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•	presides over executive sessions of the non-employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the Chairman and CEO;

•	approves the scheduling of board meetings, as well as the agenda and materials for each board meeting and executive session of the board’s non-employee, independent directors;

•	has the authority to call meetings of the board and such other meetings of the non-employee, independent directors as he/she deems necessary;

•	serves as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;

•	meets regularly with the Chairman and CEO;

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•	communicates with stockholders as requested and deemed appropriate by the board;

•	interviews director candidates along with the nominating and corporate governance committee;

•	approves and coordinates the retention of advisors and consultants who report directly to the non-employee, independent members of the board, except as otherwise required by applicable law or the New York Stock Exchange (“NYSE”) Listing Standards;

•	guides the board’s governance processes concerning the annual board self-evaluation and CEO succession planning; and

•	when requested by the Chairman or the board, assists the board in reviewing and assuring compliance with governance principles.

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•	audit committee;

•	compensation and management development committee;

•	nominating and corporate governance committee; and

•	environmental, health, safety and public policy committee.

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•	accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;

•	the quality and integrity of the financial statements of the Company;

•	internal control and compliance programs;

•	the independent registered public accounting firm’s qualifications and independence; and

•	the performance of the independent registered public accounting firm and the Company’s internal audit function.

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•	review and approve the compensation of the Company’s executive officers;

•	review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; and

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

•	identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill board vacancies;

•	review and recommend non-employee director compensation to the board;

•	develop and recommend to the board and oversee implementation of the Company’s Corporate Governance Guidelines;

•	oversee evaluations of the board; and

•	recommend to the board nominees for the committees of the board.

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•	oversee the Company’s policies and practices concerning environmental, health, safety and public policy issues;

•	review the impact of such policies and practices on the Company’s corporate social responsibilities, public relations and sustainability; and

•	make recommendations to the board regarding these matters.

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•	the ability to attend and voice opinions at the annual meeting of stockholders (see page 96);

•	a dedicated annual meeting page on our website (see page 98);

•	a majority voting standard (see page 18);

•	the annual advisory vote to approve executive compensation (see page 36);

•	annual voting for directors (being phased in through 2019) (see page 9);

•	the commitment to thoughtfully consider stockholder proposals submitted to the Company (see page 98); and

•	the ability to direct communications to individual directors or the entire board (see page 98).

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(1)	Mr. Barlett retired during 2016. Therefore, the information above reflects his service on the board through April 21, 2016. Mr. Rohr is not included in this table because he was an employee of the Company during 2016 and received no

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(2)	Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective directors, as applicable.

(3)

Represents the grant date fair value of 1,717 RSUs granted to each non-management director (2,313 RSUs for Mr. Brown, which included a prorated amount of RSUs for his time served from January 2016 to April 2016) in April 2016 under the Company’s 2009 Global Incentive Plan, most recently approved by stockholders in 2012, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. For a discussion of the method and assumptions used to calculate such expense, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. As of December 31, 2016, each non-employee director then employed by the Company owned 1,717 RSUs, except Mr. Brown, who held 2,313 RSUs.

(4)	The Company has not granted stock options to directors since 2007. As of December 31, 2016, no persons serving as a non-management director held any stock options.

(5)	Deferrals by directors under the 2008 Deferred Compensation Plan, including deferrals of RSUs, do not receive above-market earnings and therefore no amount with respect to those deferrals is included in the Table.

(6)

Directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including participation in director education programs. We generally do not provide perquisites to our directors. Occasionally, a director’s spouse may accompany him or her on Company business at our request. For example, spouses are invited to some of the board dinners we hold during the year in connection with board meetings. This policy involves a de minimus or no incremental cost to us, and we believe it serves a legitimate business purpose. The board does not provide any tax gross-ups on any director perquisites. No director received perquisites at or exceeding a total value of $10,000 in 2016.

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*	Less than 1% of shares.

(1)

Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through exercise of options or vesting of restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.

