Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

# 	 ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	December	31,	2016

o TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# CELANESE	CORPORATION

(Exact	Name	of	Registrant	as	Specified	in	its	Charter)

Delaware

(State	or	Other	Jurisdiction	of	Incorporation	or	Organization)

222	West	Las	Colinas	Blvd.,	Suite	900N Irving,	TX

(Address	of	Principal	Executive	Offices)

(I.R.S.	Employer	Identification	No.)

(Zip	Code)

(Registrant's	telephone	number,	including	area	code)

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act

# Title	of	Each	Class

Series	A	Common	Stock,	par	value	$0.0001	per	share

# 	Name	of	Each	Exchange	on	Which	Registered

# New	York	Stock	Exchange

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.		Yes	þ					No	o

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.		Yes	o					No	þ

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the past	90	days.		Yes	þ				No	o

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Website,	if	any,	every	Interactive	Data	File	required	to	be	submitted	and	posted pursuant	to	Rule	405	of	Regulation	S-T	(§	232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and	post	such files).		Yes	þ				No	o

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of	the	registrant's knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.		þ

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the	definitions	of	"large accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Large	accelerated	filer		þ

Accelerated	filer		o

Non-accelerated	filer		o

Smaller	reporting	company		o

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Act).		Yes	o				No	þ

The	aggregate	market	value	of	the	registrant's	Series	A	Common	Stock	held	by	non-affiliates	as	of	June	30,	2016	(the	last	business	day	of	the	registrants'	most	recently	completed second	fiscal	quarter)	was	$9,438,643,905.

DOCUMENTS	INCORPORATED	BY	REFERENCE

Certain	portions	of	the	registrant's	Definitive	Proxy	Statement	relating	to	the	2017	annual	meeting	of	stockholders,	to	be	filed	with	the	Securities	and	Exchange	Commission,	are incorporated	by	reference	into	Part	III.

| Special	Note	Regarding	Forward-Looking	Statements |  | 3 |
| :--- | :--- | :--- |
|  | PART\tI |  |
| Item\t1. | Business | 4 |
| Item\t1A. | Risk\tFactors | 17 |
| Item\t1B. | Unresolved\tStaff\tComments | 26 |
| Item\t2. | Properties | 27 |
| Item\t3. | Legal\tProceedings | 29 |
| Item\t4. | Mine\tSafety\tDisclosures | 29 |
|  | Executive\tOfficers\tof\tthe\tRegistrant | 29 |
|  | PART\tII |  |
| Item\t5. | Market\tfor\tthe\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 30 |
| Item\t6. | Selected\tFinancial\tData | 33 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 34 |
| Item\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 58 |
| Item\t8. | Financial\tStatements\tand\tSupplementary\tData | 58 |
| Item\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 60 |
| Item\t9A. | Controls\tand\tProcedures | 60 |
| Item\t9B. | Other\tInformation | 62 |
|  | PART\tIII |  |
| Item\t10. | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | 62 |
| Item\t11. |  | 62 |
|  | Executive\tCompensation |  |
| Item\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 62 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 63 |
| Item\t14. | Principal\tAccounting\tFees\tand\tServices | 63 |
|  | PART\tIV |  |
| Item\t15. | Exhibits\tand\tFinancial\tStatement\tSchedules | 63 |
| Signatures |  | 64 |

# Special	Note	Regarding	Forward-Looking	Statements

Certain	statements	in	this	Annual	Report	on	Form	10-K	("Annual	Report")	or	in	other	materials	we	have	filed	or	will	file	with	the	Securities	and	Exchange	Commission ("SEC"),	and	incorporated	herein	by	reference,	are	forward-looking	in	nature	as	defined	in	Section	27A	of	the	Securities	Act	of	1933,	as	amended,	Section	21E	of	the Securities	Exchange	Act	of	1934,	as	amended,	and	the	Private	Securities	Litigation	Reform	Act	of	1995.	You	can	identify	these	statements	by	the	fact	that	they	do	not relate	to	matters	of	a	strictly	factual	or	historical	nature	and	generally	discuss	or	relate	to	forecasts,	estimates	or	other	expectations	regarding	future	events.	Generally, the	words	"believe,"	"expect,"	"intend,"	"estimate,"	"anticipate,"	"project,"	"plan,"	"may,"	"can,"	"could,"	"might,"	"will"	and	similar	expressions	identify	forward- looking	statements,	including	statements	that	relate	to	such	matters	as	planned	and	expected	capacity	increases	and	utilization	rates;	anticipated	capital	spending; environmental	matters;	legal	proceedings;	sources	of	raw	materials	and	exposure	to,	and	effects	of	hedging	of	raw	material	and	energy	costs	and	foreign	currencies; interest	rate	fluctuations;	global	and	regional	economic,	political,	business	and	regulatory	conditions;	expectations,	strategies,	and	plans	for	individual	assets	and products,	business	segments,	as	well	as	for	the	whole	Company;	cash	requirements	and	uses	of	available	cash;	financing	plans;	pension	expenses	and	funding; anticipated	restructuring,	divestiture,	and	consolidation	activities;	planned	construction	or	operation	of	facilities;	cost	reduction	and	control	efforts	and	targets	and integration	of	acquired	businesses.

Forward-looking	statements	are	not	historical	facts	or	guarantees	of	future	performance	but	instead	represent	only	our	beliefs	at	the	time	the	statements	were	made regarding	future	events,	which	are	subject	to	significant	risks,	uncertainties,	and	other	factors,	many	of	which	are	outside	of	our	control	and	certain	of	which	are	listed above.	Any	or	all	of	the	forward-looking	statements	included	in	this	Annual	Report	and	in	any	other	materials	incorporated	by	reference	herein	may	turn	out	to	be materially	inaccurate.	This	can	occur	as	a	result	of	incorrect	assumptions,	in	some	cases	based	upon	internal	estimates	and	analyses	of	current	market	conditions	and trends,	management	plans	and	strategies,	economic	conditions,	or	as	a	consequence	of	known	or	unknown	risks	and	uncertainties.	Many	of	the	risks	and	uncertainties mentioned	in	this	Annual	Report,	such	as	those	discussed	in	Item	1A.	Risk	Factors,	Item	3.	Legal	Proceedings	and	Item	7.	Management's	Discussion	and	Analysis	of Financial	Condition	and	Results	of	Operations	will	be	important	in	determining	whether	these	forward-looking	statements	prove	to	be	accurate.	Consequently,	neither our	stockholders	nor	any	other	person	should	place	undue	reliance	on	our	forward-looking	statements	and	should	recognize	that	actual	results	may	differ	materially	from those	anticipated	by	us.

All	forward-looking	statements	made	in	this	Annual	Report	are	made	as	of	the	date	hereof,	and	the	risk	that	actual	results	will	differ	materially	from	expectations expressed	in	this	Annual	Report	will	increase	with	the	passage	of	time.	We	undertake	no	obligation,	and	disclaim	any	duty,	to	publicly	update	or	revise	any	forward- looking	statements,	whether	as	a	result	of	new	information,	future	events,	changes	in	our	expectations	or	otherwise.	However,	we	may	make	further	disclosures regarding	future	events,	trends	and	uncertainties	in	our	subsequent	reports	on	Forms	10-K,	10-Q	and	8-K	to	the	extent	required	under	the	Exchange	Act.	The	above cautionary	discussion	of	risks,	uncertainties	and	possible	inaccurate	assumptions	relevant	to	our	business	includes	factors	we	believe	could	cause	our	actual	results	to differ	materially	from	expected	and	historical	results.	Other	factors	beyond	those	listed	above	or	in	Item	1A.	Risk	Factors,	Item	3.	Legal	Proceedings	and	Item	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	below,	including	factors	unknown	to	us	and	factors	known	to	us	which	we have	determined	not	to	be	material,	could	also	adversely	affect	us.

# Item	1.	Business

# Basis	of	Presentation

In	this	Annual	Report	on	Form	10-K,	the	term	"Celanese"	refers	to	Celanese	Corporation,	a	Delaware	corporation,	and	not	its	subsidiaries.	The	terms	"Company,"	"we," "our"	and	"us"	refer	to	Celanese	and	its	subsidiaries	on	a	consolidated	basis.	The	term	"Celanese	US"	refers	to	the	Company's	subsidiary,	Celanese	US	Holdings	LLC,	a Delaware	limited	liability	company,	and	not	its	subsidiaries.

# Industry

This	Annual	Report	on	Form	10-K	includes	industry	data	obtained	from	industry	publications	and	surveys	as	well	as	our	own	internal	company	surveys.	Third-party industry	publications,	surveys	and	forecasts	generally	state	that	the	information	contained	therein	has	been	obtained	from	sources	believed	to	be	reliable.

# Overview

We	are	a	global	technology	and	specialty	materials	company.	We	are	one	of	the	world's	largest	producers	of	acetyl	products,	which	are	intermediate	chemicals,	for	nearly all	major	industries,	as	well	as	a	leading	global	producer	of	high	performance	engineered	polymers	that	are	used	in	a	variety	of	high-value	applications.	As	a	recognized innovator	in	the	chemicals	industry,	we	engineer	and	manufacture	a	wide	variety	of	products	essential	to	everyday	living.	Our	broad	product	portfolio	serves	a	diverse set	of	end-use	applications	including	paints	and	coatings,	textiles,	automotive	applications,	consumer	and	medical	applications,	performance	industrial	applications, filtration	applications,	paper	and	packaging,	chemical	additives,	construction,	consumer	and	industrial	adhesives,	and	food	and	beverage	applications.	Our	products	enjoy leading	global	positions	due	to	our	differentiated	business	models,	large	global	production	capacity,	operating	efficiencies,	proprietary	technology	and	competitive	cost structures.

Our	large	and	diverse	global	customer	base	primarily	consists	of	major	companies	in	a	broad	array	of	industries.	We	hold	geographically	balanced	global	positions	and participate	in	diversified	end-use	applications.	We	combine	a	demonstrated	track	record	of	execution,	strong	performance	built	on	shared	principles	and	objectives,	and	a clear	focus	on	growth	and	value	creation.	Known	for	operational	excellence	and	execution	of	our	business	strategies,	we	deliver	value	to	customers	around	the	globe	with best-in-class	technologies	and	solutions.

Celanese's	history	began	in	1918,	the	year	that	its	predecessor	company,	The	American	Cellulose	&	Chemical	Manufacturing	Company,	was	incorporated.	The	company, which	manufactured	cellulose	acetate,	was	founded	by	Swiss	brothers	Drs.	Camille	and	Henri	Dreyfus.	Since	that	time,	the	Company	has	transformed	into	a	leading global	technology	and	specialty	materials	company.	The	current	Celanese	was	incorporated	in	2004	under	the	laws	of	the	State	of	Delaware	and	is	a	US-based	public company	traded	on	the	New	York	Stock	Exchange	under	the	ticker	symbol	CE.

Headquartered	in	Irving,	Texas,	our	operations	are	primarily	located	in	North	America,	Europe	and	Asia	and	consist	of	30	global	production	facilities,	and	an	additional 8	strategic	affiliate	production	facilities.	As	of	December	31,	2016,	we	employed	7,293	people	worldwide.

# Business	Segment	Overview

We	are	organized	around	two	complementary	cores,	Materials	Solutions	and	the	Acetyl	Chain.	Together,	these	two	value	drivers	share	raw	materials,	technology, integrated	systems	and	research	resources	to	increase	efficiency	and	quickly	respond	to	market	needs.	The	businesses	within	Materials	Solutions	drive	value	through intimate	customer	relationships,	which	drives	development	of	value-added	applications	for	these	customers.	The	Acetyl	Chain	leverages	our	industry-leading,	low-cost technology	and	global	production	platforms	to	serve	a	broad	array	of	customers	and	end-use	markets	around	the	world.

Within	Materials	Solutions,	we	operate	principally	through	two	business	segments,	Advanced	Engineered	Materials	and	Consumer	Specialties.	In	Advanced	Engineered Materials	we	leverage	our	opportunity	pipeline	to	drive	growth.	In	Consumer	Specialties	we	focus	on	managing	our	production	landscape	and	productivity.	Materials Solutions	also	includes	certain	strategic	affiliates.

The	Acetyl	Chain	includes	our	Industrial	Specialties	and	Acetyl	Intermediates	business	segments.	Due	to	our	geographic	breadth,	our	net	sales	are	balanced	across global	regions.	See	Business	Segments	below	and	Note	26	-	Segment	Information	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Business	Segments

# Advanced	Engineered	Materials

Products Major	End-Use Applications Principal	Competitors Key	Raw	Materials •	Polyoxymethylene	("POM") •	Ultra-high	molecular	weight   polyethylene	("UHMW-PE") •	Polybutylene	terephthalate •		Fuel	system	components •		Automotive	safety	systems •		Medical •		Industrial •	BASF	SE •	E.	I.	du	Pont	de	Nemours	and Company •	Koninklijke	DSM	N.V. •	Formaldehyde	(for	POM) •	Ethylene	(for	UHMW-PE	and	TPE) •	Polypropylene	(for	LFRT) •	Fibers	(for	LFRT)

•	Long-fiber	reinforced	thermoplastics   ("LFRT")

•	Liquid	crystal	polymers	("LCP") •	Thermoplastic	elastomers	("TPE")

•	Nylon

•	Polypropylene

•		Battery	separators

•		Consumer	electronics

•		Appliances

•		Filtration	equipment

•	Telecommunications

•	Low-friction	and	low-wear	grade

acetal	copolymer

•	SABIC	Innovative	Plastics

Other	regional	competitors: •	Asahi	Kasei	Corporation

•	Lanxess	AG

•	Mitsubishi	Gas	Chemical	Company,

•	Sumitomo	Corporation

•	Teijin	Limited

•	Toray	Industries,	Inc.

•	Acetic	anhydride	(for	LCP)

•	Propylene	(for	TPE)

•	Styrene	(for	TPE)

•	Butadiene	(for	TPE)

(1) We	compound	PBT.

Our	Advanced	Engineered	Materials	segment	includes	our	engineered	materials	business	and	certain	strategic	affiliates.	The	engineered	materials	business	leverages	our leading	project	pipeline	model	to	more	rapidly	commercialize	projects.	Our	unique	approach	is	based	on	deep	customer	engagement	to	develop	new	projects	that	are aligned	with	our	skill	domains	to	address	critical	customer	needs	and	ensure	our	success	and	growth.

Our	project	pipeline	model	leverages	competitive	advantages	that	include	our	global	assets	and	resources,	marketplace	presence,	broad	materials	portfolio	and differentiated	capabilities.	Our	global	assets	and	resources	are	represented	by	our	operations,	including	polymerization,	compounding,	research	and	development,	and customer	technology	centers	in	all	regions	of	the	world,	including	Brazil,	China,	Germany,	Italy,	Mexico,	South	Korea	and	the	US.

Our	broad	marketplace	presence	reflects	our	deep	understanding	of	global	and	customer	trends,	including	the	growing	global	demand	for	vehicles,	elevated environmental	considerations,	increased	global	connectivity,	and	improved	health	and	wellness.	These	global	trends	drive	a	range	of	needed	customer	solutions,	such	as vehicle	lightweighting,	precise	components,	aesthetics

and	appearance,	low	emissions,	heat	resistance	and	low-friction	for	medical	applications,	that	we	are	uniquely	positioned	to	address	with	our	materials	portfolio.

Our	materials	portfolio	offers	differentiated	chemical	and	physical	properties	that	enable	them	to	perform	in	a	variety	of	conditions.	These	include	enduring	a	wide	range of	temperatures,	resisting	adverse	chemical	interactions	and	withstanding	deformation.	POM,	PBT	and	LFRT	are	used	in	a	broad	range	of	performance-demanding applications,	including	fuel	system	components,	automotive	safety	systems,	consumer	electronics,	appliances,	industrial	products	and	medical	applications.	UHMW-PE is	used	in	battery	separators,	industrial	products,	filtration	equipment,	coatings	and	medical	applications.	Primary	end	uses	for	LCP	are	electrical	applications	or	products and	consumer	electronics.	These	value-added	applications	in	diverse	end	uses	support	the	business'	global	growth	objectives.

On	December	1,	2016,	we	acquired	100%	of	the	stock	of	the	Forli,	Italy	based	SO.F.TER.	S.p.A.,	a	leading	thermoplastic	compounder.	The	acquisition	included	its comprehensive	product	portfolio	of	engineering	thermoplastics,	including	nylon	and	polypropylene	polymers,	and	TPEs,	as	well	as	all	of	its	manufacturing,	technology and	commercial	facilities	and	customer	agreements.	TPEs'	physical	properties,	including	its	toughness	and	elasticity,	creep	resistance,	impact	strength,	flexibility	at	low temperatures,	retention	of	characteristic	at	higher	temperatures	and	chemical	resistance,	enable	them	to	be	used	in	automotive,	construction,	appliances	and	consumer applications.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the	accompanying	consolidated	financial	statements	for	further	information.

We	also	have	several	differentiated	polymer	technologies	designed	for	the	utility	industry,	the	oil	and	gas	industry,	original	equipment	manufacturers	and	companies	that enhance	supply	chain	efficiency.	These	include	composite	technologies	for	the	utility	industry	that	deliver	greater	reliability,	capacity	and	performance	for	utility transmission	lines.

On	February	1,	2017,	we	signed	a	definitive	agreement	to	acquire	the	nylon	compounding	division	of	Nilit	Group,	an	independent	producer	of	high	performance	nylon, resins,	fibers	and	compounds.	Subject	to	closing	conditions,	we	will	acquire	Nilit	Plastics'	nylon	compounding	product	portfolio,	customer	agreements	and manufacturing,	technology	and	commercial	facilities.

Our	differentiator	capabilities	are	highlighted	in	our	intimate	and	unique	customer	engagement	which	allows	us	to	work	across	the	entirety	of	our	customers'	value	chain. For	example,	in	the	automotive	industry	we	work	with	original	equipment	manufacturers	as	well	as	system	and	tier	suppliers	and	injection	molders	in	numerous	areas, including	polymer	formulation	and	functionality,	part	and	structural	design,	mold	design,	color	development,	part	testing	and	part	processing.	This	business	segment	also includes	four	strategic	affiliates	that	complement	our	global	reach,	improve	our	ability	to	capture	growth	opportunities	in	emerging	economies	and	positions	us	as	a leading	participant	in	the	global	specialty	polymers	industry.

# •Key	Products

POM.	Commonly	known	as	polyacetal	in	the	chemical	industry,	POM	is	sold	by	our	engineered	materials	business	under	the	trademarks	Celcon®	and	Hostaform®.	POM is	used	for	diverse	end-use	applications	in	the	automotive,	industrial,	consumer	and	medical	industries.	These	applications	include	mechanical	parts	in	automotive	fuel system	components	and	window	lift	systems,	water	handling,	conveyor	belts,	sprinkler	systems,	drug	delivery	systems	and	gears	in	large	and	small	home	appliances.

We	continue	to	innovate	and	broaden	the	portfolio	of	Celcon®	and	Hostaform®	in	order	to	support	the	industry	needs	for	higher	performing	polyacetal.	We	have expanded	our	portfolio	to	include	products	with	higher	impact	resistance	and	stiffness,	low	emissions,	improved	wear	resistance	and	enhanced	appearance	such	as	laser marking	and	metallic	effects.

Polyplastics	Co.,	Ltd.,	our	45%-owned	strategic	affiliate	("Polyplastics"),	and	Korea	Engineering	Plastics	Co.,	Ltd.,	our	50%-owned	strategic	affiliate	("KEPCO"),	also manufacture	POM	and	other	engineering	resins	in	the	Asia-Pacific	region.

The	primary	raw	material	for	POM	is	formaldehyde,	which	is	manufactured	from	methanol.	Raw	materials	are	sourced	from	internal	production	and	from	third	parties, generally	through	long-term	contracts.

UHMW-PE.	Celanese	is	the	global	leader	in	UHMW-PE	products	which	are	sold	under	the	trademark	GUR®.	They	are	highly	engineered	thermoplastics	designed	for	a variety	of	industrial,	consumer	and	medical	applications.	Primary	applications	for	the	material	include	lead	acid	battery	separators,	heavy	machine	components,	lithium ion	separator	membranes,	and	noise	and	vibration	dampening	tapes.	Several	specialty	grades	are	also	produced	for	applications	in	high	performance	filtration	equipment, ballistic	fibers,	thermoplastic	and	elastomeric	additives,	as	well	as	medical	implants.

Polyesters.	Our	products	include	a	series	of	thermoplastic	polyesters	including	Celanex®	PBT,	Impet®	PET	(polyethylene	terephthalate)	and	Thermx®	PCT (polycyclohexylene-dimethylene	terephthalate),	as	well	as	Riteflex®,	a	thermoplastic	polyester	elastomer.	These	products	are	used	in	a	wide	variety	of	automotive, electrical	and	consumer	applications,	including	ignition	system	parts,	radiator	grilles,	electrical	switches,	appliance	and	sensor	housings,	light	emitting	diodes	and technical	fibers.

LFRT.	Celstran®	and	Factor®,	our	LFRT	products,	impart	extra	strength	and	stiffness,	making	them	more	suitable	for	larger	parts	than	conventional	thermoplastics. These	products	are	used	in	automotive,	transportation	and	industrial	applications,	such	as	instrument	panels,	consoles	and	front	end	modules.	LFRTs	meet	a	wide	range of	end-user	requirements	and	are	excellent	candidates	for	metal	replacement	where	they	provide	the	required	structural	integrity	with	significant	weight	reduction, corrosion	resistance	and	the	potential	to	lower	manufacturing	costs.

LCP.	Vectra®	and	Zenite®,	our	LCP	brands,	are	primarily	used	in	electrical	and	electronics	applications	for	precision	parts	with	thin	walls	and	complex	shapes	and applications	requiring	heat	dissipation.	They	are	also	used	in	high	heat	cookware	applications.

TPE.	Forprene®,	Sofprene®	T,	Pibiflex®	and	Laprene®,	our	TPE	brands,	are	primarily	used	in	automotive,	construction,	appliances	and	consumer	applications	due	to their	ability	to	combine	the	advantages	of	both	flexible	and	plastic	materials.	These	materials	are	selected	for	their	ability	to	stretch	and	return	to	their	near	original	shape creating	a	longer	life	and	better	physical	range	than	other	materials.

Nylon.	Our	nylon	products	include	Nylfor®	A	(PA	6.6)	and	Nylfor®	B	(PA	6)	and	are	used	in	automotive,	appliances,	industrial	and	consumer	applications	due	to	their mechanical	properties,	high	impact	resistance,	resistance	to	organic	solvents,	high	wear	and	fatigue	resistance	even	at	high	temperatures,	and	easy	processing	and molding.

Polypropylene.	Our	polypropylene	products	include	Polifor®,	Litepol®	and	Tecnoprene®	and	are	primarily	used	in	automotive,	appliances,	electrical	and	consumer applications	due	to	their	high	impact	and	fatigue	resistance,	exceptional	rigidity	at	high	temperatures	and	an	ability	to	withstand	chemical	agents.

# •Geographic

# Regions

Net	sales	by	destination	for	the	Advanced	Engineered	Materials	segment	by	geographic	region	are	as	follows:

|  |  | 2016 |  | 2015 | 2015 |  | 2014 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| North\tAmerica | 511 |  | 35% | 496 | 37% | 509 |  | 35% |
| Europe\tand\tAfrica | 564 |  | 39% | 526 | 40% | 617 |  | 42% |
| Asia-Pacific | 332 |  | 23% | 266 | 20% | 284 |  | 20% |
| South\tAmerica | 37 |  | 3% | 38 | 3% | 49 |  | 3% |
| Total | 1,444 |  | 100% | 1,326 | 100% | 1,459 |  | 100% |

# •Customers

Advanced	Engineered	Materials'	principal	customers	are	original	equipment	manufacturers	and	their	suppliers	serving	the	automotive,	medical,	industrial	and	consumer industries.	By	collaborating	with	our	customers,	our	engineered	materials	business	assists	in	developing	and	improving	specialized	applications	and	systems	and	offers customers	global	solutions.	Our	engineered	materials	business	has	long-standing	relationships	and	multi-year	arrangements	with	many	of	its	major	customers	and utilizes	distribution	partners	to	expand	its	customer	base.

The	pricing	of	products	by	the	Advanced	Engineered	Materials	segment	is	primarily	based	on	the	value	of	the	material	we	produce	and	is	largely	independent	of	changes in	the	cost	of	raw	materials.	Therefore,	in	general,	margins	may	expand	or	contract	in	response	to	changes	in	raw	material	costs.

# Consumer	Specialties

# Products

# Cellulose	derivatives

•		Acetate	flake

•		Acetate	film

# Major	End-Use

# Applications

•		Filtration

•		Flexible	packaging

# Food	ingredients

•		Acesulfame	potassium	("Ace-K") •		Potassium	sorbate •		Beverages •		Confections

•		Sorbic	acid

•		Sweetener	systems

•		Baked	goods

# Principal	Competitors

•		Daicel	Corporation

•	Eastman	Chemical	Company

•		Mitsubishi	Rayon	Co.,	Ltd •		Solvay	S.A.

•	Anhui	Jinhe	Industry	Co.,	Ltd.

•	Suzhou	Hope	Technology	Co.,	Ltd.

•	Ajinomoto	Co.	Inc.

•	The	NutraSweet	Company

•	Nantong	Acetic	Acid	Chemical	Co.,

# Key	Raw	Materials

•	Wood	pulp

•	Acetic	acid

•	Acetic	anhydride

•	Diketene	(for	Ace-K)

For	potassium	sorbate	and	sorbic	acid:

•	Crotonaldehyde

•	Ethylene

•	Potassium	hydroxide

The	Consumer	Specialties	segment	includes	our	cellulose	derivatives	and	food	ingredients	businesses,	which	serve	consumer-driven	applications.

Our	cellulose	derivatives	business	is	a	leading	global	producer	and	supplier	of	acetate	tow,	acetate	flake	and	acetate	film,	primarily	used	in	filter	products	applications. Our	near-term	focus	in	cellulose	derivatives	is	to	drive	productivity	initiatives	through	our	business,	including	managing	our	own	production	landscape.	We	hold	an approximately	30%	ownership	interest	in	three	separate	ventures	in	China	that	produce	acetate	flake	and	acetate	tow.	China	National	Tobacco	Corporation,	a	Chinese state-owned	tobacco	entity,	has	been	our	venture	partner	for	three	decades	and	has	driven	successful	growth	in	our	cellulose	derivatives	business.	Our	cellulose derivatives	business	has	production	sites	in	Belgium,	Mexico,	the	United	Kingdom	and	the	US,	along	with	sites	at	our	three	cellulose	derivatives	ventures	in	China.

Our	food	ingredients	business	is	a	leading	global	supplier	of	Ace-K	for	the	food	and	beverage	industry	and	is	a	leading	producer	of	food	protection	ingredients,	such	as potassium	sorbate	and	sorbic	acid.	Similar	to	engineered	materials,	we	leverage	our	leading	project	pipeline	process	in	our	food	ingredients	business	in	which	we	have over	fifty	years	of	experience	in	developing	and	marketing	specialty	ingredients	for	the	food	and	beverages	industry.	Our	food	ingredients	business	has	a	production facility	in	Germany,	with	sales	and	distribution	facilities	in	all	major	regions	of	the	world.

Acetate	tow,	acetate	flake	and	acetate	film.	Acetate	tow	is	a	fiber	used	primarily	in	cigarette	filters.	In	order	to	produce	acetate	tow,	we	first	produce	acetate	flake	by processing	wood	pulp	with	acetic	acid	and	acetic	anhydride.	Wood	pulp	generally	comes	from	reforested	trees	and	is	purchased	externally	from	a	variety	of	sources,	and acetic	anhydride	is	an	intermediate	chemical	that	we	produce	from	acetic	acid	in	our	Acetyl	Intermediates	segment.	Acetate	flake	is	then	further	processed	into	acetate tow.	Acetate	flake	can	also	be	a	solvent	that	is	cast	to	create	a	film,	which	is	primarily	used	in	packaging	for	food	and	high-end	luxury	goods,	as	well	as	other applications	such	as	anti-fog	films,	which	are	sold	under	the	trademark,	Clarifoil®.

Sunett®	sweetener.	Ace-K,	a	non-nutritive	high	intensity	sweetener	sold	under	the	trademark	Sunett®,	is	used	in	a	variety	of	beverages,	confections	and	dairy	products throughout	the	world.	Sunett®	sweetener	is	the	ideal	blending	partner	for	caloric	and	non-caloric	sweeteners	as	it	balances	the	sweetness	profile.	It	is	recognized	in	the food	industry	for	its	consistent	product	quality	and	reliable	supply.	The	primary	raw	material	for	Sunett	is	diketene,	which	is	derived	from	acetic	acid	produced	in	our Acetyl	Intermediates	segment.

Qorus®	sweetener	system.	The	Qorus®	sweetener	system	is	designed	to	assist	food	and	beverage	formulators	in	achieving	their	unique	taste	profile.	This	product	enables the	manufacturer	to	balance	taste,	without	the	need	to	mask	certain	notes,	and	ultimately	provide	the	consumer	with	a	pure,	authentic	taste.	The	Qorus®	sweetener system	is	designed	for	low-	to	no-calorie	carbonated	and	non-carbonated	beverages,	flavored	waters,	energy	drinks,	milk	and	dairy	products.

Food	protection	ingredients.	Our	food	protection	ingredients,	potassium	sorbate	and	sorbic	acid,	are	mainly	used	in	foods,	beverages	and	personal	care	products.

Net	sales	by	destination	for	the	Consumer	Specialties	segment	by	geographic	region	are	as	follows:

|  | 2016 | 2016 | 2015 | 2015 | 2014 | 2014 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 175 | 19% | 183 | 19% | 195 | 17% |
| Europe\tand\tAfrica | 457 | 49% | 476 | 49% | 549 | 48% |
| Asia-Pacific | 248 | 27% | 255 | 26% | 352 | 30% |
| South\tAmerica | 49 | 5% | 55 | 6% | 62 | 5% |
| Total(1) | 929 | 100% | 969 | 100% | 1,158 | 100% |

Acetate	tow	is	sold	principally	to	the	major	tobacco	companies	that	account	for	a	majority	of	worldwide	cigarette	production.	Contracts	with	most	of	our	customers	are generally	entered	into	on	an	annual	or	multi-year	basis.	Our	food	ingredients	business	primarily	sells	Sunett®	sweetener	to	a	limited	number	of	large	multinational	and regional	customers	and	the	Qorus®	sweetener	system	to	regional	customers	in	the	food	and	beverage	industry	under	long-term	and	annual	contracts.	Food	protection ingredients	are	primarily	sold	through	regional	distributors	to	small	and	medium	sized	customers	and	directly	to	large	multinational	customers	in	the	food	industry.

The	pricing	of	products	within	the	cellulose	derivatives	and	food	ingredients	businesses	is	sensitive	to	demand	and	is	primarily	based	on	the	value	of	the	material	we produce.	Many	sales	in	these	businesses	are	conducted	under	contracts	with	pricing	for	one	or	more	years.	As	a	result,	margins	may	expand	or	contract	in	response	to changes	in	raw	material	costs	over	these	similar	periods,	and	we	may	be	unable	to	adjust	pricing	also	due	to	other	factors,	such	as	the	intense	level	of	competition	in	the industry.

# •Competition

The	European	Commission	instituted	a	dumping	investigation	into	the	sales	of	Ace-K	produced	in	China	into	the	European	Union.	As	a	result	of	this	investigation,	on November	1,	2015,	"definitive	dumping	duties"	became	effective	as	published	in	the	European	Commission's	Official	Journal.	The	definitive	duties	range	between	€2.64 and	€4.58	net	per	kg	and	have	been	imposed	for	a	period	of	five	years	from	the	effective	date.	We	do	not	produce	Ace-K	in	China.

# Industrial	Specialties

# Emulsion	polymers

•	Conventional	emulsions •	Paints

•	Vinyl	acetate	ethylene	("VAE")

  emulsions

•	Coatings

•	Adhesives

•	Textiles

•	Paper	finishing

# EVA	polymers

•	Ethylene	vinyl	acetate	("EVA")	resins   and	compounds •	Low-density	polyethylene	resins •	Flexible	packaging •	Lamination	products •	Automotive	parts

•	BASF	SE

•	Dairen	Chemical	Corporation

•	The	Dow	Chemical	Company

•	Wacker	Chemie	AG

•	Arkema

•	E.	I.	du	Pont	de	Nemours	and

# Company

•	ExxonMobil	Chemical

•	Vinyl	acetate	monomer	("VAM")

•	Acrylate	esters

•	Styrene

The	Industrial	Specialties	segment,	which	includes	our	emulsion	polymers	and	EVA	polymers	businesses,	is	active	in	every	major	global	industrial	sector	and	serves diverse	industrial	and	consumer	end-use	applications.	These	include	traditional	vinyl-based	end	uses,	such	as	paints	and	coatings	and	adhesives,	as	well	as	other	unique, high-value	end	uses	including	flexible	packaging,	thermal	laminations,	wire	and	cable,	and	compounds.

Our	emulsion	polymers	business	is	a	leading	global	producer	of	vinyl	acetate-based	emulsions	and	develops	products	and	application	technologies	to	improve performance,	create	value	and	drive	innovation	in	applications	such	as	paints	and	coatings,	adhesives,	construction,	glass	fiber,	textiles	and	paper.	Our	emulsion polymers	products	are	sold	under	globally	and	regionally	recognized	brands	including	EcoVAE®,	Mowilith®,	Vinamul®,	Celvolit®,	Duroset®,	TufCOR®	and	Avicor®. The	emulsion	polymers	business	has	production	facilities	in	Canada,	China,	Germany,	the	Netherlands,	Singapore,	Sweden	and	the	US	and	is	supported	by	expert technical	service	regionally.

Our	EVA	polymers	business	is	a	leading	North	American	manufacturer	of	a	full	range	of	specialty	EVA	resins	and	compounds	as	well	as	select	grades	of	LDPE.	Sold under	the	Ateva®	and	VitalDose®	brands,	these	products	are	used	in	many	applications,	including	flexible	packaging	films,	lamination	film	products,	hot	melt	adhesives, automotive	parts	and	carpeting.	Our	EVA	polymers	business	has	a	production	facility	in	Edmonton,	Alberta,	Canada.

The	Industrial	Specialties	segment	builds	on	our	leading	acetyl	technology.	Our	Acetyl	Intermediates	segment	produces	VAM,	a	primary	raw	material	for	our	emulsion polymers	and	EVA	polymers	businesses.	Ethylene,	another	key	raw	material,	is	purchased	externally	from	a	variety	of	sources	through	annual	or	multi-year	contracts.

Our	emulsion	polymers	business	has	experienced	significant	growth	in	Asia,	and	we	have	made	investments	to	support	continued	growth	in	the	region.	In	September 2016,	we	began	production	at	our	new	VAE	emulsions	unit	in	Singapore,	which	will	support	growing	demand	for	ecologically	friendly	materials	in	Southeast	Asia.	In addition	to	geographic	growth,	the	Industrial	Specialties	businesses	are	focused	on	supporting	our	overall	manufacturing	footprint	strategy	to	increase	value,	such	as integrating	our	production	sites	to	provide	critical	economies	of	scale.

Our	emulsion	polymers	business	produces	conventional	vinyl-	and	acrylate-based	emulsions	and	VAE	emulsions.	VAE	emulsions	are	a	key	component	of	water-based architectural	coatings,	adhesives,	non-wovens,	textiles,	glass	fiber	and	other	applications.

Our	EVA	polymers	business	produces	low-density	polyethylene,	EVA	resins	and	compounds.	Low-density	polyethylene	is	produced	in	high-pressure	reactors	from ethylene,	while	EVA	resins	and	compounds	are	produced	in	high-pressure	reactors	from	ethylene	and	VAM.

Net	sales	by	destination	for	the	Industrial	Specialties	segment	by	geographic	region	are	as	follows:

|  | 2016 | 2016 | 2015 | 2015 | 2014 | 2014 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 337 | 35% | 401 | 37% | 461 | 38% |
| Europe\tand\tAfrica | 460 | 47% | 485 | 45% | 562 | 46% |
| Asia-Pacific | 165 | 17% | 180 | 17% | 181 | 15% |
| South\tAmerica | 14 | 1% | 16 | 1% | 20 | 1% |
| Total(1) | 976 | 100% | 1,082 | 100% | 1,224 | 100% |

Industrial	Specialties'	products	are	sold	to	a	diverse	group	of	regional	and	multinational	customers.	Customers	of	our	emulsion	polymers	business	are	manufacturers	of water-based	paints	and	coatings,	adhesives,	paper,	building	and	construction	products,	glass	fiber,	non-wovens	and	textiles.	Customers	of	our	EVA	polymers	business are	engaged	in	the	manufacture	of	a	variety	of	products,	including	hot	melt	adhesives,	automotive	components,	thermal	laminations,	and	flexible	and	food	packaging materials.

Pricing	of	our	products	within	Industrial	Specialties	is	influenced	by	changes	in	the	cost	of	raw	materials.	Therefore,	in	general,	there	is	a	direct	correlation	between	the cost	of	raw	materials	and	our	net	sales	for	most	Industrial	Specialties	products.	This	impact	to	pricing	typically	lags	changes	in	raw	material	costs	over	months	or quarters.

# Acetyl	Intermediates

•	Acetaldehyde

Solvents	and	derivatives: •	Ethyl	acetate •	Formaldehyde •	Butyl	acetate

•		Lubricants

•		Pharmaceuticals

•		Plasticizers

•	Ethanol •		Solvents

For	acetic	acid	and	VAM:

Our	Acetyl	Intermediates	segment	includes	our	intermediate	chemistry	business,	which	produces	and	supplies	acetyl	products,	including	acetic	acid,	VAM,	acetic anhydride	and	acetate	esters.	These	products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings	and	pharmaceuticals.	Our	intermediate chemistry	business	also	produces	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

As	an	industry	leader,	our	intermediate	chemistry	business	has	built	on	its	leading	technology,	low	cost	production	footprint	and	attractive	competitive	position	to	drive growth.	With	decades	of	experience,	advanced	proprietary	process	technology	and	favorable	capital	and	production	costs,	we	are	a	leading	global	producer	of	acetic	acid and	VAM.	AOPlus®3	technology	extends	our	historical	technology	advantage	and	enables	us	to	construct	a	greenfield	acetic	acid	facility	with	a	capacity	of	1.8	million tons	at	a	lower	capital	cost	than	our	competitors.	Our	VAntage®2	technology	could	increase	VAM	capacity	by	up	to	50%	to	meet	growing	customer	demand	globally with	minimal	investment.	We	believe	our	production	technology	is	among	the	lowest	cost	in	the	industry	and	provides	us	with	global	growth	opportunities	through	low cost	expansions	and	a	cost	advantage	over	our	competitors.	In	addition,	we	have	focused	in	recent	years	on	enhancing	our	ability	to	drive	incremental	value	through	our global	production	network	and	productivity	initiatives	as	well	as	proactively	managing	the	intermediate	chemistry	business	in	response	to	trade	flows	and	prevailing industry	trends.	Our	intermediate	chemistry	business	has	production	sites	in	China,	Germany,	Mexico,	Singapore	and	the	US.

Acetyl	Products.	Acetyl	products	include	acetic	acid,	VAM,	acetic	anhydride	and	acetaldehyde.	Acetic	acid	is	primarily	used	to	manufacture	VAM,	purified	terephthalic acid	and	other	acetyl	derivatives.	VAM	is	used	in	a	variety	of	adhesives,	paints,	films,	coatings	and	textiles.	Acetic	anhydride	is	a	raw	material	used	in	the	production	of cellulose	acetate,	detergents	and	pharmaceuticals.	Acetaldehyde	is	a	major	feedstock	for	the	production	of	a	variety	of	derivatives,	such	as	pyridines,	which	are	used	in agricultural	products.	We	manufacture	acetic	acid,	VAM	and	acetic	anhydride	for	our	own	use	in	producing	downstream,	value-added	products,	as	well	as	for	sale	to third	parties.

Acetic	acid	and	VAM,	our	basic	acetyl	intermediates	products,	are	primarily	impacted	by	global	supply	and	demand	fundamentals.	The	principal	raw	materials	in	these products	are	carbon	monoxide,	which	is	purpose-made	and	in	which	we	generally	purchase	under	long-term	contracts,	and	methanol	and	ethylene,	which	we	generally purchase	under	both	annual	and	multi-year	contracts.	Generally,	methanol	and	ethylene	are	commodity	products	available	from	a	wide	variety	of	sources,	while	carbon monoxide	is	typically	obtained	from	sources	in	close	proximity.

In	February	2014,	we	formed	a	joint	venture,	Fairway	Methanol	LLC	("Fairway"),	with	Mitsui	&	Co.,	Ltd.,	of	Tokyo,	Japan	("Mitsui"),	in	which	we	own	a	50%	interest, for	the	production	of	methanol	at	our	integrated	chemical	plant	in	Clear	Lake,	Texas.	The	methanol	unit	utilizes	natural	gas	in	the	US	Gulf	Coast	region	as	a	feedstock and	benefits	from	the	existing	infrastructure	at	our	Clear	Lake	facility.	The	methanol	facility	has	an	annual	capacity	of	1.3	million	tons.	Fairway	began	production	in October	2015.	Almost	all	of	our	North	American	methanol	needs	are	met	from	our	share	of	the	production,	as	well	as	the	long-term	contract	we	have	with	our	joint venture	partner,	Mitsui.

In	2015,	we	announced	capacity	expansions	for	our	acetic	acid	and	VAM	facilities	in	Clear	Lake,	Texas.	The	expansions	will	provide	an	additional	150kt	of	product	for both	facilities.	The	expansion	at	our	VAM	facility	will	make	it	the	largest	and	most	efficient	VAM	plant	in	the	world	and	is	expected	to	be	completed	by	2018.

Sales	from	acetyl	products	amounted	to	29%,	31%	and	33%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2016,	2015	and	2014,	respectively.

Solvents	and	Derivatives.	We	manufacture	a	variety	of	solvents,	formaldehyde	and	other	chemicals,	which	in	turn	are	used	in	the	manufacture	of	paints,	coatings, adhesives	and	other	products.	Many	solvents	and	derivatives	products	are	derived	from	our	production	of	acetic	acid.	Primary	products	are:

•Ethyl	acetate,	an	acetate	ester	that	is	a	solvent	used	in	coatings,	inks	and	adhesives	and	in	the	manufacture	of	photographic	films	and	coated papers;

•Butyl	acetate,	an	acetate	ester	that	is	a	solvent	used	in	inks,	pharmaceuticals	and

perfume;

•Formaldehyde	and	paraformaldehyde,	which	are	primarily	used	to	produce	adhesive	resins	for	plywood,	particle	board,	coatings,	POM	engineering	resins	and	a compound	used	in	making	polyurethane;	and

•Other	chemicals,	such	as	crotonaldehyde,	which	are	used	by	our	food	ingredients	business	for	the	production	of	sorbic	acid	and	potassium	sorbates,	as	well	as	raw materials	for	the	fragrance	and	food	ingredients	industry.

Sales	from	solvents	and	derivatives	products	amounted	to	9%,	10%	and	11%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2016,	2015	and	2014, respectively.

Net	sales	by	destination	for	the	Acetyl	Intermediates	segment	by	geographic	region	are	as	follows:

|  | 2016 | 2016 | 2015 | 2015 | 2014 | 2014 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 645 | 32% | 588 | 26% | 743 | 25% |
| Europe\tand\tAfrica | 493 | 24% | 711 | 31% | 905 | 31% |
| Asia-Pacific | 833 | 41% | 932 | 40% | 1,210 | 41% |
| South\tAmerica | 69 | 3% | 66 | 3% | 103 | 3% |
| Total(1) | 2,040 | 100% | 2,297 | 100% | 2,961 | 100% |

Our	intermediate	chemistry	business	sells	its	products	both	directly	to	customers	and	through	distributors.	Acetic	acid,	VAM	and	acetic	anhydride	are	global	businesses, and	we	generally	supply	our	customers	under	multi-year	contracts.	Acetic	acid,	VAM	and	acetic	anhydride	customers	produce	polymers	used	in	water-based	paints, adhesives,	paper	coatings,	polyesters,	film	modifiers,	pharmaceuticals,	cellulose	acetate	and	textiles.	We	have	long-standing	relationships	with	most	of	these	customers.

Solvents	and	derivatives	are	sold	to	a	diverse	group	of	regional	and	multinational	customers	under	multi-year	contracts	and	on	the	basis	of	long-standing	relationships. Solvents	and	derivatives	customers	are	primarily	engaged	in	the	production	of	paints,	coatings	and	adhesives.	We	manufacture	formaldehyde	for	our	own	use	as	well	as for	sale	to	a	few	regional	customers	that	include	manufacturers	in	the	wood	products	and	chemical	derivatives	industries.	The	sale	of	formaldehyde	is	based	on	long-	and short-term	agreements.	Specialty	solvents	are	sold	globally	to	a	wide	variety	of	customers,	primarily	in	the	coatings	and	resins	and	the	specialty	products	industries. These	products	serve	global	regions	in	the	synthetic	lubricant,	agrochemical,	rubber	processing	and	other	specialty	chemical	areas.

Pricing	of	acetic	acid,	VAM	and	other	acetyl	products	is	influenced	by	changes	in	the	cost	of	raw	materials.	Therefore,	in	general,	there	is	a	direct	correlation	between the	cost	of	raw	materials	and	our	net	sales	for	most	intermediate	chemistry	products.	This	impact	to	pricing	typically	lags	changes	in	raw	material	costs	over	months	or quarters.

# Other	Activities

Other	Activities	primarily	consists	of	corporate	center	costs,	including	administrative	activities	such	as	finance,	information	technology	and	human	resource	functions, interest	income	and	expense	associated	with	our	financing	activities	and	results	of	our	captive	insurance	companies.	Our	two	wholly-owned	captive	insurance companies	are	a	key	component	of	our	global	risk	management	program,	as	well	as	a	form	of	self-insurance	for	our	liability	and	workers	compensation	risks.	The captive	insurance	companies	retain	risk	at	levels	approved	by	management	and	obtain	reinsurance	coverage	from	third	parties	to	limit	the	net	risk	retained.	One	of	the captive	insurance	companies	also	insures	certain	third-party	risks.	Other	Activities	also	includes	the	interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and losses	components	of	our	net	periodic	benefit	cost	for	our	defined	benefit	pension	plans	and	other	postretirement	plans,	which	are	not	allocated	to	our	business	segments.

# Strategic	Affiliates

Our	strategic	affiliates	represent	an	important	component	of	our	strategy	for	accelerated	growth	and	global	expansion.	We	have	a	substantial	portfolio	of	affiliates	in various	regions,	including	Asia-Pacific,	North	America	and	the	Middle	East.	These	affiliates,	some	of	which	date	back	as	far	as	the	1960s,	have	sizeable	operations	and are	significant	within	their	industries.

Our	strategic	affiliates	have	similar	business	models	as	our	core	businesses.	With	shared	characteristics	such	as	products,	applications	and	manufacturing	technology, these	strategic	affiliates	complement	and	extend	our	technology	and	specialty	materials	portfolio.	We	have	historically	entered	into	these	investments	to	gain	access	to local	demand,	minimize	costs	and	accelerate	growth	in	areas	we	believe	have	significant	future	business	potential.	Depending	on	the	level	of	investment	and	other factors,	we	account	for	our	strategic	affiliates	using	either	the	equity	method	or	cost	method	of	accounting.

Our	strategic	affiliates	contribute	substantial	earnings	and	cash	flows	to	us.	During	the	year	ended	December	31,	2016,	our	equity	method	strategic	affiliates	generated combined	sales	of	$2.0	billion,	resulting	in	our	recording	$122	million	of	equity	in	net	earnings	of	affiliates	and	$92	million	of	dividends.

Our	strategic	affiliates	as	of	December	31,	2016	are	as	follows:

National	Methanol	Company	(Ibn	Sina).	National	Methanol	Company	represents	approximately	1%	of	the	world's	methanol	production	capacity	and	is	one	of	the world's	largest	producers	of	methyl	tertiary-butyl	ether,	a	gasoline	additive.	Its	production	facilities	are	located	in	Saudi	Arabia.	Saudi	Basic	Industries	Corporation ("SABIC")	is	responsible	for	all	product	marketing.	Methanol	is	a	key	feedstock	for	POM	production	and	is	produced	by	our	Ibn	Sina	affiliate	which	provides	an economic	hedge	against	raw	material	costs	in	our	engineered	materials	business.

Ibn	Sina	is	currently	constructing	a	50,000	ton	POM	production	facility	in	Saudi	Arabia.	The	new	facility	will	supply	POM	to	support	Advanced	Engineered	Materials' future	growth	plans	as	well	as	our	venture	partners'	regional	business	development.	Upon	successful	startup	of	the	POM	facility,	which	is	expected	to	occur	in	mid-2017, our	indirect	economic	interest	in	Ibn	Sina	will	increase	from	25%	to	32.5%.	SABIC's	economic	interest	will	remain	unchanged.

KEPCO.	KEPCO	is	the	leading	producer	of	POM	in	South	Korea.	KEPCO	has	polyacetal	production	facilities	in	Ulsan,	South	Korea,	compounding	facilities	for	PBT and	nylon	in	Pyongtaek,	South	Korea,	and	participates	with	Polyplastics	and	Mitsubishi	Gas	Chemical	Company,	Inc.	in	a	world-scale	POM	facility	in	Nantong,	China.

Polyplastics.	Polyplastics	is	a	leading	supplier	of	engineered	plastics.	Polyplastics	is	a	manufacturer	and/or	marketer	of	POM,	LCP	and	PPS,	with	principal	production facilities	located	in	Japan	and	Malaysia.

Fortron	Industries	LLC.	Fortron	Industries	LLC	("Fortron")	is	a	leading	global	producer	of	PPS,	sold	under	the	Fortron®	brand,	which	is	used	in	a	wide	variety	of automotive	and	other	applications,	especially	those	requiring	heat	and/or	chemical	resistance.	Fortron's	facility	is	located	in	Wilmington,	North	Carolina.	This	venture combines	our	sales,	marketing,	distribution,	compounding	and	manufacturing	expertise	with	the	PPS	polymer	technology	expertise	of	Kureha	America	Inc.

Cellulose	derivatives	strategic	ventures.	Our	cellulose	derivatives	ventures	within	our	Consumer	Specialties	segment	generally	fund	their	operations	using	operating cash	flow	and	pay	dividends	based	on	each	ventures'	performance	in	the	preceding	year.	In	2016,	2015	and	2014,	we	received	cash	dividends	of	$107	million,	$106 million	and	$115	million,	respectively.

Although	our	ownership	interest	in	each	of	our	cellulose	derivatives	ventures	exceeds	20%,	we	account	for	these	investments	using	the	cost	method	of	accounting because	we	determined	that	we	cannot	exercise	significant	influence	over	these	entities	due	to	local	government	investment	in	and	influence	over	these	entities, limitations	on	our	involvement	in	the	day-to-day	operations	and	the	present	inability	of	the	entities	to	provide	timely	financial	information	prepared	in	accordance	with generally	accepted	accounting	principles	in	the	United	States	of	America	("US	GAAP").

# Other	Equity	Method	Investments

InfraServs.	We	hold	indirect	ownership	interests	in	several	German	InfraServ	Groups	that	own	and	develop	industrial	parks	and	provide	on-site	general	and administrative	support	to	tenants.	Our	ownership	interest	in	the	equity	investments	in	InfraServ	affiliates	are	as	follows:

# Research	and	Development

Our	businesses	are	innovation-oriented	and	conduct	research	and	development	activities	to	develop	new,	and	optimize	existing,	production	technologies,	as	well	as	to develop	commercially	viable	new	products	and	applications.	Research	and	development	expense	was	$78	million,	$119	million	and	$86	million	for	the	years	ended December	31,	2016,	2015	and	2014,	respectively.	We	consider	the	amounts	spent	during	each	of	the	last	three	fiscal	years	on	research	and	development	activities	to	be sufficient	to	execute	our	current	strategic	initiatives.

# Intellectual	Property

We	attach	importance	to	protecting	our	intellectual	property,	including	safeguarding	our	confidential	information	and	through	our	patents,	trademarks	and	copyrights,	in order	to	preserve	our	investment	in	research	and	development,	manufacturing	and	marketing.	Patents	may	cover	processes,	equipment,	products,	intermediate	products and	product	uses.	We	also	seek	to	register	trademarks	as	a	means	of	protecting	the	brand	names	of	our	Company	and	products.

Patents.	In	most	industrial	countries,	patent	protection	exists	for	new	substances	and	formulations,	as	well	as	for	certain	unique	applications	and	production	processes. However,	we	do	business	in	regions	of	the	world	where	intellectual	property	protection	may	be	limited	and	difficult	to	enforce.

Confidential	Information.	We	maintain	stringent	information	security	policies	and	procedures	wherever	we	do	business.	Such	information	security	policies	and procedures	include	data	encryption,	controls	over	the	disclosure	and	safekeeping	of	confidential	information	and	trade	secrets,	as	well	as	employee	awareness	training.

Trademarks.	AOPlus®,	Ateva®,	Avicor®,	BriteCoat®,	Celanese®,	Celanex®,	Celcon®,	CelFX®,	Celstran®,	Celvolit®,	Clarifoil®,	Duroset®,	EcoVAE®,	Factor®,	Fortron®, GUR®,	Hostaform®,	Impet®,	Mowilith®,	MetaLX®,	MT®,	Nutrinova®,	Qorus®,	Riteflex®,	SlideX™,	Sunett®,	TCX®,	Thermx®,	TufCOR®,	VAntage®,	VAntagePlus™, Vectra®,	Vinamul®,	VitalDose®,	Zenite®	and	certain	other	branded	products	and	services	named	in	this	document	are	registered	or	reserved	trademarks	or	service	marks owned	or	licensed	by	Celanese.	The	foregoing	is	not	intended	to	be	an	exhaustive	or	comprehensive	list	of	all	registered	or	reserved	trademarks	and	service	marks owned	or	licensed	by	Celanese.	Fortron®	is	a	registered	trademark	of	Fortron	Industries	LLC.	Hostaform®	is	a	registered	trademark	of	Hoechst	GmbH.	Mowilith®	is	a registered	trademark	of	Celanese	in	most	European	countries.

We	monitor	competitive	developments	and	defend	against	infringements	on	our	intellectual	property	rights.	Neither	Celanese	nor	any	particular	business	segment	is materially	dependent	upon	any	one	patent,	trademark,	copyright	or	trade	secret.

# Environmental	and	Other	Regulation

Matters	pertaining	to	environmental	and	other	regulations	are	discussed	in	Item	1A.	Risk	Factors,	as	well	as	Note	2	-	Summary	of	Accounting	Policies,	Note	16	- Environmental	and	Note	24	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements.

# Employees

Our	employees	employed	on	a	continuing	basis	throughout	the	world	are	as	follows:

|  | Employees	as	of<br>December	31,	2016 |
| :--- | :--- |
| North\tAmerica |  |
| US | 2,600 |
| Canada | 249 |
| Mexico | 691 |
| Total | 3,540 |
| Europe |  |
| Germany | 1,400 |
| Other\tEurope | 1,234 |
| Total | 2,634 |
| Asia | 997 |
| Rest\tof\tWorld | 122 |
| Total | 7,293 |

# Backlog

We	do	not	consider	backlog	to	be	a	significant	indicator	of	the	level	of	future	sales	activity.	In	general,	we	do	not	manufacture	our	products	against	a	backlog	of	orders. Production	and	inventory	levels	are	based	on	the	level	of	incoming	orders	as	well	as	projections	of	future	demand.	Therefore,	we	believe	that	backlog	information	is	not material	to	understanding	our	overall	business	and	should	not	be	considered	a	reliable	indicator	of	our	ability	to	achieve	any	particular	level	of	net	sales	or	financial performance.

# Available	Information	—	Securities	and	Exchange	Commission	("SEC")	Filings	and	Corporate	Governance	Materials

We	make	available	free	of	charge,	through	our	internet	website	(http://www.celanese.com),	our	annual	reports	on	Form	10-K,	quarterly	reports	on	Form	10-Q,	current reports	on	Form	8-K	and	amendments	to	those	reports	filed	or	furnished	pursuant	to	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	as	well	as	ownership reports	on	Form	3	and	Form	4,	as	soon	as	reasonably	practicable	after	electronically	filing	such	material	with,	or	furnishing	it	to,	the	SEC.	References	to	our	website	in this	report	are	provided	as	a	convenience,	and	the	information	on	our	website	is	not,	and	shall	not	be	deemed	to	be	a	part	of	this	report	or	incorporated	into	any	other filings	we	make	with	the	SEC.	The	SEC	maintains	a	website	that	contains	reports,	proxy	and	information	statements,	and	other	information	regarding	issuers,	including Celanese	Corporation,	that	electronically	file	with	the	SEC	at	http://www.sec.gov.

We	also	make	available	free	of	charge,	through	our	website,	our	Corporate	Governance	Guidelines	of	our	Board	of	Directors	and	the	charters	of	each	of	the	standing committees	of	our	Board	of	Directors.

# Item	1A.		Risk	Factors

Many	factors	could	have	an	effect	on	our	financial	condition,	cash	flows	and	results	of	operations.	We	are	subject	to	various	risks	resulting	from	changing	economic, environmental,	political,	industry,	business,	financial	and	regulatory	conditions.	The	factors	described	below	represent	our	principal	risks.

# Risks	Related	to	Our	Business

# We	are	exposed	to	general	economic,	political	and	regulatory	conditions	and	risks	in	the	countries	in	which	we	have	operations	and	customers.

We	operate	globally	and	have	customers	in	many	countries.	Our	major	facilities	are	primarily	located	in	North	America,	Europe	and	Asia,	and	we	hold	interests	in affiliates	that	operate	in	the	United	States	("US"),	Germany,	China,	Japan,	Malaysia,	South	Korea	and	Saudi	Arabia.	Our	principal	customers	are	similarly	global	in scope	and	the	prices	of	our	most	significant	products	are	typically	regional	or	world	market	prices.	Consequently,	our	business	and	financial	results	are	affected,	directly and	indirectly,	by	world	economic	conditions,	including	instability	in	credit	markets,	declining	consumer	and	business	confidence,	fluctuating	commodity	prices	and interest	rates,	volatile	exchange	rates	and	other	challenges	such	as	the	changing	regulatory	environment.

Our	operations	are	also	subject	to	global	political	conditions.	For	example,	the	US'	withdrawal	from	the	Trans-Pacific	Partnership,	any	future	withdrawal	or renegotiation	of	trade	agreements,	including	the	North	American	Free	Trade	Agreement,	or	the	more	aggressive	prosecution	of	trade	disputes	with	countries	like	China, may	adversely	affect	our	ability	to	operate	our	business	and	execute	our	growth	strategy.	In	addition,	it	may	be	more	difficult	for	us	to	enforce	agreements,	collect receivables,	receive	dividends	and	repatriate	earnings	through	foreign	legal	systems.	In	certain	foreign	jurisdictions	our	operations	are	subject	to	nationalization	and expropriation	risk	and	some	of	our	contractual	relationships	within	these	jurisdictions	are	subject	to	cancellation	without	full	compensation	for	loss.	Furthermore,	in certain	cases	where	we	benefit	from	local	government	subsidies	or	other	undertakings,	such	benefits	are	subject	to	the	solvency	of	local	government	entities	and	are subject	to	termination	without	meaningful	recourse	or	remedies.

We	have	invested	significant	resources	in	China	and	other	Asian	countries.	This	region's	growth	may	slow,	and	we	may	fail	to	realize	the	anticipated	benefits	associated with	our	investment	there	and,	consequently,	our	financial	results	may	be	adversely	impacted.

In	addition,	we	have	significant	operations	and	financial	relationships	based	in	Europe.	Historically	sales	originating	in	Europe	have	accounted	for	over	one-third	of	our net	sales.	For	example,	in	2016,	sales	originating	in	Europe	accounted	for	approximately	40%	of	our	net	sales.	Adverse	conditions	in	the	European	economy	related	to the	United	Kingdom's	European	Union	("EU")	membership	referendum	or	otherwise	may	negatively	impact	our	overall	financial	results	due	to	reduced	economic growth	and	resulting	decreased	end-use	customer	demand.

# We	are	subject	to	risks	associated	with	the	increased	volatility	in	the	prices	and	availability	of	key	raw	materials	and	energy,	which	could	have	a	significant	adverse effect	on	the	margins	of	our	products	and	our	financial	results.

We	purchase	significant	amounts	of	ethylene,	methanol,	carbon	monoxide	and	natural	gas	from	third	parties	primarily	for	use	in	our	production	of	basic	chemicals	in	the Acetyl	Intermediates	segment,	principally	acetic	acid,	vinyl	acetate	monomer	("VAM")	and	formaldehyde.	We	use	a	portion	of	our	output	of	these	chemicals,	in	turn,	as inputs	in	the	production	of	downstream	products	in	all	of	our	business	segments.	We	also	purchase	some	of	these	raw	materials	for	use	in	our	Industrial	Specialties segment,	primarily	for	vinyl	acetate	ethylene	emulsions	and	ethylene	vinyl	acetate	production,	as	well	as	significant	amounts	of	wood	pulp	for	use	in	our	production	of cellulose	derivatives	in	our	Consumer	Specialties	segment.	The	price	of	many	of	these	items	is	dependent	on	the	available	supply	of	that	item	and	may	increase significantly	as	a	result	of	uncertainties	associated	with	war,	terrorist	activities,	civil	unrest,	epidemics,	pandemics,	weather,	natural	disasters,	the	effects	of	climate change	or	political	instability,	plant	or	production	disruptions,	strikes	or	other	labor	unrest,	breakdown	or	degradation	of	transportation	infrastructure	used	in	the	delivery of	strategic	raw	materials	and	energy	commodities,	or	changes	in	laws	or	regulations	in	any	of	the	countries	in	which	we	have	significant	suppliers.	In	particular,	to	the extent	of	our	vertical	integration	in	the	production	of	chemicals,	shortages	in	the	availability	of	raw	material	chemicals,	such	as	natural	gas,	ethylene	and	methanol,	or the	loss	of	our	dedicated	supplies	of	carbon	monoxide,	may	have	an	increased	adverse	impact	on	us	as	it	can	cause	a	shortage	in	intermediate	and	finished	products.	Such shortages	would	adversely	impact	our	ability	to	produce	certain	products	and	increase	our	costs	resulting	in	reduced	margins	and	adverse	financial	results.

We	are	exposed	to	volatility	in	the	prices	of	our	raw	materials	and	energy.	Although	we	have	long-term	supply	agreements,	multi-year	purchasing	and	sales	agreements and	forward	purchase	contracts	providing	for	the	supply	of	ethylene,	methanol,	carbon	monoxide,	wood	pulp,	natural	gas	and	electricity,	the	contractual	prices	for	these raw	materials	and	energy	can	vary	with	economic	conditions	and	may	be	highly	volatile.	In	addition	to	the	factors	noted	above	that	may	impact	supply	or	price,	factors that	have	caused	volatility	in	our	raw	material	prices	in	the	past	and	which	may	do	so	in	the	future	include:

•Shortages	of	raw	materials	due	to	increasing	demand,	e.g.,	from	growing	uses	or	new

uses;

•Capacity	constraints,	e.g.,	due	to	construction	delays,	labor	disruption,	involuntary	shutdowns	or turnarounds;

•The	inability	of	a	supplier	to	meet	our	delivery	orders	or	a	supplier's	choice	not	to	fulfill	orders	or	to	terminate	a	supply	contract	or	our	inability	to	obtain	or renew	supply	contracts	on	favorable	terms;

•The	general	level	of	business	and	economic

activity;	and

•The	direct	or	indirect	effect	of	governmental	regulation	(including	the	impact	of	government	regulation	relating	to	climate change).

If	we	are	not	able	to	fully	offset	the	effects	of	higher	energy	and	raw	material	costs	through	price	increases,	productivity	improvements	or	cost	reduction	programs,	or	if such	commodities	become	unavailable,	it	could	have	a	significant	adverse	effect	on	our	ability	to	timely	and	profitably	manufacture	and	deliver	our	products	resulting	in reduced	margins	and	adverse	financial	results.

We	have	a	practice	of	maintaining,	when	available,	multiple	sources	of	supply	for	raw	materials	and	services.	However,	some	of	our	individual	plants	may	have	single sources	of	supply	for	some	of	their	raw	materials,	such	as	carbon	monoxide,	steam	and	ethylene,	or	services.	Although	we	have	been	able	to	obtain	sufficient	supplies	of raw	materials	and	services,	there	can	be	no	assurance	that	unforeseen	developments	will	not	affect	our	ability	to	source	raw	materials	or	services	in	the	future.	Even	if	we have	multiple	sources	of	supply	for	a	raw	material	or	a	service,	there	can	be	no	assurance	that	these	sources	can	make	up	for	the	loss	of	a	major	supplier.	Furthermore,	if any	sole	source	or	major	supplier	were	unable	or	unwilling	to	deliver	a	raw	material	or	a	service	for	an	extended	period	of	time,	we	may	not	be	able	to	find	an	acceptable alternative	or	any	such	alternative	could	result	in	increased	costs.	It	is	also	possible	profitability	will	be	adversely	affected	if	we	are	required	to	qualify	additional	sources of	supply	for	a	raw	material	or	a	service	to	our	specifications	in	the	event	of	the	loss	of	a	sole	source	or	major	supplier.

A	portion	of	our	supply	of	methanol	in	North	America	is	currently	obtained	from	our	joint	venture,	Fairway	Methanol	LLC	("Fairway"),	with	Mitsui	&	Co.,	Ltd.,	of Tokyo,	Japan,	in	which	we	own	a	50%	interest,	for	the	production	of	methanol	at	our	integrated	chemical	plant	in	Clear	Lake,	Texas.	Fairway	began	production	in October	2015.

# Production	at	our	manufacturing	facilities	could	be	disrupted	for	a	variety	of	reasons,	which	could	prevent	us	from	producing	enough	of	our	products	to	maintain our	sales	and	satisfy	our	customers'	demands.

A	disruption	in	production	at	one	or	more	of	our	manufacturing	facilities	could	have	a	material	adverse	effect	on	our	business.	Disruptions	could	occur	for	many reasons,	including	fire,	natural	disasters,	weather,	unplanned	maintenance	or	other	manufacturing	problems,	disease,	strikes	or	other	labor	unrest,	transportation interruption,	government	regulation,	political	unrest	or	terrorism.	Alternative	facilities	with	sufficient	capacity	or	capabilities	may	not	be	available,	may	cost substantially	more	or	may	take	a	significant	time	to	start	production,	each	of	which	could	negatively	affect	our	business	and	financial	performance.	If	one	of	our	key manufacturing	facilities	is	unable	to	produce	our	products	for	an	extended	period	of	time,	our	sales	may	be	reduced	by	the	shortfall	caused	by	the	disruption	and	we	may not	be	able	to	meet	our	customers'	needs,	which	could	cause	them	to	seek	other	suppliers.	In	particular,	production	disruptions	at	our	manufacturing	facilities	that produce	chemicals	used	as	inputs	in	the	production	of	chemicals	in	other	business	segments,	such	as	acetic	acid,	VAM	and	formaldehyde,	could	have	a	more	significant adverse	effect	on	our	business	and	financial	performance	and	results	of	operations	to	the	extent	of	such	vertical	integration.	Furthermore,	to	the	extent	a	production disruption	occurs	at	a	manufacturing	facility	that	has	been	operating	at	or	near	full	capacity,	the	resulting	shortage	of	our	product	could	be	particularly	harmful	because production	at	such	manufacturing	facility	may	not	be	able	to	reach	levels	achieved	prior	to	the	disruption.

# Failure	to	develop	new	products	and	production	technologies	or	to	implement	productivity	and	cost	reduction	initiatives	successfully	may	harm	our	competitive position.

Our	operating	results	depend	significantly	on	the	development	of	commercially	viable	new	products,	product	grades	and	applications,	as	well	as	process	technologies, free	of	any	legal	restrictions.	If	we	are	unsuccessful	in	developing	new	products,	applications	and	production	processes	in	the	future,	including	failing	to	leverage	our opportunity	pipeline	in	our	Advanced

Engineered	Materials	segment,	our	competitive	position	and	operating	results	may	be	negatively	affected.	However,	as	we	invest	in	new	technology,	we	face	the	risk	of unanticipated	operational	or	commercialization	difficulties,	including	an	inability	to	obtain	necessary	permits	or	governmental	approvals,	the	development	of	competing technologies,	failure	of	facilities	or	processes	to	operate	in	accordance	with	specifications	or	expectations,	construction	delays,	cost	over-runs,	the	unavailability	of financing,	required	materials	or	equipment	and	various	other	factors.	Likewise,	we	have	undertaken	and	are	continuing	to	undertake	initiatives	in	all	of	our	business segments	to	improve	productivity	and	performance	and	to	generate	cost	savings.	These	initiatives	may	not	be	completed	or	beneficial	or	the	estimated	cost	savings	from such	activities	may	not	be	realized.

# Our	business	exposes	us	to	potential	product	liability	claims	and	recalls,	which	could	adversely	affect	our	financial	condition	and	performance.

The	development,	manufacture	and	sale	of	specialty	chemical	products	by	us,	including	products	produced	for	the	food	and	beverage,	cigarette,	automobile,	aerospace, medical	device	and	pharmaceutical	industries,	involves	a	risk	of	exposure	to	product	liability	claims,	product	recalls,	product	seizures	and	related	adverse	publicity.	A product	liability	claim	or	judgment	against	us	could	also	result	in	substantial	and	unexpected	expenditures,	affect	consumer	or	customer	confidence	in	our	products,	and divert	management's	attention	from	other	responsibilities.	Although	we	maintain	product	liability	insurance,	there	can	be	no	assurance	that	this	type	or	the	level	of coverage	is	adequate	or	that	we	will	be	able	to	continue	to	maintain	our	existing	insurance	or	obtain	comparable	insurance	at	a	reasonable	cost,	if	at	all.	A	product	recall or	a	partially	or	completely	uninsured	judgment	against	us	could	have	a	material	adverse	effect	on	our	results	of	operations	or	financial	condition.	Although	we	have standard	contracting	policies	and	controls,	we	may	not	always	be	able	to	contractually	limit	our	exposure	to	third	party	claims	should	our	failure	to	perform	result	in downstream	supply	disruptions	or	product	recalls.

# We	could	be	subject	to	damages	based	on	claims	brought	against	us	by	our	customers	or	lose	customers	as	a	result	of	the	failure	of	our	products	to	meet	certain quality	specifications.

Our	products	provide	important	performance	attributes	to	our	customers'	products.	If	a	product	fails	to	perform	in	a	manner	consistent	with	quality	specifications,	a customer	could	seek	replacement	of	the	product	or	damages	for	costs	incurred	as	a	result	of	the	product	failing	to	perform	as	guaranteed.	A	successful	claim	or	series	of claims	against	us	could	have	a	material	adverse	effect	on	our	financial	condition	and	results	of	operations	and	could	result	in	a	loss	of	one	or	more	key	customers.

# Our	future	success	depends	in	part	on	our	ability	to	protect	our	intellectual	property	rights.	Our	inability	to	protect	and	enforce	these	rights	could	reduce	our	ability to	maintain	our	industry	position	and	our	profit	margins.

We	rely	on	our	patents,	trademarks,	copyrights,	know-how	and	trade	secrets	and	patents	and	other	technology	licensed	from	third	parties	to	protect	our	investment	in research	and	development	and	our	competitive	commercial	positions	in	manufacturing	and	marketing	our	products.	We	have	adopted	internal	policies	for	protecting	our know-how	and	trade	secrets.	In	addition,	our	practice	is	to	seek	patent	or	trade	secret	protection	for	significant	developments	that	provide	us	competitive	advantages	and freedom	to	practice	for	our	businesses.	Patents	may	cover	catalysts,	processes,	products,	intermediate	products	and	product	uses.	These	patents	are	usually	filed	in strategic	countries	throughout	the	world	and	provide	varying	periods	and	scopes	of	protection	based	on	the	filing	date	and	the	type	of	patent	application.	The	legal	life and	scope	of	protection	provided	by	a	patent	may	vary	among	those	countries	in	which	we	seek	protection.	As	patents	expire,	the	catalysts,	processes,	products, intermediate	products	and	product	uses	described	and	claimed	in	those	patents	generally	may	become	available	for	use	by	the	public	subject	to	our	continued	protection for	associated	know-how	and	trade	secrets.	We	also	seek	to	register	trademarks	as	a	means	of	protecting	the	brand	names	of	our	products,	which	brand	names	become more	important	once	the	corresponding	product	or	process	patents	have	expired.	We	operate	in	regions	of	the	world	where	intellectual	property	protection	may	be limited	and	difficult	to	enforce	and	our	continued	growth	strategy	may	result	in	us	seeking	intellectual	property	protection	in	additional	regions	with	similar	challenges. If	we	are	not	successful	in	protecting	or	maintaining	our	patent,	license,	trademark	or	other	intellectual	property	rights,	our	net	sales,	results	of	operations	and	cash	flows may	be	adversely	affected.

# Our	business	is	exposed	to	risks	associated	with	the	creditworthiness	of	our	suppliers,	customers	and	business	partners	and	the	industries	in	which	our	suppliers, customers	and	business	partners	participate	are	cyclical	in	nature,	both	of	which	may	adversely	affect	our	business	and	results	of	operations.

Our	business	is	exposed	to	risks	associated	with	the	creditworthiness	of	our	key	suppliers,	customers	and	business	partners	and	reductions	in	demand	for	our	customers' products.	These	risks	include	the	interruption	of	production	at	the	facilities	of	our	customers,	the	reduction,	delay	or	cancellation	of	customer	orders,	delays	in	or	the inability	of	customers	to	obtain	financing	to	purchase	our	products,	delays	in	or	interruptions	of	the	supply	of	raw	materials	we	purchase	and	bankruptcy	of	customers, suppliers	or	other	creditors.	Furthermore,	some	of	the	industries	in	which	our	end-use	customers	participate,	such	as	the	automotive,	electrical,	construction	and	textile industries,	are	highly	competitive,	to	a	large	extent	driven	by	end-use

applications,	and	may	experience	overcapacity,	all	of	which	may	affect	demand	for	and	the	pricing	of	our	products.	In	addition,	many	of	these	industries	are	cyclical	in nature,	thus	posing	risks	to	us	that	vary	throughout	the	year.	The	occurrence	of	any	of	these	events	may	adversely	affect	our	cash	flow,	profitability	and	financial condition.

# Failure	to	comply	with	applicable	laws	or	regulations	and/or	changes	in	applicable	laws	or	regulations	may	adversely	affect	our	business	and	financial	results	as	a whole.

We	are	subject	to	extensive	international,	national,	state,	local	and	other	laws	and	regulations.	Failure	to	comply	with	these	laws,	including	antitrust	and	anticorruption laws,	rules,	regulations	or	court	decisions,	could	expose	us	to	fines,	penalties	and	other	costs.	Although	we	have	implemented	policies	and	procedures	designed	to	ensure compliance	with	these	laws,	rules,	regulations	and	court	decisions,	there	can	be	no	assurance	that	our	employees	and	business	partners	and	other	third	parties	acting	on our	behalf	will	comply	with	these	laws,	rules,	regulations	and	court	decisions,	which	could	result	in	fines,	penalties	and	costs	and	damage	to	our	business	reputation.

Moreover,	changes	in	laws	or	regulations,	such	as	unexpected	changes	in	regulatory	requirements	(including	import	or	export	licensing	requirements),	or	changes	in reporting	requirements	of	the	US,	Canadian,	Mexican,	German,	EU	or	Asian	governmental	agencies,	could	increase	the	cost	of	doing	business	in	these	regions.	Any	of these	conditions	may	have	an	effect	on	our	business	and	financial	results	as	a	whole	and	may	result	in	volatile	current	and	future	prices	for	our	securities,	including	our stock.

# Environmental	regulations	and	other	obligations	relating	to	environmental	matters	could	subject	us	to	liability	for	fines,	clean-ups	and	other	damages,	require	us	to incur	significant	costs	to	modify	our	operations	and	increase	our	manufacturing	and	delivery	costs.

Costs	related	to	our	compliance	with	environmental	laws	and	regulations,	and	potential	obligations	with	respect	to	sites	currently	or	formerly	owned	or	operated	by	us, may	have	a	significant	negative	impact	on	our	operating	results.	We	also	have	obligations	related	to	the	indemnity	agreement	contained	in	the	demerger	and	transfer agreement	between	Celanese	GmbH	and	Hoechst	AG	for	environmental	matters	arising	out	of	certain	divestitures	that	took	place	prior	to	the	demerger.

Our	operations	are	subject	to	extensive	international,	national,	state,	local	and	other	laws	and	regulations	that	govern	environmental	and	health	and	safety	matters.	We incur	substantial	capital	and	other	costs	to	comply	with	these	requirements.	If	we	violate	any	one	of	those	laws	or	regulations,	we	can	be	held	liable	for	substantial	fines and	other	sanctions,	including	limitations	on	our	operations	as	a	result	of	changes	to	or	revocations	of	environmental	permits	involved.	Stricter	environmental,	safety	and health	laws	and	regulations	could	result	in	substantial	costs	and	liabilities	to	us	or	limitations	on	our	operations.	Consequently,	compliance	with	these	laws	and regulations	may	negatively	affect	our	earnings	and	cash	flows	in	a	particular	reporting	period.	See	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition and	Results	of	Operations	-	Liquidity	and	Capital	Resources	for	further	information.

# Changes	in	environmental,	health	and	safety	regulations	in	the	jurisdictions	where	we	manufacture	or	sell	our	products	could	lead	to	a	decrease	in	demand	for	our products.

New	or	revised	governmental	regulations	and	independent	studies	relating	to	the	effect	of	our	products	on	health,	safety	or	the	environment	may	affect	demand	for	our products	and	the	cost	of	producing	our	products.	In	addition,	products	we	produce,	including	VAM,	formaldehyde	and	plastics	derived	from	formaldehyde,	may	be classified	in	a	manner	that	would	adversely	affect	demand	for	such	products.	For	example,	the	International	Agency	for	Research	on	Cancer	("IARC"),	a	private	research agency,	classified	formaldehyde	as	carcinogenic	to	humans	(Group	1)	based	on	studies	linking	formaldehyde	exposure	to	nasopharyngeal	cancer,	a	rare	cancer	in humans.	In	addition,	several	studies	have	investigated	possible	links	between	formaldehyde	exposure	and	various	end	points,	including	leukemia.	In	October	2009, IARC	concluded	that	there	is	sufficient	evidence	of	a	causal	association	between	formaldehyde	and	the	development	of	leukemia.	In	2011,	the	National	Toxicology Program	("NTP")	released	the	12th	report	on	carcinogens,	which	changed	the	classification	of	formaldehyde	from	"reasonably	anticipated	to	be	a	human	carcinogen"	to "known	to	be	a	human	carcinogen".	Similar	to	the	IARC	modification	in	2009,	the	NTP	report	also	implicates	formaldehyde	as	a	leukemogen.	We	anticipate	that	the results	of	the	IARC's	and	the	NTP's	reviews	will	be	examined	and	considered	by	government	agencies	with	responsibility	for	setting	worker	and	environmental	exposure standards	and	labeling	requirements.

Other	pending	initiatives	potentially	will	require	toxicological	testing	and	risk	assessments	of	a	wide	variety	of	chemicals,	including	chemicals	used	or	produced	by	us. These	initiatives	include	the	Voluntary	Children's	Chemical	Evaluation	Program,	High	Production	Volume	Chemical	Initiative	and	expected	modifications	to	the	Toxic Substances	Control	Act	in	the	US,	as	well	as	various	European	Commission	programs,	such	as	the	Registration,	Evaluation,	Authorization	and	Restriction	of	Chemicals,

and	new	initiatives	in	Asia	and	other	regions.	These	assessments	may	result	in	heightened	concerns	about	the	chemicals	involved	and	additional	requirements	being placed	on	the	production,	handling,	labeling	or	use	of	the	subject	chemicals.	Such	concerns	and	additional	requirements	could	also	increase	the	cost	incurred	by	our customers	to	use	our	chemical	products	and	otherwise	limit	the	use	of	these	products,	which	could	lead	to	a	decrease	in	demand	for	these	products.	Such	a	decrease	in demand	would	likely	have	an	adverse	impact	on	our	business	and	results	of	operations.

# Our	production	facilities,	including	facilities	we	own	and/or	operate	and	operations	at	our	facilities	owned	and/or	operated	by	third	parties,	handle	the	processing of	some	volatile	and	hazardous	materials	that	subject	us	to	operating	and	other	risks	that	could	have	a	negative	effect	on	our	operating	results.

Although	we	take	precautions	to	enhance	the	safety	of,	and	minimize	the	disruption	to,	our	operations	and	operations	at	our	facilities	owned	and/or	operated	by	third parties,	we	are	subject	to	operating	and	other	risks	associated	with	chemical	manufacturing,	including	the	storage	and	transportation	of	raw	materials,	finished	products and	waste.	These	risks	include,	among	other	things,	pipeline	and	storage	tank	leaks	and	ruptures,	explosions	and	fires	and	discharges	or	releases	of	toxic	or	hazardous substances.	In	addition,	we	may	have	limited	control	over	operations	at	our	facilities	owned	and/or	operated	by	third	parties	or	such	operations	may	not	be	fully integrated	into	our	safety	programs.

These	operating	and	other	risks	can	cause	personal	injury,	property	damage,	third-party	damages	and	environmental	contamination,	and	may	result	in	the	shutdown	of affected	facilities	and	the	imposition	of	civil	or	criminal	penalties.	The	occurrence	of	any	of	these	events	may	disrupt	production	and	have	a	negative	effect	on	the productivity	and	profitability	of	a	particular	manufacturing	facility,	our	operating	results	and	cash	flows.

# US	federal	regulations	aimed	at	increasing	security	at	certain	chemical	production	plants	and	similar	legislation	that	may	be	proposed	in	the	future,	if	passed	into law,	may	increase	our	operating	costs	and	cause	an	adverse	effect	on	our	results	of	operations.

The	Chemical	Facility	Anti-Terrorism	Standards	program	("CFATS	Program"),	which	is	administered	by	the	Department	of	Homeland	Security	("DHS"),	identifies	and regulates	chemical	facilities	to	ensure	that	they	have	security	measures	in	place	to	reduce	the	risks	associated	with	potential	terrorist	attacks	on	chemical	plants	located	in the	US.	In	December	2014,	the	Protecting	and	Securing	Chemical	Facilities	from	Terrorist	Attacks	Act	of	2014	("CFATS	Act")	was	enacted.	The	CFATS	Act reauthorizes	the	CFATS	Program	for	four	years.	DHS	has	released	an	interim	final	rule	under	the	CFATS	Program	that	imposes	comprehensive	federal	security regulations	for	high-risk	chemical	facilities	in	possession	of	specified	quantities	of	chemicals	of	interest.	This	rule	establishes	risk-based	performance	standards	for	the security	of	our	nation's	chemical	facilities.	It	requires	covered	chemical	facilities	to	prepare	Security	Vulnerability	Assessments,	which	identify	facility	security vulnerabilities,	and	to	develop	and	implement	Site	Security	Plans,	which	include	measures	that	satisfy	the	identified	risk-based	performance	standards.	We	cannot determine	with	certainty	the	costs	associated	with	any	security	measures	that	DHS	may	require.

# We	are	subject	to	risks	associated	with	possible	climate	change	legislation,	regulation	and	international	accords.

Greenhouse	gas	emissions	have	become	the	subject	of	a	large	amount	of	international,	national,	regional,	state	and	local	attention.	For	example,	the	Environmental Protection	Agency	has	promulgated	rules	concerning	greenhouse	gas	emissions	and	cap	and	trade	initiatives	to	limit	greenhouse	gas	emissions	have	been	introduced	in the	EU.	In	addition,	regulation	of	greenhouse	gas	also	could	occur	pursuant	to	future	treaty	obligations,	statutory	or	regulatory	changes	or	new	climate	change legislation.	For	instance,	the	2015	Paris	Climate	Summit	Agreement	resulted	in	voluntary	commitments	by	numerous	countries	to	reduce	their	greenhouse	gas	emissions, which	ultimately	could	result	in	firm	commitments	by	various	nations	with	respect	to	future	greenhouse	gas	emissions.	As	such,	future	environmental	legislative	and regulatory	developments	related	to	climate	change	are	possible,	which	could	materially	increase	operating	costs	in	the	chemical	industry	and	thereby	increase	our manufacturing	and	delivery	costs.

# Our	business	and	financial	results	may	be	adversely	affected	by	various	legal	and	regulatory	proceedings.

We	are	involved	in	legal	and	regulatory	proceedings,	lawsuits,	claims	and	investigations	in	the	normal	course	of	business	and	could	become	subject	to	additional	claims in	the	future,	some	of	which	could	be	material.	The	outcome	of	existing	proceedings,	lawsuits,	claims	and	investigations	may	differ	from	our	expectations	because	the outcomes	of	such	proceedings,	including	regulatory	matters,	are	often	difficult	to	reliably	predict.	Various	factors	or	developments	can	lead	us	to	change	current estimates	of	liabilities	and	related	insurance	receivables	where	applicable,	or	permit	us	to	make	such	estimates	for	matters	previously	not	susceptible	to	reasonable estimates,	such	as	a	significant	judicial	ruling	or	judgment,	a	significant	settlement,	significant	regulatory	developments,	or	changes	in	applicable	law.	A	future	adverse ruling,	settlement,	or	unfavorable	development	could	result	in	charges	that	could	have	a	material	adverse	effect	on	our	business,	results	of	operations	or	financial

condition	in	any	particular	period.	See	Note	16	-	Environmental	and	Note	24	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements for	further	information.

# Changes	in,	or	the	interpretation	of,	tax	legislation	or	rates	throughout	the	world	could	materially	impact	our	results.

Our	future	effective	tax	rate	and	related	tax	balance	sheet	attributes	could	be	impacted	by	changes	in	tax	legislation	throughout	the	world.	The	overall	tax	environment has	made	it	increasingly	challenging	for	multinational	corporations	to	operate	with	certainty	about	taxation	in	many	jurisdictions.	For	example,	the	European Commission	has	been	conducting	investigations	focusing	on	whether	local	country	tax	rulings	or	tax	legislation	provide	preferential	tax	treatment	that	violates	EU	state aid	rules.	In	addition,	the	Organization	of	Economic	Cooperation	and	Development,	which	represents	a	coalition	of	member	countries,	is	supporting	changes	to numerous	long-standing	tax	principles	through	its	base	erosion	and	profit	shifting	project,	which	is	focused	on	a	number	of	issues,	including	the	shifting	of	profits among	affiliated	entities	located	in	different	tax	jurisdictions.	Furthermore,	a	number	of	countries	where	we	do	business,	including	the	US	and	many	countries	in	the	EU, are	considering	changes	in	relevant	tax,	accounting	and	other	laws,	regulations	and	interpretations,	including	changes	to	tax	laws	applicable	to	multinational corporations.	The	increasingly	complex	global	tax	environment	could	have	a	material	adverse	effect	on	our	effective	tax	rate,	results	of	operations,	cash	flows	and financial	condition.

Currently,	the	majority	of	our	net	sales	are	generated	from	customers	located	outside	of	the	US,	and	a	substantial	portion	of	our	assets	and	employees	are	located	outside of	the	US.	If	these	offshore	funds	are	needed	for	our	operations	in	the	US,	we	will	access	such	funds	in	a	tax	efficient	manner	to	satisfy	cash	flow	needs.

We	have	not	accrued	income	taxes	or	foreign	withholding	taxes	on	undistributed	earnings	for	most	non-US	subsidiaries,	because	those	earnings	are	intended	to	be indefinitely	reinvested	in	the	operations	of	those	subsidiaries.	Certain	tax	proposals	with	respect	to	such	earnings	could	substantially	increase	our	tax	expense,	which would	substantially	reduce	our	income	and	have	a	material	adverse	effect	on	our	results	of	operations	and	cash	flows	from	operating	activities.	Currently,	there	are	no contemplated	cash	distributions	that	will	result	in	incremental	US	taxes	payable	in	excess	of	applicable	foreign	tax	credits	related	to	such	undistributed	earnings.	As	a result,	we	have	not	provided	any	deferred	income	taxes	on	the	portion	of	undistributed	foreign	earnings	determined	not	to	be	permanently	reinvested	in	foreign operations.

Our	future	effective	tax	rates	could	be	affected	by	changes	in	the	mix	of	earnings	in	countries	with	differing	statutory	tax	rates,	expirations	of	tax	holidays	or	rulings, changes	in	the	assessment	regarding	the	realization	of	deferred	tax	assets,	or	changes	in	tax	laws	and	regulations	or	their	interpretation.	We	are	subject	to	the	regular examination	of	our	income	tax	returns	by	various	tax	authorities.	Examinations	in	material	jurisdictions	or	changes	in	laws,	rules,	regulations	or	interpretations	by	local taxing	authorities	could	result	in	impacts	to	tax	years	open	under	statute	or	to	foreign	operating	structures	currently	in	place.	We	regularly	assess	the	likelihood	of adverse	outcomes	resulting	from	these	examinations	or	changes	in	laws,	rules,	regulations	or	interpretations	to	determine	the	adequacy	of	our	provision	for	taxes.	It	is possible	the	outcomes	from	these	examinations	will	have	a	material	adverse	effect	on	our	financial	condition	and	operating	results.

# Our	significant	non-US	operations	expose	us	to	global	exchange	rate	fluctuations	that	could	adversely	impact	our	profitability.

We	conduct	a	significant	portion	of	our	operations	outside	the	US.	Consequently,	fluctuations	in	currencies	of	other	countries,	especially	the	Euro,	may	materially	affect our	operating	results.	Because	our	consolidated	financial	statements	are	presented	in	US	dollars,	we	must	translate	revenues,	income	and	expenses,	as	well	as	assets	and liabilities,	into	US	dollars	based	on	average	exchange	rates	prevailing	during	the	reporting	period	or	the	exchange	rate	at	the	end	of	that	period.	Therefore,	increases	or decreases	in	the	value	of	the	US	dollar	against	other	major	currencies	will	affect	our	net	operating	revenues,	operating	income	and	the	cost	of	balance	sheet	items denominated	in	foreign	currencies.	Foreign	exchange	rates	can	also	impact	the	competitiveness	of	products	produced	in	certain	jurisdictions	and	exported	for	sale	into other	jurisdictions.	These	changes	may	impact	the	value	received	for	the	sale	of	our	goods	versus	those	of	our	competitors.

In	addition	to	currency	translation	risks,	we	incur	a	currency	transaction	risk	whenever	one	of	our	operating	subsidiaries	enters	into	a	purchase	or	sales	transaction	using a	currency	different	from	the	operating	subsidiary's	functional	currency.	Given	the	volatility	of	exchange	rates,	particularly	the	strengthening	of	the	US	dollar	against major	currencies	or	the	currencies	of	large	developing	countries,	we	may	not	be	able	to	manage	our	currency	transaction	and	translation	risks	effectively.

We	use	financial	instruments	to	hedge	certain	exposure	to	foreign	currency	fluctuations,	but	those	hedges	in	most	cases	cover	existing	balance	sheet	exposures	and	not future	transactional	exposures.	We	cannot	guarantee	that	our	hedging	strategies	will	be	effective.	In	addition,	the	use	of	financial	instruments	creates	counterparty settlement	risk.	Failure	to	effectively	manage	these	risks	could	have	an	adverse	impact	on	our	financial	position,	results	of	operations	and	cash	flows.

# We	are	subject	to	information	technology	security	threats	that	could	materially	affect	our	business.

We	have	been	and	will	continue	to	be	subject	to	advanced	persistent	information	technology	security	threats.	While	some	unauthorized	access	to	our	information technology	systems	occurs,	we	believe	to	date	these	threats	have	not	had	a	material	impact	on	our	business.	We	seek	to	detect	and	investigate	these	security	incidents and	to	prevent	their	recurrence	but	in	some	cases	we	might	be	unaware	of	an	incident	or	its	magnitude	and	effects.	The	theft,	mis-use	or	publication	of	our	intellectual property	and/or	confidential	business	information	or	the	compromising	of	our	systems	or	networks	could	harm	our	competitive	position,	cause	operational	disruption, reduce	the	value	of	our	investment	in	research	and	development	of	new	products	and	other	strategic	initiatives	or	otherwise	adversely	affect	our	business	or	results	of operations.	To	the	extent	that	any	security	breach	results	in	inappropriate	disclosure	of	our	employees',	customers'	or	vendors'	confidential	information,	we	may	incur liability	as	a	result.	Although	we	attempt	to	mitigate	these	risks	by	employing	a	number	of	measures,	including	monitoring	of	our	systems	and	networks,	and maintenance	of	backup	and	protective	systems,	our	systems,	networks,	products	and	services	remain	potentially	vulnerable	to	increasingly	sophisticated	advanced persistent	threats	that	may	have	a	material	effect	on	our	business.	In	addition,	the	devotion	of	additional	resources	to	the	security	of	our	information	technology	systems in	the	future	could	significantly	increase	the	cost	of	doing	business	or	otherwise	adversely	impact	our	financial	results.

# Our	success	depends	upon	our	ability	to	attract	and	retain	key	employees	and	the	identification	and	development	of	talent	to	succeed	senior	management.

We	rely	heavily	on	our	management	team.	Accordingly,	our	success	depends	on	our	ability	to	attract	and	retain	key	personnel.	The	inability	to	recruit	and	retain	key personnel	or	the	unexpected	loss	of	key	personnel	may	adversely	affect	our	operations.	In	addition,	because	of	our	reliance	on	our	management	team,	our	future	success depends	in	part	on	our	ability	to	identify	and	develop	talent	to	succeed	senior	management.	The	retention	of	key	personnel	and	appropriate	senior	management succession	planning	will	continue	to	be	important	to	the	successful	implementation	of	our	strategies.

# Significant	changes	in	pension	fund	investment	performance	or	assumptions	relating	to	pension	costs	may	have	a	material	effect	on	the	valuation	of	pension obligations,	the	funded	status	of	pension	plans	and	our	pension	cost.

The	cost	of	our	pension	plans	is	incurred	over	long	periods	of	time	and	involves	many	uncertainties	during	those	periods	of	time.	Our	funding	policy	for	pension	plans	is to	accumulate	plan	assets	that,	over	the	long	run,	will	approximate	the	present	value	of	projected	benefit	obligations.	Our	pension	cost	is	materially	affected	by	the discount	rate	used	to	measure	pension	obligations,	the	level	and	value	of	plan	assets	available	to	fund	those	obligations	at	the	measurement	date	and	the	expected	long- term	rate	of	return	on	plan	assets.	Significant	changes	in	investment	performance	or	a	change	in	the	portfolio	mix	of	invested	assets	will	likely	result	in	corresponding increases	and	decreases	in	the	valuation	of	plan	assets	and	a	change	in	the	discount	rate	or	mortality	assumptions,	which	will	likely	result	in	an	increase	or	decrease	in the	valuation	of	pension	obligations.	The	combined	impact	of	these	changes	will	affect	the	reported	funded	status	of	our	pension	plans	as	well	as	the	net	periodic pension	cost	in	the	following	fiscal	years.	In	recent	years,	an	extended	duration	strategy	in	the	asset	portfolio	has	been	implemented	in	some	plans	to	reduce	the influence	of	liability	volatility	due	to	changes	in	interest	rates.	If	the	funded	status	of	a	pension	plan	declines,	we	may	be	required	to	make	unscheduled	contributions	in addition	to	those	contributions	for	which	we	have	already	planned.

# Some	of	our	employees	are	unionized,	represented	by	workers	councils	or	are	subject	to	local	laws	that	are	less	favorable	to	employers	than	the	laws	of	the	US.

As	of	December	31,	2016,	we	had	7,293	employees	globally.	Approximately	17%	of	our	2,600	US-based	employees	are	unionized.	In	addition,	a	large	number	of	our employees	are	employed	in	countries	in	which	employment	laws	provide	greater	bargaining	or	other	employment	rights	than	the	laws	of	the	US.	Such	employment rights	require	us	to	work	collaboratively	with	the	legal	representatives	of	the	employees	to	effect	any	changes	to	labor	agreements.	Most	of	our	employees	in	Europe	are represented	by	workers	councils	and/or	unions	that	must	approve	any	changes	in	terms	and	conditions	of	employment,	including	potentially	salaries	and	benefits.	They may	also	impede	efforts	to	restructure	our	workforce.	Although	we	believe	we	have	a	good	working	relationship	with	our	employees	and	their	legal	representatives,	a strike,	work	stoppage,	or	slowdown	by	our	employees	could	occur,	resulting	in	a	disruption	of	our	operations	or	higher	ongoing	labor	costs.

# Provisions	in	our	certificate	of	incorporation	and	bylaws,	as	well	as	any	stockholders'	rights	plan,	may	discourage	a	takeover	attempt.

Provisions	contained	in	our	certificate	of	incorporation	and	bylaws	could	make	it	more	difficult	for	a	third	party	to	acquire	us,	even	if	doing	so	might	be	beneficial	to	our stockholders.	Provisions	of	our	certificate	of	incorporation	and	bylaws	impose	various	procedural	and	other	requirements,	which	could	make	it	more	difficult	for stockholders	to	effect	certain	corporate

actions.	For	example,	our	certificate	of	incorporation	authorizes	our	Board	of	Directors	to	determine	the	rights,	preferences,	privileges	and	restrictions	of	unissued	series of	preferred	stock,	without	any	vote	or	action	by	our	stockholders.	Thus,	our	Board	of	Directors	can	authorize	and	issue	shares	of	preferred	stock	with	voting	or conversion	rights	that	could	adversely	affect	the	voting	or	other	rights	of	holders	of	our	Series	A	common	stock,	par	value	$0.0001	per	share	("Common	Stock").	These rights	may	have	the	effect	of	delaying	or	deterring	a	change	of	control	of	our	Company.	In	addition,	a	change	of	control	of	our	Company	may	be	delayed	or	deterred	as a	result	of	any	stockholders'	rights	plan	that	our	Board	of	Directors	may	adopt.	These	provisions	could	limit	the	price	that	certain	investors	might	be	willing	to	pay	in	the future	for	shares	of	our	Common	Stock.

# We	may	incur	significant	charges	in	the	event	we	close	or	divest	all	or	part	of	a	manufacturing	plant	or	facility.

We	periodically	assess	our	manufacturing	operations	in	order	to	manufacture	and	distribute	our	products	in	the	most	efficient	manner.	Based	on	our	assessments,	we may	make	capital	improvements	to	modernize	certain	units,	move	manufacturing	or	distribution	capabilities	from	one	plant	or	facility	to	another	plant	or	facility, discontinue	manufacturing	or	distributing	certain	products	or	close	or	divest	all	or	part	of	a	manufacturing	plant	or	facility.	We	also	have	shared	services	agreements	at several	of	our	plants	and	if	such	agreements	are	terminated	or	revised,	we	would	assess	and	potentially	adjust	our	manufacturing	operations.	The	closure	or	divestiture	of all	or	part	of	a	manufacturing	plant	or	facility	could	result	in	future	charges	that	could	be	significant.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the accompanying	consolidated	financial	statements	for	further	information.

# We	may	not	be	able	to	complete	future	acquisitions	or	successfully	integrate	future	acquisitions	into	our	business,	which	could	adversely	affect	our	business	or results	of	operations.

As	part	of	our	growth	strategy,	we	intend	to	pursue	acquisitions	and	joint	venture	opportunities.	Successful	accomplishment	of	this	objective	may	be	limited	by	the availability	and	suitability	of	acquisition	candidates	and	by	our	financial	resources,	including	available	cash	and	borrowing	capacity.	Acquisitions	involve	numerous risks,	including	difficulty	determining	appropriate	valuation,	integrating	operations,	technologies,	services	and	products	of	the	acquired	lines	or	businesses,	personnel turnover	and	the	diversion	of	management's	attention	from	other	business	matters.	In	addition,	we	may	be	unable	to	achieve	anticipated	benefits	from	these	acquisitions in	the	time	frame	that	we	anticipate,	or	at	all,	which	could	adversely	affect	our	business	or	results	of	operations.

# The	insurance	coverage	that	we	maintain	may	not	fully	cover	all	operational	risks.

We	maintain	property,	business	interruption	and	casualty	insurance	but	such	insurance	may	not	cover	all	of	the	risks	associated	with	the	hazards	of	our	business	and	is subject	to	limitations,	including	deductibles	and	maximum	liabilities	covered.	We	may	incur	losses	beyond	the	limits,	or	outside	the	coverage,	of	our	insurance	policies, including	liabilities	for	environmental	remediation.	In	the	future,	the	types	of	insurance	we	obtain	and	the	level	of	coverage	we	maintain	may	be	inadequate	or	we	may be	unable	to	continue	to	maintain	our	existing	insurance	or	obtain	comparable	insurance	at	a	reasonable	cost.

# Differences	in	views	with	our	joint	venture	participants	may	cause	our	joint	ventures	not	to	operate	according	to	their	business	plans,	which	may	adversely	affect our	results	of	operations.

We	currently	participate	in	a	number	of	joint	ventures	and	may	enter	into	additional	joint	ventures	in	the	future.	The	nature	of	a	joint	venture	requires	us	to	work cooperatively	with	unaffiliated	third	parties.	Differences	in	views	among	joint	venture	participants	may	result	in	delayed	decisions	or	failure	to	agree	on	major	decisions. If	these	differences	cause	the	joint	ventures	to	deviate	from	their	business	plans	or	to	fail	to	achieve	their	desired	operating	performance,	our	results	of	operations	could be	adversely	affected.

# Risks	Related	to	Our	Indebtedness

Our	level	of	indebtedness	and	other	liabilities	could	diminish	our	ability	to	raise	additional	capital	to	fund	our	operations	or	refinance	our	existing	indebtedness when	it	matures,	limit	our	ability	to	react	to	changes	in	the	economy	or	the	chemicals	industry	and	prevent	us	from	meeting	obligations	under	our	indebtedness.

See	Note	14	-	Debt	in	the	accompanying	consolidated	financial	statements	for	further	information	about	our	indebtedness.	See	Note	13	-	Noncurrent	Other	Liabilities, Note	15	-	Benefit	Obligations	and	Note	16	-	Environmental	in	the	accompanying	consolidated	financial	statements	for	further	information	about	our	other	obligations.

# Our	level	of	indebtedness	and	other	liabilities	could	have	important	consequences,	including:

•Increasing	our	vulnerability	to	general	economic	and	industry	conditions,	including	exacerbating	the	impact	of	any	adverse	business	effects	that	are	determined	to be	material	adverse	events	under	our	existing	senior	credit	agreement	(the	"New	Credit	Agreement")	or	our	indentures	(the	"Indentures")	governing	our	€300 million	in	aggregate	principal	amount	of	3.250%	senior	unsecured	notes	due	2019,	$400	million	in	aggregate	principal	amount	of	5.875%	senior	unsecured	notes due	2021,	$500	million	in	aggregate	principal	amount	of	4.625%	senior	unsecured	notes	due	2022	and	€750	million	in	aggregate	principal	amount	of	1.125%	senior unsecured	notes	due	2023	(collectively,	the	"Senior	Notes");

•Requiring	a	substantial	portion	of	cash	flow	from	operations	to	be	dedicated	to	the	payment	of	principal	and	interest	on	indebtedness	and	amounts	payable	in connection	with	the	satisfaction	of	our	other	liabilities,	therefore	reducing	our	ability	to	use	our	cash	flow	to	fund	operations,	capital	expenditures	and	future business	opportunities	or	pay	dividends	on	our	Common	Stock;

•Exposing	us	to	the	risk	of	increased	interest	rates	as	certain	of	our	borrowings	are	at	variable	rates	of interest;

•Exposing	us	to	the	risk	of	changes	in	currency	exchange	rates	as	certain	of	our	borrowings	are	denominated	in	foreign currencies;

•Limiting	our	ability	to	obtain	additional	financing	for	working	capital,	capital	expenditures,	product	development,	debt	service	requirements,	acquisitions	and general	corporate	or	other	purposes;

•Limiting	our	ability	to	enter	into	certain	commercial	arrangements	because	of	concerns	of	counterparty	risks;

•Limiting	our	ability	to	adjust	to	changing	market	conditions	and	placing	us	at	a	competitive	disadvantage	compared	to	our	competitors	who	have	less debt.

# We	may	incur	additional	indebtedness	in	the	future,	which	could	increase	the	risks	described	above.

Although	covenants	under	the	New	Credit	Agreement	and	the	Indentures	limit	our	ability	to	incur	certain	additional	indebtedness,	these	restrictions	are	subject	to	a number	of	qualifications	and	exceptions,	and	the	indebtedness	we	could	incur	in	compliance	with	these	restrictions	could	be	significant.	To	the	extent	that	we	incur additional	indebtedness,	the	risks	associated	with	our	debt	described	above,	including	our	possible	inability	to	service	our	debt,	including	the	Senior	Notes,	would increase.

# Our	variable	rate	and	euro	denominated	indebtedness	subjects	us	to	interest	rate	risk	and	foreign	currency	exchange	rate	risk,	which	could	cause	our	debt	service obligations	to	increase	significantly	and	affect	our	operating	results.

Certain	of	our	borrowings	are	at	variable	rates	of	interest	or	are	euro	denominated,	which	exposes	us	to	interest	rate	risk	and	currency	exchange	rate	risk,	respectively. See	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	-	Liquidity	and	Capital	Resources,	Item	7A.	Quantitative	and Qualitative	Disclosures	About	Market	Risk	below	and	Note	22	-	Derivative	Financial	Instruments	in	the	accompanying	consolidated	financial	statements	for	further information.

# We	may	not	be	able	to	generate	sufficient	cash	to	service	our	indebtedness	and	may	be	forced	to	take	other	actions	to	satisfy	obligations	under	our	indebtedness, which	may	not	be	successful.

Our	ability	to	make	scheduled	payments	on	or	to	refinance	our	debt	obligations	depends	on	the	financial	condition	and	operating	performance	of	our	subsidiaries,	which are	subject	to	prevailing	economic	and	competitive	conditions	and	to	certain	financial,	business	and	other	factors	beyond	our	control.	We	may	not	be	able	to	maintain	a level	of	cash	flows	from	operating	activities	sufficient	to	permit	us	to	pay	the	principal,	premium,	if	any,	and	interest	on	our	indebtedness.

If	our	cash	flows	and	capital	resources	are	insufficient	to	fund	our	debt	service	obligations,	we	may	be	forced	to	reduce	or	delay	capital	expenditures,	sell	assets,	seek additional	capital	or	restructure	or	refinance	our	indebtedness.	These	alternative	measures	may	not	be	successful	and	may	not	permit	us	to	meet	our	scheduled	debt service	obligations.	In	the	absence	of	such	operating	results	and	resources,	we	could	face	substantial	liquidity	problems	and	might	be	required	to	dispose	of	material assets	or	operations	to	meet	our	debt	service	and	other	obligations.	We	may	not	be	able	to	consummate	those	dispositions	or	to	obtain	the	proceeds	that	we	could	realize from	them,	and	these	proceeds	may	not	be	adequate	to	meet	any	debt	service	obligations	then	due.

# Restrictive	covenants	in	our	debt	agreements	may	limit	our	ability	to	engage	in	certain	transactions	and	may	diminish	our	ability	to	make	payments	on	our indebtedness	or	pay	dividends.

The	New	Credit	Agreement,	the	Indentures	and	the	Receivables	Purchase	Agreement	(the	"Purchase	Agreement")	governing	our	receivables	securitization	facility	each contain	various	covenants	that	limit	our	ability	to	engage	in	specified	types	of	transactions.	The	New	Credit	Agreement	contains	covenants	including,	but	not	limited	to, restrictions	on	our	ability	to	incur	additional	debt;	incur	liens	securing	debt;	enter	into	sale-leaseback	transactions;	merge	or	consolidate	with	any	other	person;	and	sell, assign,	transfer,	lease,	convey	or	otherwise	dispose	of	all	or	substantially	all	of	the	Issuer's	assets	or	the	assets	of	its	subsidiaries.

In	addition,	the	Indentures	limit	Celanese	US	Holdings	LLC	("Celanese	US")	and	certain	of	its	subsidiaries'	ability	to,	among	other	things,	incur	liens	securing	debt; enter	into	sale-leaseback	transactions;	merge	or	consolidate	with	any	other	person;	and	sell,	assign,	transfer,	lease,	convey	or	otherwise	dispose	of	all	or	substantially	all of	Celanese	US's	assets	or	the	assets	of	its	restricted	subsidiaries.

The	Purchase	Agreement	also	contains	covenants	including,	but	not	limited	to,	restrictions	on	CE	Receivables	LLC,	a	wholly-owned,	"bankruptcy	remote"	special purpose	subsidiary	of	the	Company,	and	certain	other	Company	subsidiaries'	ability	to	incur	indebtedness;	grant	liens	on	assets;	merge,	consolidate,	or	sell	certain	assets; prepay	or	modify	certain	indebtedness;	and	engage	in	other	businesses.

Such	restrictions	in	our	debt	obligations	could	result	in	us	having	to	obtain	the	consent	of	our	lenders	and	holders	of	the	Senior	Notes	in	order	to	take	certain	actions. Disruptions	in	credit	markets	may	prevent	us	from	obtaining	or	make	it	more	difficult	or	more	costly	for	us	to	obtain	such	consents.	Our	ability	to	expand	our	business	or to	address	declines	in	our	business	may	be	limited	if	we	are	unable	to	obtain	such	consents.

A	breach	of	any	of	these	covenants	could	result	in	a	default,	which,	if	not	cured	or	waived,	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and results	of	operations.	Furthermore,	a	default	under	the	New	Credit	Agreement	could	permit	lenders	to	accelerate	the	maturity	of	our	indebtedness	under	the	New	Credit Agreement	and	to	terminate	any	commitments	to	lend.	If	the	lenders	under	the	New	Credit	Agreement	accelerate	the	repayment	of	such	indebtedness,	we	may	not	have sufficient	liquidity	to	repay	such	amounts	or	our	other	indebtedness,	including	the	Senior	Notes.	In	such	event,	we	could	be	forced	into	bankruptcy	or	liquidation.