(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 21, 2017, and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options granted under the 2009 GIP that have vested or will vest within 60 days of February 21, 2017, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of February 21, 2017. Does not include (i) units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 4,528 equivalent shares, Mr. Brown – 504 equivalent shares, Mr. Galante – 3,997 equivalent shares, Mr. Ihlenfeld – 3,997 equivalent shares, Ms. Walters – 9,967 equivalent shares, and Mr. Wulff – 17,204 equivalent shares, and (ii) the portion of long-term incentive plan PRSU or RSU awards that previously vested but remain subject to a 7-year hold requirement as follows: Mr. Jensen – 4,680 equivalent shares, and Mr. Nivica – 9,590 equivalent shares.

(3)	On February 13, 2017, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 7 to Schedule 13G with the SEC reporting beneficial ownership of 12,648,009 shares of Common Stock as of December 31, 2016 with sole voting power and sole dispositive power over such shares. The address of Capital Research is 333 South Hope Street, Los Angeles, CA 90071.

(4)	On February 14, 2017, Dodge & Cox filed an Amendment No. 6 to Schedule 13G with the SEC reporting beneficial ownership of 13,320,928 shares of Common Stock as of December 31, 2016, with sole voting power over 12,528,210 shares and sole dispositive power over 13,320,928 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(5)

On February 10, 2017, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 11,441,359 shares of Common Stock as of December 31, 2016, with sole voting power over 117,820 shares, shared voting power over 26,673, sole dispositive power over 11,295,023 shares and shared dispositive power over 146,336 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(6)	On February 9, 2017, Wellington Management Group LLP (“Wellington”) filed a Schedule 13G with the SEC reporting beneficial ownership of 8,235,128 shares of Common Stock as of December 31, 2016 with shared voting power over 4,501,949 shares and shared dispositive power over 8,235,128 shares. The address of Wellington is 280 Congress Street, Boston, MA 02210.

(7)	Listed alphabetically. Except as set forth in the footnotes below, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

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

(9)	Includes beneficial ownership of Common Stock by Mr. Jensen of 1,041 and by Mr. Sutton of 5 equivalent shares in the Celanese Stock Fund under the CARSP as of February 21, 2017. The individual has the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

(10)	Excludes shares held by Mr. Nivica, who ceased employment with the Company on March 3, 2017. Does not include 331,380 PRSUs (at target or actual performance for completed awards) held by our current executive officers as of February 21, 2017 subject to future performance and vesting conditions.

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•	support the execution of our business strategy and long-term financial objectives;

•	attract, incentivize and retain a talented team of executives who will provide leadership for our success in dynamic, competitive markets and products, using balanced performance metrics;

•	align performance with the creation of long-term stockholder value and returns; and

•	reward executives for contributions at a level reflecting the Company’s performance as well as their individual performance.

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•	Our net sales were $5.4 billion in 2016, down 5% from 2015.

•	We generated net earnings of $906 million in 2016, up 218%, in part due to a non-recurring contract termination payment in 2015, while Adjusted EBIT(1) was $1.3 billion in 2016, up 3.4% from 2015.

•	GAAP diluted earnings per share was $6.19, up 208%, while adjusted earnings per share(2) was $6.61, an increase of 9.8% over 2015, primarily due to an increase in net earnings, as volumes grew year over year, productivity initiatives and a reduction in outstanding share count.

(1)

Adjusted EBIT is a non-GAAP financial measure (“Adjusted EBIT”) that we define as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items. See “Exhibit A” to this Proxy Statement for additional information concerning this performance measure and a reconciliation of this measure to net earnings, the most comparable U.S. GAAP financial measure.

(2)

Adjusted earnings per share or Adjusted EPS is a non-GAAP financial measure that we define as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. See “Exhibit A” to this Proxy Statement for additional information concerning this performance measure and a reconciliation of this measure to diluted earnings per share, the most comparable U.S. GAAP financial measure.

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•	Cumulative total stockholder return(3) over the prior one-, three- and five-year periods was 19.4%, 50.4% and 91.0%, respectively.