Celanese	and	Celanese	US	are	holding	companies	and	depend	on	subsidiaries	to	satisfy	their	obligations	under	the	Senior	Notes	and	the	guarantee	of	Celanese	US's obligations	under	the	Senior	Notes	and	the	New	Credit	Agreement	by	Celanese.

As	holding	companies,	Celanese	and	Celanese	US	conduct	substantially	all	of	their	operations	through	their	subsidiaries,	which	own	substantially	all	of	our	consolidated assets.	Consequently,	the	principal	source	of	cash	to	pay	Celanese	and	Celanese	US's	obligations,	including	obligations	under	the	Senior	Notes	and	the	guarantee	of Celanese	US's	obligations	under	the	New	Credit	Agreement	and	the	Indentures	by	Celanese,	is	the	cash	that	our	subsidiaries	generate	from	their	operations.	We	cannot assure	that	our	subsidiaries	will	be	able	to,	or	be	permitted	to,	make	distributions	to	enable	Celanese	US	and/or	Celanese	to	make	payments	in	respect	of	their obligations.	Each	of	our	subsidiaries	is	a	distinct	legal	entity	and,	under	certain	circumstances,	applicable	country	or	state	laws,	regulatory	limitations	and	terms	of	our debt	instruments	may	limit	our	subsidiaries'	ability	to	distribute	cash	to	Celanese	US	and	Celanese.	While	the	New	Credit	Agreement	and	the	Indentures	limit	the	ability of	our	subsidiaries	to	put	restrictions	on	paying	dividends	or	making	other	intercompany	payments	to	us,	these	limitations	are	subject	to	certain	qualifications	and exceptions,	which	may	have	the	effect	of	significantly	restricting	the	applicability	of	those	limits.	In	the	event	Celanese	US	and/or	Celanese	do	not	receive	distributions from	our	subsidiaries,	Celanese	US	and/or	Celanese	may	be	unable	to	make	required	payments	on	the	indebtedness	under	the	New	Credit	Agreement,	the	Indentures,	the guarantee	of	Celanese	US's	obligations	under	the	New	Credit	Agreement	and	the	Indentures	by	Celanese,	or	our	other	indebtedness.

# Item	1B.		Unresolved	Staff	Comments

None.

# Item	2.		Properties

# Description	of	Property

We	and	our	affiliates	own	or	lease	numerous	production	and	manufacturing	facilities	throughout	the	world.	We	also	own	or	lease	other	properties,	including	office buildings,	warehouses,	pipelines,	research	and	development	facilities	and	sales	offices.	We	continuously	review	and	evaluate	our	facilities	as	a	part	of	our	strategy	to optimize	our	business	portfolio.	The	following	table	sets	forth	a	list	of	our	principal	offices,	production	and	other	facilities	throughout	the	world	as	of	December	31, 2016.

(1) Celanese	owns	the	assets	on	this	site	and	leases	the	land	through	the	terms	of	a	long-term	land lease.

(2) Multiple	Celanese	business	segments	conduct	operations	at	the	Nanjing	facility.	Celanese	owns	the	assets	on	this	site.	Celanese	also	owns	the	land	through	"land use	right	grants"	for	46	to	50	years	with	the	right	to	transfer,	mortgage	or	lease	such	land	during	the	term	of	the	respective	land	use	right	grant.

(3) Multiple	Celanese	business	segments	conduct	operations	at	the	Frankfurt	Hoechst	Industrial	Park	located	in	Frankfurt	am	Main, Germany.

(4) Methanol	is	produced	by	our	joint	venture,	Fairway	Methanol	LLC,	in	which	Celanese	owns	a	50% interest.

(5) A	Celanese	equity	method investment.

(6) A	Celanese	cost	method	investment.	Kunming	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	leases	the	land	from	China	National	Tobacco Corporation.

(7) A	Celanese	cost	method	investment.	Nantong	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	the	land	through	"land	use	right	grants"	with	the	right	to transfer,	mortgage	or	lease	such	land	during	the	term	of	the	respective	land	use	right	grant.

(8) A	Celanese	cost	method	investment.	Zhuhai	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	leases	the	land	from	China	National	Tobacco Corporation.

# Item	3.		Legal	Proceedings

See	Note	16	-	Environmental	and	Note	24	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements	for	a	discussion	of	environmental matters	and	commitments	and	contingencies	related	to	legal	and	regulatory	proceedings.

# Item	4.		Mine	Safety	Disclosures

# Executive	Officers	of	the	Registrant

The	names,	ages	and	biographies	of	our	executive	officers	as	of	February	10,	2017	are	as	follows:

Mark	C.	Rohr	was	named	our	Chairman	of	the	Board	of	Directors,	President	and	Chief	Executive	Officer	in	April	2012	after	being	a	member	of	our	Board	of	Directors since	April	2007.	Prior	to	joining	the	Company,	Mr.	Rohr	was	Executive	Chairman	and	director	of	Albemarle	Corporation,	a	global	developer,	manufacturer	and marketer	of	highly-engineered	specialty	chemicals.	During	his	11	years	with	Albemarle,	he	held	various	executive	positions,	including	Chairman	and	Chief	Executive Officer.	Earlier	in	his	career,	Mr.	Rohr	held	executive	leadership	roles	with	various	companies,	including	Occidental	Chemical	Corporation	and	The	Dow	Chemical Company.	Mr.	Rohr	has	served	on	the	board	of	directors	of	Ashland	Global	Holdings	Inc.	(f/k/a	Ashland	Inc.)	since	2008,	and	currently	serves	as	a	member	of	its	audit committee	and	its	environmental,	health	&	safety	committee.	In	2016,	he	also	served	as	Chairman	of	the	American	Chemistry	Council's	Executive	Committee	and	as Chairman	of	the	International	Association	of	Chemical	Associations.	Mr.	Rohr	received	a	bachelor's	degree	in	chemistry	and	chemical	engineering	from	Mississippi State	University.

Patrick	D.	Quarles	has	served	as	our	Executive	Vice	President	and	President,	Acetyl	Chain	and	Integrated	Supply	Chain	since	June	2015.	Prior	to	joining	the	Company, Mr.	Quarles	held	a	variety	of	leadership	positions	at	LyondellBasell	Industries	N.V.	before	serving	as	Executive	Vice	President	of	the	Intermediates	and	Derivatives (I&D)	segment	and	the	supply	chain	and	procurement	functions	from	January	2015	to	June	2015,	including	serving	as	a	member	of	LyondellBasell's	Management	Board from	April	2014	to	June	2015,	Senior	Vice	President	-	I&D	from	2009	to	April	2014	and	Vice	President	of	Performance	Chemicals	from	2004	to	2009.	Mr.	Quarles began	his	career	in	1990	at	ARCO	Chemical/Union	Carbide	where	he	held	various	positions	in	sales,	marketing	and	business	management.	Mr.	Quarles	earned	a bachelor	of	science	degree	in	mechanical	engineering	from	Clemson	University	and	a	master	of	management	degree	from	The	Kellogg	School	of	Management	at Northwestern	University.

Scott	M.	Sutton	has	served	as	our	Executive	Vice	President	and	President,	Materials	Solutions	since	June	2015.	From	January	2015	to	June	2015,	Mr.	Sutton	served	as our	Vice	President	and	General	Manager	of	the	Engineered	Materials	business.	Prior	to	January	2015,	Mr.	Sutton	served	as	our	Vice	President	of	Supply	Chain	from March	2014	to	January	2015	and	as	our	Vice	President	of	Acetic	Acid	and	Anhydride	from	August	2013	to	March	2014.	Mr.	Sutton	had	28	years	of	industry	experience prior	to	joining	the	Company,	including	serving	as	President	and	General	Manager	of	Chemtura	Corporation's	AgroSolutions	business,	business	manager	for	Landmark Structures	and	Vice	President	of	a	division	of	Albemarle	Corporation.	Mr.	Sutton	earned	a	civil	engineering	degree	from	Louisiana	State	University	and	is	a	registered professional	engineer	in	Texas.

Peter	G.	Edwards	has	served	as	our	Executive	Vice	President	and	General	Counsel	since	January	23,	2017.	Mr.	Edwards	previously	was	Executive	Vice	President	and General	Counsel	of	Baxalta	Incorporated,	the	biopharmaceutical	spin-off	from	Baxter,	from	June	2015	until	its	merger	with	Shire	plc	in	July	2016.	Before	that,	he	was Senior	Vice	President	and	General	Counsel	of	the	global	specialty	pharmaceuticals	company	Mallinckrodt	plc	from	June	2013	to	June	2015,	and	served	as	its	Vice President	and	General	Counsel	from	May	2010	to	its	spin-off	from	Covidien	plc	in	June	2013.	He	previously	served	as	Executive	Vice	President	and	General	Counsel for	Solvay	Pharmaceuticals	in	Brussels,	Belgium	from	June	2007	until	April	2010	and	as	its	Senior	Vice	President	and	General	Counsel	in	the	US	from	October	2005	to June	2007.	Before	that,	he	held	in-

house	positions	of	increasing	responsibility	within	Mettler-Toledeo,	Inc.	and	Eli	Lilly	and	Company.	Mr.	Edwards	began	his	career	in	1990	as	an	associate	in	the	Kansas City,	Missouri	office	of	Shook,	Hardy	&	Bacon	L.L.P.	Mr.	Edwards	received	his	J.D.,	cum	laude,	from	Brigham	Young	University.

Christopher	W.	Jensen	has	served	as	our	Chief	Financial	Officer	since	July	2015	and	as	our	Senior	Vice	President,	Finance	since	April	2011.	He	served	as	our	Interim Chief	Financial	Officer	from	May	2014	to	July	2015.	From	August	2010	to	April	2011,	Mr.	Jensen	served	as	our	Senior	Vice	President,	Finance	and	Treasurer.	Prior	to August	2010,	Mr.	Jensen	served	as	our	Vice	President	and	Corporate	Controller	from	March	2009	to	July	2010.	From	May	2008	to	February	2009,	he	served	as	Vice President	of	Finance	and	Treasurer.	In	his	current	capacity,	Mr.	Jensen	has	global	responsibility	for	corporate	finance,	treasury	operations,	insurance	risk	management, pensions,	global	business	services,	information	technology,	corporate	accounting,	tax	and	general	ledger	accounting.	Mr.	Jensen	was	previously	the	Assistant	Corporate Controller	from	March	2007	through	April	2008,	where	he	was	responsible	for	SEC	reporting,	internal	reporting,	and	technical	accounting.	In	his	initial	role	at	the Company	from	October	2005	through	March	2007,	he	built	and	directed	our	technical	accounting	function.	From	August	2004	to	October	2005,	Mr.	Jensen	worked	in the	inspections	and	registration	division	of	the	Public	Company	Accounting	Oversight	Board.	He	spent	13	years	of	his	career	at	PricewaterhouseCoopers	LLP,	an assurance,	tax	and	advisory	services	firm,	in	various	positions	in	both	the	auditing	and	mergers	&	acquisitions	groups.	Mr.	Jensen	earned	bachelor's	and	master's	degrees in	accounting	from	Brigham	Young	University	and	is	a	Certified	Public	Accountant.

Kevin	S.	Oliver	has	served	as	our	Chief	Accounting	Officer	since	July	2016	and	as	our	Controller	since	July	2010.	Prior	to	his	current	roles,	Mr.	Oliver	held	various executive	positions	at	the	Company,	including	serving	as	our	Assistant	Controller	and	our	Director	of	Technical	Accounting.	Prior	to	joining	the	Company,	Mr.	Oliver served	as	an	Associate	Director	of	Inspections	for	the	Public	Company	Accounting	Oversight	Board	from	December	2003	to	February	2008.	He	spent	11	years	of	his career	at	public	accounting	firms,	including	as	senior	manager	at	Ernst	&	Young	and	Arthur	Andersen,	each	an	assurance,	tax	and	advisory	services	firm,	and	in	various positions	in	the	auditing	practice.	Mr.	Oliver	holds	a	bachelor's	degree	in	accounting	from	Southern	Nazarene	University	and	is	a	Certified	Public	Accountant.

# PART	II

# Item	5.		Market	for	the	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Market	Information

Our	Series	A	common	stock,	par	value	$0.0001	per	share	("Common	Stock")	has	traded	on	the	New	York	Stock	Exchange	("NYSE")	under	the	symbol	"CE"	since January	21,	2005.	The	closing	sale	price	of	our	Common	Stock,	as	reported	by	the	NYSE,	on	February	6,	2017	was	$88.05.	The	following	table	sets	forth	the	high	and low	intraday	sales	prices	per	share	of	our	Common	Stock,	as	reported	by	the	NYSE,	and	the	dividends	declared	per	share	on	our	Common	Stock	for	the	periods indicated.

|  | Price	Range<br>High | Low | Dividends<br>Declared |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tper\tshare) |  |
| 2016 |  |  |  |
| Quarter\tended\tMarch\t31,\t2016 | 67.99 | 55.07 | 0.30 |
| Quarter\tended\tJune\t30,\t2016 | 74.55 | 61.11 | 0.36 |
| Quarter\tended\tSeptember\t30,\t2016 | 71.18 | 60.59 | 0.36 |
| Quarter\tended\tDecember\t31,\t2016 | 84.97 | 63.02 | 0.36 |
| 2015 |  |  |  |
| Quarter\tended\tMarch\t31,\t2015 | 60.61 | 52.56 | 0.25 |
| Quarter\tended\tJune\t30,\t2015 | 73.13 | 54.99 | 0.30 |
| Quarter\tended\tSeptember\t30,\t2015 | 74.19 | 54.35 | 0.30 |
| Quarter\tended\tDecember\t31,\t2015 | 72.95 | 58.56 | 0.30 |

# Holders

No	shares	of	Celanese's	Series	B	common	stock	and	no	shares	of	Celanese's	4.25%	convertible	perpetual	preferred	stock	are	issued	and	outstanding.	As	of	February	6, 2017,	there	were	28	holders	of	record	of	our	Common	Stock.	By	including	persons	holding	shares	in	broker	accounts	under	street	names,	however,	we	estimate	we	have approximately	83,632	beneficial	holders.

# Dividend	Policy

Our	Board	of	Directors	has	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Common	Stock	as	determined	in	its sole	discretion.	Our	Board	of	Directors	may,	at	any	time,	modify	or	revoke	our	dividend	policy	on	our	Common	Stock.

On	February	9,	2017,	we	declared	a	cash	dividend	of	$0.36	per	share	on	our	Common	Stock	amounting	to	$51	million.	The	cash	dividend	was	for	the	period	from November	1,	2016	to	January	31,	2017	and	will	be	paid	on	March	3,	2017	to	holders	of	record	as	of	February	21,	2017.

The	amount	available	to	us	to	pay	cash	dividends	is	not	currently	restricted	by	our	existing	senior	credit	facility	and	our	indentures	governing	our	senior	unsecured	notes. See	Note	14	-	Debt	in	the	accompanying	consolidated	financial	statements	for	further	information.	Any	decision	to	declare	and	pay	dividends	in	the	future	will	be	made at	the	discretion	of	our	Board	of	Directors	and	will	depend	on,	among	other	things,	our	results	of	operations,	cash	requirements,	financial	condition,	contractual restrictions	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

# Celanese	Purchases	of	its	Equity	Securities

Information	regarding	repurchases	of	our	Common	Stock	during	the	three	months	ended	December	31,	2016	is	as	follows:

| Period | Total<br>Number<br>of	Shares<br>Purchased(1) | Average<br>Price	Paid<br>per	Share | Total	Number<br>of	Shares<br>Purchased	as<br>Part	of	Publicly<br>Announced	Program | Approximate<br>Dollar<br>Value	of	Shares<br>Remaining	that<br>may	be<br>Purchased	Under<br>the	Program(2) |
| :--- | :--- | :--- | :--- | :--- |
| October\t1\t-\t31,\t2016 | 794,085 | $71.68 | 792,931 | $674,000,000 |
| November\t1\t-\t30,\t2016 | 1,881,163 | $76.11 | 1,880,872 | $531,000,000 |
| December\t1\t-\t31,\t2016 | — | $— | — | $531,000,000 |
| Total | 2,675,248 |  | 2,673,803 |  |

(1) Includes	1,154	and	291	for	October	and	November	2016,	respectively,	related	to	shares	withheld	from	employees	to	cover	their	statutory	minimum	withholding requirements	for	personal	income	taxes	related	to	the	vesting	of	restricted	stock	units.

(2) Our	Board	of	Directors	has	authorized	the	aggregate	repurchase	of	$2.4	billion	of	our	Common	Stock	since	February 2008.

See	Note	17	-	Stockholders'	Equity	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Performance	Graph

The	following	performance	graph	compares	the	cumulative	total	return	on	Celanese	Corporation	common	stock	from	December	31,	2011	through	December	31,	2016	to that	of	the	Standard	&	Poor's	("S&P")	500	Stock	Index	and	the	Dow	Jones	US	Chemicals	Index.	Cumulative	total	return	represents	the	change	in	stock	price	and	the amount	of	dividends	received	during	the	indicated	period,	assuming	reinvestment	of	all	dividends.	The	performance	graph	assumes	an	investment	of	$100	on December	31,	2011.	The	stock	performance	shown	in	the	graph	is	included	in	response	to	SEC	requirements	and	is	not	intended	to	forecast	or	to	be	indicative	of	future performance.

# Comparison	of	Cumulative	Total	Return

# a2016stockgraph.jpg

The	above	performance	graph	and	related	information	shall	not	be	deemed	"soliciting	material"	or	to	be	"filed"	with	the	Securities	and	Exchange	Commission,	nor shall	such	information	be	incorporated	by	reference	into	any	future	filing	under	the	Securities	Act	of	1933	or	Securities	Exchange	Act	of	1934,	each	as	amended,	except to	the	extent	that	we	specifically	incorporate	it	by	reference	into	such	filing.

# Recent	Sales	of	Unregistered	Securities

Our	deferred	compensation	plan	offers	certain	of	our	senior	employees	and	directors	the	opportunity	to	defer	a	portion	of	their	compensation	in	exchange	for	a	future payment	amount	equal	to	their	deferments	plus	or	minus	certain	amounts	based	upon	the	market-performance	of	specified	measurement	funds	selected	by	the participant.	These	deferred	compensation	obligations	may	be	considered	securities	of	Celanese.	Participants	were	required	to	make	deferral	elections	under	the	plan prior	to	January	1	of	the	year	such	deferrals	will	be	withheld	from	their	compensation.	We	relied	on	the	exemption	from	registration	provided	by	Section	4(2)	of	the Securities	Act	in	making	this	offer	to	a	select	group	of	employees,	fewer	than	35	of	which	were	non-accredited	investors	under	the	rules	promulgated	by	the	Securities and	Exchange	Commission.

# Item	6.	Selected	Financial	Data

The	balance	sheet	data	as	of	December	31,	2016	and	2015	and	the	statements	of	operations	data	for	the	years	ended	December	31,	2016,	2015	and	2014,	all	of	which	are set	forth	below,	are	derived	from	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	and	should	be	read	in	conjunction	with	those	financial statements	and	the	notes	thereto.	The	balance	sheet	data	as	of	December	31,	2014,	2013	and	2012	and	the	statement	of	operations	data	for	the	years	ended	December	31, 2013	and	2012	set	forth	below	were	derived	from	previously	issued	financial	statements,	adjusted	for	a	change	in	accounting	policy	for	defined	benefit	pension	plans and	other	postretirement	benefit	plans	and	a	change	in	accounting	policy	for	debt	issuance	costs.

|  |  | Year	Ended	December	31, | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | 2013 | 2012 |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Statement\tof\tOperations\tData |  |  |  |  |  |
| Net\tsales | 5,389 | 5,674 | 6,802 | 6,510 | 6,418 |
| Other\t(charges)\tgains,\tnet | (11) | (351) | 15 | (158) | (14) |
| Operating\tprofit\t(loss) | 893 | 326 | 758 | 1,508 | 175 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,030 | 488 | 941 | 1,609 | 321 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 908 | 287 | 627 | 1,101 | 376 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | (2) | (2) | (7) | — | (4) |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 900 | 304 | 624 | 1,101 | 372 |
| Earnings\t(loss)\tper\tcommon\tshare |  |  |  |  |  |
| Continuing\toperations\t—\tbasic | 6.22 | 2.03 | 4.07 | 6.93 | 2.37 |
| Continuing\toperations\t—\tdiluted | 6.19 | 2.01 | 4.04 | 6.91 | 2.35 |
| Balance\tSheet\tData\t(as\tof\tthe\tend\tof\tperiod) |  |  |  |  |  |
| Total\tassets | 8,357 | 8,586 | 8,796 | 8,994 | 8,973 |
| Total\tdebt | 3,008 | 2,981 | 2,723 | 3,040 | 3,071 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,588 | 2,378 | 2,818 | 2,699 | 1,730 |
| Other\tFinancial\tData |  |  |  |  |  |
| Depreciation\tand\tamortization | 290 | 357 | 292 | 305 | 308 |
| Capital\texpenditures(1) | 247 | 483 | 681 | 408 | 339 |
| Dividends\tpaid\tper\tcommon\tshare(2) | 1.38 | 1.15 | 0.93 | 0.53 | 0.27 |

(1) Amounts	include	accrued	capital	expenditures.	Amounts	do	not	include	capital	expenditures	related	to	capital	lease obligations.

(2) Annual	dividends	for	the	year	ended	December	31,	2016	consist	of	one	quarterly	dividend	payment	of	$0.30	per	share	and	three	quarterly	dividend	payments	of $0.36	per	share.	Annual	dividends	for	the	year	ended	December	31,	2015	consist	of	one	quarterly	dividend	payment	of	$0.25	per	share	and	three	quarterly	dividend payments	of	$0.30	per	share.	See	Note	17	-	Stockholders'	Equity	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

In	this	Annual	Report	on	Form	10-K	("Annual	Report"),	the	term	"Celanese"	refers	to	Celanese	Corporation,	a	Delaware	corporation,	and	not	its	subsidiaries.	The terms	the	"Company,"	"we,"	"our"	and	"us,"	refer	to	Celanese	and	its	subsidiaries	on	a	consolidated	basis.	The	term	"Celanese	US"	refers	to	the	Company's	subsidiary, Celanese	US	Holdings	LLC,	a	Delaware	limited	liability	company,	and	not	its	subsidiaries.

The	following	discussion	should	be	read	in	conjunction	with	the	accompanying	consolidated	financial	statements	and	notes	to	the	consolidated	financial	statements, which	are	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America	("US	GAAP").

Investors	are	cautioned	that	the	forward-looking	statements	contained	in	this	section	and	other	parts	of	this	Annual	Report	involve	both	risk	and	uncertainty.	Several important	factors	could	cause	actual	results	to	differ	materially	from	those	anticipated	by	these	statements.	Many	of	these	statements	are	macroeconomic	in	nature	and are,	therefore,	beyond	the	control	of	management.	See	"Forward-Looking	Statements"	below.

# Forward-Looking	Statements

Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	and	other	parts	of	this	Annual	Report	contain	certain	forward-looking statements	and	information	relating	to	us	that	are	based	on	the	beliefs	of	our	management	as	well	as	assumptions	made	by,	and	information	currently	available	to,	us. Generally,	words	such	as	"believe,"	"expect,"	"intend,"	"estimate,"	"anticipate,"	"project,"	"plan,"	"may,"	"can,"	"could,"	"might,"	"will"	and	similar	expressions,	as	they relate	to	us	are	intended	to	identify	forward-looking	statements.	These	statements	reflect	our	current	views	with	respect	to	future	events,	are	not	guarantees	of	future performance	and	involve	risks	and	uncertainties	that	are	difficult	to	predict.	Further,	certain	forward-looking	statements	are	based	upon	assumptions	as	to	future	events that	may	not	prove	to	be	accurate.	See	"Special	Note	Regarding	Forward-Looking	Statements"	at	the	beginning	of	this	Annual	Report	for	further	discussion.

Item	1A.	Risk	Factors	of	this	Annual	Report	also	contains	a	description	of	certain	risk	factors	that	you	should	consider	which	could	significantly	affect	our	financial results.	In	addition,	the	following	factors	could	cause	our	actual	results	to	differ	materially	from	those	results,	performance	or	achievements	that	may	be	expressed	or implied	by	such	forward-looking	statements.	These	factors	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	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

•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,	both	referenced	and	not	referenced	in	this	Annual

Report.

Many	of	these	factors	are	macroeconomic	in	nature	and	are,	therefore,	beyond	our	control.	Should	one	or	more	of	these	risks	or	uncertainties	materialize,	or	should underlying	assumptions	prove	incorrect,	our	actual	results,	performance	or	achievements	may	vary	materially	from	those	described	in	this	Annual	Report	as	anticipated, believed,	estimated,	expected,	intended,	planned	or	projected.	We	neither	intend	nor	assume	any	obligation	to	update	these	forward-looking	statements,	which	speak only	as	of	their	dates.

# Results	of	Operations

# Financial	Highlights

|  | Year	Ended	December	31, | Year	Ended	December	31, |  | Year	Ended	December	31, | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | 2015 | 2014 | Change |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| Statement\tof\tOperations\tData |  |  |  |  |  |  |
| Net\tsales | 5,389 | 5,674 | (285) | 5,674 | 6,802 | (1,128) |
| Gross\tprofit | 1,405 | 1,318 | 87 | 1,318 | 1,616 | (298) |
| Selling,\tgeneral\tand\tadministrative\t("SG&amp;A")\texpenses | (416) | (506) | 90 | (506) | (758) | 252 |
| Other\t(charges)\tgains,\tnet | (11) | (351) | 340 | (351) | 15 | (366) |
| Operating\tprofit\t(loss) | 893 | 326 | 567 | 326 | 758 | (432) |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 155 | 181 | (26) | 181 | 246 | (65) |
| Interest\texpense | (120) | (119) | (1) | (119) | (147) | 28 |
| Refinancing\texpense | (6) | — | (6) | — | (29) | 29 |
| Dividend\tincome\t-\tcost\tinvestments | 108 | 107 | 1 | 107 | 116 | (9) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,030 | 488 | 542 | 488 | 941 | (453) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 908 | 287 | 621 | 287 | 627 | (340) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | (2) | (2) | — | (2) | (7) | 5 |
| Net\tearnings\t(loss) | 906 | 285 | 621 | 285 | 620 | (335) |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 900 | 304 | 596 | 304 | 624 | (320) |
| Other\tData |  |  |  |  |  |  |
| Depreciation\tand\tamortization | 290 | 357 | (67) | 357 | 292 | 65 |
| SG&amp;A\texpenses\tas\ta\tpercentage\tof\tNet\tsales | 7.7% | 8.9% |  | 8.9% | 11.1% |  |
| Operating\tmargin(1) | 16.6% | 5.7% |  | 5.7% | 11.1% |  |
| Other\t(charges)\tgains,\tnet |  |  |  |  |  |  |
| Employee\ttermination\tbenefits | (11) | (53) | 42 | (53) | (7) | (46) |
| Asset\timpairments | (2) | (126) | 124 | (126) | — | (126) |
| Other\tplant/office\tclosures | — | — | — | — | 2 | (2) |
| Singapore\tcontract\ttermination | — | (174) | 174 | (174) | — | (174) |
| Commercial\tdisputes | 2 | 2 | — | 2 | 11 | (9) |
| Other | — | — | — | — | 9 | (9) |
|  | (11) | (351) | 340 | (351) | 15 | (366) |

| Cash	and	cash	equivalents | 638 | 967 |
| :--- | :--- | :--- |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\tlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | 118 | 513 |
| Long-term\tdebt,\tnet\tof\tunamortized\tdeferred\tfinancing\tcosts | 2,890 | 2,468 |
| Total\tdebt | 3,008 | 2,981 |

# Factors	Affecting	Business	Segment	Net	Sales

The	percentage	increase	(decrease)	in	net	sales	attributable	to	each	of	the	factors	indicated	for	each	of	our	business	segments	is	as	follows:

|  | Volume | Price | Currency | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tpercentages) |  |  |
| Advanced\tEngineered\tMaterials | 11 | (2) | — | — | 9 |
| Consumer\tSpecialties | 4 | (8) | — | — | (4) |
| Industrial\tSpecialties | (1) | (8) | (1) | — | (10) |
| Acetyl\tIntermediates | (2) | (10) | (1) | 2 | (11) |
| Total\tCompany | 2 | (8) | (1) | 2 | (5) |
| Year\tEnded\tDecember\t31,\t2015\tCompared\tto\tYear\tEnded\tDecember\t31,\t2014 |  |  |  |  |  |
|  | Volume | Price | Currency | Other | Total |
|  |  |  | (In\tpercentages) |  |  |
| Advanced\tEngineered\tMaterials | (1) | (1) | (7) | — | (9) |
| Consumer\tSpecialties | (13) | (3) | (1) | — | (17) |
| Industrial\tSpecialties | — | (4) | (8) | — | (12) |
| Acetyl\tIntermediates | (3) | (13) | (6) | — | (22) |
| Total\tCompany | (4) | (8) | (6) | 1 | (17) |

# Pension	and	Postretirement	Benefit	Plan	Costs

The	increase	(decrease)	in	pension	and	other	postretirement	plan	net	periodic	benefit	cost	for	each	of	our	business	segments	is	as	follows:

|  | Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Other	Activities | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Service\tcost | — | (1) | (3) | — | (1) | (5) |
| Interest\tcost\tand\texpected\treturn\ton\tplan\nassets | — | — | — | — | 5 | 5 |
| Amortization\tof\tprior\tservice\tcredit | — | — | (3) | — | — | (3) |
| Special\ttermination\tbenefit | 1 | — | — | — | — | 1 |
| Recognized\tactuarial\t(gain)\tloss(1) | — | — | — | — | (24) | (24) |
| Curtailment\t/\tsettlement\t(gain)\tloss | — | — | 3 | — | — | 3 |
| Total | 1 | (1) | (3) | — | (20) | (23) |

(1) The	decrease	in	recognized	actuarial	loss	primarily	relates	to	higher	asset	returns	and	a	gain	of	$48	million	reflecting	the	incorporation	of	the	RP-2016	mortality tables	into	the	actuarial	assumptions	for	the	US	pension	plans	as	of	December	31,	2016,	partially	offset	by	a	decrease	in	the	weighted	average	discount	rate	used	to determine	benefit	obligations	from	4.0%	to	3.7%.

(1) Primarily	relates	to	the	elimination	of	eligibility	for	current	and	future	employees	and	the	elimination	of	benefits	for	certain	participants	under	a	US	postretirement health	care	plan	in	2014.

(2) The	decrease	in	recognized	actuarial	loss	primarily	relates	to	an	increase	in	the	weighted	average	discount	rate	used	to	determine	benefit	obligations	from	3.7%	to 4.0%	and	a	gain	of	$62	million	reflecting	the	incorporation	of	the	RP-2015	mortality	tables	into	the	actuarial	assumptions	for	the	US	pension	plans	as	of December	31,	2015,	partially	offset	by	lower	asset	returns.

(3) Primarily	relates	to	actions	taken	in	2014	to	offer	a	limited-time,	voluntary	buyout	to	certain	participants	of	our	US	qualified	defined	benefit	pension	plan	with	a vested	benefit.

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Other	Activities | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |
| Cost\tof\tsales | 31 | 26 | 7 | 16 | (20) | 60 |
| SG&amp;A\texpenses | 16 | 4 | 3 | 8 | (195) | (164) |
| Research\tand\tdevelopment\texpenses | 7 | 2 | 2 | 8 | (3) | 16 |
| Other\tcharges\t(gains),\tnet | — | — | 1 | — | — | 1 |
| Total | 54 | 32 | 13 | 32 | (218) | (87) |

See	Note	15	-	Benefit	Obligations	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Consolidated	Results

Net	sales	decreased	$285	million,	or	5.0%,	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•lower	pricing,	primarily	for	acetic	acid	and	VAM	in	our	Acetyl	Intermediates	segment	and	acetate	tow	in	our	Consumer	Specialties	segment; and

•lower	pricing	in	our	Industrial	Specialties

segment;

partially	offset	by:

•higher	volume,	primarily	for	POM,	in	our	Advanced	Engineered	Materials	segment;

•higher	acetate	tow	volume	in	our	Consumer	Specialties

Selling,	general	and	administrative	expenses	decreased	$90	million,	or	17.8%,	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due to:

•lower	functional	spending	and	incentive	compensation	costs	of	$31	million;

•productivity	initiatives	across	all	of	our	business	segments;

•a	decrease	in	pension	and	other	postretirement	plan	net	periodic	benefit	cost	of	$21

million.

Operating	profit	increased	$567	million,	or	173.9%,	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•lower	raw	material	costs	across	all	of	our	business

segments;

•a	favorable	impact	from	Other	(charges)	gains,	net	of	$340	million.	In	December	2015,	we	terminated	our	existing	agreement	with	a	raw	materials	supplier	in Singapore.	In	connection	with	the	contract	termination,	we	recorded	$174	million	to	Other	(charges)	gains,	net,	which	did	not	recur	in	the	current	year.	We	also recorded	long-lived	asset	impairment	losses	of	$123	million	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in	Nanjing,	China	during	the three	months	ended	December	31,	2015,	which	did	not	recur	in	the	current	year.	See	Note	18	-	Other	(Charges)	Gains,	Net	in	the	accompanying	consolidated financial	statements	for	further	information;	and

•a	decrease	in	SG&A	expenses;

# •lower	Net

sales.

Equity	in	net	earnings	(loss)	of	affiliates	decreased	$26	million	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•a	decrease	in	equity	in	net	earnings	(loss)	of	affiliates	of	$50	million	from	our	Ibn	Sina	strategic	affiliate	as	a	result	of	lower	pricing	for	methyl	tertiary-butyl ether	("MTBE")	and	methanol.

Our	effective	income	tax	rate	for	the	year	ended	December	31,	2016	was	12%	compared	to	41%	for	the	year	ended	2015.	The	lower	effective	income	tax	rate	is primarily	attributable	to	the	release	of	valuation	allowances	in	foreign	jurisdictions	due	to	internal	restructuring	in	Canada,	improved	operating	results	in	China	and settlement	of	uncertain	tax	positions	and	technical	clarifications	in	Germany	and	the	US.	In	February	2015,	we	established	a	centralized	European	headquarters	for	the purpose	of	improving	the	operational	efficiencies	and	profitability	of	our	European	operations	and	certain	global	product	lines.	These	activities	directly	impacted	our mix	of	earnings	and	product	flows	and	resulted	in	net	favorable	tax	rate	impacts	in	the	jurisdictions	in	which	we	operate.

Our	effective	income	tax	rate	is	affected	by	recurring	items,	such	as	tax	rates	in	foreign	jurisdictions	and	the	relative	amounts	and	mix	of	income	and	loss	in	those jurisdictions	to	which	they	relate,	as	well	as	discrete	items	and	non-deductible	expenses	that	may	occur	in	any	given	year,	but	are	not	consistent	from	year	to	year.	See Note	19	-	Income	Taxes	in	the	accompanying	consolidated	financial	statements	for	further	information.

Assuming	no	material	changes	to	tax	rules	and	regulations	or	cash	repatriation	plans,	we	expect	continued	realization	of	operational	savings	in	connection	with	the establishment	of	our	centralized	European	headquarters,	which	will	directly	impact	the	mix	of	our	earnings	and	may	result	in	favorable	or	unfavorable	income	tax impacts	in	subsequent	years.	Our	effective	tax	rate	will	vary	based	on	the	jurisdictions	in	which	income	is	actually	generated	and	remains	subject	to	potential	volatility from	changing	tax	legislation	in	the	US	and	other	tax	jurisdictions.	We	continue	to	assess	our	business	model	and	its	impact	in	various	jurisdictions.	On	October	16, 2016,	the	US	Department	of	the	Treasury	released	final	and	temporary	Section	385	regulations	regarding	corporate	tax	inversions	and	related	earnings	stripping.	These final	and	temporary	regulations,	which	are	to	be	effective	90	days	after	finalization,	include	provisions	that	may	be	interpreted	to	impact	otherwise	common	tax structures	including	intercompany	financing	and	obligations.	We	have	evaluated	the	tax	consequences	of	the	new	regulations	to	our	cross-border	treasury	management practices	and	intercompany	financing	structure	and	do	not	expect	any	material	impact.

Net	sales	decreased	$1.1	billion,	or	16.6%,	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily	due	to:

•unfavorable	currency	impacts	across	all	our	business	segments	resulting	from	a	strong	US	dollar	relative	to	the

Euro;

•lower	pricing	and	volume	in	our	Acetyl	Intermediates	segment	for	VAM	and	acetic	acid;

•lower	acetate	tow	volume	and	pricing	in	our	Consumer	Specialties	segment	driven	by	customer	destocking	and	reduced	industry	utilization,

respectively.

Selling,	general	and	administrative	expenses	decreased	$252	million,	or	33.2%,	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily due	to:

•cost	savings	of	$50	million	related	to	productivity	initiatives	across	all	of	our	business	segments;

Operating	profit	decreased	$432	million,	or	57.0%,	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily	due	to:

# •a	decrease	in	Net	sales;	and

•an	unfavorable	impact	from	Other	(charges)	gains,	net.	In	December	2015,	we	terminated	our	existing	agreement	with	a	raw	materials	supplier	in	Singapore.	In connection	with	the	contract	termination,	we	recorded	$174	million	to	Other	(charges)	gains,	net.	We	also	recorded	long-lived	asset	impairment	losses	of $123	million	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in	Nanjing,	China	during	the	three	months	ended	December	31,	2015;

•a	decrease	in	SG&A	and	lower	raw	material	costs	across	all	of	our	business

•a	$48	million	gain	resulting	from	restructuring	the	debt	of	a	subsidiary	of	InfraServ	GmbH	&	Co.	Hoechst	KG	during	the	three	months	ended	June	30,	2014, which	did	not	recur	in	2015.	Our	equity	investment	in	InfraServ	GmbH	&	Co.	Hoechst	KG	is	primarily	owned	by	an	entity	included	in	our	Other	Activities segment,	while	our	Consumer	Specialties	and	Acetyl	Intermediates	segments	also	each	hold	an	ownership	percentage;	and

•a	decrease	in	equity	in	net	earnings	(loss)	of	affiliates	of	$27	million	from	our	Ibn	Sina	strategic	affiliate	as	a	result	of	lower	pricing	for	MTBE	and methanol.

Our	effective	income	tax	rate	for	the	year	ended	December	31,	2015	was	41%	compared	to	33%	for	the	year	ended	2014.	The	higher	effective	income	tax	rate	for	the year	ended	December	31,	2015	was	primarily	attributable	to	an	increase	in	the	valuation	allowance	due	to	an	increase	in	losses	in	jurisdictions	with	no	tax	benefit.	The increase	in	losses	primarily	relates	to	a	$123	million	long-lived	asset	impairment	recorded	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in Nanjing,	China	and	a	$174	million	charge	related	to	the	termination	of	a	raw	materials	contract	with	a	supplier	in	Singapore.	See	Note	18	-	Other	(Charges)	Gains,	Net	in the	accompanying	consolidated	financial	statements	for	further	information.	The	tax	impact	of	these	events	was	partially	offset	by	decreases	in	uncertain	tax	positions	of $29	million	due	to	audit	closures	and	technical	jurisdictional	clarifications.

|  | Year	Ended<br>December	31, |  |  | % | Year	Ended<br>December	31, |  |  | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change | 2015 | 2014 | Change | Change |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| Net\tsales | 1,444 | 1,326 | 118 | 8.9\t% | 1,326 | 1,459 | (133) | (9.1)% |
| Net\tSales\tVariance |  |  |  |  |  |  |  |  |
| Volume | 11\t% |  |  |  | (1)\t% |  |  |  |
| Price | (2)\t% |  |  |  | (1)\t% |  |  |  |
| Currency | —\t% |  |  |  | (7)\t% |  |  |  |
| Other | —\t% |  |  |  | —\t% |  |  |  |
| Other\t(charges)\tgains,\tnet | (2) | (7) | 5 | (71.4)% | (7) | (1) | (6) | 600.0\t% |
| Operating\tprofit\t(loss) | 350 | 235 | 115 | 48.9\t% | 235 | 221 | 14 | 6.3\t% |
| Operating\tmargin | 24.2\t% | 17.7% |  |  | 17.7\t% | 15.1% |  |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 122 | 150 | (28) | (18.7)% | 150 | 161 | (11) | (6.8)% |
| Depreciation\tand\tamortization | 92 | 99 | (7) | (7.1)% | 99 | 106 | (7) | (6.6)% |

Net	sales	increased	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•higher	volume,	primarily	for	POM	in	Europe	and	Asia,	driven	by	new	project	launches	and	base	business growth;

•lower	pricing	in	POM	due	to	regional	and	customer

Operating	profit	increased	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•higher	Net	sales;

•lower	energy	and	raw	material	costs,	primarily	for	methanol	and	polyester;

•cost	savings	of	$18	million	primarily	due	to	productivity

initiatives.

Equity	in	net	earnings	(loss)	of	affiliates	decreased	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•a	decrease	in	equity	in	net	earnings	(loss)	of	affiliates	of	$50	million	from	our	Ibn	Sina	strategic	affiliate	as	a	result	of	lower	pricing	for	MTBE	and methanol;

•an	increase	in	equity	in	net	earnings	(loss)	of	affiliates	from	our	Polyplastics	Co.,	Ltd.	("Polyplastics")	and	Korea	Engineering	Plastics	Co.,	Ltd.	("KEPCO") strategic	affiliates	of	$15	million	and	$9	million,	respectively,	primarily	as	a	result	of	higher	demand.

On	December	1,	2016,	we	acquired	100%	of	the	stock	of	the	Forli,	Italy	based	SO.F.TER.	S.p.A.	("SOFTER"),	a	leading	thermoplastic	compounder.	The	acquisition included	its	comprehensive	product	portfolio	of	engineering	thermoplastics,	including	nylon	and	polypropylene	polymers,	and	thermoplastic	elastomers,	as	well	as	all	of its	manufacturing,	technology	and	commercial	facilities	and	customer	agreements.	The	acquisition	supports	the	strategic	growth	of	the	engineered	materials

business.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the	accompanying	consolidated	financial	statements	for	further	information.

Net	sales	decreased	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily	due	to:

•an	unfavorable	currency	impact	resulting	from	a	strong	US	dollar	relative	to	the Euro.

•lower	energy	and	raw	material	costs,	primarily	for	ethylene	and	polypropylene,	which	more	than	offset	the	decrease	in	Net sales;

•an	increase	in	net	periodic	benefit	cost	of	$54	million.

•an	increase	in	equity	in	net	earnings	(loss)	of	affiliates	from	our	Polyplastics	and	KEPCO	strategic	affiliates	of	$8	million	and	$6	million,	respectively, primarily	as	a	result	of	lower	raw	material	costs.

|  | Year	Ended<br>December	31, |  |  | % | Year	Ended<br>December	31, |  |  | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change | 2015 | 2014 | Change | Change |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| Net\tsales | 929 | 969 | (40) | (4.1)% | 969 | 1,160 | (191) | (16.5)% |
| Net\tSales\tVariance |  |  |  |  |  |  |  |  |
| Volume | 4\t% |  |  |  | (13)% |  |  |  |
| Price | (8)\t% |  |  |  | (3)% |  |  |  |
| Currency | —\t% |  |  |  | (1)% |  |  |  |
| Other | —\t% |  |  |  | —\t% |  |  |  |
| Other\t(charges)\tgains,\tnet | (2) | (25) | 23 | (92.0)% | (25) | 16 | (41) | (256.3)% |
| Operating\tprofit\t(loss) | 302 | 262 | 40 | 15.3\t% | 262 | 388 | (126) | (32.5)% |
| Operating\tmargin | 32.5\t% | 27.0% |  |  | 27.0\t% | 33.4% |  |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 3 | 2 | 1 | 50.0\t% | 2 | 9 | (7) | (77.8)% |
| Dividend\tincome\t-\tcost\ninvestments | 107 | 106 | 1 | 0.9\t% | 106 | 115 | (9) | (7.8)% |
| Depreciation\tand\tamortization | 45 | 60 | (15) | (25.0)% | 60 | 43 | 17 | 39.5\t% |

•lower	acetate	tow	pricing	due	to	lower	global	industry

utilization;

•higher	acetate	tow	volume,	primarily	in	Europe,	due	to	customer	destocking	in	the	first	half	of	the	prior	year,	which	did	not	recur	in	the	current year.

•lower	raw	material	costs,	including	acetic	acid	and

anhydride;

•a	favorable	impact	in	Other	(charges)	gains,	net	due	to	employee	termination	costs	of	$24	million,	which	was	recorded	as	a	result	of	a	50%	capacity	reduction at	our	acetate	tow	facility	in	Lanaken,	Belgium	in	December	2015,	which	did	not	recur	in	2016.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in the	accompanying	consolidated	financial	statements	for	further	information;	and

•cost	savings	of	$25	million	primarily	due	to	productivity	initiatives	in	our	cellulose	derivatives business;

Depreciation	and	amortization	expense,	which	is	included	within	Operating	profit	(loss),	decreased	during	the	year	ended	December	31,	2016	compared	to	the	same period	in	2015	as	a	result	of	accelerated	depreciation	expense	of	$10	million	related	to	a	50%	capacity	reduction	at	our	acetate	tow	facility	in	Lanaken,	Belgium	in December	2015,	which	did	not	recur	in	2016.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the	accompanying	consolidated	financial	statements	for further	information.

•lower	acetate	tow	volume	driven	by	customer	destocking;

•lower	acetate	tow	pricing	driven	by	reduced	industry utilization.

Operating	profit	decreased	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily	due	to:

# •a	decrease	in	Net	sales;

•an	unfavorable	impact	in	Other	(charges)	gains,	net	due	to	employee	termination	costs	of	$24	million	and	accelerated	depreciation	expense	of	$10	million which	were	recorded	as	a	result	of	a	50%	capacity	reduction	at	our	acetate	tow	facility	in	Lanaken,	Belgium	in	December	2015;	Other	(charges)	gains,	net	was also	unfavorably	impacted	by	an	arbitration	recovery	in	2014	against	a	former	utility	operator	at	our	cellulose	derivatives	manufacturing	facility	in	Narrows, Virginia,	which	did	not	recur	in	2015;	and

•lower	wood	pulp	and	energy

costs.

•a	$6	million	gain	resulting	from	restructuring	the	debt	of	a	subsidiary	of	InfraServ	GmbH	&	Co.	Hoechst	KG	during	the	three	months	ended	June	30,	2014, which	did	not	recur	in	2015.

Dividend	income	from	cost	investments	decreased	for	the	year	ended	December	31,	2015	compared	to	the	same	period	in	2014	primarily	due	to:

•lower	earnings	from	our	cellulose	derivatives	ventures	primarily	due	to	the	expiration	of	a	favorable	tax

holiday.

|  | Year	Ended<br>December	31, |  |  | % | Year	Ended<br>December	31, |  |  | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change | 2015 | 2014 | Change | Change |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| Net\tsales | 979 | 1,082 | (103) | (9.5)% | 1,082 | 1,224 | (142) | (11.6)% |
| Net\tSales\tVariance |  |  |  |  |  |  |  |  |
| Volume | (1)\t% |  |  |  | —\t% |  |  |  |
| Price | (8)\t% |  |  |  | (4)\t% |  |  |  |
| Currency | (1)\t% |  |  |  | (8)\t% |  |  |  |
| Other | —\t% |  |  |  | —\t% |  |  |  |
| Other\t(charges)\tgains,\tnet | (3) | (10) | 7 | (70.0)% | (10) | (1) | (9) | 900.0\t% |
| Operating\tprofit\t(loss) | 105 | 72 | 33 | 45.8\t% | 72 | 76 | (4) | (5.3)% |
| Operating\tmargin | 10.7\t% | 6.7% |  |  | 6.7\t% | 6.2% |  |  |
| Depreciation\tand\tamortization | 34 | 64 | (30) | (46.9)% | 64 | 50 | 14 | 28.0\t% |

•lower	pricing	in	our	emulsion	polymers	and	EVA	polymers	businesses	due	to	lower	raw	material	costs	globally	for VAM.

•lower	energy	and	raw	material	costs,	primarily	VAM;

•cost	savings	of	$28	million,	primarily	due	to	productivity	initiatives	in	our	emulsion	polymers	business;

•a	favorable	impact	from	Other	(charges)	gains,	net.	During	the	year	ended	December	31,	2015,	we	recorded	$6	million	of	employee	termination	benefits	related to	the	closure	of	our	vinyl	acetate	ethylene	("VAE")	emulsions	facility	in	Tarragona,	Spain,	which	did	not	recur	in	the	current	year.	See	Note	4	-	Acquisitions, Dispositions	and	Plant	Closures	in	the	accompanying	consolidated	financial	statements	for	further	information.

Depreciation	and	amortization	expense,	which	is	included	within	Operating	profit	(loss),	decreased	during	the	year	ended	December	31,	2016	compared	to	the	same period	in	2015	as	a	result	of	accelerated	depreciation	expense	of	$19	million	related	to	our	VAE	emulsions	unit	in	Meredosia,	Illinois	and	$9	million	related	to	our	VAE and	conventional	emulsions	units	in	Tarragona,	Spain,	which	did	not	recur	in	the	current	year.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the accompanying	consolidated	financial	statements	for	further	information.

•an	unfavorable	currency	impact	on	our	emulsion	polymers	business	resulting	from	a	strong	US	dollar	relative	to	the	Euro;

•lower	pricing	in	our	emulsion	polymers	business	due	to	lower	raw	material	costs	for	VAM,	primarily	in Europe.

•a	decrease	in	Net	sales,	as	well	as	an	increase	in	site	closure	costs	of	$22	million	and	$16	million	primarily	related	to	our	VAE	emulsions	unit	in	Meredosia, Illinois	and	in	Tarragona,	Spain,	respectively;	and

•lower	raw	material	costs	for	VAM,	primarily	in Europe.

|  | Year	Ended<br>December	31, |  |  | % | Year	Ended<br>December	31, |  |  | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change | 2015 | 2014 | Change | Change |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| Net\tsales | 2,441 | 2,744 | (303) | (11.0)% | 2,744 | 3,493 | (749) | (21.4)% |
| Net\tSales\tVariance |  |  |  |  |  |  |  |  |
| Volume | (2)\t% |  |  |  | (3)\t% |  |  |  |
| Price | (10)\t% |  |  |  | (13)\t% |  |  |  |
| Currency | (1)\t% |  |  |  | (6)\t% |  |  |  |
| Other | 2\t% |  |  |  | —\t% |  |  |  |
| Other\t(charges)\tgains,\tnet | (3) | (300) | 297 | (99.0)% | (300) | (3) | (297) | 9,900\t% |
| Operating\tprofit\t(loss) | 340 | (3) | 343 | (11,433)% | (3) | 558 | (561) | (100.5)% |
| Operating\tmargin | 13.9\t% | (0.1)\t% |  |  | (0.1)\t% | 16.0% |  |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 6 | 6 | — | —\t% | 6 | 20 | (14) | (70.0)% |
| Depreciation\tand\tamortization | 107 | 123 | (16) | (13.0)% | 123 | 81 | 42 | 51.9\t% |

•lower	pricing	due	to	lower	global	industry	utilization	and	a	decline	in	global	feedstock	costs,	such	as	methanol,	which	negatively	impacted	pricing	for	most	of our	products.	The	impact	on	acetic	acid,	VAM	and	acetate	esters	represents	approximately	three-fourths	of	the	pricing	decrease;	and

•lower	volume	for	VAM,	which	represents	all	of	the	decrease	in	volume,	primarily	due	to	the	expiration	of	a	significant	VAM contract.

•a	favorable	impact	from	Other	(charges)	gains,	net.	In	December	2015,	we	terminated	our	existing	agreement	with	a	raw	materials	supplier	in	Singapore.	In connection	with	the	contract	termination,	we	recorded	$174	million	to	Other	(charges)	gains,	net,	which	did	not	recur	in	the	current	year.	We	also	recorded long-lived	asset	impairment	losses	of	$123	million	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in	Nanjing,	China	during	the	three months	ended	December	31,	2015,	which	did	not	recur	in	the	current	year.	See	Note	18	-	Other	(Charges)	Gains,	Net	in	the	accompanying	consolidated financial	statements	for	further	information;

•lower	energy	and	raw	material	costs,	primarily	for	carbon	monoxide	and	methanol; and

•cost	savings	of	$29	million,	primarily	due	to	productivity initiatives;

Depreciation	and	amortization	expense,	which	is	included	within	Operating	profit	(loss),	decreased	during	the	year	ended	December	31,	2016	compared	to	the	same period	in	2015	as	a	result	of	$39	million	in	accelerated	depreciation	expense	recorded	in	the	prior	year	related	to	property,	plant	and	equipment	no	longer	in	use	at	our ethanol	technology	unit	in	Clear	Lake,	Texas,	which	did	not	recur	in	the	current	year,	partially	offset	by	the	impact	from	the	startup	of	production	at	the	Fairway	facility in	October	2015.	See	Note	4	-	Acquisitions,	Dispositions	and	Plant	Closures	in	the	accompanying	consolidated	financial	statements	for	further	information.

•lower	pricing	and	volume	for	VAM,	primarily	due	to	industry	outages	in	the	prior	year	that	did	not	recur	in	2015.	VAM	represents	approximately	one-half	of the	decrease	in	pricing	and	volume;

•lower	pricing	and	volume	for	acetic	acid,	which	represents	approximately	one-third	of	the	pricing	and	volume	decrease,	primarily	due	to	lower	demand	in Asia.

•a	decrease	in	Net	sales,	as	well	as	an	unfavorable	impact	from	Other	(charges)	gains,	net.	In	December	2015,	we	terminated	our	existing	agreement	with	a	raw materials	supplier	in	Singapore.	In	connection	with	the	contract	termination,	we	recorded	$174	million	to	Other	(charges)	gains,	net.	We	also	recorded	long- lived	asset	impairment	losses	of	$123	million	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in	Nanjing,	China	during	the	three	months ended	December	31,	2015;

•an	increase	in	depreciation	and	amortization	expense	as	a	result	of	$39	million	in	accelerated	depreciation	expense	related	to	property,	plant	and	equipment	no longer	in	use	at	our	ethanol	technology	development	unit	in	Clear	Lake,	Texas,	beginning	in	June	2015;

•an	increase	in	net	periodic	benefit	cost	of	$32	million;	and

•costs	of	$10	million	incurred	related	to	the	start-up	of	our	Fairway	joint venture;

•lower	energy	and	raw	material	costs,	primarily	for	ethylene,	methanol	and	carbon	monoxide,	with	ethylene	making	up	approximately	one-half	and	the	other raw	materials	each	making	up	approximately	one-quarter	of	the	decrease	in	raw	materials.

|  | Year	Ended<br>December	31, |  |  | % | Year	Ended<br>December	31, | Year	Ended<br>December	31, |  | % |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change | 2015 | 2014 | Change | Change |
|  |  |  |  | (In\t$\tmillions) |  |  |  |  |
| Other\t(charges)\tgains,\tnet | (1) | (9) | 8 | (88.9)% | (9) | 4 | (13) | (325.0)% |
| Operating\tprofit\t(loss) | (205) | (240) | 35 | (14.6)% | (240) | (485) | 245 | (50.5)% |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 24 | 23 | 1 | 4.3\t% | 23 | 56 | (33) | (58.9)% |
| Dividend\tincome\t-\tcost\ninvestments | 1 | 1 | — | —\t% | 1 | 1 | — | —\t% |
| Depreciation\tand\tamortization | 12 | 11 | 1 | 9.1\t% | 11 | 12 | (1) | (8.3)% |

Operating	loss	decreased	for	the	year	ended	December	31,	2016	compared	to	the	same	period	in	2015	primarily	due	to:

•lower	functional	and	project	spending	of	$21	million;	and

•a	decrease	in	net	periodic	benefit	cost	of	$20	million,	primarily	recorded	to	SG&A expenses.