•	Our cash flow from operations was $893 million, up 3.6% from 2015, while our free cash flow(4) was $623 million up 12.1% from 2015, after making a $300 million voluntary contribution to our US pension in 2016.

•	During 2016, we returned a record $701 million to stockholders:

◦	We increased the rate of our quarterly cash dividend per share by 20% and paid an aggregate of $201 million in cash dividends. We have paid cash dividends for 47 consecutive quarters and the compound average rate of increase in the dividend per share has been approximately 20% annually since 2009.

◦	We repurchased $500 million of our Common Stock under our previously announced stock repurchase program.

◦	We have returned $3.0 billion to stockholders since 2005 in the form of common stock cash dividends and share repurchases.

•	As evidence of our financial performance, our debt ratings were upgraded to Investment Grade status by both Moody’s and Standard & Poor’s in 2016. This upgrade underscores the success we have had in transforming our business, significantly growing our earnings and cash flow and delevering our balance sheet.

(3)	Cumulative stock price appreciation plus dividends, with dividends reinvested.

(4)

Free cash flow is a non-GAAP financial measure that we define as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to our partner in our Texas methanol joint venture. See “Exhibit A” to this Proxy Statement for additional information concerning this liquidity measure and a reconciliation of this measure to cash flow from operations, the most comparable U.S. GAAP financial measure.

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•	the broad implications of a low feedstock environment and the associated impact on global growth in general;

•	the potential impact of changes in the Euro:Dollar exchange rates;

•	structural changes in the acetate tow industry; and

•	the impact of several planned plant turnarounds.

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(1)

Moving the performance period for the PRSUs from two years to three years beginning in 2016 created a one-year gap in pay opportunity for the named executive officers.  In order to fill this gap, and consistent with our program objectives of encouraging retention of key leaders and alignment with long-term stockholder interests, the compensation and management development committee approved for 2016 an additional grant of time-based restricted stock units (“RSUs”) vesting at the end of three years following the grant date to each of the NEOs except the CEO.  Certain of the NEOs also received time-based RSUs for retention purposes. See “2016 Compensation Decisions – Long-Term Incentive Compensation.”

(2)

Return on capital employed (ROCE) is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables - third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests.

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•	Competitive – pay should be set at a level for the role that is competitive to our peers with whom we compete for talent, is equitable among our executive officers, and recognizes the knowledge, skills and attributes of our executive officers;

•	Performance-based – pay should reward individual and Company performance when pre-established short- and long-term goals are met or exceeded and provide for consequences when such targets are not met;

•	Aligned with Stockholders – incentive plans should encourage long-term increases in stockholder value; and

•	Focused on Talent – pay should be designed to attract, motivate and retain key executives.

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(1)	Available for grant to new hires and in special circumstances.

(2)	See “Executive Summary – Our Response to the Advisory Vote and Stockholder Feedback“ and ”Exhibit A”.

(3)	Plan frozen as of December 31, 2013 except for interest accruals. See “2016 Pension Benefits Table”.

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•	Achieve Adjusted EPS, Adjusted EBIT, free cash flow, working capital, return on capital employed and stewardship targets;

•	Develop a cash management plan in order to achieve M&A funding and returns to stockholders objectives;

•	Further develop pipeline management for the Materials Solutions core;

•	Increase safety awareness;

•	Expand our internal understanding and awareness in the areas of diversity and inclusion; and

•	Expand our corporate responsibility in the areas of community outreach and volunteerism.

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•	Executing on all aspects of the financial plan which led to record setting levels of adjusted earnings per share and free cash flow (before a pension contribution);

•	Returned $700 million to stockholders through dividend increases and repurchases of shares, together with annual total stockholder return of 19.4%;

•	Held top leaders accountable to take leadership roles in creating a strong culture of diversity and inclusion;

•	Record stewardship results in the areas of process safety and environmental events;

•	Exceeded pipeline closes in the Materials Solutions core; and

•	Increasing volunteerism across Celanese with employees investing over 120,000 hours of their time in the communities we work and live in.

(1)

For purposes of calculating the 2016 annual incentive plan award, Adjusted EBIT is defined as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes and further adjusted for Certain Items. See “Exhibit A”. The percentages for Threshold, Target and Superior reflect the required percentage improvement over the prior year’s Adjusted EBIT of $1.236 billion.

(2)	For purposes of calculating the 2016 annual incentive plan award, the working capital component is defined as (a) third-party accounts receivable plus (b) inventory less (c) third-party accounts payable (exclusive of amounts payable in regard to the

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(3)	For purposes of calculating the 2016 annual incentive plan award for occupational safety, the number of Company injuries is expressed as actual recordable incidents and lost time injuries of our employees and on-site contractors world-wide.

(4)	For purposes of calculating the 2016 annual incentive plan award, process safety includes the actual number of incidents of major plus serious loss of primary containment (defined as a release of greater than 10% of process safety quantity).

(5)	For purposes of calculating the 2016 annual incentive plan award, environment stewardship includes the actual number of serious and major chemical releases into the environmental (defined as a release that is greater than 20% of the reportable quantity).

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(1)	See “Exhibit A” for definitions and additional information.

(2)	Dollars in millions.

(3)	The threshold Adjusted EBIT hurdle was not achieved; however, the Company’s Operating EBITDA for the performance period exceeded 5% of Net Sales for such period, and thus the award paid out at 34% of target.

(1)

Adjusted EPS is defined by the Company as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method. Return on Capital Employed (ROCE) is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables - third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests. See “Exhibit A” for definitions and additional information.

(2)	The payout on the earnings growth measure will be limited if the Company’s three-year relative total stockholder return is in the bottom quartile of the S&P 500 Index.

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

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

•	reviewing and approving both target and actual pay levels of the CEO and our other named executive officers; and

•	reviewing and approving incentive and equity-based compensation plans, including our annual incentive plan award and our long-term incentive plans, and all grants of awards under such plans to our executive officers.

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•	analyzed and benchmarked incentive plan targets;

•	reviewed and provided guidance on compensation plan design;

•	reviewed the composition of our compensation comparator group and recommended modifications;

•	conducted an analysis of our compensation for the CEO and the other named executive officers, and assessed how target and actual compensation aligned with our philosophy and objectives; and

•	provided market data, historical compensation information, internal equity comparisons, share usage and dilution, competitive practice information and recommendations regarding compensation trends and compensation strategy.

•	review and provide guidance on compensation plan design for 2017;

•	provide market data, historical compensation information, and internal equity comparisons, for the CEO and the other named executive officers, for purposes of setting executive officer pay for 2017; and

•	evaluate share usage and dilution, competitive practice information and make recommendations regarding compensation trends, compensation strategy and our proxy statement.

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(1)	Calculated using $70.02, the average of the 2016 high and low share prices, and total salary paid during 2016.

(2)	Mr. Quarles is on track for compliance with the ownership guideline by the June 2020 deadline, based on his hire date.

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•	our incentive programs utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;

•	a significant portion of our named executive officers’ incentive compensation consists of long-term incentive or other equity-based compensation, which, when coupled with our stock ownership guidelines, encourages long-term equity ownership of our Common Stock by the executives, aligning their interests with our stockholders;

•	the financial metrics utilized under each of the programs are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation and management development committee believes will create long-term stockholder value;

•	various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;

•	in determining the exact mix of compensation from year to year, the compensation and management development committee intends to grant awards that provide an appropriate level of “market risk” that do not encourage excessive risk taking; and

•	compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.

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(1)

Principal position as of December 31, 2016. Mr. Jensen served as our interim Chief Financial Officer from May 6, 2014 until July 21, 2015 and was elected Executive Vice President effective February 14, 2017. Mr. Quarles joined the Company in June 2015. Mr. Sutton joined the Company in August 2013, and was named to this position as an executive officer effective June 1, 2015. Information is not provided for years prior to 2015 for Mr. Quarles and Mr. Sutton because they were not executive officers prior to 2015. Mr. Nivica terminated employment with the Company effective March 3, 2017.