•a	decrease	in	net	periodic	benefit	cost	of	$218	million,	primarily	recorded	to	SG&A	expenses;

•higher	project	spending	related	to	our	European

headquarters.

# Liquidity	and	Capital	Resources

Our	primary	source	of	liquidity	is	cash	generated	from	operations,	available	cash	and	cash	equivalents	and	dividends	from	our	portfolio	of	strategic	investments.	In addition,	as	of	December	31,	2016	we	have	$1.0	billion	available	for	borrowing	under	our	senior	unsecured	revolving	credit	facility	and	$52	million	available	under	our accounts	receivable	securitization	facility	to	assist,	if	required,	in	meeting	our	working	capital	needs	and	other	contractual	obligations.

While	our	contractual	obligations,	commitments	and	debt	service	requirements	over	the	next	several	years	are	significant,	we	continue	to	believe	we	will	have	available resources	to	meet	our	liquidity	requirements,	including	debt	service,	in	2017.	If	our	cash	flow	from	operations	is	insufficient	to	fund	our	debt	service	and	other obligations,	we	may	be	required	to	use	other	means	available	to	us	such	as	increasing	our	borrowings,	reducing	or	delaying	capital	expenditures,	seeking	additional capital	or	seeking	to	restructure	or	refinance	our	indebtedness.	There	can	be	no	assurance,	however,	that	we	will	continue	to	generate	cash	flows	at	or	above	current levels.

Total	cash	outflows	for	capital	expenditures	are	expected	to	be	in	the	range	of	$250	million	to	$300	million	in	2017	primarily	due	to	additional	investments	in	growth opportunities	in	our	Advanced	Engineered	Materials	and	Acetyl	Intermediates	segments.

On	a	stand-alone	basis,	Celanese	and	its	immediate	100%	owned	subsidiary,	Celanese	US,	have	no	material	assets	other	than	the	stock	of	their	subsidiaries	and	no independent	external	operations	of	their	own.	Accordingly,	they	generally	depend	on	the	cash	flow	of	their	subsidiaries	and	their	ability	to	pay	dividends	and	make	other distributions	to	Celanese	and	Celanese	US	in	order	to	meet	their	obligations,	including	their	obligations	under	senior	credit	facilities	and	senior	notes	and	to	pay dividends	on	our	Series	A	common	stock,	par	value	$0.0001	per	share	("Common	Stock").

# Cash	Flows

Cash	and	cash	equivalents	as	of	December	31,	2016	were	$638	million,	a	decrease	of	$329	million	from	December	31,	2015.	As	of	December	31,	2016,	$552	million	of the	$638	million	of	cash	and	cash	equivalents	was	held	by	our	foreign	subsidiaries.	If	these	funds	are	needed	for	our	operations	in	the	US,	we	will	access	such	funds	in	a tax	efficient	manner	to	satisfy	cash	flow	needs.	Currently,	there	are	no	contemplated	cash	distributions	that	will	result	in	incremental	US	taxes	payable	in	excess	of applicable	foreign	tax	credits	related	to	such	undistributed	earnings.	As	a	result,	we	have	not	recorded	any	deferred	income	taxes	on	the	portion	of	undistributed	foreign earnings	determined	not	to	be	permanently	reinvested	in	foreign	operations.

# •Net	Cash	Provided	by	(Used	in)	Operating

# Activities

Net	cash	provided	by	operating	activities	increased	$31	million	to	$893	million	for	the	year	ended	December	31,	2016	compared	to	$862	million	for	the	same	period	in 2015.	Net	cash	provided	by	operations	for	the	year	ended	December	31,	2016	increased	primarily	due	to:

•an	increase	in	net	earnings;

largely	offset	by:

•an	increase	in	pension	plan	and	other	postretirement	benefit	plan	contributions	of	$287 million;

•unfavorable	trade	working	capital	of	$56	million	primarily	due	to	an	increase	in	accounts	receivable;

•lower	dividends	from	our	equity	investments	in	affiliates	of	$45

Net	cash	provided	by	operating	activities	decreased	$100	million	to	$862	million	for	the	year	ended	December	31,	2015	compared	to	$962	million	for	the	same	period	in 2014.	Net	cash	provided	by	operations	for	the	year	ended	December	31,	2015	decreased	primarily	due	to:

•a	decrease	in	net	earnings;

# •a	decrease	in	pension	and	postretirement	benefit	plan	contributions	of	$160

# •Net	Cash	Provided	by	(Used	in)	Investing

Net	cash	used	in	investing	activities	decreased	$119	million	to	$439	million	for	the	year	ended	December	31,	2016	compared	to	$558	million	for	the	same	period	in	2015, primarily	due	to:

•a	decrease	in	capital	expenditures	of	$288	million	relating	to	Fairway,	which	was	completed	in 2015;

•an	increase	in	cash	outflows	of	$178	million	related	to	the	acquisition	of	SOFTER	in	December 2016.

Net	cash	used	in	investing	activities	decreased	$147	million	to	$558	million	for	the	year	ended	December	31,	2015	compared	to	$705	million	for	the	same	period	in 2014,	primarily	due	to:

•capital	expenditures	relating	to	Fairway	of	$288	million,	$136	million	lower	than	in	the	same	period	in 2014.

# •Net	Cash	Provided	by	(Used	in)	Financing

Net	cash	used	in	financing	activities	increased	$693	million	to	$759	million	for	the	year	ended	December	31,	2016	compared	to	$66	million	for	the	year	ended December	31,	2015.	The	increase	in	cash	used	in	financing	activities	is	primarily	due	to:

•an	increase	of	$350	million	in	net	short-term	borrowings	under	our	previous	senior	secured	revolving	credit	facility	for	the	year	ended	December	31,	2015,

which	were	repaid	in	full	during	the	year	ended	December	31,	2016,	as	discussed	below;

•a	net	decrease	of	$238	million	in	contributions	received	from,	and	distributions	to,	Mitsui;

•an	increase	of	$80	million	in	share	repurchases	of	our	Common

Stock;

•an	increase	in	net	proceeds	from	long-term	debt	of	$406	million	primarily	as	a	result	of	issuing	€750	million	in	principal	amount	of	1.125%	senior	unsecured notes	due	September	26,	2023	("1.125%	Notes"),	as	discussed	below.

In	January	2017,	we	repaid	$69	million	of	the	$70	million	SOFTER	bank	loans	outstanding	at	December	31,	2016	with	cash	on	hand.

Net	cash	used	in	financing	activities	decreased	$349	million	to	$66	million	for	the	year	ended	December	31,	2015	compared	to	$415	million	for	the	year	ended December	31,	2014.	The	decrease	in	cash	used	in	financing	activities	is	primarily	due	to:

•an	increase	in	net	borrowings	on	short-term	debt	of	$385	million,	primarily	as	a	result	of	borrowing	under	our	revolving	credit	facility	to	fund	repurchases	of our	Common	Stock;	and

•a	decrease	of	$50	million	in	contributions	received	from	Mitsui	in	exchange	for	ownership	in	Fairway;

•higher	Common	Stock	dividends	of	$30	million	due	to	a	39%	and	20%	increase	in	quarterly	cash	dividends	beginning	May	2014	and	May	2015,

In	addition,	exchange	rates	had	unfavorable	impacts	of	$24	million,	$51	million	and	$46	million	on	cash	and	cash	equivalents	for	the	years	ended	December	31,	2016, 2015	and	2014,	respectively.

# Debt	and	Other	Obligations

# •Senior	Credit	Facilities

On	July	15,	2016,	Celanese,	Celanese	US	and	certain	subsidiaries	entered	into	a	new	senior	credit	agreement	("New	Credit	Agreement")	consisting	of	a	$500	million senior	unsecured	term	loan	and	a	$1.0	billion	senior	unsecured	revolving	credit	facility	(with	a	letter	of	credit	sublimit),	each	maturing	in	2021.	The	margin	for borrowings	under	the	senior	unsecured	term	loan	and	the	senior	unsecured	revolving	credit	facility	was	1.5%	above	LIBOR	at	our	current	credit	ratings.	The	New	Credit Agreement	is	guaranteed	by	Celanese,	Celanese	US	and	substantially	all	of	its	domestic	subsidiaries	("the	Subsidiary	Guarantors").	The	proceeds	from	the	new	senior unsecured	term	loan	and	$409	million	of	borrowings	under	the	new	senior	unsecured	revolving	credit	facility	were	used	to	repay	our	Term	C-2	and	C-3	loans	under	our previous	senior	secured	credit	facilities.	We	borrowed	$245	million	and	repaid	$595	million	under	our	previous	secured	revolving	credit	facility	during	the	year	ended December	31,	2016.

# •Senior

# Notes

We	have	outstanding	senior	unsecured	notes,	issued	in	public	offerings	registered	under	the	Securities	Act	of	1933	("Securities	Act"),	as	amended,	as	follows (collectively,	the	"Senior	Notes"):

| Senior	Notes | Issue	Date | Principal | Interest	Rate | Interest	Pay	Dates | Interest	Pay	Dates | Maturity	Date |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\tmillions) | (In\tpercentages) |  |  |  |
| 1.125%\tNotes | September\t2016 | €750 | 1.125 | September\t26 | N/A | September\t26,\t2023 |
| 3.250%\tNotes | September\t2014 | €300 | 3.250 | April\t15 | October\t15 | October\t15,\t2019 |
| 4.625%\tNotes | November\t2012 | $500 | 4.625 | March\t15 | September\t15 | November\t15,\t2022 |
| 5.875%\tNotes | May\t2011 | $400 | 5.875 | June\t15 | December\t15 | June\t15,\t2021 |

The	Senior	Notes	were	issued	by	Celanese	US	and	are	guaranteed	on	a	senior	unsecured	basis	by	Celanese	and	the	Subsidiary	Guarantors.	Celanese	US	may	redeem some	or	all	of	each	of	the	Senior	Notes,	prior	to	their	respective	maturity	dates,	at	a	redemption	price	of	100%	of	the	principal	amount,	plus	a	"make-whole"	premium	as specified	in	the	applicable	indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the	redemption	date.

On	September	26,	2016,	Celanese	US	completed	the	offering	of	the	1.125%	Notes	in	a	public	offering	registered	under	the	Securities	Act.	The	1.125%	Notes	were issued	at	a	discount	to	par	at	a	price	of	99.713%.	Net	proceeds	from	the	sale	of	the	1.125%	Notes	were	used	to	repay	$411	million	of	outstanding	borrowings	under	the new	senior	unsecured	revolving	credit	facility	and	for	general	corporate	purposes.

In	October	2014,	Celanese	US	redeemed	its	6.625%	Notes	at	a	redemption	price	of	103.313%	of	the	face	amount	for	a	total	principal	and	premium	payment	of	$620 million	plus	accrued	interest	of	$20	million.	Proceeds	from	the	issuance	of	the	3.250%	Notes	were	used	to	partially	fund	the	redemption	of	the	6.625%	Notes,	as	well	as cash	on	hand.

# •Pollution	Control	and	Industrial	Revenue

# Bonds

On	March	3,	2016,	the	State	of	Wisconsin	Public	Finance	Authority	completed	an	offering	of	pollution	control	and	industrial	revenue	bonds,	the	proceeds	of	which	were loaned	to	Celanese	US	and	used	to	repay	the	pollution	control	and	industrial	revenue	bonds	previously	issued	for	our	benefit.

# •Accounts	Receivable	Securitization

# Facility

On	July	8,	2016,	certain	of	our	subsidiaries	entered	into	an	amendment	of	our	accounts	receivable	securitization	facility,	extending	its	maturity	to	July	2019	and decreasing	the	available	amount	to	$120	million.	We	repaid	$55	million	during	the	year	ended	December	31,	2016.

Our	material	financing	arrangements	contain	customary	covenants,	including	the	maintenance	of	certain	financial	ratios,	events	of	default	and	change	of	control provisions.	Failure	to	comply	with	these	covenants,	or	the	occurrence	of	any	other	event	of	default,	could	result	in	acceleration	of	the	borrowings	and	other	financial obligations.	We	are	in	compliance	with	all	of	the	covenants	related	to	our	debt	agreements	as	of	December	31,	2016.

See	Note	14	-	Debt	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Share	Capital

Our	Board	of	Directors	follows	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Common	Stock	unless	the	Board of	Directors,	in	its	sole	discretion,	determines	otherwise.	The	amount	available	to	us	to	pay	cash	dividends	is	not	currently	restricted	by	our	existing	senior	credit	facility or	our	indentures	governing	our	senior	unsecured	notes.

On	February	9,	2017,	we	declared	a	quarterly	cash	dividend	of	$0.36	per	share	on	our	Common	Stock	amounting	to	$51	million.	The	cash	dividend	is	for	the	period	from November	1,	2016	to	January	31,	2017	and	will	be	paid	on	March	3,	2017	to	holders	of	record	as	of	February	21,	2017.

Our	Board	of	Directors	has	authorized	the	aggregate	repurchase	of	$2.4	billion	of	our	Common	Stock	since	February	2008.	These	authorizations	give	management discretion	in	determining	the	timing	and	conditions	under	which	shares	may	be	repurchased.	This	repurchase	program	does	not	have	an	expiration	date.	During	the	year ended	December	31,	2016,	we	spent	$500	million	on	repurchased	shares	of	our	Common	Stock.	As	of	December	31,	2016,	we	had	$531	million	remaining	under authorizations	by	our	Board	of	Directors.

# Contractual	Debt	and	Cash	Obligations

The	following	table	sets	forth	our	fixed	contractual	debt	and	cash	obligations	as	of	December	31,	2016.

|  |  |  |  | Payments	due	by	period | Payments	due	by	period |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Less\tThan | Years | Years | After |
|  | Total |  | 1\tYear | 2\t&amp;\t3 | 4\t&amp;\t5 | 5\tYears |
|  |  |  |  | (In\t$\tmillions) |  |  |
| Fixed\tContractual\tDebt\tObligations |  |  |  |  |  |  |
| Senior\tnotes | 2,004 |  | — | 316 | 400 | 1,288 |
| Senior\tunsecured\tterm\tloan | 500 |  | 6 | 81 | 413 | — |
| Interest\tpayments\ton\tdebt\tand\tother\tobligations | 659 | (1) | 113 | 213 | 158 | 175 |
| Capital\tlease\tobligations | 217 |  | 21 | 45 | 58 | 93 |
| Other\tdebt | 308 | (2) | 91 | 27 | 20 | 170 |
| Total | 3,688 |  | 231 | 682 | 1,049 | 1,726 |
| Operating\tleases | 395 |  | 57 | 101 | 71 | 166 |
| Uncertain\ttax\tpositions,\tincluding\tinterest\tand\tpenalties | 131 |  | — | — | — | 131 |
| Unconditional\tpurchase\tobligations | 2,446 | (4) | 492 | 818 | 447 | 689 |
| Pension\tand\tother\tpostretirement\tfunding\tobligations | 461 |  | 46 | 93 | 91 | 231 |
| Environmental\tand\tasset\tretirement\tobligations | 99 |  | 23 | 32 | 12 | 32 |
| Total | 7,220 |  | 849 | 1,726 | 1,670 | 2,975 |

(1) Future	interest	expense	is	calculated	using	the	rate	in	effect	on	December	31, 2016.

(2) Other	debt	is	primarily	made	up	of	fixed	rate	pollution	control	and	industrial	revenue	bonds,	short-term	borrowings	from	affiliated	companies,	our	revolving	credit facility,	our	accounts	receivable	securitization	facility	and	other	bank	obligations.

(3) Due	to	uncertainties	in	the	timing	of	the	effective	settlement	of	tax	positions	with	the	respective	taxing	authorities,	we	are	unable	to	determine	the	timing	of payments	related	to	our	uncertain	tax	obligations,	including	interest	and	penalties.	These	amounts	are	therefore	reflected	in	"After	5	Years".

(4) Unconditional	purchase	obligations	primarily	represent	the	take-or-pay	provisions	included	in	certain	long-term	purchase	agreements.	We	do	not	expect	to	incur material	losses	under	these	arrangements.	These	amounts	also	include	other	purchase	obligations	such	as	maintenance	and	service	agreements,	energy	and	utility agreements,	consulting	contracts,	software	agreements	and	other	miscellaneous	agreements	and	contracts,	obtained	via	a	survey	of	Celanese.

# Contractual	Guarantees	and	Commitments

As	of	December	31,	2016,	we	have	standby	letters	of	credit	of	$52	million	and	bank	guarantees	of	$10	million	outstanding,	which	are	irrevocable	obligations	of	an issuing	bank	that	ensure	payment	to	third	parties	in	the	event	that	certain	subsidiaries	fail	to	perform	in	accordance	with	specified	contractual	obligations.	The	likelihood is	remote	that	material	payments	will	be	required	under	these	agreements.

See	Note	14	-	Debt	in	the	accompanying	consolidated	financial	statements	for	a	description	of	the	guarantees	under	our	Senior	Notes	and	New	Credit	Agreement.

See	Note	24	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements	for	a	discussion	of	commitments	and	contingencies	related	to legal	and	regulatory	proceedings.

# Off-Balance	Sheet	Arrangements

We	have	not	entered	into	any	material	off-balance	sheet	arrangements.

# Market	Risks

See	Item	7A.	Quantitative	and	Qualitative	Disclosure	about	Market	Risk	for	further	information.

# Critical	Accounting	Policies	and	Estimates

Our	consolidated	financial	statements	are	based	on	the	selection	and	application	of	significant	accounting	policies.	The	preparation	of	consolidated	financial	statements in	conformity	with	US	GAAP	requires	management	to	make	estimates	and	assumptions	that	affect	the	reported	amounts	of	assets	and	liabilities,	disclosure	of	contingent assets	and	liabilities	at	the	date	of	the	consolidated	financial	statements	and	the	reported	amounts	of	net	sales,	expenses	and	allocated	charges	during	the	reporting period.	Actual	results	could	differ	from	those	estimates.	However,	we	are	not	currently	aware	of	any	reasonably	likely	events	or	circumstances	that	would	result	in materially	different	results.

We	believe	the	following	accounting	policies	and	estimates	are	critical	to	understanding	the	financial	reporting	risks	present	in	the	current	economic	environment.	These matters,	and	the	judgments	and	uncertainties	affecting	them,	are	also	essential	to	understanding	our	reported	and	future	operating	results.	See	Note	2	-	Summary	of Accounting	Policies	in	the	accompanying	consolidated	financial	statements	for	further	information.

# •Recoverability	of	Long-Lived

# Assets

# Recoverability	of	Goodwill	and	Indefinite-Lived	Assets

We	assess	goodwill	for	impairment	at	the	reporting	unit	level.	Our	reporting	units	are	either	our	operating	business	segments	or	one	level	below	our	operating	business segments	for	which	discrete	financial	information	is	available	and	for	which	operating	results	are	regularly	reviewed	by	business	segment	management	and	the	chief operating	decision	maker.	Our	operating	business	segments	have	been	designated	as	our	reporting	units	and	include	our	engineered	materials,	cellulose	derivatives,	food ingredients,	emulsion	polymers,	EVA	polymers	and	intermediate	chemistry	businesses.	We	assess	the	recoverability	of	the	carrying	amount	of	our	goodwill	and	other indefinite-lived	intangible	assets	annually	during	the	third	quarter	of	our	fiscal	year	using	June	30	balances	or	whenever	events	or	changes	in	circumstances	indicate	that the	carrying	amount	of	the	asset	may	not	be	fully	recoverable.

When	assessing	the	recoverability	of	goodwill	and	other	indefinite-lived	intangible	assets,	we	may	first	assess	qualitative	factors	in	determining	whether	it	is	more	likely than	not	that	the	fair	value	of	a	reporting	unit	or	other	indefinite-lived	intangible	asset	is	less	than	its	carrying	amount.	After	assessing	qualitative	factors,	if	we	determine that	it	is	not	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	or	other	indefinite-lived	intangible	asset	is	less	than	its	carrying	amount,	then	performing	a quantitative	assessment	is	not	required.	If	an	initial	qualitative	assessment	indicates	that	it	is	more	likely	than	not	the	carrying	amount	exceeds	the	fair	value	of	a reporting	unit	or	other	indefinite-lived	intangible	asset,	a	quantitative	analysis	will	be	performed.	We	may	also	elect	to	bypass	the	qualitative	assessment	and	proceed directly	to	a	quantitative	analysis	depending	on	the	facts	and	circumstances.

In	performing	a	quantitative	analysis,	recoverability	of	goodwill	for	each	reporting	unit	is	measured	using	a	discounted	cash	flow	model	incorporating	discount	rates commensurate	with	the	risks	involved.	Use	of	a	discounted	cash	flow	model	is	common	practice	in	assessing	impairment	in	the	absence	of	available	transactional	market evidence	to	determine	the	fair	value.	The	key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	tax	rates,	cash	flow projections	and	terminal	value	rates.	Discount	rates,	growth	rates	and	cash	flow	projections	are	the	most	sensitive	and	susceptible	to	change	as	they	require	significant management	judgment.	We	may	engage	third-party	valuation	consultants	to	assist	with	this	process.	The	valuation	consultants	assess	fair	value	by	equally	weighting	a combination	of	two	market	approaches	(market	multiple	analysis	and	comparable	transaction	analysis)	and	the	discounted	cash	flow	approach.	Discount	rates	are determined	by	using	a	weighted	average	cost	of	capital	("WACC").	The	WACC	considers	market	and	industry	data	as	well	as	company-specific	risk	factors	for	each reporting	unit	in	determining	the	appropriate	discount	rate	to	be	used.	The	discount	rate	utilized	for	each	reporting	unit	is	indicative	of	the	return	an	investor	would expect	to	receive	for	investing	in	such	a	business.	Operational	management,	considering	industry	and	company-specific	historical	and	projected	data,	develops	growth rates	and	cash	flow	projections	for	each	reporting	unit.	Terminal	value	rate	determination	follows	common	methodology	of	capturing	the	present	value	of	perpetual	cash flow	estimates	beyond	the	last	projected	period	assuming	a	constant	WACC	and	low	long-term	growth	rates.	If	the	calculated	fair	value	is	less	than	the	current	carrying amount,	impairment	of	the	reporting	unit	may	exist.	If	the	recoverability	test	indicates	potential	impairment,	we	calculate	an	implied	fair	value	of	goodwill	for	the reporting	unit.	The	implied	fair	value	of	goodwill	is	determined	in	a	manner	similar	to	how	goodwill	is	calculated	in	a	business	combination.	If	the	implied	fair	value	of goodwill	exceeds	the	carrying	amount	of	goodwill	assigned	to	the	reporting	unit,	there	is	no	impairment.	If	the	carrying	amount	of	goodwill	assigned	to	a	reporting	unit exceeds	the	implied	fair	value	of	the	goodwill,	an	impairment	loss	is	recorded	to	write	down	the	carrying	amount.	An	impairment	loss	cannot	exceed	the	carrying	amount of	goodwill	assigned	to	a	reporting	unit	but	may	indicate	certain	long-lived	and	amortizable	intangible	assets	associated	with	the	reporting	unit	may	require	additional impairment	testing.

Management	tests	other	indefinite-lived	intangible	assets	quantitatively	utilizing	the	relief	from	royalty	method	under	the	income	approach	to	determine	the	estimated fair	value	for	each	indefinite-lived	intangible	asset.	The	relief	from	royalty	method	estimates	our	theoretical	royalty	savings	from	ownership	of	the	intangible	asset.	Key assumptions	used	in	this	model	include	discount	rates,	royalty	rates,	growth	rates,	tax	rates,	sales	projections	and	terminal	value	rates.	Discount	rates,	royalty	rates, growth	rates	and	sales	projections	are	the	assumptions	most	sensitive	and	susceptible	to	change	as	they	require	significant	management	judgment.	Discount	rates	used are	similar	to	the	rates	estimated	by	the	WACC	considering	any	differences	in	company-specific	risk	factors.	Royalty	rates	are	established	by	management	and	are periodically	substantiated	by	third-party	valuation	consultants.	Operational	management,	considering	industry	and	company-specific	historical	and	projected	data, develops	growth	rates	and	sales	projections	associated	with	each	indefinite-lived	intangible	asset.	Terminal	value	rate	determination	follows	common	methodology	of capturing	the	present	value	of	perpetual	sales	projections	beyond	the	last	projected	period	assuming	a	constant	WACC	and	low	long-term	growth	rates.

See	Note	11	-	Goodwill	and	Intangible	Assets,	Net	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Recoverability	of	Long-Lived	and	Amortizable	Intangible	Assets

We	assess	the	recoverability	of	long-lived	and	amortizable	intangible	assets	whenever	events	or	circumstances	indicate	that	the	carrying	amount	of	the	asset	may	not	be recoverable.	Examples	of	a	change	in	events	or	circumstances	include,	but	are	not	limited	to,	a	decrease	in	the	market	price	of	the	asset,	a	history	of	cash	flow	losses related	to	the	use	of	the	asset	or	a	significant	adverse	change	in	the	extent	or	manner	in	which	an	asset	is	being	used.	To	assess	the	recoverability	of	long-lived	and amortizable	intangible	assets	we	compare	the	carrying	amount	of	the	asset	or	asset	group	to	the	future	net	undiscounted	cash	flows	expected	to	be	generated	by	the	asset or	asset	group.	Long-lived	and	amortizable	intangible	assets	are	tested	for	recognition	and	measurement	of	an	impairment	loss	at	the	lowest	level	for	which	identifiable cash	flows	are	largely	independent	of	the	cash	flows	of	other	assets	and	liabilities.	If	such	assets	are	considered	impaired,	the	impairment	recognized	is	measured	as	the amount	by	which	the	carrying	amount	of	the	asset	exceeds	the	fair	value	of	the	asset.

The	development	of	future	net	undiscounted	cash	flow	projections	requires	management	projections	related	to	sales	and	profitability	trends	and	the	remaining	useful	life of	the	asset.	Projections	of	sales	and	profitability	trends	are	the	assumptions	most	sensitive	and	susceptible	to	change	as	they	require	significant	management	judgment. These	projections	are	consistent	with	projections	we	use	to	manage	our	operations	internally.	When	impairment	is	indicated,	a	discounted	cash	flow	valuation	model similar	to	that	used	to	value	goodwill	at	the	reporting	unit	level,	incorporating	discount	rates	commensurate	with	risks	associated	with	each	asset,	is	used	to	determine	the fair	value	of	the	asset	to	measure	potential	impairment.	We	believe	the	assumptions	used	are	reflective	of	what	a	market	participant	would	have	used	in	calculating	fair value.

See	Note	10	-	Property,	Plant	and	Equipment,	Net	and	Note	11	-	Goodwill	and	Intangible	Assets,	Net	in	the	accompanying	consolidated	financial	statements	for	further information.

Valuation	methodologies	utilized	to	evaluate	goodwill	and	indefinite-lived	intangible,	amortizable	intangible	and	long-lived	assets	for	impairment	were	consistent	with prior	periods.	We	periodically	engage	third-party	valuation	consultants	to	assist	us	with	this	process.	Specific	assumptions	discussed	above	are	updated	at	the	date	of each	test	to	consider	current	industry	and	company-specific	risk	factors	from	the	perspective	of	a	market	participant.	The	current	business	environment	is	subject	to evolving	market	conditions	and	requires	significant	management	judgment	to	interpret	the	potential	impact	to	our	assumptions.	To	the	extent	that	changes	in	the	current business	environment	result	in	adjusted	management	projections,	impairment	losses	may	occur	in	future	periods.

# •Income	Taxes

We	regularly	review	our	deferred	tax	assets	for	recoverability	and	establish	a	valuation	allowance	as	needed.	In	forming	our	judgment	regarding	the	recoverability	of deferred	tax	assets	related	to	deductible	temporary	differences	and	tax	attribute	carryforwards,	we	give	weight	to	positive	and	negative	evidence	based	on	the	extent	to which	the	forms	of	evidence	can	be	objectively	verified.	We	attach	the	most	weight	to	historical	earnings	due	to	its	verifiable	nature.	Weight	is	attached	to	tax	planning strategies	if	the	strategies	are	prudent	and	feasible	and	implementable	without	significant	obstacles.	Less	weight	is	attached	to	forecasted	future	earnings	due	to	its subjective	nature,	and	expected	timing	of	reversal	of	taxable	temporary	differences	is	given	little	weight	unless	the	reversal	of	taxable	and	deductible	temporary differences	coincide.	Valuation	allowances	are	established	primarily	on	net	operating	loss	carryforwards	and	other	deferred	tax	assets	in	the	US,	Luxembourg,	Spain, China,	Singapore,	the	United	Kingdom,	Canada	and	France.	We	have	appropriately	reflected	increases	and	decreases	in	our	valuation	allowance	based	on	the	overall weight	of	positive	versus	negative	evidence	on	a	jurisdiction	by	jurisdiction	basis.

The	recoverability	of	deferred	tax	assets	and	the	recognition	and	measurement	of	uncertain	tax	positions	are	subject	to	various	assumptions	and	management	judgment. If	actual	results	differ	from	the	estimates	made	by	management	in	establishing	or	maintaining	valuation	allowances	against	deferred	tax	assets,	the	resulting	change	in the	valuation	allowance	would	generally	impact	earnings	or	Other	comprehensive	income	depending	on	the	nature	of	the	respective	deferred	tax	asset.	In	addition,	the positions	taken	with	regard	to	tax	contingencies	may	be	subject	to	audit	and	review	by	tax	authorities,	which	may	result	in	future	taxes,	interest	and	penalties.

See	Note	19	-	Income	Taxes	in	the	accompanying	consolidated	financial	statements	for	further	information.

# •Benefit	Obligations

The	amounts	recognized	in	the	consolidated	financial	statements	related	to	pension	and	other	postretirement	benefits	are	determined	on	an	actuarial	basis.	Various assumptions	are	used	in	the	calculation	of	the	actuarial	valuation	of	the	employee	benefit	plans.	These	assumptions	include	the	discount	rate,	compensation	levels, expected	long-term	rates	of	return	on	plan	assets	and	trends	in	health	care	costs.	In	addition,	actuarial	consultants	use	factors	such	as	withdrawal	and	mortality	rates	to estimate	the	projected	benefit	obligation.	The	actuarial	assumptions	used	may	differ	materially	from	actual	results	due	to	changing	market	and	economic	conditions, higher	or	lower	withdrawal	rates	or	longer	or	shorter	life	spans	of	participants.	These	differences	may	result	in	a	significant	impact	to	the	amount	of	net	periodic	benefit cost	recorded	in	future	periods.

Pension	assumptions	are	reviewed	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.	Assumptions	are	reviewed	on	a plan	and	country-specific	basis	by	third-party	actuaries	and	senior	management.	Such	assumptions	are	adjusted	as	appropriate	to	reflect	changes	in	market	rates	and outlook.

Beginning	in	2016,	we	elected	to	change	the	method	used	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit	cost	for	our	significant	defined benefit	pension	plans	and	other	postretirement	benefit	plans.	Previously,	we	estimated	the	service	and	interest	cost	components	utilizing	a	single	weighted	average discount	rate	derived	from	the	yield	curve	used	to	measure	the	benefit	obligation	at	the	beginning	of	the	period.	We	elected	to	use	a	full	yield	curve	approach	in	the estimation	of	these	components	of	net	periodic	benefit	cost	by	applying	the	specific	spot	rates	along	the	yield	curve	used	in	the	determination	of	the	benefit	obligation	to the	relevant	projected	cash	flows.	This	change	improves	the	correlation	between	projected	benefit	cash	flows	and	the	corresponding	yield	curve	spot	rates	and	provides	a more	precise	measurement	of	service	and	interest	costs.	This	change	does	not	affect	the	measurement	of	our	total	benefit	obligations	as	the	change	in	service	and	interest cost	will	be	completely	offset	in	the	annual	actuarial	(gain)	loss	reported.	We	accounted	for	this	change	as	a	change	in	estimate	and,	accordingly,	accounted	for	it prospectively	beginning	in	2016.

The	estimated	change	in	pension	and	postretirement	net	periodic	benefit	cost	that	would	occur	in	2017	from	a	change	in	the	indicated	assumptions	are	as	follows:

|  | Change<br>in	Rate | Impact	on<br>Net	Periodic<br>Benefit	Cost |
| :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |
| US\tPension\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | (9) |
| Decrease\tin\tthe\tlong-term\texpected\trate\tof\treturn\ton\tplan\tassets(1) | 0.50% | 12 |
| US\tPostretirement\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | — |
| Increase\tin\tthe\tannual\thealth\tcare\tcost\ttrend\trates | 1.00% | — |
| Non-US\tPension\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | (1) |
| Decrease\tin\tthe\tlong-term\texpected\trate\tof\treturn\ton\tplan\tassets | 0.50% | 2 |
| Non-US\tPostretirement\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | — |
| Increase\tin\tthe\tannual\thealth\tcare\tcost\ttrend\trates | 1.00% | — |

# (1) Excludes	nonqualified	pension

plans.

# •Accounting	for	Commitments	and

# Contingencies

We	routinely	assess	the	likelihood	of	any	adverse	judgments	or	outcomes	to	legal	and	regulatory	proceedings,	lawsuits,	claims,	and	investigations,	incidental	to	the normal	conduct	of	our	past	and	current	business,	as	well	as	ranges	of	probable	and	reasonably	estimable	losses.	Reasonable	estimates	involve	judgments	made	by	us after	considering	a	broad	range	of	information	including:	notifications,	prior	settlements,	demands,	which	have	been	received	from	a	regulatory	authority	or	private party,	estimates	performed	by	independent	consultants	and	outside	counsel,	available	facts,	identification	of	other	potentially	responsible	parties	and	their	ability	to contribute,	as	well	as	prior	experience.	A	determination	of	the	amount	of	loss	contingency	required,	if	any,	is	recorded	if	probable	and	estimable	after	careful	analysis	of each	individual	matter.	The	required	reserves	may	change	in	the	future	due	to	new	developments	in	each	matter	and	as	additional	information	becomes	available.	Due	to the	inherent	subjectivity	of	assessments	and	unpredictability	of	outcomes	of	legal	proceedings,	our	litigation	accruals	and	estimates	of	possible	loss	or	range	of	possible loss	may	not	represent	the	ultimate	loss	to	us	from	legal	proceedings.

See	Note	16	-	Environmental	and	Note	24	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Recent	Accounting	Pronouncements

See	Note	3	-	Recent	Accounting	Pronouncements	in	the	accompanying	consolidated	financial	statements	for	information	regarding	recent	accounting	pronouncements.

# Item	7A.		Quantitative	and	Qualitative	Disclosures	About	Market	Risk

Our	financial	market	risk	consists	principally	of	exposure	to	currency	exchange	rates,	interest	rates	and	commodity	prices.	Exchange	rate	and	interest	rate	risks	are managed	with	a	variety	of	techniques,	including	use	of	derivatives.	We	have	in	place	policies	of	hedging	against	changes	in	currency	exchange	rates,	interest	rates	and commodity	prices	as	described	below.

See	Note	2	-	Summary	of	Accounting	Policies	in	the	accompanying	consolidated	financial	statements	for	further	information	regarding	our	derivative	and	hedging instruments	accounting	policies	related	to	financial	market	risk.

See	Note	22	-	Derivative	Financial	Instruments	in	the	accompanying	consolidated	financial	statements	for	further	information	regarding	our	market	risk	management and	the	related	impact	on	our	financial	position	and	results	of	operations.

# •Foreign	Currency	Forwards	and

# Swaps

A	portion	of	our	assets,	liabilities,	net	sales	and	expenses	are	denominated	in	currencies	other	than	the	US	dollar.	Fluctuations	in	the	value	of	these	currencies	against	the US	dollar	can	have	a	direct	and	material	impact	on	the	business	and	financial	results.	For	example,	a	decline	in	the	value	of	the	Euro	versus	the	US	dollar	results	in	a decline	in	the	US	dollar	value	of	our	sales	and	earnings	denominated	in	Euros	due	to	translation	effects.	Likewise,	an	increase	in	the	value	of	the	Euro	versus	the	US dollar	would	result	in	an	opposite	effect.	We	estimate	that	a	one	cent	Euro/US	dollar	change	in	the	exchange	rate	would	impact	our	earnings	by	$4	million	annually.

# Item	8.		Financial	Statements	and	Supplementary	Data

Our	consolidated	financial	statements	and	supplementary	data	are	included	in	Item	15.	Exhibits	and	Financial	Statement	Schedules	of	this	Annual	Report	on	Form	10-K.

# Quarterly	Financial	Information

For	a	discussion	of	material	events	affecting	performance	in	each	quarter,	see	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations.

# CELANESE	CORPORATION	AND	SUBSIDIARIES

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  |  | Three	Months	Ended |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | March\t31,\n2016 | June\t30,\n2016 | September\t30,\n2016 | December\t31,\n2016 |  |
|  |  | (Unaudited) |  |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |  |
| Net\tsales | 1,404 | 1,351 | 1,323 | 1,311 |  |
| Gross\tprofit | 390 | 338 | 355 | 322 |  |
| Other\t(charges)\tgains,\tnet | (5) | (4) | (3) | 1 |  |
| Operating\tprofit\t(loss) | 287 | 243 | 246 | 117 | (1) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 318 | 275 | 281 | 156 |  |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 256 | 221 | 265 | 160 |  |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 1 | — | (3) | — |  |
| Net\tearnings\t(loss) | 257 | 221 | 262 | 160 |  |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic | 1.74 | 1.51 | 1.82 | 1.13 |  |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted | 1.73 | 1.50 | 1.81 | 1.12 |  |
|  |  | Three\tMonths\tEnded |  |  |  |
|  | March\t31, | June\t30, | September\t30, | December\t31, |  |
|  | 2015 | 2015 | 2015 | 2015 |  |
|  |  | (Unaudited) |  |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |  |
| Net\tsales | 1,450 | 1,477 | 1,413 | 1,334 |  |
| Gross\tprofit | 381 | 375 | 303 | 259 |  |
| Other\t(charges)\tgains,\tnet | (5) | (10) | (4) | (332) | (2) |
| Operating\tprofit\t(loss) | 257 | 188 | 186 | (305) | (1) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 306 | 227 | 225 | (270) |  |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 236 | 207 | 161 | (298) |  |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (2) | — | — |  |
| Net\tearnings\t(loss) | 236 | 205 | 161 | (298) |  |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic | 1.54 | 1.34 | 1.07 | (2.03) |  |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted | 1.53 | 1.33 | 1.07 | (2.03) |  |

(1) Includes	$103	million	and	$127	million	of	net	actuarial	losses	related	to	defined	benefit	pension	and	other	postretirement	obligations	in	2016	and	2015,	respectively. See	Note	15	-	Benefit	Obligations	in	the	accompanying	consolidated	financial	statements	for	further	information.

(2) Includes	$174	million	recorded	in	connection	with	terminating	our	existing	agreement	with	a	raw	materials	supplier	in	Singapore	in	December	2015,	and $123	million	of	long-lived	asset	impairment	losses	to	fully	write-off	certain	ethanol	related	assets	at	our	acetyl	facility	in	Nanjing,	China.	See	Note	18	-	Other (Charges)	Gains,	Net	in	the	accompanying	consolidated	financial	statements	for	further	information.

# Item	9.	Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure

# Item	9A.		Controls	and	Procedures

Under	the	supervision	and	with	the	participation	of	our	management,	including	the	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	have	evaluated	the effectiveness	of	our	disclosure	controls	and	procedures	pursuant	to	Rule	13a-15(b)	under	the	Securities	Exchange	Act	of	1934,	as	amended,	as	of	the	end	of	the	period covered	by	this	Annual	Report	on	Form	10-K.	Based	on	that	evaluation,	as	of	December	31,	2016,	the	Chief	Executive	Officer	and	Chief	Financial	Officer	have concluded	that	our	disclosure	controls	and	procedures	are	effective.

# Changes	in	Internal	Control	Over	Financial	Reporting

During	the	three	months	ended	December	31,	2016,	there	were	no	changes	in	our	internal	control	over	financial	reporting	that	have	materially	affected,	or	are	reasonably likely	to	materially	affect,	our	internal	control	over	financial	reporting.

# Report	of	Management	on	Internal	Control	Over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	for	the	Company.	Internal	control	over	financial reporting	is	a	process	to	provide	reasonable	assurance	regarding	the	reliability	of	our	financial	reporting	for	external	purposes	in	accordance	with	accounting	principles generally	accepted	in	the	United	States	of	America.	Internal	control	over	financial	reporting	includes	maintaining	records	that	in	reasonable	detail	accurately	and	fairly reflect	our	transactions;	providing	reasonable	assurance	that	transactions	are	recorded	as	necessary	for	preparation	of	our	consolidated	financial	statements;	providing reasonable	assurance	that	receipts	and	expenditures	of	company	assets	are	made	in	accordance	with	management	authorization;	and	providing	reasonable	assurance	that unauthorized	acquisition,	use	or	disposition	of	company	assets	that	could	have	a	material	effect	on	our	consolidated	financial	statements	would	be	prevented	or	detected on	a	timely	basis.	Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	is	not	intended	to	provide	absolute	assurance	that	a	misstatement	of	our consolidated	financial	statements	would	be	prevented	or	detected.

Management	conducted	an	evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	the	framework	in	Internal	Control	—	Integrated Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Management	has	elected	to	exclude	the	internal	control	over financial	reporting	of	the	recently	acquired	(Note	4)	SO.F.TER.	S.p.A.	and	its	subsidiaries	("SOFTER")	from	its	assessment	of	internal	control	over	financial	reporting as	of	December	31,	2016.	The	excluded	financial	statement	amounts	of	SOFTER	constituted	less	than	5.0%	of	our	consolidated	Total	assets	and	less	than	1.0%	of	our consolidated	Net	sales	as	of	and	for	the	year	ended	December	31,	2016.	Based	on	this	evaluation,	management	concluded	that	the	Company's	internal	control	over financial	reporting	was	effective	as	of	December	31,	2016.	The	Company's	independent	registered	public	accounting	firm,	KPMG	LLP,	has	issued	an	audit	report	on	the effectiveness	of	the	Company's	internal	control	over	financial	reporting.	Their	report	follows.

# Report	of	Independent	Registered	Public	Accounting	Firm

# The	Board	of	Directors	and	Stockholders

We	have	audited	Celanese	Corporation	and	subsidiaries'	(the	"Company")	internal	control	over	financial	reporting	as	of	December	31,	2016,	based	on	criteria	established in	Internal	Control	—	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	The	Company's management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial reporting,	included	in	the	accompanying	Report	of	Management	on	Internal	Control	Over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	the Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing	and	evaluating	the	design and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audit	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	consolidated	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of consolidated	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	consolidated	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

In	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2016,	based	on	criteria established	in	Internal	Control	—	Integrated	Framework	(2013)	issued	by	COSO.

The	Company	acquired	SO.F.TER.	S.p.A	("SOFTER")	during	2016,	and	management	excluded	from	its	assessment	of	the	effectiveness	of	the	Company's	internal control	over	financial	reporting	as	of	December	31,	2016,	SOFTER's	internal	control	over	financial	reporting	associated	with	total	assets	that	constituted	less	than	5.0% of	consolidated	total	assets	and	total	net	sales	that	constituted	less	than	1.0%	of	consolidated	net	sales	as	of	and	for	the	year	ended	December	31,	2016.	Our	audit	of internal	control	over	financial	reporting	of	the	Company	also	excluded	an	evaluation	of	the	internal	control	over	financial	reporting	of	SOFTER.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	balance	sheets	of	the Company	as	of	December	31,	2016	and	2015,	and	the	related	consolidated	statements	of	operations,	comprehensive	income	(loss),	equity,	and	cash	flows	for	each	of	the years	in	the	three-year	period	ended	December	31,	2016,	and	our	report	dated	February	10,	2017	expressed	an	unqualified	opinion	on	those	consolidated	financial statements.

/s/	KPMG	LLP

# Item	9B.		Other	Information

# PART	III

# Item	10.		Directors,	Executive	Officers	and	Corporate	Governance

The	information	required	by	this	Item	10	is	incorporated	herein	by	reference	from	the	subsections	of	"Governance"	captioned	"Item	1:	Election	of	Directors,"	"Director Nominees,"	"Directors	Continuing	in	Office,"	"Board	and	Committee	Governance,"	and	the	sections	"Stock	Ownership	Information	–	Section	16(a)	Beneficial Ownership	Reporting	Compliance"	and	"Questions	and	Answers	–	Company	Documents,	Communications	and	Stockholder	Proposals"	of	the	Company's	definitive proxy	statement	for	the	2017	annual	meeting	of	stockholders	to	be	filed	with	the	Securities	and	Exchange	Commission	pursuant	to	Regulation	14A	under	the	Securities Exchange	Act	of	1934,	as	amended	(the	"2017	Proxy	Statement").	Information	about	executive	officers	of	the	Company	is	contained	in	Part	I	of	this	Annual	Report.

# Codes	of	Ethics

The	Company	has	adopted	a	Business	Conduct	Policy	for	directors,	officers	and	employees	along	with	a	Financial	Code	of	Ethics	for	its	principal	executive	officer, principal	financial	officer,	principal	accounting	officer	or	controller,	or	persons	performing	similar	functions.	These	codes	are	available	on	the	corporate	governance portal	of	the	Company's	investor	relations	website	at	http://www.celanese.com.	The	Company	intends	to	satisfy	the	disclosure	requirements	under	Item	5.05	of	Form	8-K regarding	amendments	to	and	waivers	from	these	codes	by	posting	such	information	on	the	same	website.

# Item	11.		Executive	Compensation

The	information	required	by	this	Item	11	is	incorporated	herein	by	reference	from	the	section	"Governance	–	Director	Compensation"	and	the	subsections	of	"Executive Compensation"	captioned	"Compensation	Discussion	and	Analysis,"	"Compensation	Risk	Assessment,"	"Compensation	and	Management	Development	Committee Report,"	"Compensation	Committee	Interlocks	and	Insider	Participation"	and	"Compensation	Tables"	of	the	2017	Proxy	Statement.

# Item	12.		Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

The	information	with	respect	to	beneficial	ownership	required	by	this	Item	12	is	incorporated	herein	by	reference	from	the	section	captioned	"Stock	Ownership Information	–	Principal	Stockholders	and	Beneficial	Owners"	of	the	2017	Proxy	Statement.

# Equity	Compensation	Plans

# Securities	Authorized	for	Issuance	Under	Equity	Compensation	Plans

The	following	information	is	provided	as	of	December	31,	2016	with	respect	to	equity	compensation	plans:

| Plan	Category | Number	of	Securities<br>to	be	Issued	upon<br>Exercise	of<br>Outstanding<br>Options,	Warrants<br>and	Rights |  | Weighted	Average<br>Exercise	Price	of<br>Outstanding<br>Options,	Warrants<br>and	Rights | Number	of	Securities<br>Remaining	Available	for<br>Future	Issuance	Under<br>Equity	Compensation<br>Plans	(excluding<br>securities	reflected	in<br>column	(a)) |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | (a) |  | (b) | (c) |  |
| Equity\tcompensation\tplans\tapproved\tby\tsecurity\tholders | 1,798,343 | (1) | $44.54 | 19,313,360 | (2) |
| Equity\tcompensation\tplans\tnot\tapproved\tby\tsecurity\nholders(3) | 12,500 |  | $36.83 | — |  |
| Total | 1,810,843 |  |  | 19,313,360 |  |

(1) Includes	1,756,558	restricted	stock	units	("RSUs")	granted	under	the	Celanese	Corporation	2009	Global	Incentive	Plan,	as	amended	and	restated	April	19,	2012 (the	"2009	Plan"),	including	shares	that	may	be	issued	pursuant	to	outstanding	performance-based	RSUs,	assuming	currently	estimated	maximum	potential performance	(except	that,	for	the

performance-based	RSUs	with	a	performance	period	ending	December	31,	2016,	assuming	estimated	actual	performance);	actual	shares	may	vary,	depending	on actual	performance.	If	the	performance-based	RSUs	included	in	this	total	vest	at	the	target	performance	level	(as	opposed	to	the	maximum	potential	performance), the	aggregate	awards	outstanding	would	be	1,470,518.	Also	includes	42,115	share	equivalents	attributable	to	compensation	deferred	by	non-management	directors participating	in	the	Company's	2008	Deferred	Compensation	Plan	(and	dividends	applied	to	previous	deferrals)	and	distributable	in	the	form	of	shares	of	the Company's	Series	A	common	stock,	par	value	$0.0001	per	share	("Common	Stock")	under	the	2009	Plan.	Upon	vesting,	a	share	of	the	Company's	Common	Stock is	issued	for	each	restricted	stock	unit.	Column	(b)	does	not	take	these	awards	into	account	because	they	do	not	have	an	exercise	price.

(2) Includes	shares	available	for	future	issuance	under	the	Celanese	Corporation	2009	Employee	Stock	Purchase	Plan	approved	by	stockholders	on	April	23,	2009	(the "ESPP").	As	of	December	31,	2016,	an	aggregate	of	13,884,000	shares	of	our	Common	Stock	were	available	for	future	issuance	under	the	ESPP.	As	of December	31,	2016,	116,000	shares	have	been	offered	for	purchase	under	the	ESPP.

(3) The	stock	options	to	be	issued	under	plans	not	approved	by	stockholders	relate	to	the	Celanese	Corporation	2004	Stock	Incentive	Plan	(the	"2004	Plan"),	which	is our	former	broad-based	stock	incentive	plan	for	executive	officers,	key	employees	and	directors.	No	further	awards	were	made	pursuant	to	the	2004	Plan	upon stockholder	approval	of	the	2009	Plan	in	April	2009.

# Item	13.		Certain	Relationships	and	Related	Transactions,	and	Director	Independence

The	information	required	by	this	Item	13	is	incorporated	herein	by	reference	from	the	section	captioned	"Governance	–	Director	Independence	and	Related	Person Transactions"	of	the	2017	Proxy	Statement.

# Item	14.		Principal	Accounting	Fees	and	Services

The	information	required	by	this	Item	14	is	incorporated	herein	by	reference	from	the	section	captioned	"Audit	Matters	–	Item	4:	Ratification	of	Independent	Registered Public	Accounting	Firm"	of	the	2017	Proxy	Statement.

# PART	IV

# Item	15.		Exhibits	and	Financial	Statement	Schedules

1.		Financial	Statements.	The	report	of	our	independent	registered	public	accounting	firm	and	our	consolidated	financial	statements	are	listed	below	and	begin	on page	67	of	this	Annual	Report	on	Form	10-K.

| Report	of	Independent	Registered	Public	Accounting	Firm | 67 |
| :--- | :--- |
| Consolidated\tStatements\tof\tOperations | 68 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\t(Loss) | 69 |
| Consolidated\tBalance\tSheets | 70 |
| Consolidated\tStatements\tof\tEquity | 71 |
| Consolidated\tStatements\tof\tCash\tFlows | 72 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 73 |

# 2.		Financial	Statement	Schedules.

The	financial	statement	schedules	required	by	this	item,	if	any,	are	included	as	Exhibits	to	this	Annual	Report	on	Form	10-K.

See	Index	to	Exhibits	following	our	consolidated	financial	statements	contained	in	this	Annual	Report	on	Form	10-K.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned,	thereunto	duly	authorized.

# POWER	OF	ATTORNEY

KNOW	ALL	PERSONS	BY	THESE	PRESENTS,	that	each	person	whose	signature	appears	below	constitutes	and	appoints	Christopher	W.	Jensen	and	Kevin	S.	Oliver, and	each	of	them,	his	or	her	true	and	lawful	attorney-in-fact	and	agent,	each	with	full	power	of	substitution	and	resubstitution	to	sign	in	his	or	her	name,	place	and	stead, in	any	and	all	capacities,	to	do	any	and	all	things	and	execute	any	and	all	instruments	that	any	such	attorney-in-fact	may	deem	necessary	or	advisable	under	the	Securities Exchange	Act	of	1934	and	any	rules,	regulations	and	requirements	of	the	US	Securities	and	Exchange	Commission	in	connection	with	the	Annual	Report	on	Form	10-K for	the	fiscal	year	ended	December	31,	2016	and	any	and	all	amendments	hereto,	as	fully	for	all	intents	and	purposes	as	he	or	she	might	or	could	do	in	person,	and hereby	ratifies	and	confirms	all	that	such	said	attorney-in-fact,	acting	alone,	or	his	substitute	or	substitutes,	may	lawfully	do	or	cause	to	be	done	by	virtue	hereof.

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in	the capacities	and	on	the	dates	indicated.

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

| Report	of	Independent	Registered	Public	Accounting	Firm | 67 |
| :--- | :--- |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tyears\tended\tDecember\t31,\t2016,\t2015\tand\t2014 | 68 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\t(Loss)\tfor\tthe\tyears\tended\tDecember\t31,\t2016,\t2015\tand\t2014 | 69 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2016\tand\t2015 | 70 |
| Consolidated\tStatements\tof\tEquity\tfor\tthe\tyears\tended\tDecember\t31,\t2016,\t2015\tand\t2014 | 71 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2016,\t2015\tand\t2014 | 72 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 73 |
| 1.\tDescription\tof\tthe\tCompany\tand\tBasis\tof\tPresentation | 73 |
| 2.\tSummary\tof\tAccounting\tPolicies | 73 |
| 3.\tRecent\tAccounting\tPronouncements | 83 |
| 4.\tAcquisitions,\tDispositions\tand\tPlant\tClosures | 84 |
| 5.\tVentures\tand\tVariable\tInterest\tEntities | 85 |
| 6.\tMarketable\tSecurities,\tat\tFair\tValue | 87 |
| 7.\tReceivables,\tNet | 87 |
| 8.\tInventories | 87 |
| 9.\tInvestments\tin\tAffiliates | 87 |
| 10.\tProperty,\tPlant\tand\tEquipment,\tNet | 89 |
| 11.\tGoodwill\tand\tIntangible\tAssets,\tNet | 90 |
| 12.\tCurrent\tOther\tLiabilities | 92 |
| 13.\tNoncurrent\tOther\tLiabilities | 93 |
| 14.\tDebt | 94 |
| 15.\tBenefit\tObligations | 97 |
| 16.\tEnvironmental | 107 |
| 17.\tStockholders'\tEquity | 109 |
| 18.\tOther\t(Charges)\tGains,\tNet | 111 |
| 19.\tIncome\tTaxes | 114 |
| 20.\tManagement\tCompensation\tPlans | 117 |
| 21.\tLeases | 119 |
| 22.\tDerivative\tFinancial\tInstruments | 119 |
| 23.\tFair\tValue\tMeasurements | 122 |
| 24.\tCommitments\tand\tContingencies | 124 |
| 25.\tSupplemental\tCash\tFlow\tInformation | 125 |
| 26.\tSegment\tInformation | 126 |
| 27.\tEarnings\t(Loss)\tPer\tShare | 128 |
| 28.\tConsolidating\tGuarantor\tFinancial\tInformation | 129 |
| 29.\tSubsequent\tEvents | 141 |

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Celanese	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2016	and	2015,	and	the related	consolidated	statements	of	operations,	comprehensive	income	(loss),	equity,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31, 2016.	These	consolidated	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	consolidated financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	consolidated	financial	statements	are	free	of	material	misstatement.	An	audit	includes	examining,	on a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	consolidated	financial	statements.	An	audit	also	includes	assessing	the	accounting	principles	used	and significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for our	opinion.

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31, 2016	and	2015,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2016,	in	conformity	with U.S.	generally	accepted	accounting	principles.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's	internal	control	over financial	reporting	as	of	December	31,	2016,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	(COSO),	and	our	report	dated	February	10,	2017	expressed	an	unqualified	opinion	on	the	effectiveness	of	the	Company's internal	control	over	financial	reporting.

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
|  | (In\t$\tmillions,\texcept\tshare\tand\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tand\tper\tshare\tdata) |  |
| Net\tsales | 5,389 | 5,674 | 6,802 |
| Cost\tof\tsales | (3,984) | (4,356) | (5,186) |
| Gross\tprofit | 1,405 | 1,318 | 1,616 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (416) | (506) | (758) |
| Amortization\tof\tintangible\tassets | (9) | (11) | (20) |
| Research\tand\tdevelopment\texpenses | (78) | (119) | (86) |
| Other\t(charges)\tgains,\tnet | (11) | (351) | 15 |
| Foreign\texchange\tgain\t(loss),\tnet | (1) | 4 | (2) |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | 3 | (9) | (7) |
| Operating\tprofit\t(loss) | 893 | 326 | 758 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 155 | 181 | 246 |
| Interest\texpense | (120) | (119) | (147) |
| Refinancing\texpense | (6) | — | (29) |
| Interest\tincome | 2 | 1 | 1 |
| Dividend\tincome\t-\tcost\tinvestments | 108 | 107 | 116 |
| Other\tincome\t(expense),\tnet | (2) | (8) | (4) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,030 | 488 | 941 |
| Income\ttax\t(provision)\tbenefit | (122) | (201) | (314) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 908 | 287 | 627 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\toperations | (3) | (3) | (11) |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\toperations | 1 | 1 | 4 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | (2) | (2) | (7) |
| Net\tearnings\t(loss) | 906 | 285 | 620 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterests | (6) | 19 | 4 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 900 | 304 | 624 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 902 | 306 | 631 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | (2) | (2) | (7) |
| Net\tearnings\t(loss) | 900 | 304 | 624 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tbasic |  |  |  |
| Continuing\toperations | 6.22 | 2.03 | 4.07 |
| Discontinued\toperations | (0.01) | (0.01) | (0.04) |
| Net\tearnings\t(loss)\t-\tbasic | 6.21 | 2.02 | 4.03 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tdiluted |  |  |  |
| Continuing\toperations | 6.19 | 2.01 | 4.04 |
| Discontinued\toperations | (0.01) | (0.01) | (0.04) |
| Net\tearnings\t(loss)\t-\tdiluted | 6.18 | 2.00 | 4.00 |
| Weighted\taverage\tshares\t-\tbasic | 144,939,433 | 150,838,050 | 155,012,370 |
| Weighted\taverage\tshares\t-\tdiluted | 145,668,181 | 152,287,955 | 156,166,993 |

See	the	accompanying	notes	to	the	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME	(LOSS)

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 906 | 285 | 620 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | — | — | 1 |
| Foreign\tcurrency\ttranslation | (11) | (188) | (148) |
| Gain\t(loss)\ton\tcash\tflow\thedges | 5 | 2 | 40 |
| Pension\tand\tpostretirement\tbenefits | (4) | 3 | (54) |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | (10) | (183) | (161) |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 896 | 102 | 459 |
| Comprehensive\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (6) | 19 | 4 |
| Comprehensive\tincome\t(loss)\tattributable\tto\tCelanese\tCorporation | 890 | 121 | 463 |

# CONSOLIDATED	BALANCE	SHEETS

# As	of	December	31,

| Cash	and	cash	equivalents	(variable	interest	entity	restricted	-	2016:	$18;	2015:	$7) | 638 | 967 |
| :--- | :--- | :--- |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates\t(net\tof\tallowance\tfor\tdoubtful\taccounts\t-\t2016:\t$6;\t2015:\t$6;\tvariable\ninterest\tentity\trestricted\t-\t2016:\t$4;\t2015:\t$6) | 801 | 706 |
| Non-trade\treceivables,\tnet | 223 | 285 |
| Inventories | 720 | 682 |
| Deferred\tincome\ttaxes | — | 68 |
| Marketable\tsecurities,\tat\tfair\tvalue | 30 | 30 |
| Other\tassets | 60 | 49 |
| Total\tcurrent\tassets | 2,472 | 2,787 |
| Investments\tin\taffiliates | 852 | 838 |
| Property,\tplant\tand\tequipment\t(net\tof\taccumulated\tdepreciation\t-\t2016:\t$2,239;\t2015:\t$2,039;\tvariable\tinterest\tentity\nrestricted\t-\t2016:\t$734;\t2015:\t$772) | 3,577 | 3,609 |
| Deferred\tincome\ttaxes | 159 | 222 |
| Other\tassets\t(variable\tinterest\tentity\trestricted\t-\t2016:\t$9;\t2015:\t$13) | 307 | 300 |
| Goodwill | 796 | 705 |
| Intangible\tassets,\tnet\t(variable\tinterest\tentity\trestricted\t-\t2016:\t$26;\t2015:\t$27) | 194 | 125 |
| Total\tassets | 8,357 | 8,586 |
| LIABILITIES\tAND\tEQUITY |  |  |
| Current\tLiabilities |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\tlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | 118 | 513 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | 625 | 587 |
| Other\tliabilities | 322 | 330 |
| Deferred\tincome\ttaxes | — | 30 |
| Income\ttaxes\tpayable | 12 | 90 |
| Total\tcurrent\tliabilities | 1,077 | 1,550 |
| Long-term\tdebt,\tnet\tof\tunamortized\tdeferred\tfinancing\tcosts | 2,890 | 2,468 |
| Deferred\tincome\ttaxes | 130 | 136 |
| Uncertain\ttax\tpositions | 131 | 167 |
| Benefit\tobligations | 893 | 1,189 |
| Other\tliabilities | 215 | 247 |
| Commitments\tand\tContingencies |  |  |
| Stockholders'\tEquity |  |  |
|  | — | — |
| outstanding;\t2015:\t166,698,787\tissued\tand\t146,782,297\toutstanding) | — | — |
|  | — | — |
| Treasury\tstock,\tat\tcost\t(2016:\t26,950,910\tshares;\t2015:\t19,916,490\tshares) | (1,531) | (1,031) |
| Additional\tpaid-in\tcapital | 157 | 136 |
| Retained\tearnings | 4,320 | 3,621 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet | (358) | (348) |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,588 | 2,378 |
| Noncontrolling\tinterests | 433 | 451 |
| Total\tequity | 3,021 | 2,829 |
| Total\tliabilities\tand\tequity | 8,357 | 8,586 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | 2016 |  | 2015 |  | 2014 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Shares | Amount | Shares | Amount | Shares | Amount |
|  |  |  | (In\t$\tmillions,\texcept\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tdata) |  |  |
| Series\tA\tCommon\tStock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 146,782,297 | — | 152,902,710 | — | 156,939,828 | — |
| Stock\toption\texercises | 194,872 | — | 94,147 | — | 202,121 | — |
| Purchases\tof\ttreasury\tstock | (7,034,420) | — | (6,649,865) | — | (4,338,488) | — |
| Stock\tawards | 717,698 | — | 435,305 | — | 99,249 | — |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 140,660,447 | — | 146,782,297 | — | 152,902,710 | — |
| Treasury\tStock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 19,916,490 | (1,031) | 13,266,625 | (611) | 8,928,137 | (361) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | 7,034,420 | (500) | 6,649,865 | (420) | 4,338,488 | (250) |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 26,950,910 | (1,531) | 19,916,490 | (1,031) | 13,266,625 | (611) |
| Additional\tPaid-In\tCapital |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 136 |  | 103 |  | 53 |
| Stock-based\tcompensation,\tnet\tof\ttax |  | 8 |  | 28 |  | 43 |
| Stock\toption\texercises,\tnet\tof\ttax |  | 13 |  | 5 |  | 7 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 157 |  | 136 |  | 103 |
| Retained\tEarnings |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 3,621 |  | 3,491 |  | 3,011 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation |  | 900 |  | 304 |  | 624 |
| Series\tA\tcommon\tstock\tdividends |  | (201) |  | (174) |  | (144) |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 4,320 |  | 3,621 |  | 3,491 |
| Accumulated\tOther\tComprehensive\tIncome\t(Loss),\tNet |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | (348) |  | (165) |  | (4) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  | (10) |  | (183) |  | (161) |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | (358) |  | (348) |  | (165) |
| Total\tCelanese\tCorporation\tstockholders'\tequity |  | 2,588 |  | 2,378 |  | 2,818 |
| Noncontrolling\tInterests |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 451 |  | 260 |  | — |
| Net\tearnings\t(loss)\tattributable\tto\tnoncontrolling\tinterests |  | 6 |  | (19) |  | (4) |
| (Distributions\tto)\tcontributions\tfrom\tnoncontrolling\tinterests |  | (24) |  | 210 |  | 264 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 433 |  | 451 |  | 260 |
| Total\tequity |  | 3,021 |  | 2,829 |  | 3,078 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2016 | 2015 | 2014 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Operating\tActivities |  |  |  |
| Net\tearnings\t(loss) | 906 | 285 | 620 |
| Adjustments\tto\treconcile\tnet\tearnings\t(loss)\tto\tnet\tcash\tprovided\tby\t(used\tin)\toperating\nactivities |  |  |  |
| Asset\timpairments | 2 | 126 | — |
| Depreciation,\tamortization\tand\taccretion | 295 | 363 | 298 |
| Pension\tand\tpostretirement\tnet\tperiodic\tbenefit\tcost | (54) | (52) | (113) |
| Pension\tand\tpostretirement\tcontributions | (350) | (63) | (223) |
| Actuarial\t(gain)\tloss\ton\tpension\tand\tpostretirement\tplans | 103 | 127 | 350 |
| Pension\tcurtailments\tand\tsettlements,\tnet | — | (3) | (78) |
| Deferred\tincome\ttaxes,\tnet | 83 | 42 | 124 |
| (Gain)\tloss\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | 2 | 8 | 8 |
| Stock-based\tcompensation | 31 | 40 | 46 |
| Undistributed\tearnings\tin\tunconsolidated\taffiliates | (24) | (5) | (98) |
| Other,\tnet | 15 | 7 | 24 |
| Operating\tcash\tprovided\tby\t(used\tin)\tdiscontinued\toperations | 2 | (2) | (5) |
| Changes\tin\toperating\tassets\tand\tliabilities |  |  |  |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates,\tnet | (59) | 61 | 23 |
| Inventories | 8 | 62 | (15) |
| Other\tassets | 39 | (17) | 20 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | 7 | (111) | (13) |
| Other\tliabilities | (113) | (6) | (6) |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 893 | 862 | 962 |
| Investing\tActivities |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\tequipment | (246) | (232) | (254) |
| Acquisitions,\tnet\tof\tcash\tacquired | (178) | (6) | (10) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | 12 | 4 | — |
| Capital\texpenditures\trelated\tto\tFairway\tMethanol\tLLC | — | (288) | (424) |
| Other,\tnet | (27) | (36) | (17) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | (439) | (558) | (705) |
| Financing\tActivities |  |  |  |
| Net\tchange\tin\tshort-term\tborrowings\twith\tmaturities\tof\t3\tmonths\tor\tless | (352) | 350 | (9) |
| Proceeds\tfrom\tshort-term\tborrowings | 53 | 80 | 62 |
| Repayments\tof\tshort-term\tborrowings | (90) | (83) | (91) |
| Proceeds\tfrom\tlong-term\tdebt | 1,509 | — | 387 |
| Repayments\tof\tlong-term\tdebt | (1,127) | (24) | (626) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (500) | (420) | (250) |
| Stock\toption\texercises | 6 | 3 | 5 |
| Series\tA\tcommon\tstock\tdividends | (201) | (174) | (144) |
| (Distributions\tto)\tcontributions\tfrom\tnoncontrolling\tinterests | (24) | 214 | 264 |
| Other,\tnet | (33) | (12) | (13) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | (759) | (66) | (415) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | (24) | (51) | (46) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | (329) | 187 | (204) |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\tperiod | 967 | 780 | 984 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | 638 | 967 | 780 |

# NOTES	TO	THE	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.	Description	of	the	Company	and	Basis	of	Presentation

# Description	of	the	Company

Celanese	Corporation	and	its	subsidiaries	(collectively,	the	"Company")	is	a	global	technology	and	specialty	materials	company.	The	Company's	business	involves processing	chemical	raw	materials,	such	as	methanol,	carbon	monoxide	and	ethylene,	and	natural	products,	including	wood	pulp,	into	value-added	chemicals, thermoplastic	polymers	and	other	chemical-based	products.

# Definitions

In	this	Annual	Report	on	Form	10-K	("Annual	Report"),	the	term	"Celanese"	refers	to	Celanese	Corporation,	a	Delaware	corporation,	and	not	its	subsidiaries.	The	term "Celanese	US"	refers	to	the	Company's	subsidiary,	Celanese	US	Holdings	LLC,	a	Delaware	limited	liability	company,	and	not	its	subsidiaries.

The	consolidated	financial	statements	contained	in	this	Annual	Report	were	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of America	("US	GAAP")	for	all	periods	presented	and	include	the	accounts	of	the	Company,	its	majority	owned	subsidiaries	over	which	the	Company	exercises	control and,	when	applicable,	variable	interest	entities	in	which	the	Company	is	the	primary	beneficiary.	The	consolidated	financial	statements	and	other	financial	information included	in	this	Annual	Report,	unless	otherwise	specified,	have	been	presented	to	separately	show	the	effects	of	discontinued	operations.

In	the	ordinary	course	of	business,	the	Company	enters	into	contracts	and	agreements	relative	to	a	number	of	topics,	including	acquisitions,	dispositions,	joint	ventures, supply	agreements,	product	sales	and	other	arrangements.	The	Company	endeavors	to	describe	those	contracts	or	agreements	that	are	material	to	its	business,	results	of operations	or	financial	position.	The	Company	may	also	describe	some	arrangements	that	are	not	material	but	in	which	the	Company	believes	investors	may	have	an interest	or	which	may	have	been	included	in	a	Form	8-K	filing.	Investors	should	not	assume	the	Company	has	described	all	contracts	and	agreements	relative	to	the Company's	business	in	this	Annual	Report.

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 noncontrolling	interests.

The	Company	has	reclassified	certain	prior	period	amounts	to	conform	to	the	current	period's	presentation.

# 2.	Summary	of	Accounting	Policies

# Consolidation	Principles

The	consolidated	financial	statements	have	been	prepared	in	accordance	with	US	GAAP	for	all	periods	presented	and	include	the	accounts	of	the	Company	and	its majority	owned	subsidiaries	over	which	the	Company	exercises	control.	All	intercompany	accounts	and	transactions	have	been	eliminated	in	consolidation.

# Estimates	and	Assumptions

The	preparation	of	consolidated	financial	statements	in	conformity	with	US	GAAP	requires	management	to	make	estimates	and	assumptions	that	affect	the	reported amounts	of	assets	and	liabilities,	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	consolidated	financial	statements	and	the	reported	amounts	of	net	sales, expenses	and	allocated	charges	during	the	reporting	period.	Significant	estimates	pertain	to	impairments	of	goodwill,	intangible	assets	and	other	long-lived	assets, purchase	price	allocations,	restructuring	costs	and	other	(charges)	gains,	net,	income	taxes,	pension	and	other	postretirement	benefits,	asset	retirement	obligations, environmental	liabilities	and	loss	contingencies,	among	others.	Actual	results	could	differ	from	those	estimates.

# Fair	Value	Measurements

The	Company	determines	fair	value	based	on	the	price	that	would	be	received	from	selling	an	asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction	between market	participants	at	the	measurement	date.	When	determining	the	fair	value	measurements	for	assets	and	liabilities	required	to	be	recorded	at	fair	value,	the	Company considers	assumptions	that	market	participants	would	use	when	pricing	the	asset	or	liability.	Market	participant	assumptions	are	categorized	by	a	three-tiered	fair	value hierarchy	which	prioritizes	the	inputs	used	to	measure	fair	value.	The	hierarchy	gives	the	highest	priority	to	unadjusted	quoted	prices	in	active	markets	for	identical assets	or	liabilities	(Level	1	measurement)	and	the	lowest	priority	to	unobservable	inputs	(Level	3	measurement).	This	hierarchy	requires	entities	to	maximize	the	use	of observable	inputs	and	minimize	the	use	of	unobservable	inputs.	If	a	financial	instrument	uses	inputs	that	fall	in	different	levels	of	the	hierarchy,	the	instrument	will	be categorized	based	upon	the	lowest	level	of	input	that	is	significant	to	the	fair	value	calculation.	Valuations	for	fund	investments,	such	as	common/collective	trusts, registered	investment	companies	and	short-term	investment	funds,	which	do	not	have	readily	determinable	fair	values,	are	typically	estimated	using	a	net	asset	value provided	by	a	third	party	as	a	practical	expedient.

The	levels	of	inputs	used	to	measure	fair	value	are	as	follows:

Level	1	-	unadjusted	quoted	prices	for	identical	assets	or	liabilities	in	active	markets	accessible	by	the	Company

Level	2	-	inputs	that	are	observable	in	the	marketplace	other	than	those	inputs	classified	as	Level	1

Level	3	-	inputs	that	are	unobservable	in	the	marketplace	and	significant	to	the	valuation

# Purchase	Accounting

The	Company	recognizes	the	identifiable	tangible	and	intangible	assets	acquired	and	liabilities	assumed	based	on	their	estimated	fair	values	as	of	the	acquisition	date. The	excess	of	purchase	price	over	the	aggregate	fair	values	is	recorded	as	goodwill.	Intangible	assets	are	valued	using	the	relief	from	royalty,	multi-period	excess earnings	and	discounted	cash	flow	methodologies,	which	are	considered	Level	3	measurements.	The	relief	from	royalty	method	estimates	the	Company's	theoretical royalty	savings	from	ownership	of	the	intangible	asset.	Key	assumptions	used	in	this	method	include	discount	rates,	royalty	rates,	growth	rates,	sales	projections	and terminal	value	rates.	Key	assumptions	used	in	the	multi-period	excess	earnings	method	include	discount	rates,	retention	rates,	growth	rates,	sales	projections,	expense projections	and	contributory	asset	charges.	Key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	cash	flow	projections and	terminal	value	rates.	All	of	these	methodologies	require	significant	management	judgment	and,	therefore,	are	susceptible	to	change.	The	Company	calculates	the	fair value	of	the	identifiable	tangible	and	intangible	assets	acquired	and	liabilities	assumed	to	allocate	the	purchase	price	at	the	acquisition	date.	The	Company	may	use	the assistance	of	third-party	valuation	consultants.

# Cash	and	Cash	Equivalents

All	highly	liquid	investments	with	original	maturities	of	three	months	or	less	are	considered	cash	equivalents.

# Allowance	for	Doubtful	Accounts

The	Company	maintains	allowances	for	doubtful	accounts	for	estimated	losses	resulting	from	the	inability	of	its	customers	to	make	required	payments.	The	Company believes,	based	on	historical	results,	the	likelihood	of	actual	write-offs	having	a	material	impact	on	financial	results	is	low.	The	allowance	for	doubtful	accounts	is estimated	using	factors	such	as	customer	credit	ratings,	past	collection	history	and	general	risk	profile.	Receivables	are	charged	against	the	allowance	for	doubtful accounts	when	it	is	probable	that	the	receivable	will	not	be	recovered.

# Inventories

Inventories,	including	stores	and	supplies,	are	stated	at	the	lower	of	cost	and	net	realizable	value.	Cost	for	inventories	is	determined	using	the	first-in,	first-out	("FIFO") method.	Cost	includes	raw	materials,	direct	labor	and	manufacturing	overhead.	Cost	for	stores	and	supplies	is	primarily	determined	by	the	average	cost	method.

# Investments

# •Marketable	Securities

The	cost	of	available-for-sale	securities	sold	is	determined	using	the	specific	identification	method.

# •Investments	in	Affiliates

Investments	where	the	Company	can	exercise	significant	influence	over	operating	and	financial	policies	of	an	investee,	which	is	generally	considered	when	an	investor owns	20%	or	more	of	the	voting	stock	of	an	investee,	are	accounted	for	under	the	equity	method	of	accounting.	Investments	where	the	Company	does	not	exercise significant	influence	are	accounted	for	under	the	cost	method	of	accounting.	The	Company	determined	it	cannot	exercise	significant	influence	over	certain	investments where	the	Company	owns	greater	than	a	20%	interest	due	to	local	government	investment	in	and	influence	over	these	entities,	limitations	on	the	Company's	involvement in	the	day-to-day	operations	and	the	present	inability	of	the	entities	to	provide	timely	financial	information	prepared	in	accordance	with	US	GAAP.	Accordingly,	these investments	are	accounted	for	under	the	cost	method	of	accounting.

In	certain	instances,	the	financial	information	of	the	Company's	equity	investees	is	not	available	on	a	timely	basis.	Accordingly,	the	Company	records	its	proportional share	of	the	investee's	earnings	or	losses	on	a	consistent	lag	of	no	more	than	one	quarter.

When	required	to	assess	the	recoverability	of	its	investments	in	affiliates,	the	Company	estimates	fair	value	using	a	discounted	cash	flow	model.	The	Company	may engage	third-party	valuation	consultants	to	assist	with	this	process.

# Property,	Plant	and	Equipment,	Net

Land	is	recorded	at	historical	cost.	Buildings,	machinery	and	equipment,	including	capitalized	interest,	and	property	under	capital	lease	agreements,	are	recorded	at	cost less	accumulated	depreciation.	The	Company	records	depreciation	and	amortization	in	its	consolidated	statements	of	operations	as	either	Cost	of	sales,	Selling,	general and	administrative	expenses	or	Research	and	development	expenses	consistent	with	the	utilization	of	the	underlying	assets.	Depreciation	is	calculated	on	a	straight-line basis	over	the	following	estimated	useful	lives	of	depreciable	assets:

Leasehold	improvements	are	amortized	over	10	years	or	the	remaining	life	of	the	respective	lease,	whichever	is	shorter.

Accelerated	depreciation	is	recorded	when	the	estimated	useful	life	is	shortened.	Ordinary	repair	and	maintenance	costs,	including	costs	for	planned	maintenance turnarounds,	that	do	not	extend	the	useful	life	of	the	asset	are	charged	to	earnings	as	incurred.	Fully	depreciated	assets	are	retained	in	property	and	depreciation	accounts until	sold	or	otherwise	disposed.	In	the	case	of	disposals,	assets	and	related	depreciation	are	removed	from	the	accounts,	and	the	net	amounts,	less	proceeds	from disposal,	are	included	in	earnings.

The	Company	assesses	the	recoverability	of	the	carrying	amount	of	its	property,	plant	and	equipment	whenever	events	or	changes	in	circumstances	indicate	that	the carrying	amount	of	an	asset	or	asset	group	may	not	be	recoverable.	An	impairment	loss	would	be	assessed	when	estimated	undiscounted	future	cash	flows	from	the operation	and	disposition	of	the	asset	group	are	less	than	the	carrying	amount	of	the	asset	group.	Asset	groups	have	identifiable	cash	flows	and	are	largely	independent	of other	asset	groups.	Measurement	of	an	impairment	loss	is	based	on	the	excess	of	the	carrying	amount	of	the	asset	group	over	its	fair	value.	The	Company	calculates	the fair	value	using	a	discounted	cash	flow	model	incorporating	discount	rates	commensurate	with	the	risks	involved	for	the	asset	group,	which	is	classified	as	a	Level	3	fair value	measurement.	The	key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	cash	flow	projections	and	terminal value	rates.	Discount	rates,	growth	rates	and	cash	flow	projections	involve	significant	judgment	and	are	based	on	management's	estimate	of	current	and	forecasted market	conditions	and	cost	structure.	Impairment	losses	are	generally	recorded	to	Other	(charges)	gains,	net	in	the	consolidated	statements	of	operations.

# Goodwill	and	Intangible	Assets,	Net

The	Company	assesses	the	recoverability	of	the	carrying	amount	of	its	reporting	unit	goodwill	and	indefinite-lived	intangible	assets	either	qualitatively	or	quantitatively annually	during	the	third	quarter	of	its	fiscal	year	using	June	30	balances	or	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amount	of	the	asset may	not	be	fully	recoverable.	The	Company	assesses	the	recoverability	of	finite-lived	intangible	assets	in	the	same	manner	as	for	property,	plant	and	equipment. Impairment	losses	are	generally	recorded	to	Other	(charges)	gains,	net	in	the	consolidated	statements	of	operations.

# •Goodwill

Recoverability	of	the	carrying	amount	of	goodwill	is	measured	at	the	reporting	unit	level.	In	performing	a	quantitative	analysis,	the	Company	measures	the recoverability	of	goodwill	for	each	reporting	unit	using	a	discounted	cash	flow	model	incorporating	discount	rates	commensurate	with	the	risks	involved,	which	is classified	as	a	Level	3	fair	value	measurement.	The	key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	tax	rates, cash	flow	projections	and	terminal	value	rates.	Discount	rates,	growth	rates	and	cash	flow	projections	are	the	most	sensitive	and	susceptible	to	change	as	they	require significant	management	judgment.	Discount	rates	used	are	similar	to	the	rates	estimated	by	the	weighted	average	cost	of	capital	("WACC")	considering	any	differences in	company-specific	risk	factors.	The	Company	may	engage	third-party	valuation	consultants	to	assist	with	this	process.

# •Indefinite-lived	Intangible	Assets

Management	tests	indefinite-lived	intangible	assets	for	impairment	quantitatively	utilizing	the	relief	from	royalty	method	under	the	income	approach	to	determine	the estimated	fair	value	for	each	indefinite-lived	intangible	asset,	which	is	classified	as	a	Level	3	fair	value	measurement.	The	relief	from	royalty	method	estimates	the Company's	theoretical	royalty	savings	from	ownership	of	the	intangible	asset.	The	key	assumptions	used	in	this	model	include	discount	rates,	royalty	rates,	growth	rates, tax	rates,	sales	projections	and	terminal	value	rates.	Discount	rates,	royalty	rates,	growth	rates	and	sales	projections	are	the	assumptions	most	sensitive	and	susceptible	to change	as	they	require	significant	management	judgment.	Discount	rates	used	are	similar	to	the	rates	estimated	by	the	WACC	considering	any	differences	in	company- specific	risk	factors.	Royalty	rates	are	established	by	management	and	are	periodically	substantiated	by	third-party	valuation	consultants.

# •Definite-lived	Intangible	Assets

Customer-related	intangible	assets	and	other	intangible	assets	with	finite	lives	are	amortized	on	a	straight-line	basis	over	their	estimated	useful	lives,	which	range	from three	to	30	years.

# Derivative	and	Hedging	Instruments

The	Company	manages	its	exposures	to	interest	rates,	foreign	exchange	rates	and	commodity	prices	through	a	risk	management	program	that	includes	the	use	of derivative	financial	instruments.	The	Company	does	not	use	derivative	financial	instruments	for	speculative	trading	purposes.	The	fair	value	of	derivative	instruments other	than	foreign	currency	forwards	and	swaps	is	recorded	as	an	asset	or	liability	on	a	net	basis	at	the	balance	sheet	date.

# •Interest	Rate	Risk	Management

To	reduce	the	interest	rate	risk	inherent	in	its	variable	rate	debt,	the	Company	utilizes	interest	rate	swap	agreements	to	convert	a	portion	of	its	variable	rate	borrowings into	a	fixed	rate	obligation.	These	interest	rate	swap	agreements	fix	the	London	Interbank	Offered	Rate	("LIBOR")	portion	of	the	Company's	US	dollar	denominated variable	rate	borrowings.	Prior	to	December	2014,	all	or	a	portion	of	these	interest	rate	swap	agreements	were	designated	as	cash	flow	hedges.	Accordingly,	to	the	extent the	cash	flow	hedge	was	effective,	changes	in	the	fair	value	of	interest	rate	swaps	were	included	in	gain	(loss)	from	cash	flow	hedges	within	Accumulated	other comprehensive	income	(loss),	net	in	the	consolidated	balance	sheets.	Hedge	accounting	is	discontinued	when	the	interest	rate	swap	is	no	longer	effective	in	offsetting cash	flows	attributable	to	the	hedged	risk,	the	interest	rate	swap	expires	or	the	cash	flow	hedge	is	dedesignated	because	it	is	no	longer	probable	that	the	forecasted transaction	will	occur	according	to	the	original	strategy.	In	December	2014,	the	Company	dedesignated	as	cash	flow	hedges	a	notional	value	of	$500	million	US	dollar interest	rate	swap	agreements	expiring	January	2,	2016.	When	a	cash	flow	hedge	is	dedesignated	and	it	is	probable	that	the	forecasted	transaction	will	not	occur,	any related	amounts	previously	included	in	Accumulated	other	comprehensive	income	(loss),	net	would	be	reclassified	to	earnings	immediately.	Mark-to-market	adjustments on	dedesignated	interest	rate	swap	agreements	are	included	in	Interest	expense	in	the	consolidated	statements	of	operations	through	their	expiration.

# •Foreign	Exchange	Risk	Management

Certain	subsidiaries	of	the	Company	have	assets	and	liabilities	denominated	in	currencies	other	than	their	respective	functional	currencies,	which	creates	foreign exchange	risk.	The	Company	also	is	exposed	to	foreign	currency	fluctuations	on	transactions	with	third-party	entities	as	well	as	intercompany	transactions.	The Company	minimizes	its	exposure	to	foreign	currency	fluctuations	by	entering	into	foreign	currency	forwards	and	swaps.	These	foreign	currency	forwards	and	swaps	are not	designated	as	hedges.	Gains	and	losses	on	foreign	currency	forwards	and	swaps	entered	into	to	offset	foreign	exchange	impacts	on	intercompany	balances	are included	in	Other	income	(expense),	net	in	the	consolidated	statements	of	operations.	Gains	and

losses	on	foreign	currency	forwards	and	swaps	entered	into	to	offset	foreign	exchange	impacts	on	all	other	assets	and	liabilities	are	included	in	Foreign	exchange	gain (loss),	net	in	the	consolidated	statements	of	operations.

The	Company	uses	non-derivative	financial	instruments	that	may	give	rise	to	foreign	currency	transaction	gains	or	losses	to	hedge	the	foreign	currency	exposure	of	net investments	in	foreign	operations.	Accordingly,	the	effective	portion	of	gains	and	losses	from	remeasurement	of	the	non-derivative	financial	instrument	is	included	in foreign	currency	translation	within	Accumulated	other	comprehensive	income	(loss),	net	in	the	consolidated	balance	sheets.	Gains	and	losses	are	reclassified	to	earnings in	the	period	the	hedged	investment	is	sold	or	liquidated.

Prior	to	March	2015,	the	Company	used	cross-currency	swap	contracts	to	hedge	its	exposure	to	foreign	currency	exchange	rate	risk	associated	with	certain	intercompany loans.	Under	the	terms	of	the	contracts,	the	Company	would	have	exchanged	Euro	fixed	interest	for	US	dollar	fixed	interest	and	at	maturity	would	have	exchanged	Euro notional	values	for	US	dollar	notional	values.	The	terms	of	the	contracts	corresponded	to	the	related	hedged	intercompany	loans.	The	cross-currency	swap	contracts	were designated	as	cash	flow	hedges.	Accordingly,	the	effective	portion	of	the	unrealized	gains	and	losses	on	the	contracts	was	included	in	gain	(loss)	from	cash	flow	hedges within	Accumulated	other	comprehensive	income	(loss),	net	in	the	consolidated	balance	sheets.	Gains	and	losses	were	reclassified	to	Interest	expense	in	the	consolidated statements	of	operations	over	the	period	that	the	hedged	loans	affected	earnings.	The	Euro	notional	values	were	marked-to-market	based	on	the	current	spot	rate	and gains	and	losses	from	remeasurement	of	the	Euro	notional	values,	as	well	as	the	foreign	exchange	impact	on	the	intercompany	loans,	were	included	in	Other	income (expense),	net	in	the	consolidated	statements	of	operations.	In	March	2015,	the	Company	settled	its	cross-currency	swap	agreements.

# •Commodity	Risk	Management

The	Company	has	exposure	to	the	prices	of	commodities	in	its	procurement	of	certain	raw	materials.	The	Company	manages	its	exposure	to	commodity	risk	primarily through	the	use	of	long-term	supply	agreements,	multi-year	purchasing	and	sales	agreements	and	forward	purchase	contracts.	The	Company	regularly	assesses	its practice	of	using	forward	purchase	contracts	and	other	raw	material	hedging	instruments	in	accordance	with	changes	in	economic	conditions.	Forward	purchases	and swap	contracts	for	raw	materials	are	principally	settled	through	physical	delivery	of	the	commodity.	For	qualifying	contracts,	the	Company	has	elected	to	apply	the normal	purchases	and	normal	sales	exception	based	on	the	probability	at	the	inception	and	throughout	the	term	of	the	contract	that	the	Company	would	not	net	settle	and the	transaction	would	result	in	the	physical	delivery	of	the	commodity.	Accordingly,	realized	gains	and	losses	on	these	contracts	are	included	in	the	cost	of	the commodity	upon	the	settlement	of	the	contract.

The	Company	also	uses	commodity	swaps	to	hedge	the	risk	of	fluctuating	price	changes	in	certain	raw	materials	and	in	which	physical	settlement	does	not	occur.	These commodity	swaps	fix	the	variable	fee	component	of	the	price	of	certain	commodities.	All	or	a	portion	of	these	commodity	swap	agreements	may	be	designated	as	cash flow	hedges.	Accordingly,	to	the	extent	the	cash	flow	hedge	was	effective,	changes	in	the	fair	value	of	commodity	swaps	are	included	in	gain	(loss)	from	cash	flow hedges	within	Accumulated	other	comprehensive	income	(loss),	net	in	the	consolidated	balance	sheets.	Gains	and	losses	are	reclassified	to	earnings	in	the	period	that	the hedged	item	affected	earnings.

# Insurance	Loss	Reserves

The	Company	has	two	wholly-owned	insurance	companies	(the	"Captives")	that	are	used	as	a	form	of	self-insurance	for	liability	and	workers	compensation	risks. Capitalization	of	the	Captives	is	determined	by	regulatory	guidelines.	Premiums	written	are	recognized	as	revenue	based	on	policy	periods.	One	of	the	Captives	also insures	certain	third-party	risks.	The	Captives	use	reinsurance	arrangements	to	reduce	their	risks,	however	these	arrangements	do	not	relieve	the	Captives	from	their obligations	to	policyholders.	The	financial	condition	of	the	Captives'	reinsurers	are	monitored	to	minimize	exposure	to	insolvencies.	However,	failure	of	the	reinsurers	to honor	their	obligations	could	result	in	losses	to	the	Captives.

Claim	reserves	are	established	when	sufficient	information	is	available	to	indicate	a	specific	policy	is	involved	and	the	Company	can	reasonably	estimate	its	liability. These	reserves	are	based	on	management	estimates	and	periodic	actuarial	valuations.	In	addition,	reserves	have	been	established	to	cover	exposures	for	both	known	and unreported	claims.	Estimates	of	these	liabilities	are	reviewed	and	updated	regularly,	however	it	is	possible	that	actual	results	could	differ	significantly	from	the	recorded liabilities.

# Asset	Retirement	Obligations

Periodically,	the	Company	will	conclude	a	site	no	longer	has	an	indeterminate	life	based	on	long-lived	asset	impairment	triggering	events	and	decisions	made	by	the Company.	Accordingly,	the	Company	will	record	asset	retirement	obligations	associated	with	such	sites.	To	measure	the	fair	value	of	the	asset	retirement	obligations,	the Company	will	use	the	expected

present	value	technique,	which	is	classified	as	a	Level	3	fair	value	measurement.	The	expected	present	value	technique	uses	a	set	of	cash	flows	that	represent	the probability-weighted	average	of	all	possible	cash	flows	based	on	the	Company's	judgment.	The	Company	uses	the	following	inputs	to	determine	the	fair	value	of	the asset	retirement	obligations	based	on	the	Company's	experience	with	fulfilling	obligations	of	this	type	and	the	Company's	knowledge	of	market	conditions:	(a)	labor costs;	(b)	allocation	of	overhead	costs;	(c)	profit	on	labor	and	overhead	costs;	(d)	effect	of	inflation	on	estimated	costs	and	profits;	(e)	risk	premium	for	bearing	the uncertainty	inherent	in	cash	flows,	other	than	inflation;	(f)	time	value	of	money	represented	by	the	risk-free	interest	rate	commensurate	with	the	timing	of	the	associated cash	flows;	and	(g)	nonperformance	risk	relating	to	the	liability,	which	includes	the	Company's	own	credit	risk.	The	asset	retirement	obligations	are	accreted	to	their undiscounted	values	until	the	time	at	which	they	are	expected	to	be	settled.

The	Company	has	identified	but	not	recognized	asset	retirement	obligations	related	to	certain	of	its	existing	operating	facilities.	Examples	of	these	types	of	obligations include	demolition,	decommissioning,	disposal	and	restoration	activities.	Legal	obligations	exist	in	connection	with	the	retirement	of	these	assets	upon	closure	of	the facilities	or	abandonment	of	the	existing	operations.	However,	the	Company	currently	plans	on	continuing	operations	at	these	facilities	indefinitely	and	therefore,	a reasonable	estimate	of	fair	value	cannot	be	determined	at	this	time.	In	the	event	the	Company	considers	plans	to	abandon	or	cease	operations	at	these	sites,	an	asset retirement	obligation	will	be	reassessed	at	that	time.	If	certain	operating	facilities	were	to	close,	the	related	asset	retirement	obligations	could	significantly	affect	the Company's	results	of	operations	and	cash	flows.

# Environmental	Liabilities

The	Company	manufactures	and	sells	a	diverse	line	of	chemical	products	throughout	the	world.	Accordingly,	the	Company's	operations	are	subject	to	various	hazards incidental	to	the	production	of	industrial	chemicals	including	the	use,	handling,	processing,	storage	and	transportation	of	hazardous	materials.	The	Company	recognizes losses	and	accrues	liabilities	relating	to	environmental	matters	if	available	information	indicates	that	it	is	probable	that	a	liability	has	been	incurred	and	the	amount	of loss	can	be	reasonably	estimated.	Depending	on	the	nature	of	the	site,	the	Company	accrues	through	15	years,	unless	the	Company	has	government	orders	or	other agreements	that	extend	beyond	15	years.	The	Company	estimates	environmental	liabilities	on	a	case-by-case	basis	using	the	most	current	status	of	available	facts, existing	technology,	presently	enacted	laws	and	regulations	and	prior	experience	in	remediation	of	contaminated	sites.	Recoveries	of	environmental	costs	from	other parties	are	recorded	as	assets	when	their	receipt	is	deemed	probable.

An	environmental	reserve	related	to	cleanup	of	a	contaminated	site	might	include,	for	example,	a	provision	for	one	or	more	of	the	following	types	of	costs:	site investigation	and	testing	costs,	cleanup	costs,	costs	related	to	soil	and	water	contamination	resulting	from	tank	ruptures	and	post-remediation	monitoring	costs.	These undiscounted	reserves	do	not	take	into	account	any	claims	or	recoveries	from	insurance.	The	measurement	of	environmental	liabilities	is	based	on	the	Company's periodic	estimate	of	what	it	will	cost	to	perform	each	of	the	elements	of	the	remediation	effort.	The	Company	utilizes	third	parties	to	assist	in	the	management	and development	of	cost	estimates	for	its	sites.	Changes	to	environmental	regulations	or	other	factors	affecting	environmental	liabilities	are	reflected	in	the	consolidated financial	statements	in	the	period	in	which	they	occur.

# Deferred	Financing	Costs

Deferred	financing	costs	are	amortized	using	a	method	that	approximates	the	effective	interest	rate	method	over	the	term	of	the	related	debt	into	Interest	expense	in	the consolidated	statements	of	operations.	Upon	the	extinguishment	of	the	related	debt,	any	unamortized	deferred	financing	costs	are	immediately	expensed	and	included	in Refinancing	expense	in	the	consolidated	statements	of	operations.	Upon	the	modification	of	the	related	debt,	a	portion	of	unamortized	deferred	financing	costs	may	be immediately	expensed	and	included	in	Refinancing	expense	in	the	consolidated	statements	of	operations.	Direct	costs	of	refinancing	activities	are	immediately	expensed and	included	in	Refinancing	expense	in	the	consolidated	statements	of	operations.

# Pension	and	Other	Postretirement	Obligations

The	Company	recognizes	a	balance	sheet	asset	or	liability	for	each	of	its	pension	and	other	postretirement	benefit	plans	equal	to	the	plan's	funded	status	as	of	a December	31	measurement	date.	The	amounts	recognized	in	the	consolidated	financial	statements	related	to	pension	and	other	postretirement	benefits	are	determined	on an	actuarial	basis.	Various	assumptions	are	used	in	the	calculation	of	the	actuarial	valuation	of	the	employee	benefit	plans.	These	assumptions	include	the	discount	rate, compensation	levels,	expected	long-term	rates	of	return	on	plan	assets	and	trends	in	health	care	costs.	In	addition,	actuarial	consultants	use	factors	such	as	withdrawal and	mortality	rates	to	estimate	the	projected	benefit	obligation.

The	Company	applies	the	long-term	expected	rate	of	return	to	the	fair	value	of	plan	assets	and	immediately	recognizes	in	operating	results	the	change	in	fair	value	of plan	assets	and	net	actuarial	gains	and	losses	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.	Events	requiring	a	plan remeasurement	will	be	recognized	in	the	quarter	in	which	such	remeasurement	event	occurs.	The	remaining	components	of	pension	and	other	postretirement	plan	net periodic	benefit	costs	are	recorded	on	a	quarterly	basis.

The	Company	allocates	the	service	cost	and	amortization	of	prior	service	cost	(or	credit)	components	of	its	pension	and	postretirement	plans	to	its	business	segments. Interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and	losses	are	considered	financing	activities	managed	at	the	corporate	level	and	are	recorded	to	Other Activities.	The	Company	believes	the	expense	allocation	appropriately	matches	the	cost	incurred	for	active	employees	to	the	respective	business	segment.

Other	postretirement	benefit	plans	provide	medical	and	life	insurance	benefits	to	retirees	who	meet	minimum	age	and	service	requirements.	The	key	determinants	of	the accumulated	postretirement	benefit	obligation	("APBO")	are	the	discount	rate	and	the	health	care	cost	trend	rate.

# •Discount	Rate

As	of	the	measurement	date,	the	Company	determines	the	appropriate	discount	rate	used	to	calculate	the	present	value	of	future	cash	flows	currently	expected	to	be required	to	settle	the	pension	and	other	postretirement	benefit	obligations.	The	discount	rate	is	generally	based	on	the	yield	on	high-quality	corporate	fixed-income securities.

In	the	US,	the	rate	used	to	discount	pension	and	other	postretirement	benefit	plan	liabilities	is	based	on	a	yield	curve	developed	from	market	data	of	over	300	Aa-grade non-callable	bonds	at	the	measurement	date.	This	yield	curve	has	discount	rates	that	vary	based	on	the	duration	of	the	obligations.	The	estimated	future	cash	flows	for	the pension	and	other	benefit	obligations	were	matched	to	the	corresponding	rates	on	the	yield	curve	to	derive	a	weighted	average	discount	rate.

The	Company	determines	its	discount	rates	in	the	Euro	zone	using	the	iBoxx	Euro	Corporate	AA	Bond	indices	with	appropriate	adjustments	for	the	duration	of	the	plan obligations.	In	other	international	locations,	the	Company	determines	its	discount	rates	based	on	the	yields	of	high	quality	government	bonds	with	a	duration	appropriate to	the	duration	of	the	plan	obligations.

# •Change	in	estimate	regarding	pension	and	other	postretirement	benefits

Beginning	in	2016,	the	Company	elected	to	change	the	method	used	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit	cost	for	its	significant defined	benefit	pension	plans	and	other	postretirement	benefit	plans.	Previously,	the	Company	estimated	the	service	and	interest	cost	components	utilizing	a	single weighted	average	discount	rate	derived	from	the	yield	curve	used	to	measure	the	benefit	obligation	at	the	beginning	of	the	period.	The	Company	has	elected	to	use	a	full yield	curve	approach	in	the	estimation	of	these	components	of	net	periodic	benefit	cost	by	applying	the	specific	spot	rates	along	the	yield	curve	used	in	the	determination of	the	benefit	obligation	to	the	relevant	projected	cash	flows.	This	change	improves	the	correlation	between	projected	benefit	cash	flows	and	the	corresponding	yield curve	spot	rates	and	provides	a	more	precise	measurement	of	service	and	interest	costs.	This	change	does	not	affect	the	measurement	of	the	Company's	total	benefit obligations	as	the	change	in	service	and	interest	cost	will	be	completely	offset	in	the	annual	actuarial	(gain)	loss	reported.	The	Company	has	accounted	for	this	change	as a	change	in	estimate	and,	accordingly,	has	accounted	for	it	prospectively	beginning	in	2016.

# •Expected	Long-Term	Rate	of	Return	on

The	Company	determines	the	long-term	expected	rate	of	return	on	plan	assets	by	considering	the	current	target	asset	allocation,	as	well	as	the	historical	and	expected rates	of	return	on	various	asset	categories	in	which	the	plans	are	invested.	A	single	long-term	expected	rate	of	return	on	plan	assets	is	then	calculated	for	each	plan	as	the weighted	average	of	the	target	asset	allocation	and	the	long-term	expected	rate	of	return	assumptions	for	each	asset	category	within	each	plan.

The	expected	rate	of	return	is	assessed	annually	and	is	based	on	long-term	relationships	among	major	asset	classes	and	the	level	of	incremental	returns	that	can	be earned	by	the	successful	implementation	of	different	active	investment	management	strategies.	Equity	returns	are	based	on	estimates	of	long-term	inflation	rate,	real	rate of	return,	10-year	Treasury	bond	premium	over	cash	and	historical	equity	risk	premium.	Fixed	income	returns	are	based	on	maturity,	historical	long-term	inflation,	real rate	of	return	and	credit	spreads.

# •Investment	Policies	and	Strategies

The	investment	objectives	for	the	Company's	pension	plans	are	to	earn,	over	a	moving	twenty-year	period,	a	long-term	expected	rate	of	return,	net	of	investment	fees	and transaction	costs,	sufficient	to	satisfy	the	benefit	obligations	of	the	plan,	while	at	the	same	time	maintaining	adequate	liquidity	to	pay	benefit	obligations	and	proper expenses,	and	meet	any	other	cash	needs,	in	the	short-	to	medium-term.

The	equity	and	debt	securities	objectives	are	to	provide	diversified	exposure	across	the	US	and	global	equity	markets	and	to	manage	the	risks	and	returns	of	the	plans through	the	use	of	multiple	managers	and	strategies.	The	fixed	income	strategy	is	designed	to	reduce	liability-related	interest	rate	risk	by	investing	in	bonds	that	match the	duration	and	credit	quality	of	the	plan	liabilities.	Derivatives-based	strategies	may	be	used	to	mitigate	investment	risks.

The	financial	objectives	of	the	qualified	pension	plans	are	established	in	conjunction	with	a	comprehensive	review	of	each	plan's	liability	structure.	The	Company's	asset allocation	policy	is	based	on	detailed	asset/liability	analysis.	In	developing	investment	policy	and	financial	goals,	consideration	is	given	to	each	plan's	demographics,	the returns	and	risks	associated	with	current	and	alternative	investment	strategies	and	the	current	and	projected	cash,	expense	and	funding	ratios	of	each	plan.	Investment policies	must	also	comply	with	local	statutory	requirements	as	determined	by	each	country.	A	formal	asset/liability	study	of	each	plan	is	undertaken	every	three	to five	years	or	whenever	there	has	been	a	material	change	in	plan	demographics,	benefit	structure	or	funding	status	and	investment	market.	The	Company	has	adopted	a long-term	investment	horizon	such	that	the	risk	and	duration	of	investment	losses	are	weighed	against	the	long-term	potential	for	appreciation	of	assets.	Although	there cannot	be	complete	assurance	that	these	objectives	will	be	realized,	it	is	believed	that	the	likelihood	for	their	realization	is	reasonably	high,	based	upon	the	asset allocation	chosen	and	the	historical	and	expected	performance	of	the	asset	classes	utilized	by	the	plans.	The	intent	is	for	investments	to	be	broadly	diversified	across	asset classes,	investment	styles,	market	sectors,	investment	managers,	developed	and	emerging	markets	and	securities	in	order	to	moderate	portfolio	volatility	and	risk. Investments	may	be	in	separate	accounts,	commingled	trusts,	mutual	funds	and	other	pooled	asset	portfolios	provided	they	all	conform	to	fiduciary	standards.

External	investment	managers	are	hired	to	manage	pension	assets.	Investment	consultants	assist	with	the	screening	process	for	each	new	manager	hired.	Over	the	long- term,	the	investment	portfolio	is	expected	to	earn	returns	that	exceed	a	composite	of	market	indices	that	are	weighted	to	match	each	plan's	target	asset	allocation.	The portfolio	return	should	also	(over	the	long-term)	meet	or	exceed	the	return	used	for	actuarial	calculations	in	order	to	meet	the	future	needs	of	each	plan.

# Commitments	and	Contingencies

Due	to	the	inherent	subjectivity	of	assessments	and	unpredictability	of	outcomes	of	legal	proceedings,	the	Company's	litigation	accruals	and	estimates	of	possible	loss	or range	of	possible	loss	("Possible	Loss")	may	not	represent	the	ultimate	loss	to	the	Company	from	legal	proceedings.	For	reasonably	possible	loss	contingencies	that	may be	material,	the	Company	estimates	its	Possible	Loss	when	determinable,	considering	that	the	Company	could	incur	no	loss	in	certain	matters.

For	some	matters,	the	Company	is	unable,	at	this	time,	to	estimate	its	Possible	Loss	that	is	reasonably	possible	of	occurring.	Generally,	the	less	progress	that	has	been made	in	the	proceedings	or	the	broader	the	range	of	potential	results,	the	more	difficult	it	is	for	the	Company	to	estimate	the	Possible	Loss	that	is	reasonably	possible	the Company	could	incur.	The	Company	may	disclose	certain	information	related	to	a	plaintiff's	claim	against	the	Company	alleged	in	the	plaintiff's	pleadings	or	otherwise publicly	available.	While	information	of	this	type	may	provide	insight	into	the	potential	magnitude	of	a	matter,	it	does	not	necessarily	represent	the	Company's	estimate of	reasonably	possible	or	probable	loss.	Some	of	the	Company's	exposure	in	legal	matters	may	be	offset	by	applicable	insurance	coverage.	The	Company	does	not consider	the	possible	availability	of	insurance	coverage	in	determining	the	amounts	of	any	accruals	or	any	estimates	of	Possible	Loss.	Thus,	the	Company's	exposure	and ultimate	losses	may	be	higher	or	lower,	and	possibly	materially	so,	than	the	Company's	litigation	accruals	and	estimates	of	Possible	Loss.

# Revenue	Recognition

The	Company	recognizes	revenue	when	title	and	risk	of	loss	have	been	transferred	to	the	customer,	generally	at	the	time	of	shipment	of	products,	and	provided	that	four basic	criteria	are	met:	(a)	persuasive	evidence	of	an	arrangement	exists;	(b)	delivery	has	occurred	or	services	have	been	rendered;	(c)	the	fee	is	fixed	or	determinable; and	(d)	collectibility	is	reasonably	assured.	Shipping	and	handling	fees	billed	to	customers	in	a	sales	transaction	are	recorded	in	Net	sales	and	shipping	and	handling costs	incurred	are	recorded	in	Cost	of	sales.

The	costs	of	research	and	development	are	charged	as	an	expense	in	the	period	in	which	they	are	incurred.

# Management	Compensation	Plans

Share-based	compensation	expense	is	measured	at	the	grant	date,	based	on	the	fair	value	of	the	award,	and	is	recognized	over	the	participant's	requisite	service	period. Upon	termination	of	a	participant's	employment	with	the	Company	by	reason	of	death	or	disability,	retirement	or	by	the	Company	without	cause	(as	defined	in	the respective	award	agreements),	a	prorated	award	will	generally	vest	on	the	original	vesting	date.	The	prorated	award	is	calculated	based	on	the	time	lapsed	between	the grant	date	and	the	date	of	termination,	reduced	by	awards	previously	vested.	Upon	the	termination	of	a	Participant's	employment	with	the	Company	for	any	other	reason, any	unvested	portion	of	the	award	shall	be	forfeited	and	canceled	without	consideration.

# •Restricted	Stock	Units

Performance-based	RSUs.	The	Company	generally	grants	performance-based	RSUs	to	the	Company's	executive	officers	and	certain	employees	annually	in	February. The	Company	may	also	grant	performance-based	RSUs	to	certain	new	employees	or	to	employees	who	assume	positions	of	increasing	responsibility	at	the	time	those events	occur.	The	fair	value	of	the	Company's	performance-based	RSUs	with	a	performance	condition	is	equal	to	the	average	of	the	high	and	low	price	of	the	Company's Series	A	common	stock,	par	value	$0.0001	per	share	("Common	Stock"),	on	the	grant	date	less	the	present	value	of	the	expected	dividends	not	received	during	the vesting	period.	Outstanding	performance-based	RSUs	granted	prior	to	2016	generally	vest	in	two	equal	tranches	with	the	final	tranche	vesting	three	years	from	the	grant date.	Outstanding	performance-based	RSUs	granted	in	2016	and	thereafter	generally	cliff-vest	three	years	from	the	date	of	grant.	Compensation	expense	for performance-based	RSUs	less	estimated	forfeitures	is	recognized	over	the	vesting	period	of	the	respective	grant	based	on	the	accelerated	attribution	method.

The	number	of	performance-based	RSUs	that	ultimately	vest	is	dependent	on	one	or	both	of	the	following	according	to	the	terms	of	the	specific	award	agreement:	the achievement	of	(a)	internal	profitability	targets	(performance	condition)	and	(b)	market	performance	targets	measured	by	the	comparison	of	the	Company's	stock performance	versus	a	defined	peer	group	(market	condition).	Based	on	the	achievement	of	internal	profitability	targets,	the	ultimate	number	of	shares	of	the	Company's Common	Stock	issued	will	range	from	zero	to	stretch,	with	stretch	defined	individually	under	each	award,	net	of	shares	used	to	cover	minimum	statutory	personal income	taxes	withheld.	Performance-based	RSUs	are	canceled	to	the	extent	actual	results	do	not	meet	minimum	internal	profitability	measures,	as	defined	individually under	each	award.