(2)	Mr. Quarles’ offer letter provided for a sign-on cash payment in the amount indicated within 30 days of his start date, which amount must be returned to the Company if he voluntarily terminates his employment within two years.

(3)

Represents the grant date fair value of long-term incentive (equity) awards granted in the year indicated under our 2009 GIP computed in accordance with ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value for 2016, see Notes 2 and 20 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Additional information regarding PRSUs and RSUs granted to the named executive officers during 2016 is set forth in note 8 below and in the “2016 Grants of Plan-Based Awards Table” on a grant-by-grant basis.

(4)	Represents the grant date fair value of stock options granted in the year indicated under our 2009 GIP computed in accordance with FASB ASC Topic 718. For a detailed discussion of the method and assumptions used to calculate such value,

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(5)	Includes annual incentive plan award cash payouts with respect to 2016 performance. Further information about the Annual Incentive Plan is set forth in “Compensation Discussion and Analysis – Compensation Decisions – Salary and Incentive Compensation – Annual Incentive Plan Awards” and the “2016 Grants of Plan-Based Awards Table”.

(6)	Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 3.95% for 2016. The discount rate in 2015 was 4.2% and the rate in 2014 was 3.9%. The values shown assume retirement from the CARPP and the CASRPP at age 65 with a life only benefit.

(7)	The amounts reported in this column with respect to fiscal 2016 consist of the following:

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(8)	The stock awards consisted of the following:

(9)	The grant date fair value of long-term incentive (equity) awards granted in 2015 to Mr. Quarles includes sign-on equity awards that, in part, replaced lost equity awards when he joined the Company.

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(1)

2016 Annual Incentive Plan. For purposes of this table, (i) the “threshold” bonus amount is calculated based on all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based on all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based on all performance measures being achieved at the plan superior levels (200% of target bonus); and (iv) the individual performance modifier (0-150%) for each executive officer being equal to 100% in the “threshold” and “target” scenarios and 150% in the “maximum” scenarios. See “ Compensation Discussion and Analysis – 2016 Compensation Decisions – Annual Incentive Plan Awards” for additional information.

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(2)	2016 LTIP. PRSUs representing the 2016 LTIP were awarded under the 2009 GIP and vest on February 15, 2019, based on the Company’s achievement of target levels of Adjusted EPS growth and Return on Capital Employed during fiscal years 2016-2018. See “2016 Compensation Decisions - Long-Term Incentive Compensation” and “Exhibit A” for more information about these awards and performance measures.

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(1)	Vesting treatment upon termination of employment is described under “Potential Payments Upon Termination or Change in Control – Long-Term Incentive Awards”.

(2)	For PRSUs, the market or payout value has been computed based on the number of units awarded (less any units distributed as of December 31, 2016) at actual performance for the 2014 PRSUs, 34% of target performance for the 2015 PRSUs, and target performance for the 2016 PRSUs, multiplied by the closing stock price on December 31, 2016. Actual performance and payout value may vary.

(3)	Subject to a hold requirement upon exercise.

(4)	Subject to a hold requirement upon exercise.

(5)	The June 1, 2015 time-vesting RSUs vest 33% on June 1, 2016 and 2017 and 34% on June 1, 2018; and the July 21, 2015 time-vesting RSUs vest on July 21, 2018.

(6)	Represents PRSUs granted under our 2014 LTIP adjusted for performance at 200% of target based on actual 2014-2015 Adjusted EBIT results. These PRSUs vest 50% on January 1, 2017 (50% previously vested on February 1, 2016).

(7)	Represents PRSUs granted in February 2015 under our 2015 LTIP adjusted for performance at 34% as described above. These PRSUs vest 50% on each of February 15, 2017 and January 1, 2018. For additional information, see “2016 Compensation Decisions – Long-Term Incentive Compensation” above.