Time-based	RSUs.	The	Company	grants	non-employee	Directors	time-based	RSUs	annually	that	generally	vest	one	year	from	the	grant	date.	The	Company	also	grants time-based	RSUs	to	the	Company's	executives	and	certain	employees	that	generally	vest	ratably	over	three	years.	The	fair	value	of	the	time-based	RSUs	is	equal	to	the average	of	the	high	and	low	price	of	the	Company's	Common	Stock	on	the	grant	date	less	the	present	value	of	the	expected	dividends	not	received	during	the	vesting period.	Compensation	expense	for	time-based	RSUs	less	estimated	forfeitures	is	recognized	over	the	vesting	period	of	the	respective	grant	on	a	straight-line	basis.

The	Company's	RSUs	are	net	settled	by	withholding	shares	of	the	Company's	Common	Stock	to	cover	minimum	statutory	income	taxes	and	remitting	the	remaining shares	of	the	Company's	Common	Stock	to	an	individual	brokerage	account.	Authorized	shares	of	the	Company's	Common	Stock	are	used	to	settle	RSUs.

Under	the	2009	Global	Incentive	Plan	("2009	GIP"),	the	Company	may	not	grant	RSUs	with	the	right	to	participate	in	dividends	or	dividend	equivalents.

The	provision	for	income	taxes	is	determined	using	the	asset	and	liability	approach	of	accounting	for	income	taxes.	Under	this	approach,	deferred	income	taxes	reflect the	net	tax	effects	of	temporary	differences	between	the	carrying	amounts	of	assets	and	liabilities	for	financial	reporting	purposes	and	the	amounts	used	for	income	tax purposes	and	net	operating	loss	and	tax	credit	carryforwards.	The	amount	of	deferred	taxes	on	these	temporary	differences	is	determined	using	the	tax	rates	that	are expected	to	apply	to	the	period	when	the	asset	is	realized	or	the	liability	is	settled,	as	applicable,	based	on	tax	rates	and	laws	in	the	respective	tax	jurisdiction	enacted	as of	the	balance	sheet	date.

The	Company	reviews	its	deferred	tax	assets	for	recoverability	and	establishes	a	valuation	allowance	based	on	historical	taxable	income,	projected	future	taxable income,	applicable	tax	strategies	and	the	expected	timing	of	the	reversals	of	existing

temporary	differences.	A	valuation	allowance	is	provided	when	it	is	more	likely	than	not	(likelihood	of	greater	than	50%)	that	some	portion	or	all	of	the	deferred	tax assets	will	not	be	realized.

The	Company	considers	many	factors	when	evaluating	and	estimating	its	tax	positions	and	tax	benefits,	which	may	require	periodic	adjustments	and	which	may	not accurately	anticipate	actual	outcomes.	Tax	positions	are	recognized	only	when	it	is	more	likely	than	not	(likelihood	of	greater	than	50%),	based	on	technical	merits,	that the	positions	will	be	sustained	upon	examination.	Tax	positions	that	meet	the	more-likely-than-not	threshold	are	measured	using	a	probability	weighted	approach	as	the largest	amount	of	tax	benefit	that	is	greater	than	50%	likely	of	being	realized	upon	settlement.	Whether	the	more-likely-than-not	recognition	threshold	is	met	for	a	tax position	is	a	matter	of	judgment	based	on	the	individual	facts	and	circumstances	of	that	position	evaluated	in	light	of	all	available	evidence.

The	Company	recognizes	interest	and	penalties	related	to	uncertain	tax	positions	in	Income	tax	(provision)	benefit	in	the	consolidated	statements	of	operations.

# Functional	and	Reporting	Currencies

For	the	Company's	international	operations	where	the	functional	currency	is	other	than	the	US	dollar,	assets	and	liabilities	are	translated	using	period-end	exchange rates,	while	the	statement	of	operations	amounts	are	translated	using	the	average	exchange	rates	for	the	respective	period.	Differences	arising	from	the	translation	of assets	and	liabilities	in	comparison	with	the	translation	of	the	previous	periods	or	from	initial	recognition	during	the	period	are	included	as	a	separate	component	of Accumulated	other	comprehensive	income	(loss),	net.

The	following	table	provides	a	brief	description	of	recent	Accounting	Standard	Updates	("ASU")	issued	by	the	Financial	Accounting	Standards	Board	("FASB"):

In	August	2016,	the	FASB	issued ASU	2016-15,	Classification	of Certain	Cash	Receipts	and	Cash Payments.

The	new	guidance	clarifies	the	presentation	and classification	of	certain	cash	receipts	and	cash payments	in	the	statement	of	cash	flows.

January	1,	2018.	Early adoption	is	permitted.

The	Company	does	not	expect	adoption	will	have	a material	impact	on	its	financial	statements	and	related disclosures.

In	March	2016,	the	FASB	issued ASU	2016-09,	Improvements	to Employee	Share-Based	Payment Accounting. The	new	guidance	simplifies	several	aspects	of	the accounting	for	share-based	payment	transactions, including	the	timing	of	recognizing	income	tax consequences,	classification	of	awards	as	either equity	or	liabilities	and	classification	on	the statement	of	cash	flows.

January	1,	2017.	Early adoption	is	permitted. The	Company	does	not	expect	adoption	will	have	a material	impact	on	its	financial	statements	and	related disclosures.

In	November	2015,	the	FASB	issued ASU	2015-17,	Balance	Sheet Classification	of	Deferred	Taxes.

The	new	guidance	requires	deferred	tax	liabilities and	assets	to	be	classified	as	noncurrent	in	a classified	statement	of	financial	position.

January	1,	2017.	Early adoption	is	permitted. The	Company	elected	to	early	adopt	the	new guidance	prospectively	during	the	three	months	ended March	31,	2016	in	accordance	with	the	FASB's disclosure	simplification	initiatives.	The	adoption	of this	ASU	resulted	in	a	reclassification	from	current	to noncurrent	deferred	tax	assets	and	deferred	tax liabilities	as	of	March	31,	2016	of	$68	million	and $30	million,	respectively.	Prior	periods	were	not adjusted.

In	May	2014,	the	FASB	issued	ASU 2014-09,	Revenue	from	Contracts with	Customers.	Since	that	date,	the FASB	has	issued	additional	ASUs clarifying	certain	aspects	of	ASU 2014-09.

The	new	guidance	requires	entities	to	recognize revenue	in	a	way	that	depicts	the	transfer	of promised	goods	or	services	to	customers	in	an amount	that	reflects	the	consideration	to	which	the entity	expects	to	be	entitled	to	in	exchange	for	those goods	or	services.	The	new	guidance	provides alternative	methods	of	adoption.	Subsequent guidance	issued	after	May	2014	did	not	change	the core	principle	of	ASU	2014-09. January	1,	2018.	Earlier adoption	was	permitted,	but not	before	December	15, 2016. The	Company	is	currently	scoping	its	revenue contracts	to	assess	the	potential	impact	on	its consolidated	financial	statements.	The	Company plans	to	adopt	the	revenue	guidance	effective	January 1,	2018,	although	it	has	not	yet	selected	a	transition method.	The	Company	currently	does	not	expect	the adoption	to	have	a	material	impact	on	its	consolidated financial	statements	and	related	disclosures.	Further, it	does	not	expect	to	change	the	manner	or	timing	of recognizing	revenue	as	a	majority	of	its	revenue transactions	are	recognized	when	product	is delivered.

# 4.	Acquisitions,	Dispositions	and	Plant	Closures

# Acquisitions

On	December	1,	2016,	the	Company	acquired	100%	of	the	stock	of	the	Forli,	Italy	based	SO.F.TER.	S.p.A.	("SOFTER"),	a	leading	thermoplastic	compounder.	The acquisition	of	SOFTER	increases	the	Company's	global	engineered	materials	product	platforms,	extends	the	operational	model,	technical	and	industry	solutions capabilities	and	expands	project	pipelines.	The	acquisition	was	accounted	for	as	a	business	combination	and	the	acquired	operations	are	included	in	the	Advanced Engineered	Materials	segment.

Pro	forma	financial	information	since	the	respective	acquisition	date	has	not	been	provided	as	the	acquisition	did	not	have	a	material	impact	on	the	Company's	financial information.	The	Company	allocated	the	purchase	price	of	the	acquisition	to	identifiable	assets	acquired	and	liabilities	assumed	based	on	their	estimated	fair	values	as	of the	acquisition	date.	The	excess	of	the	purchase	price	over	the	aggregate	fair	values	was	recorded	as	goodwill	(Note	2	and	Note	11).	The	Company	calculated	the	fair value	of	the	assets	acquired	using	the	income,	market,	or	cost	approach	(or	a	combination	thereof).	Fair	values	were	determined	based	on	Level	3	inputs	(Note	2) including	estimated	future	cash	flows,	discount	rates,	royalty	rates,	growth	rates,	sales	projections,	retention	rates	and	terminal	values,	all	of	which	require	significant management	judgment	and	are	susceptible	to	change.	The	purchase	price	allocation	is	based	upon	preliminary	information	and	is	subject	to	change	if	additional information	about	the	facts	and	circumstances	that	existed	at	the	acquisition	date	becomes	available.	The	final	fair	value	of	the	net	assets	acquired	may	result	in adjustments	to	the	assets	and	liabilities,	including	goodwill.	However,	any	subsequent	measurement	period	adjustments	are	not	expected	to	have	a	material	impact	on	the Company's	results	of	operations.

The	preliminary	purchase	price	allocation	for	the	SOFTER	acquisition	is	as	follows:

(1) Goodwill	consists	of	expected	revenue	and	operating	synergies	resulting	from	the	acquisition.	None	of	the	goodwill	is	deductible	for	income	tax purposes.

(2) Includes	a	$23	million	indemnity	receivable	for	uncertain	tax	positions	related	to	the acquisition.

Transaction	related	costs	of	$3	million	were	expensed	as	incurred	to	Selling,	general	and	administrative	expenses	in	the	consolidated	statements	of	operations.	The amount	of	pro	forma	Net	earnings	(loss)	of	SOFTER	included	in	the	Company's	consolidated	statement	of	operations	was	approximately	2%	(unaudited)	of	its consolidated	Net	earnings	(loss)	had	the	acquisition	occurred	as	of	the	beginning	of	2016.	The	amount	of	SOFTER	Net	earnings	(loss)	consolidated	by	the	Company since	the	acquisition	date	was	not	material.

# •Cool	Polymers

In	October	2014,	the	Company	completed	the	acquisition	of	substantially	all	of	the	assets	of	Cool	Polymers,	Inc.,	including	CoolPoly®,	a	portfolio	of	thermally conductive	polymers	for	cash	plus	contingent	consideration	(Note	25),	to	support	the	strategic	growth	of	the	Company's	engineered	materials	business.	The	acquired operations	are	included	in	the	Company's	Advanced	Engineered	Materials	segment.	Pro	forma	financial	information	since	the	respective	acquisition	date	has	not	been provided	as	the	acquisition	did	not	have	a	material	impact	on	the	Company's	financial	information.	The	Company	allocated	the	purchase	price	of	the	acquisition	to identifiable	assets	acquired	and	liabilities	assumed	based	on	their	estimated	fair	values	as	of	the	acquisition	date.	The	excess	of	the	purchase	price	over	the	aggregate	fair values	was	recorded	as	goodwill	(Note	2).

# Plant	Closures

# •Lanaken,

# Belgium

In	December	2015,	the	Company	announced	it	had	ceased	50%	of	its	manufacturing	operations	at	its	acetate	tow	facility	in	Lanaken,	Belgium.	The	exit	costs	related	to the	capacity	reduction	at	its	Lanaken	facility	are	included	in	Other	(charges)	gains,	net	in	the	consolidated	statements	of	operations	(Note	18).	The	Lanaken,	Belgium operations	are	included	in	the	Company's	Consumer	Specialties	segment.

# •Tarragona,	Spain

In	December	2015,	the	Company	announced	the	sale	of	its	conventional	emulsions	production	facility.	The	Company	was	unable	to	find	a	credible	buyer	for	the	vinyl acetate	ethylene	("VAE")	emulsions	facility,	resulting	in	its	closure.	The	Company	completed	the	information	and	consultation	process	with	employee	representatives pursuant	to	which	the	Company	ceased	all	manufacturing	operations	at	the	VAE	emulsions	facility.	The	exit	costs,	including	long-lived	asset	impairment	losses,	related to	the	closure	of	the	Tarragona	VAE	facility	and	the	sale	of	the	conventional	facility	are	included	in	Other	(charges)	gains,	net	in	the	consolidated	statements	of operations	(Note	18).	The	Tarragona,	Spain	operations	are	included	in	the	Company's	Industrial	Specialties	segment.

# •Meredosia,

# Illinois

In	December	2015,	the	Company	ceased	operation	of	its	VAE	emulsions	facility	in	Meredosia,	Illinois.	The	exit	costs,	including	long-lived	asset	impairment	losses, related	to	the	closure	of	the	VAE	facility	are	included	in	Other	(charges)	gains,	net	in	the	consolidated	statements	of	operations	(Note	18).	The	Meredosia,	Illinois operations	are	included	in	the	Company's	Industrial	Specialties	segment.

During	the	year	ended	December	31,	2015,	the	Company	also	recorded	$39	million	in	accelerated	depreciation	expense	related	to	property,	plant	and	equipment	no longer	in	use	at	the	Company's	ethanol	technology	development	unit	in	Clear	Lake,	Texas.	The	accelerated	depreciation	is	included	in	Research	and	development expenses	in	the	consolidated	statements	of	operations	and	is	included	in	the	Company's	Acetyl	Intermediates	segment.

# 5.	Ventures	and	Variable	Interest	Entities

# Consolidated	Variable	Interest	Entities

In	February	2014,	the	Company	formed	a	joint	venture,	Fairway	Methanol	LLC	("Fairway"),	with	Mitsui	&	Co.,	Ltd.,	of	Tokyo,	Japan	("Mitsui"),	in	which	the Company	owns	50%	of	Fairway,	for	the	production	of	methanol	at	the	Company's	integrated	chemical	plant	in	Clear	Lake,	Texas.	The	methanol	unit	utilizes	natural	gas in	the	US	Gulf	Coast	region	as	a	feedstock	and	benefits	from	the	existing	infrastructure	at	the	Company's	Clear	Lake	facility.	Both	Mitsui	and	the	Company	supply	their own	natural	gas	to	Fairway	in	exchange	for	methanol	tolling	under	a	cost-plus	off-take	arrangement.

The	Company	determined	that	Fairway	is	a	variable	interest	entity	("VIE")	in	which	the	Company	is	the	primary	beneficiary.	Under	the	terms	of	the	joint	venture agreements,	the	Company	provides	site	services	and	day-to-day	operations	for	the	methanol	facility.	In	addition,	the	joint	venture	agreements	provide	that	the	Company indemnifies	Mitsui	for	environmental	obligations	that	exceed	a	specified	threshold,	as	well	as	an	equity	option	between	the	partners.	Accordingly,	the	Company consolidates	the	venture	and	records	a	noncontrolling	interest	for	the	share	of	the	venture	owned	by	Mitsui.	Fairway	is	included	in	the	Company's	Acetyl	Intermediates segment.

The	carrying	amount	of	the	assets	and	liabilities	associated	with	Fairway	included	in	the	consolidated	balance	sheets	are	as	follows:

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) |  |
| Cash\tand\tcash\tequivalents | 18 | 7 |
| Trade\treceivables,\tnet\t-\tthird\tparty\t&amp;\taffiliates | 8 | 12 |
| Property,\tplant\tand\tequipment\t(net\tof\taccumulated\tdepreciation\t-\t2016:\t$50;\t2015:\t$10) | 734 | 772 |
| Intangible\tassets\t(net\tof\taccumulated\tamortization\t-\t2016:\t$1;\t2015:\t$0) | 26 | 27 |
| Other\tassets | 9 | 13 |
| Total\tassets(1) | 795 | 831 |
| Trade\tpayables | 15 | 9 |
| Other\tliabilities(2) | 2 | 5 |
| Total\tdebt | 5 | 5 |
| Deferred\tincome\ttaxes | 2 | 2 |
| Total\tliabilities | 24 | 21 |

(1) Assets	can	only	be	used	to	settle	the	obligations	of Fairway.

(2) Primarily	represents	amounts	owed	by	Fairway	to	the	Company	for	reimbursement	of	expenditures.

# Nonconsolidated	Variable	Interest	Entities

The	Company	holds	variable	interests	in	entities	that	supply	certain	raw	materials	and	services	to	the	Company.	The	variable	interests	primarily	relate	to	cost-plus contractual	arrangements	with	the	suppliers	and	recovery	of	capital	expenditures	for	certain	plant	assets	plus	a	rate	of	return	on	such	assets.	Liabilities	for	such	supplier recoveries	of	capital	expenditures	have	been	recorded	as	capital	lease	obligations.	The	entities	are	not	consolidated	because	the	Company	is	not	the	primary	beneficiary of	the	entities	as	it	does	not	have	the	power	to	direct	the	activities	of	the	entities	that	most	significantly	impact	the	entities'	economic	performance.	The	Company's maximum	exposure	to	loss	as	a	result	of	its	involvement	with	these	VIEs	as	of	December	31,	2016	relates	primarily	to	the	recovery	of	capital	expenditures	for	certain property,	plant	and	equipment.

The	carrying	amount	of	the	assets	and	liabilities	associated	with	the	obligations	to	nonconsolidated	VIEs,	as	well	as	the	maximum	exposure	to	loss	relating	to	these nonconsolidated	VIEs	are	as	follows:

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) |  |
| Property,\tplant\tand\tequipment,\tnet | 60 | 73 |
| Trade\tpayables | 53 | 47 |
| Current\tinstallments\tof\tlong-term\tdebt | 10 | 10 |
| Long-term\tdebt | 91 | 109 |
| Total\tliabilities | 154 | 166 |
| Maximum\texposure\tto\tloss | 240 | 268 |

The	difference	between	the	total	liabilities	associated	with	obligations	to	unconsolidated	VIEs	and	the	maximum	exposure	to	loss	primarily	represents	take-or-pay obligations	for	services	included	in	the	Company's	unconditional	purchase	obligations	(Note	24).

# 6.	Marketable	Securities,	at	Fair	Value

The	Company's	nonqualified	trusts	hold	available-for-sale	securities	for	funding	requirements	of	the	Company's	nonqualified	pension	plans	(Note	15)	as	follows:

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) |  |
| Amortized\tcost | 30 | 30 |
| Gross\tunrealized\tgain | — | — |
| Gross\tunrealized\tloss | — | — |
| Fair\tvalue | 30 | 30 |

# 7.	Receivables,	Net

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Finished\tgoods | 506 | 498 |
| Work-in-process | 45 | 43 |
| Raw\tmaterials\tand\tsupplies | 169 | 141 |
| Total | 720 | 682 |

Entities	in	which	the	Company	has	an	investment	accounted	for	under	the	cost	or	equity	method	of	accounting	are	considered	affiliates;	any	transactions	or	balances	with such	companies	are	considered	affiliate	transactions.

# Equity	Method

Equity	method	investments	and	ownership	interests	by	business	segment	are	as	follows:

|  | Ownership<br>as	of<br>December	31, |  | Carrying<br>Value	as	of<br>December	31, |  |  | Share	of<br>Earnings	(Loss)<br>Year	Ended<br>December	31, |  | Dividends	and<br>Other	Distributions<br>Year	Ended<br>December	31, | Dividends	and<br>Other	Distributions<br>Year	Ended<br>December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 |
|  | (In\tpercentages) |  |  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |  |
| Advanced\tEngineered\tMaterials |  |  |  |  |  |  |  |  |  |  |
| Ibn\tSina | 25 | 25 | 113 | 87 | 38 | 88 | 115 | (18) | (98) | (85) |
| Fortron\tIndustries\tLLC | 50 | 50 | 100 | 100 | 9 | 11 | 9 | (9) | (8) | (7) |
| Korea\tEngineering\tPlastics\tCo.,\tLtd. | 50 | 50 | 137 | 127 | 25 | 16 | 10 | (11) | (10) | (16) |
| Polyplastics\tCo.,\tLtd. | 45 | 45 | 156 | 168 | 50 | 35 | 27 | (54) | (20) | (3) |
| Other\tActivities(1) |  |  |  |  |  |  |  |  |  |  |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | 39 | 39 | 38 | 37 | 7 | 7 | 9 | (5) | (5) | (7) |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG(2) | 32 | 32 | 132 | 147 | 22 | 21 | 72 | (30) | (32) | (26) |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | 27 | 27 | 18 | 18 | 4 | 4 | 4 | (4) | (3) | (4) |
| Consumer\tSpecialties |  |  |  |  |  |  |  |  |  |  |
| Sherbrooke\tCapital\tHealth\tand\nWellness,\tL.P.(3) | 10 | 10 | 3 | 3 | — | (1) | — | — | — | — |
| Total |  |  | 697 | 687 | 155 | 181 | 246 | (131) | (176) | (148) |

(1) InfraServ	real	estate	service	companies	("InfraServ	Entities")	own	and	operate	sites	in	Frankfurt	am	Main-Hoechst,	Gendorf	and	Knapsack,	Germany.	The	InfraServ Entities	were	created	to	own	land	and	property	and	to	provide	various	technical	and	administrative	services	at	these	manufacturing	locations.

(2) InfraServ	GmbH	&	Co.	Hoechst	KG	is	owned	primarily	by	an	entity	included	in	the	Company's	Other	Activities.	The	Company's	Consumer	Specialties	segment and	Acetyl	Intermediates	segment	also	each	hold	an	ownership	percentage.	During	the	three	months	ended	June	30,	2014,	InfraServ	GmbH	&	Co.	Hoechst	KG restructured	the	debt	of	a	subsidiary	resulting	in	additional	equity	in	net	earnings	of	affiliates	of	$48	million.

(3) The	Company	accounts	for	its	ownership	interest	in	Sherbrooke	Capital	Health	and	Wellness,	L.P.	under	the	equity	method	of	accounting	because	the	Company	is able	to	exercise	significant	influence.

# Cost	Method

Cost	method	investments	and	ownership	interests	by	business	segment	are	as	follows:

|  | Ownership<br>as	of<br>December	31, |  | Carrying<br>Value<br>as	of<br>December	31, |  |  | Dividend<br>Income	for	the<br>Year	Ended<br>December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2014 |
|  | (In\tpercentages) |  |  |  | (In\t$\tmillions) |  |  |
| Consumer\tSpecialties |  |  |  |  |  |  |  |
| Kunming\tCellulose\tFibers\tCo.\tLtd. | 30 | 30 | 14 | 14 | 14 | 14 | 15 |
| Nantong\tCellulose\tFibers\tCo.\tLtd. | 31 | 31 | 106 | 106 | 80 | 79 | 87 |
| Zhuhai\tCellulose\tFibers\tCo.\tLtd. | 30 | 30 | 30 | 22 | 13 | 13 | 13 |
| Other\tActivities |  |  |  |  |  |  |  |
| InfraServ\tGmbH\t&amp;\tCo.\tWiesbaden\tKG | 8 | 8 | 5 | 5 | 1 | 1 | 1 |
| Other |  |  | — | 4 | — | — | — |
| Total |  |  | 155 | 151 | 108 | 107 | 116 |

# Transactions	with	Affiliates

The	Company	owns	manufacturing	facilities	at	the	InfraServ	location	in	Frankfurt	am	Main-Hoechst,	Germany	and	has	contractual	agreements	with	the	InfraServ Entities	and	certain	other	equity	affiliates	and	investees	accounted	for	under	the	cost	method.	These	contractual	agreements	primarily	relate	to	energy	purchases,	site services	and	purchases	of	product	for	consumption	and	resale.

Transactions	and	balances	with	affiliates	are	as	follows:

(1) The	Company	has	agreements	with	certain	affiliates	whereby	excess	affiliate	cash	is	lent	to	and	managed	by	the	Company	at	variable	interest	rates	governed	by those	agreements.

# 10.	Property,	Plant	and	Equipment,	Net

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Land | 38 | 39 |
| Land\timprovements | 70 | 60 |
| Buildings\tand\tbuilding\timprovements | 695 | 679 |
| Machinery\tand\tequipment | 4,753 | 4,609 |
| Construction\tin\tprogress | 260 | 261 |
| Gross\tasset\tvalue | 5,816 | 5,648 |
| Accumulated\tdepreciation | (2,239) | (2,039) |
| Net\tbook\tvalue | 3,577 | 3,609 |

Assets	under	capital	leases,	net,	included	in	the	amounts	above	are	as	follows:

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Buildings | 13 | 13 |
| Machinery\tand\tequipment | 291 | 289 |
| Accumulated\tdepreciation | (149) | (138) |
| Net\tbook\tvalue | 155 | 164 |

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Capitalized\tinterest | 5 | 15 | 16 |
| Depreciation\texpense | 281 | 346 | 272 |

During	2016	and	2015,	certain	long-lived	assets	were	impaired	(Note	18).	No	long-lived	assets	were	impaired	during	2014.

|  | Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |
| As\tof\tDecember\t31,\t2014 | 295 | 240 | 41 | 173 | 749 |
| Acquisitions\t(Note\t4) | — | — | — | — | — |
| Exchange\trate\tchanges | (13) | (10) | (2) | (19) | (44) |
| As\tof\tDecember\t31,\t2015 | 282 | 230 | 39 | 154 | 705 |
| Acquisitions\t(Note\t4) | 106 | — | — | — | 106 |
| Exchange\trate\tchanges | (3) | (5) | (1) | (6) | (15) |
| As\tof\tDecember\t31,\t2016(1) | 385 | 225 | 38 | 148 | 796 |

(1) There	were	$0	million	of	accumulated	impairment	losses	as	of	December	31,	2016.

In	connection	with	the	Company's	annual	goodwill	impairment	assessment,	the	Company	did	not	record	an	impairment	loss	to	goodwill	during	the	nine	months	ended September	30,	2016	as	the	estimated	fair	value	for	each	of	the	Company's	reporting	units	exceeded	the	carrying	amount	of	the	underlying	assets	by	a	substantial	margin (Note	2).	No	events	or	changes	in	circumstances	occurred	during	the	three	months	ended	December	31,	2016	that	would	indicate	that	the	carrying	amount	of	the	assets may	not	be	fully	recoverable.	Accordingly,	no	additional	impairment	analysis	was	performed	during	that	period.

# Intangible	Assets,	Net

Finite-lived	intangible	assets	are	as	follows:

|  | Licenses | Customer-<br>Related<br>Intangible<br>Assets | Developed<br>Technology | Covenants<br>Not	to<br>Compete<br>and	Other | Total |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Gross\tAsset\tValue |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2014 | 32 | 495 | 33 | 49 | 609 |  |
| Acquisitions\t(Note\t5) | 7 | — | 2 | 1 | 10 | (1) |
| Exchange\trate\tchanges | (1) | (39) | — | — | (40) |  |
| As\tof\tDecember\t31,\t2015 | 38 | 456 | 35 | 50 | 579 |  |
| Acquisitions\t(Note\t4) | — | 64 | — | 3 | 67 | (2) |
| Exchange\trate\tchanges | (2) | (11) | — | — | (13) |  |
| As\tof\tDecember\t31,\t2016 | 36 | 509 | 35 | 53 | 633 |  |
| Accumulated\tAmortization |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2014 | (23) | (483) | (23) | (27) | (556) |  |
| Amortization | (3) | (4) | (2) | (2) | (11) |  |
| Exchange\trate\tchanges | 1 | 38 | — | — | 39 |  |
| As\tof\tDecember\t31,\t2015 | (25) | (449) | (25) | (29) | (528) |  |
| Amortization | (3) | (2) | (2) | (2) | (9) |  |
| Exchange\trate\tchanges | 1 | 11 | 1 | — | 13 |  |
| As\tof\tDecember\t31,\t2016 | (27) | (440) | (26) | (31) | (524) |  |
| Net\tbook\tvalue | 9 | 69 | 9 | 22 | 109 |  |

(1) Primarily	related	to	intangible	assets	acquired	by	Fairway	(Note	5)	during	the	year	ended	December	31,	2015,	with	a	weighted	average	amortization	period	of	16 years.

(2) Primarily	related	to	intangible	assets	acquired	from	SOFTER	(Note	4)	during	the	year	ended	December	31,	2016,	with	a	weighted	average	amortization	period	of 12	years.

Indefinite-lived	intangible	assets	are	as	follows:

In	connection	with	the	Company's	annual	indefinite-lived	intangible	assets	impairment	assessment,	the	Company	did	not	record	an	impairment	loss	to	indefinite-lived intangible	assets	during	the	nine	months	ended	September	30,	2016	as	the	estimated	fair	value	for	each	of	the	Company's	indefinite-lived	intangible	assets	exceeded	the carrying	amount	of	the	underlying	asset	by	a	substantial	margin	(Note	2).	No	events	or	changes	in	circumstances	occurred	during	the	three	months	ended	December	31, 2016	that	would	indicate	that	the	carrying	amount	of	the	assets	may	not	be	fully	recoverable.	Accordingly,	no	additional	impairment	analysis	was	performed	during	that period.

The	Company's	trademarks	and	trade	names	have	an	indefinite	life.	For	the	year	ended	December	31,	2016,	the	Company	did	not	renew	or	extend	any	intangible	assets.

Estimated	amortization	expense	for	the	succeeding	five	fiscal	years	is	as	follows:

# 13.	Noncurrent	Other	Liabilities

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Asset\tretirement\tobligations | 20 | 26 |
| Deferred\tproceeds | 41 | 43 |
| Deferred\trevenue | 9 | 13 |
| Environmental\t(Note\t16) | 50 | 61 |
| Income\ttaxes\tpayable | 6 | 7 |
| Insurance | 46 | 50 |
| Other | 43 | 47 |
| Total | 215 | 247 |

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Balance\tat\tbeginning\tof\tyear | 36 | 37 | 47 |
| Additions(1) | 2 | — | 4 |
| Accretion | 1 | 1 | 1 |
| Payments | (10) | (4) | (8) |
| Revisions\tto\tcash\tflow\testimates(2) | — | 2 | (7) |
| Exchange\trate\tchanges | — | — | — |
| Balance\tat\tend\tof\tyear | 29 | 36 | 37 |

(1) Primarily	relates	to	sites	which	management	no	longer	considers	to	have	an	indeterminate life.

(2) Primarily	relates	to	revisions	to	the	estimated	cost	and	timing	of	future	obligations.

Included	in	the	asset	retirement	obligations	for	the	years	ended	December	31,	2016	and	2015	is	$10	million	and	$10	million,	respectively,	related	to	indemnifications received	for	a	business	acquired	in	2005.	The	corresponding	$10	million	receivable	is	included	in	noncurrent	Other	assets	in	the	consolidated	balance	sheet	as	of December	31,	2016.

| Current	installments	of	long-term	debt | 27 | 56 |
| :--- | :--- | :--- |
| Short-term\tborrowings,\tincluding\tamounts\tdue\tto\taffiliates(1) | 68 | 52 |
| Short-term\tSOFTER\tbank\tloans\t(Note\t4)(2) | 23 | — |
| Revolving\tcredit\tfacility(3) | — | 350 |
| Accounts\treceivable\tsecuritization\tfacility(4) | — | 55 |
| Total | 118 | 513 |

| Senior	credit	facilities	-	Term	C-2	loan	due	2016(1) | — | 30 |
| :--- | :--- | :--- |
| Senior\tcredit\tfacilities\t-\tTerm\tC-3\tloan\tdue\t2018(2) | — | 878 |
| Senior\tunsecured\tterm\tloan\tdue\t2021(3) | 500 | — |
| Senior\tunsecured\tnotes\tdue\t2019,\tinterest\trate\tof\t3.250% | 316 | 327 |
| Senior\tunsecured\tnotes\tdue\t2021,\tinterest\trate\tof\t5.875% | 400 | 400 |
| Senior\tunsecured\tnotes\tdue\t2022,\tinterest\trate\tof\t4.625% | 500 | 500 |
| Senior\tunsecured\tnotes\tdue\t2023,\tinterest\trate\tof\t1.125% | 788 | — |
| 6.70% | — | 169 |
| 5.00% | 170 | — |
| SOFTER\tbank\tloans\tdue\tat\tvarious\tdates\tthrough\t2021\t(Note\t4)(4) | 47 | — |
| Obligations\tunder\tcapital\tleases\tdue\tat\tvarious\tdates\tthrough\t2054 | 217 | 238 |
| Subtotal | 2,938 | 2,542 |
| Unamortized\tdebt\tissuance\tcosts(5) | (21) | (18) |
| Current\tinstallments\tof\tlong-term\tdebt | (27) | (56) |
| Total | 2,890 | 2,468 |

(1) The	margin	for	borrowings	under	the	Term	C-2	loan	facility	was	2.0%	above	the	Euro	Interbank	Offered	Rate ("EURIBOR").

(2) The	margin	for	borrowings	under	the	Term	C-3	loan	facility	was	2.25%	above	LIBOR	(for	US	dollars)	and	2.25%	above	EURIBOR	(for	Euros),	as applicable.

(3) The	margin	for	borrowings	under	the	senior	unsecured	term	loan	due	2021	was	1.5%	above	LIBOR	at	current	Celanese	credit ratings.

(5) Related	to	the	Company's	long-term	debt,	excluding	obligations	under	capital leases.

On	July	15,	2016,	Celanese,	Celanese	US	and	certain	subsidiaries	entered	into	a	new	senior	credit	agreement	(the	"New	Credit	Agreement")	consisting	of	a	$500	million senior	unsecured	term	loan	and	a	$1.0	billion	senior	unsecured	revolving	credit	facility	(with	a	letter	of	credit	sublimit),	each	maturing	in	2021.	The	proceeds	from	the new	senior	unsecured	term	loan	and	$409	million	of	borrowings	under	the	new	senior	unsecured	revolving	credit	facility	were	used	to	repay	the	Company's	Term	C-2 and	C-3	loans	under	its	previous	senior	secured	credit	facilities.	The	New	Credit	Agreement	is	guaranteed	by	Celanese,	Celanese	US	and	substantially	all	of	its	domestic subsidiaries	("the	Subsidiary	Guarantors").

The	Company's	debt	balances	and	amounts	available	for	borrowing	under	its	senior	unsecured	revolving	credit	facility	are	as	follows:

(1) The	Company	borrowed	$409	million	and	repaid	$411	million	under	its	new	senior	unsecured	revolving	credit	facility	during	the	year	ended	December	31,	2016. The	Company	borrowed	$245	million	and	repaid	$595	million	under	its	previous	secured	revolving	credit	facility	during	the	year	ended	December	31,	2016.

(2) The	margin	for	borrowings	under	the	senior	unsecured	revolving	credit	facility	was	1.5%	above	LIBOR	at	current	Company	credit ratings.

# Senior	Notes

The	Company	has	outstanding	senior	unsecured	notes,	issued	in	public	offerings	registered	under	the	Securities	Act	of	1933	("Securities	Act"),	as	amended	(collectively, the	"Senior	Notes").	The	Senior	Notes	were	issued	by	Celanese	US	and	are	guaranteed	on	a	senior	unsecured	basis	by	Celanese	and	the	Subsidiary	Guarantors.	Celanese US	may	redeem	some	or	all	of	each	of	the	Senior	Notes,	prior	to	their	respective	maturity	dates,	at	a	redemption	price	of	100%	of	the	principal	amount,	plus	a	"make- whole"	premium	as	specified	in	the	applicable	indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the	redemption	date.

On	September	26,	2016,	Celanese	US	completed	an	offering	of	€750	million	in	principal	amount	of	1.125%	senior	unsecured	notes	due	September	26,	2023	(the "1.125%	Notes")	in	a	public	offering	registered	under	the	Securities	Act.	The	1.125%	Notes	were	issued	under	a	base	indenture	dated	May	6,	2011.	The	1.125%	Notes were	issued	at	a	discount	to	par	at	a	price	of	99.713%,	which	is	being	amortized	to	Interest	expense	in	the	consolidated	statements	of	operations	over	the	term	of	the 1.125%	Notes.	Net	proceeds	from	the	sale	of	the	1.125%	Notes	were	used	to	repay	$411	million	of	outstanding	borrowings	under	the	new	senior	unsecured	revolving credit	facility	and	for	general	corporate	purposes.	Commencing	June	26,	2023	through	the	redemption	date,	September	26,	2023,	Celanese	US	may	redeem	some	or	all of	the	1.125%	Notes	at	any	time	and	from	time	to	time	at	a	redemption	price	of	100%	of	the	principal	amount,	plus	accrued	and	unpaid	interest,	if	any,	to	the	redemption date.

In	October	2014,	Celanese	US	redeemed	its	$600	million	of	principal	amount	of	6.625%	unsecured	senior	notes	due	2018	("6.625%	Notes")	at	a	redemption	price	of 103.313%	of	the	face	amount	for	a	total	principal	and	premium	payment	of	$620	million	plus	accrued	interest	of	$20	million.	Proceeds	from	the	issuance	of	€300	million in	principal	amount	of	3.250%	senior	unsecured	notes	due	October	15,	2019	were	used	to	partially	fund	the	redemption	of	the	6.625%	Notes,	as	well	as	cash	on	hand. The	Company	recognized	a	loss	on	the	extinguishment	of	the	6.625%	Notes	comprised	of	the	redemption	premium	of	$20	million	and	accelerated	amortization	of deferred	financing	costs	of	$4	million,	which	were	included	in	Refinancing	expense	in	the	consolidated	statement	of	operations	for	the	year	ended	December	31,	2014.

# SOFTER	Bank	Loans

In	January	2017,	the	Company	repaid	$69	million	of	the	$70	million	SOFTER	bank	loans	outstanding	at	December	31,	2016	with	cash	on	hand.

# Pollution	Control	and	Industrial	Revenue	Bonds

On	March	3,	2016,	the	State	of	Wisconsin	Public	Finance	Authority	completed	an	offering	of	pollution	control	and	industrial	revenue	bonds,	the	proceeds	of	which	were loaned	to	Celanese	US	and	used	to	repay	the	pollution	control	and	industrial	revenue	bonds	previously	issued	for	the	benefit	of	the	Company.

# Accounts	Receivables	Securitization	Facility

The	Company	has	a	US	accounts	receivable	securitization	facility	involving	receivables	of	certain	of	its	domestic	subsidiaries	of	the	Company	transferred	to	a	wholly- owned,	"bankruptcy	remote"	special	purpose	subsidiary	of	the	Company	("SPE").	The	securitization	facility,	which	permits	cash	borrowings	and	letters	of	credit,	was scheduled	to	expire	on	August	28,	2016.	On	July	8,	2016,	certain	of	the	Company's	subsidiaries	entered	into	an	amendment	of	the	accounts	receivable	securitization facility,	extending	its	maturity	to	July	2019	and	decreasing	the	available	amount	to	$120	million.	All	of	the	SPE's	assets	have	been	pledged	to	the	administrative	agent	in support	of	the	SPE's	obligations	under	the	facility.

The	Company's	debt	balances	and	amounts	available	for	borrowing	under	its	securitization	facility	are	as	follows:

| Accounts	Receivables	Securitization	Facility |  |
| :--- | :--- |
| Borrowings\toutstanding(1) | — |
| Letters\tof\tcredit\tissued | 52 |
| Available\tfor\tborrowing | 52 |
| Total\tborrowing\tbase | 104 |
| Maximum\tborrowing\tbase(2) | 120 |

(1) The	Company	repaid	$55	million	during	the	year	ended	December	31,

(2) Outstanding	accounts	receivable	transferred	to	the	SPE	was	$148

Principal	payments	scheduled	to	be	made	on	the	Company's	debt,	including	short-term	borrowings,	are	as	follows:

# Net	deferred	financing	costs	are	as	follows:

| Net	deferred	financing	costs	are	as	follows: |  |
| :--- | :--- |
|  | (In\t$\tmillions) |
| As\tof\tDecember\t31,\t2013 | 27 |
| Financing\tcosts\tdeferred(1) | 10 |
| Accelerated\tamortization\tdue\tto\trefinancing\tactivity(2) | (5) |
| Amortization | (5) |
| As\tof\tDecember\t31,\t2014(3) | 27 |
| Financing\tcosts\tdeferred | — |
| Accelerated\tamortization\tdue\tto\trefinancing\tactivity | — |
| Amortization | (5) |
| As\tof\tDecember\t31,\t2015(3) | 22 |
| Financing\tcosts\tdeferred(4) | 13 |
| Accelerated\tamortization\tdue\tto\trefinancing\tactivity(5) | (3) |
| Amortization | (5) |
| As\tof\tDecember\t31,\t2016(3) | 27 |

(1) Includes	$6	million	related	to	the	issuance	of	the	3.250%	Notes	and	$4	million	related	to	the	September	2014	amendment	to	the	Celanese	US	existing	senior	secured credit	facilities.

(2) Includes	$4	million	related	to	the	6.625%	Notes	redemption	and	$1	million	related	to	the	Term	C-2	loan	facility conversion.

(3) Includes	$6	million,	$4	million	and	$5	million	as	of	December	31,	2016,	2015	and	2014,	respectively,	related	to	the	Company's	revolving	credit	facility	and accounts	receivables	securitization	facility,	which	are	included	in	noncurrent	Other	assets	in	the	consolidated	balance	sheets.

(4) Includes	$5	million,	$6	million	and	$2	million	related	to	the	New	Credit	Agreement,	the	1.125%	Notes	and	the	pollution	control	and	industrial	revenue	bonds, respectively,	all	of	which	are	being	amortized	through	the	term	of	the	respective	financing	arrangement.

(5) Includes	$2	million	and	$1	million	related	to	the	senior	secured	credit	facilities	and	the	pollution	control	and	industrial	revenue	bonds,	respectively,	which	are included	in	Refinancing	expense	in	the	consolidated	statement	of	operations	during	the	year	ended	December	31,	2016.

# Covenants

The	Company's	material	financing	arrangements	contain	customary	covenants,	including	the	maintenance	of	certain	financial	ratios,	events	of	default	and	change	of control	provisions.	Failure	to	comply	with	these	covenants,	or	the	occurrence	of	any	other	event	of	default,	could	result	in	acceleration	of	the	borrowings	and	other financial	obligations.	The	Company	is	in	compliance	with	all	of	the	covenants	related	to	its	debt	agreements	as	of	December	31,	2016.

# Pension	Obligations

The	Company	sponsors	defined	benefit	pension	plans	in	North	America,	Europe	and	Asia.	Independent	trusts	or	insurance	companies	administer	the	majority	of	these plans.	Pension	obligations	are	established	for	benefits	payable	in	the	form	of	retirement,	disability	and	surviving	dependent	pensions.	The	commitments	result	from participation	in	defined	contribution	and	defined	benefit	plans,	primarily	in	the	US.	Benefits	are	dependent	on	years	of	service	and	the	employee's	compensation. Supplemental	retirement	benefits	provided	to	certain	employees	are	nonqualified	for	US	tax	purposes.	Separate	nonqualified	trusts	have	been	established	for	certain	US nonqualified	plan	obligations.	Pension	costs	under	the	Company's	retirement	plans	are	actuarially	determined.

In	October	2014,	the	Company	offered	a	limited-time,	voluntary	program	to	certain	participants	of	the	Company's	US	qualified	defined	benefit	pension	plan	with	a vested	benefit	who	terminated	from	the	Company	on	or	before	May	31,	2014.	The	limited-time	opportunity	ended	in	November	2014	and	included	an	offer	of	a	single lump	sum	payment	in	December	2014	or	to	begin

monthly	annuity	payments,	regardless	of	age,	or	to	continue	to	defer	benefits	until	retirement	age.	If	an	election	was	not	made	by	the	eligible	participant,	the	participant will	begin	receiving	payments	when	otherwise	eligible	under	the	terms	of	the	US	qualified	defined	benefit	pension	plan.	The	Company	made	lump	sum	payments	under this	program	of	$143	million	in	December	2014	using	trust	assets	of	the	US	qualified	defined	benefit	pension	plan.	These	actions	resulted	in	the	recognition	of	a settlement	gain	of	$78	million	in	the	consolidated	statements	of	operations	for	the	year	ended	December	31,	2014.

Effective	June	2014,	the	Company's	US	qualified	defined	benefit	plan	was	amended	and	benefits	offered	to	all	current	union	participants	of	the	Cash	Balance	Plan	(hired on	or	after	January	1,	2001)	at	the	Company's	Narrows,	Virginia	facility	have	been	frozen	and	the	US	qualified	defined	benefit	plan	was	closed	to	future	union participants	at	the	facility.	Accumulated	benefits	earned	and	service	rendered	through	May	2014	under	the	Plan	provisions	for	the	Cash	Balance	Plan	Participants	will continue	to	be	considered	for	purposes	of	determining	retirement	benefits.	Effective	May	2014,	the	Company's	US	qualified	defined	benefit	plan	was	amended	and benefits	offered	to	all	current	union	participants	of	the	Flat	Rate	Plan	at	the	Company's	Narrows,	Virginia	facility	have	been	frozen	and	the	US	qualified	defined	benefit plan	was	closed	to	future	union	participants	at	the	facility.	Accumulated	benefits	earned	and	service	rendered	through	December	2014	under	the	Plan	provisions	for	the Flat	Rate	Plan	Participants	will	continue	to	be	considered	for	purposes	of	determining	retirement	benefits	and	eligibility	for	early	retirement.	These	actions	did	not	result in	a	curtailment	gain	or	loss	as	the	projected	benefit	obligation	does	not	rely	on	salary	assumptions.

Effective	December	2013,	benefits	offered	to	all	US	non-union	eligible	employees	in	the	Company's	US	qualified	defined	benefit	pension	plan	have	been	frozen	and	the US	qualified	defined	benefit	pension	plan	was	closed	to	new	participants.	Accumulated	benefits	earned	and	service	rendered	through	December	31,	2013	under	the	US qualified	defined	benefit	pension	plan	provisions	will	continue	to	be	considered	for	purposes	of	determining	retirement	benefits	and	eligibility	for	early	retirement.

The	Company	participates	in	a	multiemployer	defined	benefit	plan	and	a	multiemployer	defined	contribution	plan	in	Germany	covering	certain	employees.	The Company's	contributions	to	the	multiemployer	defined	benefit	plan	are	based	on	specified	percentages	of	employee	contributions	as	outlined	in	a	works	council agreement,	covering	all	German	entity	employees	hired	prior	to	January	1,	2012.	As	of	January	1,	2012,	the	multiemployer	defined	benefit	pension	plan	described	above was	closed	to	new	employees.	Qualifying	employees	hired	in	Germany	after	December	31,	2011	are	covered	by	a	multiemployer	defined	contribution	plan.	The Company's	contributions	to	the	multiemployer	defined	contribution	plan	are	based	on	specified	percentages	of	employee	contributions,	similar	to	the	multiemployer defined	benefit	plan,	but	at	a	lower	rate.

Statutory	regulations	and	the	works	council	agreement	require	the	contributions	to	fully	fund	the	multiemployer	plans.	The	risks	of	participating	in	the	multiemployer plans	are	different	from	single-employer	plans	in	the	following	aspects:

•Assets	contributed	to	the	multiemployer	plan	by	one	employer	may	be	used	to	provide	benefits	to	employees	of	other	participating employers.

•If	a	participating	employer	stops	contributing	to	the	plan,	any	underfunding	may	be	borne	by	the	remaining	participants,	especially	since	regulations	strictly	enforce funding	requirements.

•If	the	Company	chooses	to	stop	participating	in	the	multiemployer	plan,	the	Company	may	be	required	to	pay	the	plan	an	amount	based	on	the	underfunded	status of	the	plan,	referred	to	as	the	withdrawal	liability.

Based	on	the	2016	unaudited	and	2015	audited	multiemployer	defined	benefit	plan's	financial	statements,	the	plan	is	100%	funded	in	2016,	2015	and	2014.	The	number of	employees	covered	by	the	Company's	multiemployer	defined	benefit	plan	remained	relatively	stable	year	over	year	from	2014	to	2016,	resulting	in	minimal	changes to	employer	contributions.	Participation	in	the	German	multiemployer	defined	benefit	plan	is	not	considered	individually	significant	to	the	Company.

Contributions	made	by	the	Company	to	the	German	multiemployer	plan	are	as	follows:

# Other	Postretirement	Obligations

Certain	retired	employees	receive	postretirement	health	care	and	life	insurance	benefits	under	plans	sponsored	by	the	Company,	which	has	the	right	to	modify	or terminate	these	plans	at	any	time.	The	cost	for	coverage	is	shared	between	the	Company	and	the	retiree.	The	cost	of	providing	retiree	health	care	and	life	insurance benefits	is	actuarially	determined	and	accrued	over	the	service	period	of	the	active	employee	group.	The	Company's	policy	is	to	fund	benefits	as	claims	and	premiums are	paid.	The	US	postretirement	health	care	plan	was	closed	to	new	participants	effective	January	1,	2006.

In	November	2013,	the	Company	announced	it	would	amend	its	primary	US	postretirement	health	care	plan	to	(a)	eliminate	eligibility	for	all	current	and	future	US	non- union	employees;	(b)	terminate	its	US	postretirement	health	care	plan	on	December	31,	2014	for	all	US	participants;	and	(c)	offer	certain	eligible	US	participants	a lump-sum	buyout	payment	if	they	irrevocably	waive	all	future	benefits	under	the	US	postretirement	health	care	plan	and	end	their	participation	before	December	31, 2014.	These	actions	generated	a	prior	service	credit	of	$92	million,	which	was	amortized	ratably	into	the	consolidated	statements	of	operations	from	November	1,	2013 through	December	31,	2014.

Effective	March	2014,	the	Company	eliminated	eligibility	in	its	US	postretirement	health	care	plan	for	all	current	and	future	employees	represented	by	the	bargaining unit	at	the	Company's	Narrows,	Virginia	facility.	These	actions	generated	a	prior	service	credit	of	$5	million,	which	was	amortized	ratably	into	the	consolidated statements	of	operations	from	April	1,	2014	through	December	31,	2014.

The	Company	recognized	$84	million	of	prior	service	credit	amortization	and	made	$40	million	in	lump-sum	buyout	payments	as	of	December	31,	2014.

# Postemployment	Obligations

The	Company	provides	benefits	to	certain	employees	after	employment	but	prior	to	retirement,	including	severance	and	disability-related	benefits	offered	pursuant	to ongoing	benefit	arrangements.	The	cost	of	providing	postemployment	benefits	is	actuarially	determined	and	recorded	when	the	obligation	is	probable	of	occurring	and can	be	reasonably	estimated.

Postemployment	obligations	are	as	follows:

# Defined	Contribution	Plans

The	Company	sponsors	various	defined	contribution	plans	in	North	America,	Europe	and	Asia	covering	certain	employees.	Employees	may	contribute	to	these	plans and	the	Company	will	match	these	contributions	in	varying	amounts.	The	Company's	matching	contribution	to	the	defined	contribution	plans	are	based	on	specified percentages	of	employee	contributions.

Beginning	in	2014,	the	Company	took	the	following	actions	as	it	relates	to	the	US	defined	contribution	plan:

•Increased	its	employer	match	for	those	employees	participating	in	the	US	defined	contribution

plan;

•Added	an	annual	retirement	contribution	for	US	employees	who	are	employed	as	of	December	31st	each	year	(or	have	died	during	that	year),	regardless	of whether	the	employee	contributes	to	the	US	defined	contribution	plan;	and

•For	certain	eligible	US	employees,	provides	an	incremental	retirement	contribution	through	2017,	based	on	years	of	service	and	specified	percentages	of          eligible	compensation.

The	amount	of	costs	recognized	for	the	Company's	defined	contribution	plans	are	as	follows:

Summarized	information	on	the	Company's	pension	and	postretirement	benefit	plans	is	as	follows:

|  | Pension	Benefits<br>As	of	December	31, |  | Postretirement	Benefits<br>As	of	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2016 | 2015 |
|  |  | (In\t$\tmillions) |  |  |
| Change\tin\tProjected\tBenefit\tObligation |  |  |  |  |
| Projected\tbenefit\tobligation\tas\tof\tbeginning\tof\tperiod | 3,635 | 3,915 | 66 | 85 |
| Service\tcost | 8 | 12 | — | 1 |
| Interest\tcost | 113 | 139 | 2 | 3 |
| Participant\tcontributions | — | — | — | 1 |
| Plan\tamendments | — | — | — | (6) |
| Net\tactuarial\t(gain)\tloss(1) | 102 | (141) | 3 | (8) |
| Settlements | (1) | — | — | — |
| Benefits\tpaid | (232) | (234) | (4) | (5) |
| Federal\tsubsidy\ton\tMedicare\tPart\tD | — | — | — | — |
| Curtailments | — | (1) | — | — |
| Special\ttermination\tbenefits | 3 | 2 | — | — |
| Exchange\trate\tchanges | (18) | (65) | — | (5) |
| Other | — | 8 | — | — |
| Projected\tbenefit\tobligation\tas\tof\tend\tof\tperiod | 3,610 | 3,635 | 67 | 66 |
| Change\tin\tPlan\tAssets |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tbeginning\tof\tperiod | 2,508 | 2,789 | — | — |
| Actual\treturn\ton\tplan\tassets | 177 | (67) | — | — |
| Employer\tcontributions | 346 | 59 | 4 | 4 |
| Participant\tcontributions | — | — | — | 1 |
| Settlements | (1) | — | — | — |
| Benefits\tpaid(2) | (232) | (234) | (4) | (5) |
| Exchange\trate\tchanges | (14) | (39) | — | — |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tend\tof\tperiod | 2,784 | 2,508 | — | — |
| Funded\tstatus\tas\tof\tend\tof\tperiod | (826) | (1,127) | (67) | (66) |
| Amounts\tRecognized\tin\tthe\tConsolidated\tBalance\tSheets\tConsist\tof: |  |  |  |  |
| Noncurrent\tOther\tassets | 22 | 16 | — | — |
| Current\tOther\tliabilities | (25) | (25) | (5) | (4) |
| Benefit\tobligations | (823) | (1,118) | (62) | (62) |
| Net\tamount\trecognized | (826) | (1,127) | (67) | (66) |
| Amounts\tRecognized\tin\tAccumulated\tOther\tComprehensive\tIncome\tConsist\tof: |  |  |  |  |
| Net\tactuarial\t(gain)\tloss(3) | 18 | 16 | — | — |
| Prior\tservice\t(benefit)\tcost | (1) | (1) | (1) | (4) |
| Net\tamount\trecognized(4) | 17 | 15 | (1) | (4) |

(1) Primarily	relates	to	change	in	discount	rates.

(2) Includes	benefit	payments	to	nonqualified	pension	plans	of	$22	million	and	$22	million	as	of	December	31,	2016	and	2015, respectively.

(3) Relates	to	the	pension	plans	of	the	Company's	equity	method investments.

(4) Amount	shown	net	of	an	income	tax	benefit	of	$4	million	and	$3	million	as	of	December	31,	2016	and	2015,	respectively,	in	the	consolidated	statements	of	equity (Note	17).