(8)	Represents RSUs granted in February 2016. These RSUs vest 100% on February 15, 2019.

(9)	Represents PRSUs granted in February 2016 under our 2016 LTIP at target. These PRSUs vest 100% on February 15, 2019 subject to adjustment (0-200% of targeted amount shown) based on Company performance against pre-established performance measures. For additional information, see “2016 Compensation Decisions – Long-Term Incentive Compensation” above.

(10)	Represents RSUs granted in December 2016. These RSUs vest 33% on each of December 8, 2017 and 2018, and 34% on December 8, 2019. For additional information, see “2016 Compensation Decisions – Long-Term Incentive Compensation” above.

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

(1)	As noted below, this plan has been frozen, meaning that benefits (other than earnings) are no longer accrued for compensation or service after the applicable plan freeze date.

(2)	The present value amounts shown in the table above are the amount needed today that, with interest, would provide the named executive officer’s future retirement benefit. Retirement is assumed to occur at age 65 in the CARPP and participants receive their cash balance benefit as a lump sum.

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(1)	Amounts in this column for the CASRSP represent Company contributions credited under the plan for 2016, which amounts are also included as All Other Compensation in the “2016 Summary Compensation Table”.

(2)

Amounts in this column for the CASRSP and the 2008 Deferred Compensation Plan (“2008 Deferred Plan”) represent earnings during 2016 under such plans. For Mr. Nivica and Mr. Sutton, earnings correspond to the yield on the investment options chosen by them under the 2008 Deferred Plan, which mirror the investment options under the CARSP. Amounts in this column for the 2009 GIP represent changes in our stock price during the year for all outstanding RSUs and/or PRSUs that were previously vested but remain subject to a hold requirement, plus related unpaid cash dividends credited during 2016 on such awards. None of the amounts in this column were reported as compensation in the “2016 Summary Compensation Table”.

(3)

Amounts in this column for the CASRSP do not include contributions credited for 2016 (column (d)) but not yet deposited into the participant’s account. Amounts in this column for the 2009 GIP include the value, at December 31, 2016, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards

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

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

▪	the higher of (a) the officer’s target bonus in effect on the last day of the fiscal year that ended immediately prior to the year in which the date of termination occurs, or (b) the average of the cash bonuses paid by the Company to the named executive officer for the three fiscal years preceding the date of termination; and

•	group health and dental coverage for the named executive officer and his or her dependents for a period of two years following the date of termination.

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(1)	Paid pursuant to the Severance Plan and change in control agreements, as applicable and discussed above.

(2)

Time-based RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.

(3)

Upon a change in control, 2014 performance-based RSUs (“PRSUs) vest at the maximum level (200%) and 2015/2016 PRSUs vest at the greater of target or estimated actual performance (target performance has been assumed) if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control – Without Termination column above would be different.

(4)	None of the named executive officers is entitled to any tax gross-up.

(5)	Represents reimbursement of premiums for 18 months of medical and dental coverage continuation upon a change in control as applicable, and the payment of COBRA premiums for a period of one year (18 months for Mr. Rohr) from the date of termination under our Severance Plan, each based on 2016 rates.

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

(7)

The executives’ change in control agreements provide for a “best net” feature which would reduce the parachute payments to the safe-harbor limit if it is more financially advantageous to the executive on an after-tax basis (taking into consideration federal, state and local income taxes, and the imposition of the excise tax). In the event it is more advantageous for the executive’s payments to be reduced, the Company shall reduce or eliminate the payments by first reducing or eliminating those payments which are not payable in cash and then by reducing or eliminating cash payments in each case in reverse order of when they would have otherwise been paid.

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(1)	For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.

(2)	Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.

(3)	Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.

(4)	For other permitted professional advisory services.