The	percentage	of	US	and	international	projected	benefit	obligation	at	the	end	of	the	period	is	as	follows:

|  | Pension	Benefits<br>As	of	December	31, |  | Postretirement	Benefits<br>As	of	December	31, | Postretirement	Benefits<br>As	of	December	31, |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2016 | 2015 |
|  |  | (In\tpercentages) |  |  |
| US\tplans | 85 | 86 | 57 | 61 |
| International\tplans | 15 | 14 | 43 | 39 |
| \tTotal | 100 | 100 | 100 | 100 |

The	percentage	of	US	and	international	fair	value	of	plan	assets	at	the	end	of	the	period	is	as	follows:

|  | Pension	Benefits<br>As	of	December	31, | Pension	Benefits<br>As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\tpercentages) | (In\tpercentages) |
| US\tplans | 88 | 87 |
| International\tplans | 12 | 13 |
| Total | 100 | 100 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Projected\tbenefit\tobligation | 3,559 | 3,588 |
| Fair\tvalue\tof\tplan\tassets | 2,711 | 2,445 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Accumulated\tbenefit\tobligation | 3,538 | 3,570 |
| Fair\tvalue\tof\tplan\tassets | 2,708 | 2,442 |

| The	accumulated	benefit	obligation	for	all	defined	benefit	pension	plans	is	as	follows: |  |  |
| :--- | :--- | :--- |
|  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Accumulated\tbenefit\tobligation | 3,591 | 3,619 |

Beginning	in	2016,	the	Company	adopted	a	full	yield	curve	approach	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit	cost	(Note	2).	The Company's	adoption	of	the	full	yield	curve	approach	reduced	2016	service	and	interest	cost	by	$29	million	as	compared	to	the	previous	single	weighted	average	discount rate	method.

The	components	of	net	periodic	benefit	cost	are	as	follows:

|  |  | Pension	Benefits<br>Year	Ended	December	31, | Pension	Benefits<br>Year	Ended	December	31, |  |  | Postretirement	Benefits<br>Year	Ended	December	31, | Postretirement	Benefits<br>Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 |  | 2015 | 2014 |  | 2016 | 2015 | 2014 |
|  |  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |  |
| Service\tcost | 8 |  | 12 | 11 |  | — | 1 | 1 |
| Interest\tcost | 113 |  | 139 | 168 |  | 2 | 3 | 4 |
| Expected\treturn\ton\tplan\tassets | (177) |  | (209) | (214) |  | — | — | — |
| Amortization\tof\tprior\tservice\tcost\t/\t(credit) | — |  | — | — |  | (3) | — | (83) |
| Recognized\tactuarial\t(gain)\tloss | 101 | (1) | (2)\n134 | 339 | (3) | 2 | (7) | 11 |
| Curtailment\t(gain)\tloss | — |  | (3) | — |  | — | — | — |
| Settlement\t(gain)\tloss | — |  | — | (78) |  | — | — | — |
| Special\ttermination\tbenefit | 3 |  | 2 | — |  | — | — | — |
| Total | 48 |  | 75 | 226 |  | 1 | (3) | (67) |

(1) Includes	a	gain	of	$48	million	reflecting	the	incorporation	of	the	RP-2016	mortality	tables	into	the	actuarial	assumptions	for	the	US	pension plans.

(3) Includes	a	loss	of	$53	million	reflecting	the	incorporation	of	the	RP-2014	mortality	tables	into	the	actuarial	assumptions	for	the	US	pension plans.

Amortization	of	Accumulated	other	comprehensive	income	(loss),	net	into	net	periodic	benefit	cost	in	2017	is	expected	to	be	as	follows:

Expense	relating	to	the	nonqualified	pension	plans	included	in	net	periodic	benefit	cost,	excluding	returns	on	the	assets	held	by	the	nonqualified	trusts,	is	as	follows:

The	principal	weighted	average	assumptions	used	to	determine	net	periodic	benefit	cost	are	as	follows:

|  | Year	Ended	December	31, | Pension	Benefits |  | Year	Ended	December	31, | Postretirement	Benefits |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 |
|  |  |  | (In\tpercentages) |  |  |  |
| Discount\tRate\tObligations |  |  |  |  |  |  |
| US\tplans | 4.2 | 3.9 | 4.7 | 4.0 | 3.7 | 4.3 |
| International\tplans | 2.6 | 2.4 | 3.7 | 3.6 | 3.5 | 4.5 |
| Combined | 4.0 | 3.7 | 4.6 | 3.9 | 3.6 | 4.4 |
| Discount\tRate\tService\tCost(1) |  |  |  |  |  |  |
| US\tplans | 4.5 | 3.9 | 4.7 | 4.2 | 3.7 | 4.3 |
| International\tplans | 3.1 | 2.4 | 3.7 | 3.8 | 3.5 | 4.5 |
| Combined | 3.1 | 3.7 | 4.6 | 3.8 | 3.6 | 4.4 |
| Discount\tRate\tInterest\tCost(1) |  |  |  |  |  |  |
| US\tplans | 3.4 | 3.9 | 4.7 | 3.1 | 3.7 | 4.3 |
| International\tplans | 2.2 | 2.4 | 3.7 | 3.1 | 3.5 | 4.5 |
| Combined | 3.2 | 3.7 | 4.6 | 3.1 | 3.6 | 4.4 |
| Expected\tReturn\ton\tPlan\tAssets |  |  |  |  |  |  |
| US\tplans | 7.5 | 8.0 | 8.5 |  |  |  |
| International\tplans | 6.1 | 6.0 | 6.2 |  |  |  |
| Combined | 7.3 | 7.8 | 8.2 |  |  |  |
| Rate\tof\tCompensation\tIncrease |  |  |  |  |  |  |
| US\tplans | N/A | N/A | 3.0 |  |  |  |
| International\tplans | 2.7 | 2.8 | 2.8 |  |  |  |
| Combined | 2.7 | 2.8 | 3.0 |  |  |  |

(1) Weighted-average	discount	rates	in	2016	reflect	the	adoption	of	the	full	yield	curve approach.

The	Company's	health	care	cost	trend	assumptions	for	US	postretirement	medical	plan's	net	periodic	benefit	cost	are	as	follows:

|  |  | As	of	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  | (In\tpercentages,\texcept\tyear) | (In\tpercentages,\texcept\tyear) |  |
| Health\tcare\tcost\ttrend\trate\tassumed\tfor\tnext\tyear | 9.5 | 10.0 | 7.0 |
| Health\tcare\tcost\ttrend\tultimate\trate | 5.0 | 5.0 | 5.0 |
| Health\tcare\tcost\ttrend\tultimate\trate\tyear | 2026 | 2026 | 2020 |

Assumed	health	care	cost	trend	rates	for	US	postretirement	medical	plans	have	a	significant	effect	on	the	amounts	reported	for	the	health	care	plans.

The	impact	of	a	one	percentage	point	change	in	the	assumed	health	care	cost	trend	is	as	follows:

|  | Trend	Rate	Change | Trend	Rate	Change |
| :--- | :--- | :--- |
|  | Decreases\t1% | Increases\t1% |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Postretirement\tobligations | 2 | 2 |
| Service\tand\tinterest\tcost | — | — |

# Plan	Assets

The	weighted	average	target	asset	allocations	for	the	Company's	pension	plans	in	2016	are	as	follows:

|  | US<br>Plans | International<br>Plans |
| :--- | :--- | :--- |
|  | (In\tpercentages) |  |
| Bonds\t-\tdomestic\tto\tplans | 54 | 58 |
| Equities\t-\tdomestic\tto\tplans | 26 | 16 |
| Equities\t-\tinternational\tto\tplans | 20 | — |
| Other | — | 26 |
| Total | 100 | 100 |

On	average,	the	actual	return	on	the	US	qualified	defined	pension	plans'	assets	over	the	long-term	(20	years)	has	exceeded	the	expected	long-term	rate	of	asset	return assumption.	The	US	qualified	defined	benefit	plans'	actual	return	on	assets	for	the	year	ended	December	31,	2016	was	6.9%	versus	an	expected	long-term	rate	of	asset return	assumption	of	7.5%.	The	expected	long-term	rate	of	asset	return	assumption	used	to	determine	2017	net	periodic	benefit	cost	is	7.5%	for	the	US	qualified	defined benefit	plans.

The	Company's	defined	benefit	plan	assets	are	measured	at	fair	value	on	a	recurring	basis	(Note	2)	as	follows:

Cash	and	Cash	Equivalents:	Foreign	and	domestic	currencies	as	well	as	short	term	securities	are	valued	at	cost	plus	accrued	interest,	which	approximates	fair	value.

Equity	securities,	treasuries	and	corporate	debt:	Valued	at	the	closing	price	reported	on	the	active	market	in	which	the	individual	securities	are	traded.	Automated quotes	are	provided	by	multiple	pricing	services	and	validated	by	the	plan	custodian.	These	securities	are	traded	on	exchanges	as	well	as	in	the	over	the	counter	market.

Registered	Investment	Companies:	Composed	of	various	mutual	funds	and	other	investment	companies	whose	diversified	portfolio	is	comprised	of	foreign	and	domestic equities,	fixed	income	securities,	and	short	term	investments.	Investments	are	valued	at	the	net	asset	value	of	units	held	by	the	plan	at	year-end.

Common/Collective	Trusts:	Composed	of	various	funds	whose	diversified	portfolio	is	comprised	of	foreign	and	domestic	equities,	fixed	income	securities,	and	short term	investments.	Investments	are	valued	at	the	net	asset	value	of	units	held	by	the	plan	at	year-end.

Derivatives:	Derivative	financial	instruments	are	valued	in	the	market	using	discounted	cash	flow	techniques.	These	techniques	incorporate	Level	1	and	Level	2	fair value	measurement	inputs	such	as	interest	rates	and	foreign	currency	exchange	rates.	These	market	inputs	are	utilized	in	the	discounted	cash	flow	calculation	considering the	instrument's	term,	notional	amount,	discount	rate	and	credit	risk.	Significant	inputs	to	the	derivative	valuation	for	interest	rate	swaps,	foreign	currency	forwards	and swaps,	and	options	are	observable	in	the	active	markets	and	are	classified	as	Level	2	in	the	fair	value	measurement	hierarchy.

Mortgage	backed	securities:	Fair	value	is	estimated	based	on	valuations	obtained	from	third-party	pricing	services	for	identical	or	comparable	assets.	Mortgage	Backed Securities	are	traded	in	the	over	the	counter	broker/dealer	market.

Insurance	contracts:	Valued	at	contributions	made,	plus	earnings,	less	participant	withdrawals	and	administrative	expenses,	which	approximates	fair	value.

Short-term	investment	funds:	Composed	of	various	funds	whose	portfolio	is	comprised	of	foreign	and	domestic	currencies	as	well	as	short-term	securities.	Investments are	valued	at	the	net	asset	value	of	units	held	by	the	plan	at	year-end.

Other:	Composed	of	real	estate	investment	trust	common	stock	valued	at	closing	price	as	reported	on	the	active	market	in	which	the	individual	securities	are	traded.

# Fair	Value	Measurement

|  | Quoted	Prices	in | Quoted	Prices	in | Significant | Significant |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Active\tMarkets |  | Other | Other |  |  |
|  | for\tIdentical |  | Observable | Observable |  |  |
|  | Assets\n(Level\t1) |  | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Total | Total |
|  |  |  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |  |  |
|  | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 |
|  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |
| Assets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | 2 | 4 | — | — | 2 | 4 |
| Derivatives |  |  |  |  |  |  |
| Swaps | — | — | 2 | 25 | 2 | 25 |
| Other | — | — | — | — | — | — |
| Equity\tsecurities |  |  |  |  |  |  |
| US\tcompanies | 260 | 241 | — | — | 260 | 241 |
| International\tcompanies | 345 | 327 | — | — | 345 | 327 |
| Fixed\tincome |  |  |  |  |  |  |
| Corporate\tdebt | — | — | 798 | 692 | 798 | 692 |
| Treasuries,\tother\tdebt | 37 | 25 | 793 | 742 | 830 | 767 |
| Mortgage\tbacked\tsecurities | — | — | 7 | 5 | 7 | 5 |
| Insurance\tcontracts | — | — | 31 | 32 | 31 | 32 |
| Other | 24 | 18 | — | — | 24 | 18 |
| Total\tinvestments,\tat\tfair\tvalue(1) | 668 | 615 | 1,631 | 1,496 | 2,299 | 2,111 |
| Liabilities |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Swaps | — | — | 2 | 25 | 2 | 25 |
| Other | — | — | 1 | — | 1 | — |
| Total\tliabilities | — | — | 3 | 25 | 3 | 25 |
| Total\tnet\tassets(2) | 668 | 615 | 1,628 | 1,471 | 2,296 | 2,086 |

(1) In	accordance	with	ASU	2015-07	(Note	2),	certain	investments	that	are	measured	at	fair	value	using	the	NAV	per	share	practical	expedient	have	not	been	classified in	the	fair	value	hierarchy.	Total	investments,	at	fair	value,	for	the	year	ended	December	31,	2016	excludes	investments	in	common/collective	trusts,	registered investment	companies	and	short-term	investment	funds	with	fair	values	of	$195	million,	$134	million	and	$149	million,	respectively.	Total	investments,	at	fair value,	for	the	year	ended	December	31,	2015	excludes	investments	in	common/collective	trusts,	registered	investment	companies	and	short-term	investment	funds with	fair	values	of	$251	million,	$117	million	and	$43	million,	respectively.

(2) Total	net	assets	excludes	non-financial	plan	receivables	and	payables	of	$20	million	and	$10	million,	respectively,	as	of	December	31,	2016	and	$25	million	and $14	million,	respectively,	as	of	December	31,	2015.	Non-financial	items	include	due	to/from	broker,	interest	receivables	and	accrued	expenses.

# Benefit	obligation	funding	is	as	follows:

(1) Payments	are	expected	to	be	made	primarily	from	plan assets.

(2) Payments	are	expected	to	be	made	primarily	from	Company assets.

# 16.	Environmental

The	Company	is	subject	to	environmental	laws	and	regulations	worldwide	that	impose	limitations	on	the	discharge	of	pollutants	into	the	air	and	water,	establish standards	for	the	treatment,	storage	and	disposal	of	solid	and	hazardous	wastes,	and	impose	record	keeping	and	notification	requirements.	Failure	to	timely	comply	with these	laws	and	regulations	may	expose	the	Company	to	penalties.	The	Company	believes	that	it	is	in	substantial	compliance	with	all	applicable	environmental	laws	and regulations	and	engages	in	an	on	going	process	of	updating	its	controls	to	mitigate	compliance	risks.	The	Company	is	also	subject	to	retained	environmental	obligations specified	in	various	contractual	agreements	arising	from	the	divestiture	of	certain	businesses	by	the	Company	or	one	of	its	predecessor	companies.

The	components	of	environmental	remediation	reserves	are	as	follows:

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Demerger\tobligations\t(Note\t24) | 18 | 22 |
| Divestiture\tobligations\t(Note\t24) | 16 | 17 |
| Active\tsites | 16 | 18 |
| US\tSuperfund\tsites | 11 | 13 |
| Other\tenvironmental\tremediation\treserves | 3 | 2 |
| Total | 64 | 72 |

# Remediation

Due	to	its	industrial	history	and	through	retained	contractual	and	legal	obligations,	the	Company	has	the	obligation	to	remediate	specific	areas	on	its	own	sites	as	well	as on	divested,	demerger,	orphan	or	US	Superfund	sites	(as	defined	below).	In	addition,	as	part	of	the	demerger	agreement	between	the	Company	and	Hoechst	AG ("Hoechst"),	a	specified	portion	of	the	responsibility	for	environmental	liabilities	from	a	number	of	Hoechst	divestitures	was	transferred	to	the	Company	(Note	24).	The Company	provides	for	such	obligations	when	the	event	of	loss	is	probable	and	reasonably	estimable.	The	Company	believes	that	environmental	remediation	costs	will not	have	a	material	adverse	effect	on	the	financial	position	of	the	Company,	but	may	have	a	material	adverse	effect	on	the	results	of	operations	or	cash	flows	in	any given	period.

The	Company	did	not	record	any	insurance	recoveries	during	2016	or	have	any	receivables	for	insurance	recoveries	related	to	these	matters	as	of	December	31,	2016.	As of	December	31,	2016	and	2015,	there	were	receivables	of	$2	million	and	$4	million,	respectively,	from	the	former	owner	of	the	Company's	Spondon,	Derby,	United Kingdom	acetate	flake,	tow	and	film	business,	which	was	acquired	in	2007.

# German	InfraServ	Entities

The	Company's	InfraServ	Entities	(Note	9)	are	liable	for	any	residual	contamination	and	other	pollution	because	they	own	the	real	estate	on	which	the	individual facilities	operate.	In	addition,	Hoechst,	and	its	legal	successors,	as	the	responsible	party	under	German	public	law,	is	liable	to	third	parties	for	all	environmental	damage that	occurred	while	it	was	still	the	owner	of	the	plants	and	real	estate	(Note	24).	The	contribution	agreements	entered	into	in	1997	between	Hoechst	and	the	respective operating	companies,	as	part	of	the	divestiture	of	these	companies,	provide	that	the	operating	companies	will	indemnify	Hoechst,	and	its	legal	successors,	against environmental	liabilities	resulting	from	the	transferred	businesses.	Additionally,	the	InfraServ	Entities	have	agreed	to	indemnify	Hoechst,	and	its	legal	successors, against	any	environmental	liability	arising	out	of	or	in	connection	with	environmental	pollution	of	any	site.

The	InfraServ	partnership	agreements	provide	that,	as	between	the	partners,	each	partner	is	responsible	for	any	contamination	caused	predominantly	by	such	partner. Any	liability,	which	cannot	be	attributed	to	an	InfraServ	partner	and	for	which	no	third	party	is	responsible,	is	required	to	be	borne	by	the	InfraServ	partnership.	Also, under	lease	agreements	entered	into	by	an	InfraServ	partner	as	landlord,	the	tenants	agreed	to	pay	certain	remediation	costs	on	a	pro	rata	basis.

If	an	InfraServ	partner	defaults	on	its	respective	indemnification	obligations	to	eliminate	residual	contamination,	the	owners	of	the	remaining	participation	in	the InfraServ	companies	have	agreed	to	fund	such	liabilities,	subject	to	a	number	of	limitations.	To	the	extent	that	any	liabilities	are	not	satisfied	by	either	the	InfraServ Entities	or	their	owners,	these	liabilities	are	to	be	borne	by	the	Company	in	accordance	with	the	demerger	agreement.	However,	Hoechst,	and	its	legal	successors,	will reimburse	the	Company	for	two-thirds	of	any	such	costs.	Likewise,	in	certain	circumstances	the	Company	could	be	responsible	for	the	elimination	of	residual contamination	on	several	sites	that	were	not	transferred	to	InfraServ	companies,	in	which	case	Hoechst,	and	its	legal	successors,	must	also	reimburse	the	Company	for two-thirds	of	any	costs	so	incurred.

The	Company's	ownership	interest	and	environmental	liability	participation	percentages	for	such	liabilities,	which	cannot	be	attributed	to	an	InfraServ	partner	are	as follows:

|  | As	of	December	31,	2016 | As	of	December	31,	2016 |  |
| :--- | :--- | :--- | :--- |
|  | Ownership | Liability | Reserves(1) |
|  | (In\tpercentages) |  | (In\t$\tmillions) |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | 39 | 10 | 10 |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG | 32 | 40 | 62 |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | 27 | 22 | 1 |

(1) Gross	reserves	maintained	by	the	respective	InfraServ	entity.

# US	Superfund	Sites

In	the	US,	the	Company	may	be	subject	to	substantial	claims	brought	by	US	federal	or	state	regulatory	agencies	or	private	individuals	pursuant	to	statutory	authority	or common	law.	In	particular,	the	Company	has	a	potential	liability	under	the	US	Federal	Comprehensive	Environmental	Response,	Compensation	and	Liability	Act	of 1980,	as	amended,	and	related	state	laws	(collectively	referred	to	as	"Superfund")	for	investigation	and	cleanup	costs	at	certain	sites.	At	most	of	these	sites,	numerous companies,	including	the	Company,	or	one	of	its	predecessor	companies,	have	been	notified	that	the	US	Environmental

Protection	Agency	("EPA"),	state	governing	bodies	or	private	individuals	consider	such	companies	to	be	potentially	responsible	parties	("PRP")	under	Superfund	or related	laws.	The	proceedings	relating	to	these	sites	are	in	various	stages.	The	cleanup	process	has	not	been	completed	at	most	sites,	and	the	status	of	the	insurance coverage	for	some	of	these	proceedings	is	uncertain.	Consequently,	the	Company	cannot	accurately	determine	its	ultimate	liability	for	investigation	or	cleanup	costs	at these	sites.

As	events	progress	at	each	site	for	which	it	has	been	named	a	PRP,	the	Company	accrues,	as	appropriate,	a	liability	for	site	cleanup.	Such	liabilities	include	all	costs	that are	probable	and	can	be	reasonably	estimated.	In	establishing	these	liabilities,	the	Company	considers	its	shipment	of	waste	to	a	site,	its	percentage	of	total	waste shipped	to	the	site,	the	types	of	wastes	involved,	the	conclusions	of	any	studies,	the	magnitude	of	any	remedial	actions	that	may	be	necessary	and	the	number	and viability	of	other	PRPs.	Often	the	Company	joins	with	other	PRPs	to	sign	joint	defense	agreements	that	settle,	among	PRPs,	each	party's	percentage	allocation	of	costs	at the	site.	Although	the	ultimate	liability	may	differ	from	the	estimate,	the	Company	routinely	reviews	the	liabilities	and	revises	the	estimate,	as	appropriate,	based	on	the most	current	information	available.

One	such	site	is	the	Diamond	Alkali	Superfund	Site,	which	is	comprised	of	a	number	of	sub-sites,	including	the	Lower	Passaic	River	Study	Area,	which	is	the	lower	17- mile	stretch	of	the	Passaic	River	("Lower	Passaic	River	Site"),	and	the	Newark	Bay	Area.	The	Company	and	70	other	companies	are	parties	to	a	May	2007 Administrative	Order	on	Consent	with	the	EPA	to	perform	a	Remedial	Investigation/Feasibility	Study	("RI/FS")	at	the	Lower	Passaic	River	Site	in	order	to	identify	the levels	of	contaminants	and	potential	cleanup	actions,	including	the	potential	migration	of	contaminants	between	the	Lower	Passaic	River	Site	and	the	Newark	Bay	Area. Work	on	the	RI/FS	is	ongoing,	with	a	goal	to	complete	it	in	2018.

On	March	3,	2016,	the	EPA	issued	its	final	Record	of	Decision	concerning	the	remediation	of	the	lower	8.3	miles	of	the	Lower	Passaic	River	Site	("Lower	8.3	Miles"). The	Company	owned	and/or	operated	facilities	in	the	vicinity	of	the	Lower	8.3	Miles,	but	has	found	no	evidence	that	it	contributed	any	of	the	primary	contaminants	of concern	to	the	Passaic	River.	Pursuant	to	the	EPA's	Record	of	Decision,	the	Lower	8.3	Miles	must	be	dredged	bank	to	bank	and	an	engineered	cap	must	be	installed	at an	EPA	estimated	cost	of	approximately	$1.4	billion.	The	Company	is	vigorously	defending	this	matter	and	currently	believes	that	its	ultimate	allocable	share	of	the cleanup	costs	with	respect	to	the	Lower	Passaic	River	Site,	estimated	at	less	than	1%,	will	not	be	material.

# 17.	Stockholders'	Equity

# Common	Stock

The	Company's	Board	of	Directors	follows	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	the	Company's	Common Stock,	unless	the	Company's	Board	of	Directors,	in	its	sole	discretion,	determines	otherwise.

The	Company's	Board	of	Directors	approved	increases	in	the	Company's	Common	Stock	cash	dividend	rates	as	follows:

|  | Increase | Quarterly	Common<br>Stock	Cash	Dividend | Annual	Common<br>Stock	Cash	Dividend | Effective	Date |
| :--- | :--- | :--- | :--- | :--- |
|  | (In\tpercentages) | (In\t$\tper\tshare) | (In\t$\tper\tshare) |  |
| April\t2014 | 39 | 0.25 | 1.00 | May\t2014 |
| April\t2015 | 20 | 0.30 | 1.20 | May\t2015 |
| April\t2016 | 20 | 0.36 | 1.44 | May\t2016 |

On	February	9,	2017,	the	Company	declared	a	quarterly	cash	dividend	of	$0.36	per	share	on	its	Common	Stock	amounting	to	$51	million.	The	cash	dividend	is	for	the period	from	November	1,	2016	to	January	31,	2017	and	will	be	paid	on	March	3,	2017	to	holders	of	record	as	of	February	21,	2017.

# Treasury	Stock

The	Company's	Board	of	Directors	authorizes	repurchases	of	Common	Stock	from	time	to	time.	These	authorizations	give	management	discretion	in	determining	the timing	and	conditions	under	which	shares	may	be	repurchased.	This	repurchase	program	does	not	have	an	expiration	date.

The	share	repurchase	activity	pursuant	to	this	authorization	is	as	follows:

|  |  | Year	Ended	December	31, | Year	Ended	December	31, |  | Total	From |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 |  | 2014 | February\t2008\nThrough\nDecember\t31,\t2016 |
| Shares\trepurchased | 7,034,420 | 6,640,601 | (1) | 4,338,488 | 34,342,216 |
| Average\tpurchase\tprice\tper\tshare | $71.08 | $63.31 |  | $57.61 | $53.44 |
| Amount\tspent\ton\trepurchased\tshares\t(in\tmillions) | $500 | $420 |  | $250 | $1,835 |
| Aggregate\tBoard\tof\tDirectors\trepurchase\tauthorizations\tduring\tthe\tperiod\t(in\nmillions)(2) | $— | $1,000 |  | $473 | $2,366 |

(1) The	year	ended	December	31,	2015	excludes	9,264	shares	withheld	from	an	executive	officer	to	cover	statutory	minimum	withholding	requirements	for	personal income	taxes	related	to	the	vesting	of	restricted	stock.	Restricted	stock	awards	are	considered	outstanding	at	the	time	of	issuance.	Accordingly,	the	shares	withheld are	treated	as	treasury	shares.

(2) These	authorizations	give	management	discretion	in	determining	the	timing	and	conditions	under	which	shares	may	be	repurchased.	This	repurchase	program	began in	February	2008	and	does	not	have	an	expiration	date.

The	purchase	of	treasury	stock	reduces	the	number	of	shares	outstanding.	The	repurchased	shares	may	be	used	by	the	Company	for	compensation	programs	utilizing	the Company's	stock	and	other	corporate	purposes.	The	Company	accounts	for	treasury	stock	using	the	cost	method	and	includes	treasury	stock	as	a	component	of stockholders'	equity.

# Other	Comprehensive	Income	(Loss),	Net

|  |  | 2016 |  |  | 2015 |  |  | 2014 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Gross\nAmount | Income\nTax\n(Provision)\nBenefit | Net\nAmount | Gross\nAmount | Income\nTax\n(Provision)\nBenefit | Net\nAmount | Gross\nAmount | Income\nTax\n(Provision)\nBenefit | Net\nAmount |
|  |  |  |  |  | (In\t$\tmillions) |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\nmarketable\tsecurities | — | — | — | — | — | — | — | 1 | 1 |
| Foreign\tcurrency\ttranslation | (22) | 11 | (11) | (193) | 5 | (188) | (188) | 40 | (148) |
| Gain\t(loss)\ton\tcash\tflow\thedges | 5 | — | 5 | 3 | (1) | 2 | — | 40 | 40 |
| Pension\tand\tpostretirement\nbenefits | (5) | 1 | (4) | 4 | (1) | 3 | (84) | 30 | (54) |
| Total | (22) | 12 | (10) | (186) | 3 | (183) | (272) | 111 | (161) |

Adjustments	to	Accumulated	other	comprehensive	income	(loss),	net,	are	as	follows:

(1) Includes	$3	million	and	$1	million	of	special	termination	benefits	included	in	Benefit	obligations	in	the	consolidated	balance	sheet	as	of	December	31,	2016	and 2015,	respectively.

During	the	year	ended	December	31,	2016,	the	Company	recorded	$11	million	of	employee	termination	benefits	primarily	related	to	the	Company's	ongoing	efforts	to align	its	businesses	around	its	core	value	drivers.

During	the	year	ended	December	31,	2015,	the	Company	recorded	$21	million	of	employee	termination	benefits	related	to	the	Company's	ongoing	efforts	to	align	its businesses	around	its	core	value	drivers.	In	addition,	the	Company	recorded	$24	million	of	employee	termination	benefits	related	to	a	50%	capacity	reduction	at	its Lanaken,	Belgium	acetate	tow	facility	(Note	4).

In	addition,	during	the	year	ended	December	31,	2015,	the	Company	recorded	$6	million	of	employee	termination	benefits	and	$1	million	of	long-lived	asset	impairment losses	related	to	the	closure	of	its	VAE	emulsions	facility	in	Tarragona,	Spain	(Note	4).	In	addition,	the	Company	recorded	$1	million	of	employee	termination	benefits and	$1	million	of	long-lived	asset	impairment	losses	related	to	the	closure	of	its	VAE	emulsions	facility	in	Meredosia,	Illinois	(Note	4).	The	long-lived	asset	impairment losses	related	to	both	VAE	facilities	were	measured	at	the	dates	of	impairment	to	write-off	the	related	property,	plant	and	equipment	at	each	facility	(Note	2	and	Note	4).

During	the	three	months	ended	December	31,	2015,	the	Company	determined	its	ethanol	production	unit	at	its	acetyl	facility	in	Nanjing,	China	should	be	assessed	for impairment	based	on	market	conditions	affecting	demand	for	ethanol	and	downstream	products,	the	cost	to	operate	the	unit	and	contractual	obligations.	As	a	result,	the Company	concluded	that	certain	long-lived	ethanol	related	assets	were	fully	impaired.	Accordingly,	the	Company	recorded	long-lived	asset	impairment	losses, measured	at	the	date	of	impairment	(Note	2),	of	$123	million	to	fully	write-off	certain	ethanol	related	assets.	The	Nanjing,	China	asset	impairment	is	included	in	the Company's	Acetyl	Intermediates	segment.

In	December	2015,	the	Company	made	a	payment	terminating	an	existing	agreement	with	a	raw	materials	supplier	in	Singapore	and	recognized	a	$174	million	charge, which	reflects	a	discounted	amount	previously	owed	under	that	contract.	This	termination	payment	was	determined	not	to	have	future	economic	benefit,	and	the contract's	original	terms	substantially	contributed	to	cumulative	losses	which	resulted	in	a	full	impairment	of	the	production	assets	in	2013.	This	charge	is	recorded	in Other	(charges)	gains	net,	which	is	included	in	the	Company's	Acetyl	Intermediates	segment.

During	the	year	ended	December	31,	2014,	the	Company	received	consideration	of	$8	million	in	connection	with	the	settlement	of	a	claim	against	a	bankrupt	supplier. The	Company	also	recorded	$12	million	of	damages	in	connection	with	the	settlement	of	a	claim	by	a	raw	materials	supplier.	These	commercial	dispute	resolutions	are included	in	the	Acetyl	Intermediates	segment.	In	addition,	the	Company	recovered	$15	million	from	an	arbitration	award	against	a	former	utility	operator	at	its	cellulose derivatives	manufacturing	facility	in	Narrows,	Virginia,	which	is	included	in	the	Consumer	Specialties	segment.

During	the	year	ended	December	31,	2014	the	Company	recorded	$4	million	of	employee	termination	benefits	related	to	the	closure	of	its	acetic	anhydride	facility	in Roussillon,	France	and	its	vinyl	acetate	monomer	("VAM")	facility	in	Tarragona,	Spain.	In	addition,	the	Company	recorded	$2	million	of	contract	termination adjustments	related	to	the	closure	of	its	VAM	facility	in	Tarragona,	Spain.

# The	changes	in	the	restructuring	reserves	by	business	segment	are	as	follows:

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Employee\tTermination\tBenefits |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2014 | 4 | 1 | 1 | 5 | 3 | 14 |
| Additions | 7 | 25 | 9 | 2 | 9 | 52 |
| Cash\tpayments | (4) | (12) | (4) | (5) | (3) | (28) |
| Other\tchanges | (3) | — | — | — | (3) | (6) |
| Exchange\trate\tchanges | (1) | — | — | (1) | — | (2) |
| As\tof\tDecember\t31,\t2015 | 3 | 14 | 6 | 1 | 6 | 30 |
| Additions | 2 | 2 | 2 | 1 | 3 | 10 |
| Cash\tpayments | (3) | (6) | (6) | (1) | (5) | (21) |
| Other\tchanges | (1) | — | — | — | (1) | (2) |
| Exchange\trate\tchanges | — | (1) | — | — | — | (1) |
| As\tof\tDecember\t31,\t2016 | 1 | 9 | 2 | 1 | 3 | 16 |
| Other\tPlant/Office\tClosures |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2014 | — | — | — | 7 | — | 7 |
| Additions | — | — | — | — | — | — |
| Cash\tpayments | — | — | — | (6) | — | (6) |
| Other\tchanges | — | — | — | — | — | — |
| Exchange\trate\tchanges | — | — | — | (1) | — | (1) |
| As\tof\tDecember\t31,\t2015 | — | — | — | — | — | — |
| Additions | — | — | — | — | — | — |
| Cash\tpayments | — | — | — | — | — | — |
| Other\tchanges | — | — | — | — | — | — |
| Exchange\trate\tchanges | — | — | — | — | — | — |
| As\tof\tDecember\t31,\t2016 | — | — | — | — | — | — |
| Total | 1 | 9 | 2 | 1 | 3 | 16 |

# Income	Tax	Provision

Earnings	(loss)	from	continuing	operations	before	tax	by	jurisdiction	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| US | 326 | 231 | 534 |
| International(1) | 704 | 257 | 407 |
| Total | 1,030 | 488 | 941 |

(1) Includes	aggregate	earnings	generated	by	operations	in	Bermuda,	Luxembourg,	the	Netherlands	and	Hong	Kong	of	$621	million,	$330	million	and	$308	million	for the	years	ended	December	31,	2016,	2015	and	2014,	respectively,	which	have	an	aggregate	effective	income	tax	rate	of	1.9%,	6.1%	and	4.8%	for	each	year, respectively.

The	income	tax	provision	(benefit)	consists	of	the	following:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Current |  |  |  |
| US | (22) | 28 | 108 |
| International | 60 | 152 | 56 |
| Total | 38 | 180 | 164 |
| Deferred |  |  |  |
| US | 108 | 54 | 156 |
| International | (24) | (33) | (6) |
| Total | 84 | 21 | 150 |
| Total | 122 | 201 | 314 |

A	reconciliation	of	the	significant	differences	between	the	US	federal	statutory	tax	rate	of	35%	and	the	effective	income	tax	rate	on	income	from	continuing	operations is	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Income\ttax\tprovision\tcomputed\tat\tUS\tfederal\tstatutory\ttax\trate | 361 | 171 | 329 |
| Change\tin\tvaluation\tallowance | (18) | 124 | 49 |
| Equity\tincome\tand\tdividends | (60) | (33) | (50) |
| (Income)\texpense\tnot\tresulting\tin\ttax\timpact,\tnet | (152) | (32) | (34) |
| US\ttax\teffect\tof\tforeign\tearnings\tand\tdividends | 302 | 15 | 49 |
| Foreign\ttax\tcredits | (293) | (4) | (34) |
| Other\tforeign\ttax\trate\tdifferentials | (44) | (41) | (33) |
| Tax-deductible\tinterest\ton\tforeign\tequity\tinvestments\tand\tother\trelated\titems | — | — | 12 |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 8 | 6 | 9 |
| Other,\tnet | 18 | (5) | 17 |
| Income\ttax\tprovision\t(benefit) | 122 | 201 | 314 |
| Effective\tincome\ttax\trate | 12% | 41% | 33% |

Federal	and	state	income	taxes	have	not	been	provided	on	accumulated	but	undistributed	earnings	of	$4.3	billion	as	of	December	31,	2016	as	such	earnings	have	been permanently	reinvested	in	the	business	or	may	be	remitted	substantially	free	of	incremental	US	federal	tax	liability.	The	determination	of	the	amount	of	the	unrecognized deferred	tax	liability	related	to	the	undistributed	earnings	is	not	practicable.

The	lower	effective	tax	rate	for	the	year	ended	December	31,	2016	is	primarily	attributable	to	the	release	of	valuation	allowances	in	foreign	jurisdictions	due	to	internal restructuring	in	Canada,	improved	operating	results	in	China	and	settlement	of	uncertain	tax	positions	and	technical	clarifications	in	Germany	and	the	US.	The	higher effective	rate	for	the	year	ended	December	31,	2015	was	due	to	increased	losses	in	jurisdictions	with	no	tax	benefit.	The	increased	losses	primarily	related	to	a $123	million	long-lived	asset	impairment	recorded	to	fully	write-off	certain	ethanol	related	assets	at	the	Company's	acetyl	facility	in	Nanjing,	China	and	a	$174	million charge	related	to	the	termination	of	a	raw	materials	contract	with	a	supplier	in	Singapore	(Note	18).	These	losses	without	tax	benefit	impacted	2015,	but	did	not	recur	in 2016.	The	tax	impact	of	these	events	was	partially	offset	by	decreases	in	uncertain	tax	positions	of	$29	million	due	to	audit	closures	and	technical	jurisdictional clarifications.

In	February	2015,	the	Company	established	a	centralized	European	headquarters	for	the	purpose	of	improving	the	operational	efficiencies	and	profitability	of	its European	operations	and	certain	global	product	lines.	These	activities	directly	impacted	the	Company's	mix	of	earnings	and	product	flows	and	resulted	in	net	favorable tax	rate	impacts	in	the	jurisdictions	in	which	the	Company	operates.	These	impacts	have	been	reflected	in	(Income)	expense	not	resulting	in	tax	impact,	net	and	Other foreign	tax	rate	differentials	included	in	the	reconciliation	of	the	significant	differences	between	the	US	federal	statutory	tax	rate	and	the	effective	income	tax	rate.

# Deferred	Income	Taxes

Deferred	income	taxes	reflect	the	net	tax	effects	of	temporary	differences	between	the	carrying	amounts	of	assets	and	liabilities	for	financial	reporting	purposes	and	the amounts	used	for	income	tax	purposes.	Significant	components	of	the	consolidated	deferred	tax	assets	and	liabilities	are	as	follows:

| Pension	and	postretirement	obligations | 313 | 434 |
| :--- | :--- | :--- |
| Accrued\texpenses | 61 | 40 |
| Inventory | 11 | 14 |
| Net\toperating\tloss | 661 | 683 |
| Tax\tcredit\tcarryforwards | 136 | 88 |
| Other | 161 | 202 |
| Subtotal | 1,343 | 1,461 |
| Valuation\tallowance(1) | (386) | (448) |
| Total | 957 | 1,013 |
| Deferred\tTax\tLiabilities(2) |  |  |
| Depreciation\tand\tamortization | 366 | 380 |
| Investments\tin\taffiliates | 475 | 395 |
| Other | 87 | 114 |
| Total | 928 | 889 |
| Net\tdeferred\ttax\tassets\t(liabilities) | 29 | 124 |

(1) Includes	deferred	tax	asset	valuation	allowances	for	the	Company's	deferred	tax	assets	in	the	US,	Luxembourg,	Spain,	China,	Singapore,	the	United	Kingdom, Canada	and	France.	These	valuation	allowances	relate	primarily	to	net	operating	loss	carryforward	benefits	and	other	net	deferred	tax	assets,	all	of	which	may	not be	realizable.

(2) Includes	deferred	tax	liabilities	from	the	acquisition	of	SOFTER	(Note

For	the	year	ended	December	31,	2016,	the	valuation	allowance	decreased	by	$62	million	primarily	due	to	internal	restructuring	in	Canada,	improved	operating	results	in China,	foreign	currency	fluctuation	and	net	operating	loss	adjustments	and	expirations.

# Net	Operating	Loss	Carryforwards

As	of	December	31,	2016,	the	Company	has	US	federal	net	operating	loss	carryforwards	of	$36	million	that	are	subject	to	limitation.	These	net	operating	loss carryforwards	begin	to	expire	in	2021.	At	December	31,	2016,	the	Company	also	had	state	net	operating	loss	carryforwards,	net	of	federal	tax	impact,	of	$54	million,	$50 million	of	which	are	offset	by	a	valuation	allowance	due	to	uncertain	recoverability.	The	Company	also	has	foreign	net	operating	loss	carryforwards	as	of	December	31, 2016	of	$2.3	billion	primarily	for	Luxembourg,	Spain,	Canada,	China,	Singapore	and	the	United	Kingdom,	with	various	expiration	dates.	Net	operating	loss carryforwards	of	$418	million	in	China	are	set	to	expire	beginning	in	2017	through	2021.	Net	operating	losses	in	most	other	foreign	jurisdictions	do	not	have	an expiration	date.

# Uncertain	Tax	Positions

Activity	related	to	uncertain	tax	positions	is	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| As\tof\tthe\tbeginning\tof\tthe\tyear | 158 | 228 | 244 |
| Increases\tin\ttax\tpositions\tfor\tthe\tcurrent\tyear | 9 | 13 | 7 |
| Increases\tin\ttax\tpositions\tfor\tprior\tyears(1) | 11 | 76 | 24 |
| Decreases\tin\ttax\tpositions\tfor\tprior\tyears | (9) | (126) | (46) |
| Decreases\tdue\tto\tsettlements | (55) | (33) | (1) |
| As\tof\tthe\tend\tof\tthe\tyear | 114 | 158 | 228 |
| Total\tuncertain\ttax\tpositions\tthat\tif\trecognized\twould\timpact\tthe\teffective\ttax\trate | 87 | 144 | 245 |
| Total\tamount\tof\tinterest\texpense\t(benefit)\tand\tpenalties\trecognized\tin\tthe\tconsolidated\tstatements\tof\noperations(2) | (16) | (12) | 2 |
| Total\tamount\tof\tinterest\texpense\tand\tpenalties\trecognized\tin\tthe\tconsolidated\tbalance\tsheets | 26 | 43 | 67 |

(1) Includes	uncertain	tax	positions	related	to	the	SOFTER	acquisition	(Note	4)	of	$19	million	for	the	year	ended	December	31, 2016.

(2) This	amount	reflects	interest	on	uncertain	tax	positions	and	release	of	certain	tax	positions	as	a	result	of	audit	closure	that	was	reflected	in	the	consolidated statements	of	operations.	In	addition,	for	the	years	ended	December	31,	2016	and	2015,	the	Company	also	paid	an	additional	$1	million	and	$12	million, respectively,	of	previously	accrued	amounts	due	to	settlements	of	tax	examinations.

The	Company	primarily	operates	in	the	US,	Germany,	Belgium,	Canada,	China,	Mexico	and	Singapore.	Examinations	are	ongoing	in	a	number	of	these	jurisdictions. The	Company's	US	tax	returns	for	the	years	2009	through	2012	are	currently	under	audit	by	the	US	Internal	Revenue	Service.	Outside	of	the	US,	the	Company's	German tax	returns	for	the	years	2008	through	2010	are	under	audit	as	well	as	certain	of	the	Company's	other	subsidiaries	within	their	respective	jurisdictions.

The	decrease	in	uncertain	tax	positions	for	the	year-ended	December	31,	2016	is	primarily	due	to	audit	closures	and	technical	judicial	clarifications.	It	is	reasonably possible	that	a	further	change	in	the	unrecognized	tax	benefits	may	occur	within	the	next	twelve	months	related	to	the	settlement	of	one	or	more	of	these	audits.

In	connection	with	the	Company's	US	federal	income	tax	audit	for	2009	and	2010,	the	Company	has	received	$192	million	of	proposed	pre-tax	adjustments	related	to various	intercompany	charges.	In	the	event	the	Company	is	wholly	unsuccessful	in	its	defense,	an	actual	tax	assessment	would	result	in	the	consumption	of	up	to	$67 million	of	prior	foreign	tax	credit	carryforwards.	The	Company	believes	these	proposed	adjustments	to	be	without	merit	and	is	vigorously	defending	its	position.

# 20.	Management	Compensation	Plans

# General	Plan	Description

The	Company	issues	stock-based	awards	under	its	2009	GIP,	which	enables	the	compensation	committee	of	the	Board	of	Directors	to	award	incentive	and	nonqualified stock	options,	stock	appreciation	rights,	shares	of	Common	Stock,	restricted	stock	awards,	RSUs	and	incentive	bonuses	(which	may	be	paid	in	cash	or	stock	or	a combination	thereof),	any	of	which	may	be	performance-based,	with	vesting	and	other	award	provisions	that	provide	effective	incentive	to	Company	employees (including	officers),	non-management	directors	and	other	service	providers.

Total	shares	available	for	awards	and	total	shares	subject	to	outstanding	awards	are	as	follows:

|  | As	of	December	31,	2016 | As	of	December	31,	2016 |
| :--- | :--- | :--- |
|  | Shares\nAvailable\tfor\nAwards | Shares\nSubject\tto\nOutstanding\nAwards |
| 2009\tGIP | 5,429,360 | 1,798,343 |
| 2004\tStock\tIncentive\tPlan | — | 12,500 |

(1) No	RSUs	remain	outstanding	under	the	2004	Stock	Incentive

The	Company	realized	income	tax	benefits	from	stock	option	exercises	and	RSU	vestings	as	follows:

A	summary	of	changes	in	nonvested	performance-based	RSUs	outstanding	is	as	follows:

(1) Represents	additional	performance-based	RSU	grants	in	2013	and	2014	that	were	awarded	in	2016	as	a	result	of	achieving	internal	profitability targets.

The	fair	value	of	shares	vested	for	performance-based	RSUs	is	as	follows:

As	of	December	31,	2016,	there	was	$35	million	of	unrecognized	compensation	cost	related	to	RSUs,	excluding	actual	forfeitures,	which	is	expected	to	be	recognized over	a	weighted	average	period	of	two	years.

Future	minimum	lease	payments	under	non-cancelable	rental	and	lease	agreements,	which	have	initial	or	remaining	terms	in	excess	of	one	year	are	as	follows:

The	Company	expects	that,	in	the	normal	course	of	business,	leases	that	expire	will	be	renewed	or	replaced	by	other	leases.

Rent	expense	recorded	under	all	operating	leases	is	as	follows:

| The	Company	expects	that,	in	the	normal	course	of	business,	leases	that	expire	will	be	renewed	or	replaced	by	other	leases. |  |  |  |
| :--- | :--- | :--- | :--- |
| Rent\texpense\trecorded\tunder\tall\toperating\tleases\tis\tas\tfollows: |  |  |  |
|  |  | Year\tEnded\tDecember\t31, |  |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Total | 154 | 154 | 161 |

# 22.	Derivative	Financial	Instruments

# Cash	Flow	Hedges

# Cross-currency	Swaps

In	March	2015,	the	Company	settled	its	cross-currency	swap	agreements	with	notional	values	of	$250	million/€193	million,	expiring	on	September	11,	2020,	and	$225 million/€162	million,	expiring	on	April	17,	2019,	in	exchange	for	cash	of	$88	million.	The	Company	classifies	cash	flows	from	derivative	instruments	designated	as	cash flow	hedges	in	the	same	category	of	the	consolidated	statement	of	cash	flows	as	the	cash	flows	from	the	items	being	hedged.	Accordingly,	the	settlement	of	the	cross- currency	swap	agreements	was	included	in	Net	cash	provided	by	(used	in)	operating	activities	in	the	consolidated	statement	of	cash	flows	for	the	year	ended December	31,	2015.

# Net	Investment	Hedges

The	total	notional	amount	of	foreign	currency	denominated	debt	designated	as	a	net	investment	hedge	of	net	investments	in	foreign	operations	are	as	follows:

# Foreign	Currency	Forwards	and	Swaps

Each	of	the	contracts	included	in	the	table	below	will	have	approximately	offsetting	effects	from	actual	underlying	payables,	receivables,	intercompany	loans	or	other assets	or	liabilities	subject	to	foreign	exchange	remeasurement.	The	total	US	dollar	equivalents	of	net	foreign	exchange	exposure	related	to	(short)	long	foreign	exchange forward	contracts	outstanding	by	currency	are	as	follows:

Hedging	activity	for	interest	rate	swaps,	cross-currency	swaps	and	commodity	swaps	is	as	follows:

|  |  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 | Statement\tof\tOperations\tClassification |
|  |  | (In\t$\tmillions) |  |  |
| Hedging\tactivities | 2 | 2 | (4) | \t Cost\tof\tsales;\tInterest\tincome\t(expense) |
| Ineffective\tportion\tof\thedging\tactivities | — | — | — | \t Other\tincome\t(expense),\tnet |

Information	regarding	changes	in	the	fair	value	of	the	Company's	derivative	and	non-derivative	instruments	is	as	follows:

|  |  | Gain	(Loss) |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Recognized\tin\tOther |  |  |  |  |  |
|  | Income\t(Loss) | Comprehensive |  | Gain\t(Loss)\tRecognized\nin\tEarnings\t(Loss) | Gain\t(Loss)\tRecognized\nin\tEarnings\t(Loss) | Gain\t(Loss)\tRecognized\nin\tEarnings\t(Loss) |  |
|  | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, |  | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, |  |  |
|  | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | Statement\tof\tOperations\tClassification |
|  |  |  | (In\t$\tmillions) |  |  |  |  |
| Designated\tas\tCash\tFlow\tHedges |  |  |  |  |  |  |  |
| Commodity\tswaps | 7 | — | — | 2 | — | — | \t Cost\tof\tsales |
| Interest\trate\tswaps | — | — | (1) | — | — | (4) | Interest\texpense |
|  |  |  |  |  |  |  | Other\tincome\t(expense),\tnet\tor\tInterest |
| Cross-currency\tswaps | — | — | (8) | — | 46 | 46 | expense |
| Total | 7 | — | (9) | 2 | 46 | 42 |  |
| Designated\tas\ta\tNet\tInvestment\nHedge |  |  |  |  |  |  |  |
| Foreign\tcurrency\tdenominated\tdebt\n(Note\t14) | 61 | 48 | 23 | — | — | — | \t N/A |
| Total | 61 | 48 | 23 | — | — | — |  |
| Not\tDesignated\tas\tHedges |  |  |  |  |  |  |  |
| Interest\trate\tswaps | — | — | — | — | (1) | (3) | Interest\texpense |
|  |  |  |  |  |  |  | Foreign\texchange\tgain\t(loss),\tnet;\tOther |
| Foreign\tcurrency\tforwards\tand\tswaps | — | — | — | 14 | (82) | (15) | income\t(expense),\tnet |
| Total | — | — | — | 14 | (83) | (18) |  |

See	Note	23	-	Fair	Value	Measurements	for	additional	information	regarding	the	fair	value	of	the	Company's	derivative	instruments.

Information	regarding	the	gross	amounts	of	the	Company's	derivative	instruments	and	the	amounts	offset	in	the	consolidated	balance	sheets	is	as	follows:

The	Company's	financial	assets	and	liabilities	are	measured	at	fair	value	on	a	recurring	basis	(Note	2)	as	follows:

Derivatives.	Derivative	financial	instruments	include	commodity	swaps	and	foreign	currency	forwards	and	swaps	and	are	valued	in	the	market	using	discounted	cash flow	techniques.	These	techniques	incorporate	Level	1	and	Level	2	fair	value	measurement	inputs	such	as	interest	rates	and	foreign	currency	exchange	rates.	These market	inputs	are	utilized	in	the	discounted	cash	flow	calculation	considering	the	instrument's	term,	notional	amount,	discount	rate	and	credit	risk.	Significant	inputs	to the	derivative	valuation	for	commodity	swaps	and	foreign	currency	forwards	and	swaps	are	observable	in	the	active	markets	and	are	classified	as	Level	2	in	the	fair	value measurement	hierarchy.

|  | Quoted	Prices |  |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | in\tActive |  | Significant |  |  |  |  |
|  | Markets\tfor |  | Other |  |  |  |  |
|  | Identical |  | Observable |  |  |  |  |
|  | Assets\n(Level\t1) |  | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Total | Total |  |
|  |  |  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |  |  |  |
|  | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | Balance\tSheet\tClassification |
|  |  |  | (In\t$\tmillions) |  |  |  |  |
| Derivatives\tDesignated\tas\tCash\tFlow\tHedges |  |  |  |  |  |  |  |
| Commodity\tswaps | — | — | 5 | — | 5 | — | \t Current\tOther\tassets |
| Derivatives\tNot\tDesignated\tas\tHedges |  |  |  |  |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | — | 5 | 2 | 5 | 2 | \t Current\tOther\tassets |
| Total\tassets | — | — | 10 | 2 | 10 | 2 |  |
| Designated\tas\ta\tNet\tInvestment\tHedge |  |  |  |  |  |  |  |
| Foreign\tcurrency\tdenominated\tdebt(1) | — | — | — | — | — | — | \t Long-term\tDebt |
| Derivatives\tNot\tDesignated\tas\tHedges |  |  |  |  |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | — | (3) | (2) | (3) | (2) | \t Current\tOther\tliabilities |
| Total\tliabilities | — | — | (3) | (2) | (3) | (2) |  |

(1) Included	in	the	consolidated	balance	sheets	at	carrying amount.

Carrying	values	and	fair	values	of	financial	instruments	that	are	not	carried	at	fair	value	are	as	follows:

|  |  |  | Significant |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |  |  |  |  |
|  |  |  | Observable |  | Unobservable |  |  |  |
|  | Carrying\nAmount | Carrying\nAmount | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Inputs\n(Level\t3) | Inputs\n(Level\t3) | Total | Total |
|  |  |  |  | As\tof\tDecember\t31, |  |  |  |  |
|  | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 |
|  |  |  |  | (In\t$\tmillions) |  |  |  |  |
| Cost\tinvestments | 155 | 151 | — | — | — | — | — | — |
| Insurance\tcontracts\tin\tnonqualified\ttrusts | 49 | 55 | 49 | 55 | — | — | 49 | 55 |
| Long-term\tdebt,\tincluding\tcurrent\tinstallments\tof\tlong-term\tdebt | 2,938 | 2,542 | 2,826 | 2,348 | 217 | 238 | 3,043 | 2,586 |

In	general,	the	cost	investments	included	in	the	table	above	are	not	publicly	traded	and	their	fair	values	are	not	readily	determinable;	however,	the	Company	believes	the carrying	values	approximate	or	are	less	than	the	fair	values.	Insurance	contracts	in	nonqualified	trusts	consist	of	long-term	fixed	income	securities,	which	are	valued using	independent	vendor	pricing	models	with	observable	inputs	in	the	active	market	and	therefore	represent	a	Level	2	fair	value	measurement.	The	fair	value	of	long- term	debt	is	based	on	valuations	from	third-party	banks	and	market	quotations	and	is	classified	as	Level	2	in	the	fair	value	measurement	hierarchy.	The	fair	value	of obligations	under	capital	leases,	which	are	included	in	long-term	debt,	is	based	on	lease	payments	and	discount	rates,	which	are	not	observable	in	the	market	and therefore	represents	a	Level	3	fair	value	measurement.

As	of	December	31,	2016	and	2015,	the	fair	values	of	cash	and	cash	equivalents,	receivables,	trade	payables,	short-term	borrowings	and	the	current	installments	of	long- term	debt	approximate	carrying	values	due	to	the	short-term	nature	of	these	instruments.	These	items	have	been	excluded	from	the	table	with	the	exception	of	the	current installments	of	long-term	debt.

# Commitments

# Guarantees

The	Company	has	agreed	to	guarantee	or	indemnify	third	parties	for	environmental	and	other	liabilities	pursuant	to	a	variety	of	agreements,	including	asset	and	business divestiture	agreements,	leases,	settlement	agreements	and	various	agreements	with	affiliated	companies.	Although	many	of	these	obligations	contain	monetary	and/or time	limitations,	others	do	not	provide	such	limitations.

As	indemnification	obligations	often	depend	on	the	occurrence	of	unpredictable	future	events,	the	future	costs	associated	with	them	cannot	be	determined	at	this	time.

The	Company	has	accrued	for	all	probable	and	reasonably	estimable	losses	associated	with	all	known	matters	or	claims.	These	known	obligations	include	the	following:

# •Demerger	Obligations

In	connection	with	the	Hoechst	demerger,	the	Company	agreed	to	indemnify	Hoechst,	and	its	legal	successors,	for	various	liabilities	under	the	demerger	agreement, including	for	environmental	liabilities	associated	with	contamination	arising	either	from	environmental	damage	in	general	("Category	A")	or	under	19	divestiture agreements	entered	into	by	Hoechst	prior	to	the	demerger	("Category	B")	(Note	16).

The	Company's	obligation	to	indemnify	Hoechst,	and	its	legal	successors,	is	capped	under	Category	B	at	€250	million.	If	and	to	the	extent	the	environmental	damage should	exceed	€750	million	in	aggregate,	the	Company's	obligation	to	indemnify	Hoechst	and	its	legal	successors	applies,	but	is	then	limited	to	33.33%	of	the remediation	cost	without	further	limitations.	Cumulative	payments	under	the	divestiture	agreements	as	of	December	31,	2016	are	$75	million.	Most	of	the	divestiture agreements	have	become	time	barred	and/or	any	notified	environmental	damage	claims	have	been	partially	settled.

The	Company	has	also	undertaken	in	the	demerger	agreement	to	indemnify	Hoechst	and	its	legal	successors	for	(i)	33.33%	of	any	and	all	Category	A	liabilities	that result	from	Hoechst	being	held	as	the	responsible	party	pursuant	to	public	law	or	current	or	future	environmental	law	or	by	third	parties	pursuant	to	private	or	public	law related	to	contamination	and	(ii)	liabilities	that	Hoechst	is	required	to	discharge,	including	tax	liabilities,	which	are	associated	with	businesses	that	were	included	in	the demerger	but	were	not	demerged	due	to	legal	restrictions	on	the	transfers	of	such	items.	These	indemnities	do	not	provide	for	any	monetary	or	time	limitations.	The Company	has	not	been	requested	by	Hoechst	to	make	any	payments	in	connection	with	this	indemnification.	Accordingly,	the	Company	has	not	made	any	payments	to Hoechst	and	its	legal	successors.

Based	on	the	Company's	evaluation	of	currently	available	information,	including	the	lack	of	requests	for	indemnification,	the	Company	cannot	estimate	the	Possible Loss	for	the	remaining	demerger	obligations,	if	any,	in	excess	of	amounts	accrued.

# •Divestiture	Obligations

The	Company	and	its	predecessor	companies	agreed	to	indemnify	third-party	purchasers	of	former	businesses	and	assets	for	various	pre-closing	conditions,	as	well	as for	breaches	of	representations,	warranties	and	covenants.	Such	liabilities	also	include	environmental	liability,	product	liability,	antitrust	and	other	liabilities.	These indemnifications	and	guarantees	represent	standard	contractual	terms	associated	with	typical	divestiture	agreements	and,	other	than	environmental	liabilities,	the Company	does	not	believe	that	they	expose	the	Company	to	any	significant	risk	(Note	16).

The	Company	has	divested	numerous	businesses,	investments	and	facilities	through	agreements	containing	indemnifications	or	guarantees	to	the	purchasers.	Many	of the	obligations	contain	monetary	and/or	time	limitations,	which	extend	through	2037.	The	aggregate	amount	of	outstanding	indemnifications	and	guarantees	provided	for under	these	agreements	is	$123	million	as	of	December	31,	2016.	Other	agreements	do	not	provide	for	any	monetary	or	time	limitations.

Based	on	the	Company's	evaluation	of	currently	available	information,	including	the	number	of	requests	for	indemnification	or	other	payment	received	by	the	Company, the	Company	cannot	estimate	the	Possible	Loss	for	the	remaining	divestiture	obligations,	if	any,	in	excess	of	amounts	accrued.

# Purchase	Obligations

In	the	normal	course	of	business,	the	Company	enters	into	various	purchase	commitments	for	goods	and	services.	The	Company	maintains	a	number	of	"take-or-pay" contracts	for	purchases	of	raw	materials,	utilities	and	other	services.	Certain	of	the	contracts	contain	a	contract	termination	buy-out	provision	that	allows	for	the Company	to	exit	the	contracts	for	amounts	less	than	the	remaining	take-or-pay	obligations.	Additionally,	the	Company	has	other	outstanding	commitments	representing maintenance	and	service	agreements,	energy	and	utility	agreements,	consulting	contracts	and	software	agreements.	As	of	December	31,	2016,	the	Company	had unconditional	purchase	obligations	of	$2.4	billion,	which	extend	through	2036.

The	Company	is	involved	in	legal	and	regulatory	proceedings,	lawsuits,	claims	and	investigations	incidental	to	the	normal	conduct	of	business,	relating	to	such	matters as	product	liability,	land	disputes,	commercial	contracts,	employment,	antitrust	or	competition	compliance,	intellectual	property,	workers'	compensation,	chemical exposure,	asbestos	exposure,	taxes,	trade	compliance,	prior	acquisitions	and	divestitures,	claims	of	legacy	stockholders,	past	waste	disposal	practices	and	release	of chemicals	into	the	environment.	The	Company	is	actively	defending	those	matters	where	the	Company	is	named	as	a	defendant	and,	based	on	the	current	facts,	does	not believe	the	outcomes	from	these	matters	would	be	material	to	the	Company's	results	of	operations,	cash	flows	or	financial	position.

# 25.	Supplemental	Cash	Flow	Information

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Interest\tpaid,\tnet\tof\tamounts\tcapitalized | 130 | 120 | 146 |
| Taxes\tpaid,\tnet\tof\trefunds | 129 | 151 | 199 |
| Noncash\tInvesting\tand\tFinancing\tActivities |  |  |  |
| Accrued\tcapital\texpenditures | 1 | (37) | 3 |
| Asset\tretirement\tobligations | 2 | 3 | 4 |
| Capital\texpenditure\treimbursement | — | — | 4 |
| Capital\tlease\tobligations | — | 6 | 22 |
| Contingent\tconsideration\t(Note\t4) | — | — | 8 |
| Distribution\tto\tnoncontrolling\tinterest\t(Note\t5) | — | (4) | — |
| Mitsui\treimbursement | — | — | 70 |

# 26.	Segment	Information

The	Company	operates	through	business	segments	according	to	the	nature	and	economic	characteristics	of	its	products	and	customer	relationships,	as	well	as	the	manner in	which	the	information	is	used	internally	by	the	Company's	key	decision	maker,	who	is	the	Company's	Chief	Executive	Officer.

The	Company's	business	segments	are	as	follows:

The	Company's	Advanced	Engineered	Materials	segment	includes	the	engineered	materials	business	and	certain	strategic	affiliates.	The	engineered	materials	business develops,	produces	and	supplies	a	broad	portfolio	of	high	performance	specialty	polymers	for	automotive	and	medical	applications,	as	well	as	industrial	products	and consumer	electronics.	Together	with	its	strategic	affiliates,	the	Company's	engineered	materials	business	is	a	leading	participant	in	the	global	specialty	polymers industry.	The	primary	products	of	Advanced	Engineered	Materials	are	used	in	a	broad	range	of	end-use	products	including	fuel	system	components,	automotive	safety systems,	medical	applications,	electronics,	appliances,	industrial	products,	battery	separators,	conveyor	belts,	filtration	equipment,	coatings,	and	electrical	applications and	products.

The	Company's	Consumer	Specialties	segment	includes	the	cellulose	derivatives	and	food	ingredients	businesses,	which	serve	consumer-driven	applications.	These operating	segments	are	aggregated	by	the	Company	into	one	reportable	segment	based	on	similar	economic	characteristics	and	similar	production	processes,	classes	of customers	and	selling	and	distribution	practices.	The	Company's	cellulose	derivatives	business	is	a	leading	global	producer	and	supplier	of	acetate	tow,	acetate	flake	and acetate	film,	primarily	used	in	filter	products	applications.	The	Company's	food	ingredients	business	is	a	leading	global	supplier	of	acesulfame	potassium	for	the	food and	beverage	industry	and	is	a	leading	producer	of	food	protection	ingredients,	such	as	potassium	sorbate	and	sorbic	acid.	The	Company's	food	ingredients	business produces	and	sells	the	Qorus®	sweetener	system	and	Sunett®	high	intensity	sweeteners.

The	Company's	Industrial	Specialties	segment	includes	the	emulsion	polymers	and	EVA	polymers	businesses,	which	are	operating	segments	aggregated	by	the Company	into	one	reportable	segment	based	on	similar	products,	production	processes,	classes	of	customers	and	selling	and	distribution	practices	as	well	as	economic similarities	over	a	normal	business	cycle.	The	Company's	emulsion	polymers	business	is	a	leading	global	producer	of	vinyl	acetate-based	emulsions	and	develops products	and	application	technologies	to	improve	performance,	create	value	and	drive	innovation	in	applications	such	as	paints	and	coatings,	adhesives,	construction, glass	fiber,	textiles	and	paper.	The	Company's	EVA	polymers	business	is	a	leading	North	American	manufacturer	of	a	full	range	of	specialty	ethylene	vinyl	acetate resins	and	compounds,	as	well	as	select	grades	of	low-density	polyethylene.	The	Company's	EVA	polymers'	products	are	used	in	many	applications,	including	flexible packaging	films,	lamination	film	products,	hot	melt	adhesives,	automotive	parts	and	carpeting.

The	Company's	Acetyl	Intermediates	segment	includes	the	intermediate	chemistry	business,	which	produces	and	supplies	acetyl	products,	including	acetic	acid,	vinyl acetate	monomer,	acetic	anhydride	and	acetate	esters.	These	products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings	and pharmaceuticals.	The	Acetyl	Intermediates	segment	also	produces	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

Other	Activities	primarily	consists	of	corporate	center	costs,	including	administrative	activities	such	as	finance,	information	technology	and	human	resource	functions, interest	income	and	expense	associated	with	financing	activities	and	results	of	the	Company's	captive	insurance	companies.	Other	Activities	also	includes	the components	of	net	periodic	benefit	cost	(interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and	losses)	for	the	Company's	defined	benefit	pension	plans	and other	postretirement	plans	not	allocated	to	the	Company's	business	segments.

The	business	segment	management	reporting	and	controlling	systems	are	based	on	the	same	accounting	policies	as	those	described	in	the	summary	of	significant accounting	policies	(Note	2).

Sales	transactions	between	business	segments	are	generally	recorded	at	values	that	approximate	third-party	selling	prices.

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties |  | Industrial<br>Specialties |  | Acetyl<br>Intermediates |  | Other<br>Activities | Eliminations | Consolidated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | (In\t$\tmillions) |  |  |  |  |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2016 | Year\tEnded\tDecember\t31,\t2016 | Year\tEnded\tDecember\t31,\t2016 | Year\tEnded\tDecember\t31,\t2016 |  |  |  |  |
| Net\tsales | 1,444 | 929 | (1) | 979 | (2) | 2,441 | (3) | — | (404) | 5,389 |  |
| Other\t(charges)\tgains,\tnet\t(Note\t18) | (2) | (2) |  | (3) |  | (3) |  | (1) | — | (11) |  |
| Operating\tprofit\t(loss) | 350 | 302 |  | 105 |  | 340 |  | (205) | 1 | 893 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 122 | 3 |  | — |  | 6 |  | 24 | — | 155 |  |
| Depreciation\tand\tamortization | 92 | 45 |  | 34 |  | 107 |  | 12 | — | 290 |  |
| Capital\texpenditures | 73 | 38 |  | 57 |  | 67 |  | 12 | — | 247 | (4) |
|  |  |  |  | As\tof\tDecember\t31,\t2016 | As\tof\tDecember\t31,\t2016 | As\tof\tDecember\t31,\t2016 | As\tof\tDecember\t31,\t2016 |  |  |  |  |
| Goodwill\tand\tintangible\tassets,\tnet | 517 | 244 |  | 46 |  | 183 |  | — | — | 990 |  |
| Total\tassets | 2,792 | 1,324 |  | 758 |  | 2,440 |  | 1,043 | — | 8,357 |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2015 | Year\tEnded\tDecember\t31,\t2015 | Year\tEnded\tDecember\t31,\t2015 | Year\tEnded\tDecember\t31,\t2015 |  |  |  |  |
| Net\tsales | 1,326 | 969 | (1) | 1,082 | (2) | 2,744 | (3) | — | (447) | 5,674 |  |
| Other\t(charges)\tgains,\tnet\t(Note\t18) | (7) | (25) |  | (10) |  | (300) |  | (9) | — | (351) |  |
| Operating\tprofit\t(loss) | 235 | 262 |  | 72 |  | (3) |  | (240) | — | 326 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 150 | 2 |  | — |  | 6 |  | 23 | — | 181 |  |
| Depreciation\tand\tamortization | 99 | 60 |  | 64 |  | 123 |  | 11 | — | 357 |  |
| Capital\texpenditures | 73 | 65 |  | 56 |  | 282 |  | 7 | — | 483 | (4) |
|  |  |  |  | As\tof\tDecember\t31,\t2015 | As\tof\tDecember\t31,\t2015 | As\tof\tDecember\t31,\t2015 | As\tof\tDecember\t31,\t2015 |  |  |  |  |
| Goodwill\tand\tintangible\tassets,\tnet | 338 | 249 |  | 49 |  | 194 |  | — | — | 830 |  |
| Total\tassets | 2,324 | 1,458 |  | 747 |  | 2,387 |  | 1,670 | — | 8,586 |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2014 | Year\tEnded\tDecember\t31,\t2014 | Year\tEnded\tDecember\t31,\t2014 | Year\tEnded\tDecember\t31,\t2014 |  |  |  |  |
| Net\tsales | 1,459 | 1,160 | (1) | 1,224 | (2) | 3,493 | (3) | — | (534) | 6,802 |  |
| Other\t(charges)\tgains,\tnet\t(Note\t18) | (1) | 16 |  | (1) |  | (3) |  | 4 | — | 15 |  |
| Operating\tprofit\t(loss) | 221 | 388 |  | 76 |  | 558 |  | (485) | — | 758 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 161 | 9 |  | — |  | 20 |  | 56 | — | 246 |  |
| Depreciation\tand\tamortization | 106 | 43 |  | 50 |  | 81 |  | 12 | — | 292 |  |
| Capital\texpenditures | 65 | 103 |  | 29 |  | 478 |  | 6 | — | 681 | (4) |

(4) Includes	an	increase	in	accrued	capital	expenditures	of	$1	million,	a	decrease	of	$37	million	and	an	increase	of	$3	million	for	the	years	ended	December	31,	2016, 2015	and	2014,	respectively.

# Geographical	Area	Information

The	net	sales	based	on	the	geographic	location	of	the	Company's	facilities	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  |  | (In\t$\tmillions) |  |
| Belgium | 408 | 417 | 480 |
| Canada | 123 | 162 | 204 |
| China | 745 | 800 | 996 |
| Germany | 1,540 | 1,779 | 2,156 |
| Mexico | 214 | 204 | 259 |
| Singapore | 758 | 703 | 632 |
| US | 1,451 | 1,463 | 1,899 |
| Other | 150 | 146 | 176 |
| Total | 5,389 | 5,674 | 6,802 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2016 | 2015 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Belgium | 55 | 56 |
| Canada | 132 | 137 |
| China | 359 | 417 |
| Germany | 868 | 931 |
| Mexico | 159 | 156 |
| Singapore | 90 | 68 |
| US | 1,798 | 1,774 |
| Other | 116 | 70 |
| Total | 3,577 | 3,609 |

# 27.	Earnings	(Loss)	Per	Share

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | 2014 |
|  | (In\t$\tmillions,\texcept\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tdata) |  |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 902 | 306 | 631 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | (2) | (2) | (7) |
| Net\tearnings\t(loss) | 900 | 304 | 624 |
| Weighted\taverage\tshares\t-\tbasic | 144,939,433 | 150,838,050 | 155,012,370 |
| Incremental\tshares\tattributable\tto\tequity\tawards(1) | 728,748 | 1,449,905 | 1,154,623 |
| Weighted\taverage\tshares\t-\tdiluted | 145,668,181 | 152,287,955 | 156,166,993 |

# 28.	Consolidating	Guarantor	Financial	Information

The	Senior	Notes	were	issued	by	Celanese	US	("Issuer")	and	are	guaranteed	by	Celanese	Corporation	("Parent	Guarantor")	and	the	Subsidiary	Guarantors	(Note	14). The	Issuer	and	Subsidiary	Guarantors	are	100%	owned	subsidiaries	of	the	Parent	Guarantor.	The	Parent	Guarantor	and	Subsidiary	Guarantors	have	guaranteed	the	Notes fully	and	unconditionally	and	jointly	and	severally.

For	cash	management	purposes,	the	Company	transfers	cash	between	the	Parent	Guarantor,	Issuer,	Subsidiary	Guarantors	and	non-guarantors	through	intercompany financing	arrangements,	contributions	or	declaration	of	dividends	between	the	respective	parent	and	its	subsidiaries.	The	transfer	of	cash	under	these	activities	facilitates the	ability	of	the	recipient	to	make	specified	third-party	payments	for	principal	and	interest	on	the	Company's	outstanding	debt,	Common	Stock	dividends	and	Common Stock	repurchases.	The	consolidating	statements	of	cash	flow	present	such	intercompany	financing	activities,	contributions	and	dividends	consistent	with	how	such activity	would	be	presented	in	a	stand-alone	statement	of	cash	flows.

The	Company	has	not	presented	separate	financial	information	and	other	disclosures	for	each	of	its	Subsidiary	Guarantors	because	it	believes	such	financial	information and	other	disclosures	would	not	provide	investors	with	any	additional	information	that	would	be	material	in	evaluating	the	sufficiency	of	the	guarantees.

For	the	year	ended	December	31,	2015,	$54	million	in	interest	expense	was	allocated	from	the	Issuer	to	Subsidiary	Guarantors.

The	consolidating	financial	information	for	the	Parent	Guarantor,	the	Issuer,	the	Subsidiary	Guarantors	and	the	non-guarantors	are	as	follows:

# CONSOLIDATING	STATEMENT	OF	OPERATIONS

|  |  |  | Year	Ended	December	31,	2016 | Year	Ended	December	31,	2016 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,162 | 4,322 | (1,095) | 5,389 |
| Cost\tof\tsales | — | — | (1,657) | (3,428) | 1,101 | (3,984) |
| Gross\tprofit | — | — | 505 | 894 | 6 | 1,405 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | (112) | (304) | — | (416) |
| Amortization\tof\tintangible\tassets | — | — | (5) | (4) | — | (9) |
| Research\tand\tdevelopment\texpenses | — | — | (32) | (46) | — | (78) |
| Other\t(charges)\tgains,\tnet | — | — | — | (11) | — | (11) |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | (1) | — | (1) |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (8) | 17 | (6) | 3 |
| Operating\tprofit\t(loss) | — | — | 348 | 545 | — | 893 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 898 | 939 | 653 | 146 | (2,481) | 155 |
| Interest\texpense | — | (16) | (94) | (29) | 19 | (120) |
| Refinancing\texpense | — | (4) | (2) | — | — | (6) |
| Interest\tincome | — | 12 | 4 | 5 | (19) | 2 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 107 | 1 | 108 |
| Other\tincome\t(expense),\tnet | — | (1) | 1 | (2) | — | (2) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 898 | 930 | 910 | 772 | (2,480) | 1,030 |
| Income\ttax\t(provision)\tbenefit | 2 | (32) | (53) | (36) | (3) | (122) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 900 | 898 | 857 | 736 | (2,483) | 908 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | (2) | (1) | — | (3) |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | — | 1 | — | 1 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | (2) | — | — | (2) |
| Net\tearnings\t(loss) | 900 | 898 | 855 | 736 | (2,483) | 906 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | (6) | — | (6) |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 900 | 898 | 855 | 730 | (2,483) | 900 |

|  |  |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,410 | 4,485 | (1,221) | 5,674 |
| Cost\tof\tsales | — | — | (1,729) | (3,897) | 1,270 | (4,356) |
| Gross\tprofit | — | — | 681 | 588 | 49 | 1,318 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | (242) | (264) | — | (506) |
| Amortization\tof\tintangible\tassets | — | — | (5) | (6) | — | (11) |
| Research\tand\tdevelopment\texpenses | — | — | (78) | (41) | — | (119) |
| Other\t(charges)\tgains,\tnet | — | — | (5) | (346) | — | (351) |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | 4 | — | 4 |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (6) | (3) | — | (9) |
| Operating\tprofit\t(loss) | — | — | 345 | (68) | 49 | 326 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 302 | 314 | 84 | 162 | (681) | 181 |
| Interest\texpense | — | (77) | (76) | (36) | 70 | (119) |
| Refinancing\texpense | — | — | — | — | — | — |
| Interest\tincome | — | 18 | 40 | 13 | (70) | 1 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 107 | — | 107 |
| Other\tincome\t(expense),\tnet | — | (2) | 2 | (8) | — | (8) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 302 | 253 | 395 | 170 | (632) | 488 |
| Income\ttax\t(provision)\tbenefit | 2 | 49 | (133) | (98) | (21) | (201) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 304 | 302 | 262 | 72 | (653) | 287 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | (3) | — | — | (3) |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | 1 | — | — | 1 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | (2) | — | — | (2) |
| Net\tearnings\t(loss) | 304 | 302 | 260 | 72 | (653) | 285 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | 19 | — | 19 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 304 | 302 | 260 | 91 | (653) | 304 |

|  |  |  | Year	Ended	December	31,	2014 | Year	Ended	December	31,	2014 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,860 | 5,166 | (1,224) | 6,802 |
| Cost\tof\tsales | — | — | (1,822) | (4,550) | 1,186 | (5,186) |
| Gross\tprofit | — | — | 1,038 | 616 | (38) | 1,616 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | (313) | (445) | — | (758) |
| Amortization\tof\tintangible\tassets | — | — | (7) | (13) | — | (20) |
| Research\tand\tdevelopment\texpenses | — | — | (47) | (39) | — | (86) |
| Other\t(charges)\tgains,\tnet | — | — | 28 | (13) | — | 15 |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | (2) | — | (2) |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (11) | 4 | — | (7) |
| Operating\tprofit\t(loss) | — | — | 688 | 108 | (38) | 758 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 622 | 806 | 90 | 210 | (1,482) | 246 |
| Interest\texpense | — | (190) | (22) | (78) | 143 | (147) |
| Refinancing\texpense | — | (29) | — | — | — | (29) |
| Interest\tincome | — | 57 | 72 | 15 | (143) | 1 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 116 | — | 116 |
| Other\tincome\t(expense),\tnet | — | — | 4 | (8) | — | (4) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 622 | 644 | 832 | 363 | (1,520) | 941 |
| Income\ttax\t(provision)\tbenefit | 2 | (22) | (237) | (71) | 14 | (314) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 624 | 622 | 595 | 292 | (1,506) | 627 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | (8) | (3) | — | (11) |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | 3 | 1 | — | 4 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | (5) | (2) | — | (7) |
| Net\tearnings\t(loss) | 624 | 622 | 590 | 290 | (1,506) | 620 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | 4 | — | 4 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 624 | 622 | 590 | 294 | (1,506) | 624 |

# CONSOLIDATING	STATEMENT	OF	COMPREHENSIVE	INCOME	(LOSS)

|  |  |  | Year	Ended	December	31,	2016 | Year	Ended	December	31,	2016 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 900 | 898 | 855 | 736 | (2,483) | 906 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | — | — | — | — | — | — |
| Foreign\tcurrency\ttranslation | (11) | (11) | (65) | (73) | 149 | (11) |
| Gain\t(loss)\tfrom\tcash\tflow\thedges | 5 | 5 | 5 | 5 | (15) | 5 |
| Pension\tand\tpostretirement\tbenefits | (4) | (4) | (4) | (2) | 10 | (4) |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | (10) | (10) | (64) | (70) | 144 | (10) |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 890 | 888 | 791 | 666 | (2,339) | 896 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | (6) | — | (6) |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 890 | 888 | 791 | 660 | (2,339) | 890 |

|  |  |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 304 | 302 | 260 | 72 | (653) | 285 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | — | — | — | — | — | — |
| Foreign\tcurrency\ttranslation | (188) | (188) | (181) | (231) | 600 | (188) |
| Gain\t(loss)\tfrom\tcash\tflow\thedges | 2 | 2 | 5 | 1 | (8) | 2 |
| Pension\tand\tpostretirement\tbenefits | 3 | 3 | 3 | 2 | (8) | 3 |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | (183) | (183) | (173) | (228) | 584 | (183) |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 121 | 119 | 87 | (156) | (69) | 102 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | 19 | — | 19 |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 121 | 119 | 87 | (137) | (69) | 121 |

|  |  |  | Year	Ended	December	31,	2014 | Year	Ended	December	31,	2014 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 624 | 622 | 590 | 290 | (1,506) | 620 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | 1 | 1 | 1 | 1 | (3) | 1 |
| Foreign\tcurrency\ttranslation | (148) | (148) | (31) | (65) | 244 | (148) |
| Gain\t(loss)\tfrom\tcash\tflow\thedges | 40 | 40 | (1) | (7) | (32) | 40 |
| Pension\tand\tpostretirement\tbenefits | (54) | (54) | (54) | (5) | 113 | (54) |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | (161) | (161) | (85) | (76) | 322 | (161) |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 463 | 461 | 505 | 214 | (1,184) | 459 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | 4 | — | 4 |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 463 | 461 | 505 | 218 | (1,184) | 463 |

# CONSOLIDATING	BALANCE	SHEET

|  |  |  | As	of	December	31,	2016 |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| ASSETS |  |  |  |  |  |  |
| Current\tAssets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | — | — | 51 | 587 | — | 638 |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates | — | — | 107 | 819 | (125) | 801 |
| Non-trade\treceivables,\tnet | 40 | 499 | 249 | 308 | (873) | 223 |
| Inventories,\tnet | — | — | 239 | 526 | (45) | 720 |
| Deferred\tincome\ttaxes | — | — | — | — | — | — |
| Marketable\tsecurities,\tat\tfair\tvalue | — | — | 30 | — | — | 30 |
| Other\tassets | — | 42 | 25 | 76 | (83) | 60 |
| Total\tcurrent\tassets | 40 | 541 | 701 | 2,316 | (1,126) | 2,472 |
| Investments\tin\taffiliates | 2,548 | 4,029 | 3,655 | 752 | (10,132) | 852 |
| Property,\tplant\tand\tequipment,\tnet | — | — | 1,049 | 2,528 | — | 3,577 |
| Deferred\tincome\ttaxes | — | — | 91 | 86 | (18) | 159 |
| Other\tassets | — | 705 | 133 | 156 | (687) | 307 |
| Goodwill | — | — | 314 | 482 | — | 796 |
| Intangible\tassets,\tnet | — | — | 48 | 146 | — | 194 |
| Total\tassets | 2,588 | 5,275 | 5,991 | 6,466 | (11,963) | 8,357 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |  |
| Current\tLiabilities |  |  |  |  |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\nlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | — | 6 | 133 | 250 | (271) | 118 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | — | — | 226 | 524 | (125) | 625 |
| Other\tliabilities | — | 58 | 167 | 262 | (165) | 322 |
| Deferred\tincome\ttaxes | — | — | — | — | — | — |
| Income\ttaxes\tpayable | — | — | 454 | 75 | (517) | 12 |
| Total\tcurrent\tliabilities | — | 64 | 980 | 1,111 | (1,078) | 1,077 |
| Noncurrent\tLiabilities |  |  |  |  |  |  |
| Long-term\tdebt,\tnet\tof\tunamortized\tdeferred\nfinancing\tcosts | — | 2,647 | 727 | 210 | (694) | 2,890 |
| Deferred\tincome\ttaxes | — | 16 | — | 132 | (18) | 130 |
| Uncertain\ttax\tpositions | — | — | 3 | 130 | (2) | 131 |
| Benefit\tobligations | — | — | 636 | 257 | — | 893 |
| Other\tliabilities | — | — | 74 | 142 | (1) | 215 |
| Total\tnoncurrent\tliabilities | — | 2,663 | 1,440 | 871 | (715) | 4,259 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,588 | 2,548 | 3,571 | 4,051 | (10,170) | 2,588 |
| Noncontrolling\tinterests | — | — | — | 433 | — | 433 |
| Total\tequity | 2,588 | 2,548 | 3,571 | 4,484 | (10,170) | 3,021 |
| Total\tliabilities\tand\tequity | 2,588 | 5,275 | 5,991 | 6,466 | (11,963) | 8,357 |

|  |  |  | As	of	December	31,	2015 | As	of	December	31,	2015 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |
| ASSETS |  |  |  |  |  |  |
| Current\tAssets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | — | — | 21 | 946 | — | 967 |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates | — | — | 132 | 722 | (148) | 706 |
| Non-trade\treceivables,\tnet | 37 | 580 | 298 | 522 | (1,152) | 285 |
| Inventories,\tnet | — | — | 258 | 474 | (50) | 682 |
| Deferred\tincome\ttaxes | — | — | 19 | 68 | (19) | 68 |
| Marketable\tsecurities,\tat\tfair\tvalue | — | — | 30 | — | — | 30 |
| Other\tassets | — | 12 | 28 | 40 | (31) | 49 |
| Total\tcurrent\tassets | 37 | 592 | 786 | 2,772 | (1,400) | 2,787 |
| Investments\tin\taffiliates | 2,341 | 3,947 | 3,909 | 738 | (10,097) | 838 |
| Property,\tplant\tand\tequipment,\tnet | — | — | 1,001 | 2,608 | — | 3,609 |
| Deferred\tincome\ttaxes | — | 2 | 178 | 42 | — | 222 |
| Other\tassets | — | 418 | 151 | 227 | (496) | 300 |
| Goodwill | — | — | 314 | 391 | — | 705 |
| Intangible\tassets,\tnet | — | — | 51 | 74 | — | 125 |
| Total\tassets | 2,378 | 4,959 | 6,390 | 6,852 | (11,993) | 8,586 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |  |
| Current\tLiabilities |  |  |  |  |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\nlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | — | 479 | 181 | 213 | (360) | 513 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | — | — | 240 | 495 | (148) | 587 |
| Other\tliabilities | — | 28 | 281 | 283 | (262) | 330 |
| Deferred\tincome\ttaxes | — | 26 | — | 23 | (19) | 30 |
| Income\ttaxes\tpayable | — | — | 537 | 116 | (563) | 90 |
| Total\tcurrent\tliabilities | — | 533 | 1,239 | 1,130 | (1,352) | 1,550 |
| Noncurrent\tLiabilities |  |  |  |  |  |  |
| Long-term\tdebt,\tnet\tof\tunamortized\tdeferred\nfinancing\tcosts | — | 2,078 | 706 | 187 | (503) | 2,468 |
| Deferred\tincome\ttaxes | — | — | — | 136 | — | 136 |
| Uncertain\ttax\tpositions | — | 7 | 29 | 131 | — | 167 |
| Benefit\tobligations | — | — | 960 | 229 | — | 1,189 |
| Other\tliabilities | — | — | 93 | 155 | (1) | 247 |
| Total\tnoncurrent\tliabilities | — | 2,085 | 1,788 | 838 | (504) | 4,207 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,378 | 2,341 | 3,363 | 4,433 | (10,137) | 2,378 |
| Noncontrolling\tinterests | — | — | — | 451 | — | 451 |
| Total\tequity | 2,378 | 2,341 | 3,363 | 4,884 | (10,137) | 2,829 |
| Total\tliabilities\tand\tequity | 2,378 | 4,959 | 6,390 | 6,852 | (11,993) | 8,586 |

# CONSOLIDATING	STATEMENT	OF	CASH	FLOWS

|  |  |  | Year	Ended	December	31,	2016 | Year	Ended	December	31,	2016 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 695 | 711 | (21) | 872 | (1,364) | 893 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (139) | (107) | — | (246) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | — | (178) | — | (178) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | 1 | 11 | — | 12 |
| Capital\texpenditures\trelated\tto\tFairway\tMethanol\nLLC | — | — | — | — | — | — |
| Return\tof\tcapital\tfrom\tsubsidiary | — | 145 | 758 | — | (903) | — |
| Contributions\tto\tsubsidiary | — | — | — | — | — | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | (283) | 19 | 90 | 174 | — |
| Other,\tnet | — | — | (10) | (17) | — | (27) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | (138) | 629 | (201) | (729) | (439) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | (371) | 1 | (1) | 19 | (352) |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 53 | — | 53 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (90) | — | (90) |
| Proceeds\tfrom\tlong-term\tdebt | — | 1,589 | 746 | — | (826) | 1,509 |
| Repayments\tof\tlong-term\tdebt | — | (1,083) | (635) | (42) | 633 | (1,127) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (500) | — | — | — | — | (500) |
| Dividends\tto\tparent | — | (695) | (669) | — | 1,364 | — |
| Contributions\tfrom\tparent | — | — | — | — | — | — |
| Stock\toption\texercises | 6 | — | — | — | — | 6 |
| Series\tA\tcommon\tstock\tdividends | (201) | — | — | — | — | (201) |
| Return\tof\tcapital\tto\tparent | — | — | — | (903) | 903 | — |
| (Distributions\tto)\tcontributions\tfrom\tnoncontrolling\ninterests | — | — | — | (24) | — | (24) |
| Other,\tnet | — | (13) | (21) | 1 | — | (33) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | (695) | (573) | (578) | (1,006) | 2,093 | (759) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | (24) | — | (24) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | — | — | 30 | (359) | — | (329) |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\tperiod | — | — | 21 | 946 | — | 967 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | — | — | 51 | 587 | — | 638 |

|  |  |  | Year	Ended	December	31,	2015 | Year	Ended	December	31,	2015 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 591 | 536 | 529 | 422 | (1,216) | 862 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (128) | (104) | — | (232) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | (3) | (3) | — | (6) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | — | 4 | — | 4 |
| Capital\texpenditures\trelated\tto\tFairway\tMethanol\nLLC | — | — | (20) | (268) | — | (288) |
| Return\tof\tcapital\tfrom\tsubsidiary | — | — | — | — | — | — |
| Contributions\tto\tsubsidiary | — | — | (120) | — | 120 | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | (333) | (33) | (15) | 381 | — |
| Other,\tnet | — | — | (12) | (24) | — | (36) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | (333) | (316) | (410) | 501 | (558) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | 383 | — | — | (33) | 350 |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 80 | — | 80 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (83) | — | (83) |
| Proceeds\tfrom\tlong-term\tdebt | — | 15 | 406 | — | (421) | — |
| Repayments\tof\tlong-term\tdebt | — | (9) | (74) | (14) | 73 | (24) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (420) | — | — | — | — | (420) |
| Dividends\tto\tparent | — | (592) | (624) | — | 1,216 | — |
| Contributions\tfrom\tparent | — | — | — | 120 | (120) | — |
| Stock\toption\texercises | 3 | — | — | — | — | 3 |
| Series\tA\tcommon\tstock\tdividends | (174) | — | — | — | — | (174) |
| Return\tof\tcapital\tto\tparent | — | — | — | — | — | — |
| (Distributions\tto)\tcontributions\tfrom\nnoncontrolling\tinterests | — | — | — | 214 | — | 214 |
| Other,\tnet | — | — | (10) | (2) | — | (12) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | (591) | (203) | (302) | 315 | 715 | (66) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | (51) | — | (51) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\nequivalents | — | — | (89) | 276 | — | 187 |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\tperiod | — | — | 110 | 670 | — | 780 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | — | — | 21 | 946 | — | 967 |

|  |  |  | Year	Ended	December	31,	2014 | Year	Ended	December	31,	2014 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 389 | 498 | 644 | 433 | (1,002) | 962 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (183) | (71) | — | (254) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | (10) | — | — | (10) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | — | — | — | — |
| Capital\texpenditures\trelated\tto\tFairway\tMethanol\nLLC | — | — | (44) | (380) | — | (424) |
| Return\tof\tcapital\tfrom\tsubsidiary | — | 28 | 51 | — | (79) | — |
| Contributions\tto\tsubsidiary | — | — | (213) | — | 213 | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | (70) | (93) | (75) | 238 | — |
| Other,\tnet | — | — | (9) | (8) | — | (17) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | (42) | (501) | (534) | 372 | (705) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | 93 | 6 | (15) | (93) | (9) |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 62 | — | 62 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (91) | — | (91) |
| Proceeds\tfrom\tlong-term\tdebt | — | 462 | 75 | — | (150) | 387 |
| Repayments\tof\tlong-term\tdebt | — | (611) | (5) | (15) | 5 | (626) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (250) | — | — | — | — | (250) |
| Dividends\tto\tparent | — | (390) | (390) | (222) | 1,002 | — |
| Contributions\tfrom\tparent | — | — | — | 213 | (213) | — |
| Stock\toption\texercises | 5 | — | — | — | — | 5 |
| Series\tA\tcommon\tstock\tdividends | (144) | — | — | — | — | (144) |
| Return\tof\tcapital\tto\tparent | — | — | — | (79) | 79 | — |
| (Distributions\tto)\tcontributions\tfrom\nnoncontrolling\tinterests | — | — | — | 264 | — | 264 |
| Other,\tnet | — | (10) | (3) | — | — | (13) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | (389) | (456) | (317) | 117 | 630 | (415) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | (46) | — | (46) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\nequivalents | — | — | (174) | (30) | — | (204) |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\tperiod | — | — | 284 | 700 | — | 984 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | — | — | 110 | 670 | — | 780 |

# 29.	Subsequent	Events

On	February	1,	2017,	the	Company	signed	a	definitive	agreement	to	acquire	the	nylon	compounding	division	of	Nilit	Group,	an	independent	producer	of	high performance	nylon,	resins,	fibers	and	compounds.	Subject	to	closing	conditions,	Celanese	will	acquire	Nilit	Plastics'	nylon	compounding	product	portfolio,	customer agreements	and	manufacturing,	technology	and	commercial	facilities.	The	acquisition	will	be	funded	from	cash	on	hand	or	from	borrowings	under	the	Company's	senior unsecured	revolving	credit	facility.	The	acquired	operations	will	be	included	in	the	Advanced	Engineered	Materials	segment.	The	Company	expects	the	acquisition	to close	in	the	second	or	third	quarter	of	2017,	subject	to	regulatory	approvals	and	other	customary	closing	conditions,	and	does	not	expect	the	acquisition	to	be	material	to its	2017	financial	position	or	results	of	operations.

# INDEX	TO	EXHIBITS(1)

Exhibits	will	be	furnished	upon	request	for	a	nominal	fee,	limited	to	reasonable	expenses.

4.5 Third	Supplemental	Indenture,	dated	September	24,	2014,	among	Celanese	US	Holdings	LLC,	Celanese	Corporation,	the	subsidiary	guarantors party	thereto,	Wells	Fargo	Bank,	National	Association,	as	trustee,	Deutsche	Bank	Trust	Companies	Americas,	as	paying	agent,	and	Deutsche	Bank Luxembourg	S.A.,	as	registrar	and	as	transfer	agent	(incorporated	by	reference	to	Exhibit	4.2	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC on	September	25,	2014).

4.7 Fifth	Supplemental	Indenture,	dated	July	8,	2015,	among	Celanese	US	Holdings	LLC,	Celanese	Sales	U.S.	Ltd.	and	Wells	Fargo	Bank	National Association,	as	trustee	(incorporated	by	reference	to	Exhibit	4.7	to	the	Annual	Report	on	form	10-K	filed	with	the	SEC	on	February	6,	2016).

4.8 Sixth	Supplemental	Indenture,	dated	as	of	September	26,	2016,	among	Celanese	US	Holdings	LLC,	Celanese	Corporation,	the	subsidiary guarantors	party	thereto,	Wells	Fargo	Bank,	National	Association,	as	trustee,	and	Deutsche	Bank	Trust	Companies	Americas,	as	paying	agent, registrar	and	transfer	agent	(incorporated	by	reference	to	Exhibit	4.2	to	the	Form	8-K	filed	with	the	SEC	on	September	26,	2016).

10.1† Credit	Agreement,	dated	April	2,	2007,	among	Celanese	Holdings	LLC,	Celanese	US	Holdings	LLC,	the	subsidiaries	of	Celanese	US	Holdings LLC	from	time	to	time	party	thereto	as	borrowers,	the	Lenders	party	thereto,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as collateral	agent,	Merrill	Lynch	Capital	Corporation	as	syndication	agent,	ABN	AMRO	Bank	N.V.,	Bank	of	America,	N.A.,	Citibank	NA,	and	JP Morgan	Chase	Bank	NA,	as	co-documentation	agents	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	(File	No.	001- 32410)	filed	with	the	SEC	on	May	28,	2010).

10.1(a) Amended	and	Restated	Credit	Agreement,	dated	September	29,	2010,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	the	subsidiaries	of Celanese	US	Holdings	LLC	from	time	to	time	party	thereto	as	borrowers	and	guarantors,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative agent	and	collateral	agent,	Deutsche	Bank	Securities	LLC	and	Banc	of	Americas	Securities	LLC	as	joint	lead	arrangers	and	joint	book	runners, HSBC	Securities	(USA)	Inc.,	JPMorgan	Chase	Bank,	N.A.,	and	The	Royal	Bank	of	Scotland	PLC,	as	Co-Documentation	Agents,	the	other	lenders party	thereto,	and	certain	other	agents	for	such	lenders	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	(File	No.	001- 32410)	filed	with	the	SEC	on	September	29,	2010).

10.1(d) Amendment	Agreement,	dated	September	16,	2013,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	certain	subsidiaries	of	Celanese	US Holdings	LLC,	the	lenders	party	thereto,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as	collateral	agent,	and	Deutsche Bank	Securities	Inc.,	as	lead	arranger	and	book	runner	(containing	an	Amended	and	Restated	Credit	Agreement)	(incorporated	by	reference	to Exhibit	10.5.	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	October	21,	2013).

10.1(e) Amendment	Agreement,	dated	September	24,	2014,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	certain	subsidiaries	of	Celanese	US Holdings	LLC,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as	collateral	agent,	Bank	of	America,	N.A.,	as	syndication agent,	HSBC	Securities	(USA)	Inc.,	JPMorgan	Chase	Bank,	N.A.	and	The	Royal	Bank	of	Scotland	PLC	as	co-documentation	agents,	and	the	other lenders	party	thereto	(contains	an	Amended	and	Restated	Credit	Agreement)	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on Form	8-K	filed	with	the	SEC	on	September	25,	2014).

10.1(f) Amendment	Agreement,	dated	as	of	June	9,	2016,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	Celanese	Americas	LLC,	certain subsidiaries	of	Celanese	US	Holdings	LLC,	the	Lenders	party	thereto,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as collateral	agent,	Deutsche	Bank	AG,	New	York	Branch,	Bank	of	America,	N.A.,	JPMorgan	Chase	Bank,	N.A.,	Citibank,	N.A.,	The	Royal	Bank	of Scotland	plc	and	HSBC	Bank	USA,	National	Association,	each	as	an	issuing	bank,	Deutsche	Bank	AG,	New	York	Branch,	as	swingline	lender,	and Deutsche	Bank	Securities	Inc.	(incorporated	by	reference	to	Exhibit	10.1	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	26, 2016).

10.3(b) Joinder	Agreement,	dated	August	1,	2015,	among	Celanese	Sales	U.S.,	Ltd.,	CE	Receivables	LLC,	Celanese	US	Holdings	LLC,	The	Bank	of Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York	Branch,	as	administrator	and	purchaser	agent,	and	PNC	Bank,	National	Association,	as	purchaser	agent (incorporated	by	reference	to	Exhibit	10.2(b)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	6,	2016).

10.3(c) Receivables	Purchase	Agreement,	dated	August	28,	2013,	among	Celanese	International	Corporation,	CE	Receivables	LLC,	various	Conduit Purchasers,	Related	Committed	Purchasers,	LC	Banks	and	Purchaser	Agents,	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York	Branch,	as administrator	(incorporated	by	reference	to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	September	3,	2013).

10.3(d) First	Amendment	to	Receivables	Purchase	Agreement,	dated	October	31,	2013,	among	Celanese	International	Corporation,	CE	Receivables	LLC, various	Conduit	Purchasers,	Related	Committed	Purchasers,	LC	Banks	and	Purchaser	Agents,	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New York	Branch,	as	administrator	(incorporated	by	reference	to	Exhibit	10.2(b)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	7, 2014).

10.3(f) Third	Amendment	to	Receivables	Purchase	Agreement,	dated	February	2,	2015,	among	CE	Receivables	LLC,	Celanese	International	Corporation, various	Conduit	Purchasers,	Related	Committed	Purchasers,	LC	Banks	and	Purchaser	Agents,	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New York	Branch,	as	administrator	(incorporated	by	reference	to	Exhibit	10.2(e)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	6, 2015).

10.3(g) Omnibus	Amendment,	dated	as	of	December	1,	2015,	with	the	effect	of	Amendment	No.	1	to	the	Amended	and	Restated	Purchase	and	Sale Agreement,	and	Amendment	No.	4	to	the	Receivables	Purchase	Agreement,	among	Celanese	International	Corporation,	Celanese	U.S.	Sales	LLC, Celanese	Ltd.,	Ticona	Polymers,	Inc.,	Celanese	Sales	U.S.	Ltd.,	CE	Receivables	LLC,	various	Conduit	Purchasers,	Related	Committed	Purchasers, LC	Banks	and	Purchaser	Agents,	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York	Branch,	as	administrator	(incorporated	by	reference	to Exhibit	10.2(g)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	6,	2016).

10.3(h) Omnibus	Amendment	No.	2,	dated	as	of	July	8,	2016,	with	the	effect	of	Amendment	No.	2	to	the	Amended	and	Restated	Purchase	and	Sale Agreement,	and	Amendment	No.	5	to	the	Receivables	Purchase	Agreement,	among	Celanese	International	Corporation,	Celanese	Ltd.,	Ticona Polymers,	Inc.,	Celanese	Sales	U.S.	Ltd.,	CE	Receivables	LLC,	various	Conduit	Purchasers,	Related	Committed	Purchasers,	LC	Banks	and Purchaser	Agents,	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York	Branch,	as	administrator	(incorporated	by	reference	to	Exhibit	10.1	to the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	July	26,	2016).

10.3(i) Performance	Guaranty,	dated	August	28,	2013,	by	Celanese	US	Holdings	LLC	in	favor	of	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York Branch,	as	administrator	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	September	3,	2013).

10.5(a)‡ Amendment	Number	One	to	Celanese	Corporation	2008	Deferred	Compensation	Plan	dated	December	11,	2008	(incorporated	by	reference	to Exhibit	10.2	to	the	Registration	Statement	on	Form	S-8	(File	No.	333-158736)	filed	with	the	SEC	on	April	23,	2009).

10.5(b)‡ Amendment	Number	Two	to	Celanese	Corporation	2008	Deferred	Compensation	Plan	dated	December	22,	2008	(incorporated	by	reference	to Exhibit	10.4(b)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	7,	2014).

10.6(a)‡ Form	of	Nonqualified	Stock	Option	Agreement	(for	non-employee	directors)	between	Celanese	Corporation	and	award	recipient	(incorporated	by reference	to	Exhibit	10.8(d)	to	the	Annual	Report	on	Form	10-K	(File	No.	001-32410)	filed	with	the	SEC	on	February	11,	2011).

10.7‡ Celanese	Corporation	2009	Global	Incentive	Plan	(incorporated	by	reference	to	Exhibit	4.4	to	the	Registration	Statement	on	Form	S-8	(File	No. 333-158734)	filed	with	the	SEC	on	April	23,	2009).

10.7(a)‡ Form	of	2010	Nonqualified	Stock	Option	Award	Agreement	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference	to Exhibit	10.3	to	the	Current	Report	on	Form	8-K	(File	No.	001-32410)	filed	with	the	SEC	on	September	13,	2010).

10.7(b)‡ Form	of	2011	Nonqualified	Stock	Option	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed with	the	SEC	on	September	13,	2011).

10.8‡ Celanese	Corporation	2009	Global	Incentive	Plan,	as	Amended	and	Restated,	April	19,	2012	(incorporated	by	reference	to	Exhibit	10.1	to	the Current	Report	on	Form	8-K	filed	with	the	SEC	on	April	23,	2012).

10.8(a)‡ Form	of	2012	Nonqualified	Stock	Option	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.6(b)	to	the	Annual	Report	on	Form	10-K	filed with	the	SEC	on	February	8,	2013).

10.8(b)‡ Form	of	2013	Performance-Based	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on Form	8-K	filed	with	the	SEC	on	February	12,	2013).

10.8(c)‡ Form	of	2013	Time-Vesting	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.7(d)	to	the	Annual	Report	on	Form 10-K	filed	with	the	SEC	on	February	7,	2014).

10.8(d)‡ Form	of	2014-2015	Performance-Based	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.1	to	the	Quarterly	Report on	Form	10-Q	filed	with	the	SEC	on	April	22,	2014).

10.11‡ Summary	of	pension	benefits	for	David	N.	Weidman	(updated	to	include	revisions	effective	after	the	summary	was	first	filed	as	Exhibit	10.34	to	the Annual	Report	on	Form	10-K	filed	with	the	SEC	on	March	31,	2005)	(incorporated	by	reference	to	Exhibit	10.13	to	the	Annual	Report	on	Form	10- K	(File	No.	001-32410)	filed	with	the	SEC	on	February	11,	2011).

10.12(b)‡ Letter	Agreement,	dated	November	4,	2011,	between	Celanese	Corporation	and	Mark	C.	Rohr	(incorporated	by	reference	to	Exhibit	10.1	to	the Current	Report	on	Form	8-K	(File	No.	001-32410)	filed	with	the	SEC	on	November	7,	2011).

10.12(c)‡ Offer	Letter,	dated	September	8,	2012,	between	Celanese	Corporation	and	Lori	A.	Johnston	(incorporated	by	reference	to	Exhibit	10.1	to	the Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	October	23,	2012).

10.12(d)‡ Agreement	and	Amendment,	dated	March	18,	2013,	between	Celanese	Corporation	and	Douglas	M.	Madden	(incorporated	by	reference	to	Exhibit 10.4	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	April	19,	2013).

10.13(a)‡ Form	of	2010	Change	in	Control	Agreement	between	Celanese	Corporation	and	participant,	together	with	a	schedule	of	substantially	identical agreements	between	Celanese	Corporation	and	the	individuals	identified	thereon	(incorporated	by	reference	to	Exhibit	10.7	to	the	Quarterly	Report on	Form	10-Q	(File	No.	001-32410)	filed	with	the	SEC	on	July	29,	2010).

10.13(b)‡ Form	of	Amendment	No.	1	to	2010	Form	of	Change	in	Control	Agreement	between	Celanese	Corporation	and	participant,	together	with	a	schedule of	substantially	identical	agreements	between	Celanese	Corporation	and	the	individuals	identified	thereon	(incorporated	by	reference	to	Exhibit	10.5 to	the	Quarterly	Report	on	Form	10-Q	(File	No.	001-32410)	filed	with	the	SEC	on	October	26,	2011).

10.13(c)‡ Form	of	2012	Change	in	Control	Agreement	between	Celanese	Corporation	and	participant,	together	with	a	schedule	identifying	each	of	the executive	officers	with	substantially	identical	agreements	(incorporated	by	reference	to	Exhibit	10.5	to	the	Quarterly	Report	on	Form	10-Q	filed with	the	SEC	on	July	25,	2012).

10.13(d)‡ Form	of	2015	Change	in	Control	Agreement	between	Celanese	Corporation	and	participant,	together	with	a	schedule	identifying	each	of	the executive	officers	with	substantially	identical	agreements	(incorporated	by	reference	to	Exhibit	10.12(e)	to	the	Annual	Report	on	Form	10-K	filed with	the	SEC	on	February	6,	2016).

10.14‡ Form	of	Long-Term	Incentive	Claw-Back	Agreement	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference	to	Exhibit	10.4 to	the	Current	Report	on	Form	8-K/A	(File	No.	001-32410)	filed	with	the	SEC	on	January	26,	2009).

10.15‡ Celanese	Americas	Supplemental	Retirement	Savings	Plan,	as	amended	and	restated	effective	January	1,	2014	(incorporated	by	reference	to	Exhibit 10.14(a)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	6,	2015).

# 10.16*‡ Summary	of	Non-Employee	Director	Compensation.

# 12.1* Statement	of	Computation	of	Ratio	of	Earnings	to	Fixed	Charges.

# 21.1* 	 List	of	subsidiaries	of	Celanese	Corporation.

23.1* 	 Consent	of	Independent	Registered	Public	Accounting	Firm	of	Celanese	Corporation,	KPMG	LLP.

23.2* 	 Consent	of	Independent	Auditors	of	CTE	Petrochemicals	Company,	BDO	USA,	LLP.

23.3* 	 Consent	of	Independent	Auditors	of	National	Methanol	Company,	BDO	Dr.	Mohamed	Al-Amri	&	Co.

Power	of	Attorney	(included	on	the	signature	page	of	this	Annual	Report	on	Form	10-K).

32.1* 	 Certification	of	Chief	Executive	Officer	pursuant	to	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

32.2* 	 Certification	of	Chief	Financial	Officer	pursuant	to	Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

99.2* Audited	financial	statements	as	of	December	31,	2016	and	2015	and	for	each	of	the	years	in	the	three	year	period	ended	December	31,	2016	for National	Methanol	Company.

101.INS* 	 XBRL	Instance	Document.

101.SCH* 	 XBRL	Taxonomy	Extension	Schema	Document.

101.CAL* 	 XBRL	Taxonomy	Extension	Calculation	Linkbase	Document.

101.DEF* 	 XBRL	Taxonomy	Extension	Definition	Linkbase	Document.

# Exhibit

# Number Description

101.PRE* 	 XBRL	Taxonomy	Extension	Presentation	Linkbase	Document.

‡					Indicates	a	management	contract	or	compensatory	plan	or	arrangement.

†					Portions	of	this	exhibit	have	been	omitted	pursuant	to	a	request	for	confidential	treatment	filed	with	the	SEC	under	Rule	24b-2	of	the	Securities	Exchange	Act	of 1934,	as	amended.	The	omitted	portions	of	this	exhibit	have	been	separately	filed	with	the	SEC.

(1) The	Company	and	its	subsidiaries	have	in	the	past	issued,	and	may	in	the	future	issue	from	time	to	time,	long-term	debt.	The	Company	may	not	file	with	the applicable	report	copies	of	the	instruments	defining	the	rights	of	holders	of	long-term	debt	to	the	extent	that	the	aggregate	principal	amount	of	the	debt	instruments of	any	one	series	of	such	debt	instruments	for	which	the	instruments	have	not	been	filed	has	not	exceeded	or	will	not	exceed	10%	of	the	assets	of	the	Company	at any	pertinent	time.	The	Company	hereby	agrees	to	furnish	a	copy	of	any	such	instrument(s)	to	the	SEC	upon	request.



Question: what is the total research and development for the year 2014 through 2016 in millions
Calculation:    r_and_d_2014 = 78
 r_and_d_2015 = 119
 r_and_d_2016 = 86
 total_r_and_d = r_and_d_2014 + r_and_d_2015 + r_and_d_2016
 answer = total_r_and_d
Answer: 283