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•	prescribe, amend and rescind rules and regulations relating to the 2009 GIP and to define terms not otherwise defined in the 2009 GIP;

•	determine which persons are plan participants, to which of such participants awards will be granted and the timing of any such awards, provided that the board makes determinations regarding awards to non-employee directors;

•	grant awards and determine the terms and conditions of those awards, including the number of shares subject to awards and the exercise or purchase price of such shares and the circumstances under which awards become exercisable or vested or are forfeited or expire;

•	establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any award;

•	prescribe and amend the terms of the agreements or other documents evidencing awards and the terms or form of any document or notice required to be delivered to the Company by participants under the 2009 GIP;

•	determine the extent to which adjustments are required in relation to changes in the Company’s capitalization, such as stock splits, reverse stock splits or dividends;

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•	interpret and construe the 2009 GIP, any rules and regulations under the 2009 GIP and the terms and conditions of any award, and to make exceptions to any such provisions in good faith in extraordinary circumstances; and

•	make all other determinations deemed necessary or advisable for the administration of the 2009 GIP.

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•	Stock options (both incentive stock options and “non-qualified’’ stock options);

•	SARs, alone or in conjunction with stock options or other awards, settled in cash or stock, or a combination of both;

•	Shares of restricted stock and RSUs (which may have performance conditions), settled in cash or stock, or any combination of both; and

•	Incentive bonuses which may be paid in cash, stock or a combination of both.

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•	cash flow (before or after dividends) or cash from operations;

•	earnings, profit or income measures or earnings per share;

•	stock price (including, but not limited to, growth measures and total stockholder return);

•	cost control measures, expense targets, productivity and ratios thereof;

•	improvement of financial ratings;

•	return measures (including, but not limited to, return on assets, net assets, capital, investment, invested capital, equity, sales or revenue);

•	market share or market capitalization;

•	economic value added;

•	debt levels or reduction or leverage (debt to capital);

•	revenue or revenue growth;

•	balance sheet metrics;

•	operating margin, profit margin or other margin metrics;

•	return on operating revenue or operating ratio;

•	successful completion of, or achievement of milestones or objectives related to, financing or capital raising transactions, strategic acquisitions or divestitures, joint ventures, partnership or other transactions;

•	implementation, completion or attainment of measurable objectives with respect to recruitment or retention of personnel or employee satisfaction;

•	operating revenue or efficiency;

•	bookings or backlog;

•	customer metrics;

•	working capital targets;

•	environmental, health and/or safety goals;

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•	strategic initiatives or sustainability metrics (including, but not limited to, corporate governance, consumer advocacy, enterprise risk management, employee development and portfolio restructuring); and/or

•	derivations of any of the foregoing.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated February 1, 2017 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on February 1, 2017.

(2)	Excludes accelerated depreciation and amortization expense, which amounts are included in Certain items above.

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(1)	Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated February 1, 2017 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on February 1, 2017.

(2)	The adjusted effective tax rate is 17% for the year ended December 31, 2016 and 18% for the year ended December 31, 2015, as detailed in the Adjusted Tax Rate table below.

(3)	The year ended December 31, 2016 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 6.9% vs. expected plan asset returns of 7.3%. The year ended December 31, 2015 excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of (2.5)% vs. expected plan asset returns of 7.8%.

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

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

(2)

Reflects the tax impact on pre-tax adjustments presented in Certain Items. Information about Certain items is included in the Company’s Non-GAAP Financial Measures and Other Information document dated February 1, 2017 available in the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.2 to our Form 8-K furnished to the SEC on February 1, 2017. During 2015, the Company recorded a $123 million long-lived impairment to fully write-off certain ethanol related assets at our facility in Nanjing, China and $174 million charge related to the termination of an existing agreement with a raw materials supplier in Singapore. For US GAAP purposes, these charges were incurred in jurisdictions for which valuation allowances are being recorded. These combined charges make up the majority of the 15% impact for 2015.

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

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

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

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

(2)	Excludes required debt service and capital lease payments of $56 million and $25 million for the years ending December 31, 2016 and 2015, respectively.

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