Consolidating Guarantor Financial Information | 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 8 ). 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 unaudited interim consolidating statements of cash flows for the six months ended June 30, 2015 and 2014 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. The unaudited interim consolidating financial statements for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and the non-guarantors are as follows: CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 674 1,174 (371 ) 1,477 Cost of sales — — (474 ) (1,011 ) 383 (1,102 ) Gross profit — — 200 163 12 375 Selling, general and administrative expenses — — (29 ) (77 ) — (106 ) Amortization of intangible assets — — (2 ) (1 ) — (3 ) Research and development expenses — — (49 ) (10 ) — (59 ) Other (charges) gains, net — — — (10 ) — (10 ) Foreign exchange gain (loss), net — — — (3 ) — (3 ) Gain (loss) on disposition of businesses and assets, net — — (1 ) (5 ) — (6 ) Operating profit (loss) — — 119 57 12 188 Equity in net earnings (loss) of affiliates 206 244 114 35 (559 ) 40 Interest expense — (41 ) (8 ) (8 ) 27 (30 ) Interest income — 5 20 3 (27 ) 1 Dividend income - cost investments — — — 26 — 26 Other income (expense), net — — 1 1 — 2 Earnings (loss) from continuing operations before tax 206 208 246 114 (547 ) 227 Income tax (provision) benefit (1 ) (2 ) (29 ) 9 (1 ) (24 ) Earnings (loss) from continuing operations 205 206 217 123 (548 ) 203 Earnings (loss) from operation of discontinued operations — — (3 ) — — (3 ) Income tax (provision) benefit from discontinued operations — — 1 — — 1 Earnings (loss) from discontinued operations — — (2 ) — — (2 ) Net earnings (loss) 205 206 215 123 (548 ) 201 Net (earnings) loss attributable to noncontrolling interests — — — 4 — 4 Net earnings (loss) attributable to Celanese Corporation 205 206 215 127 (548 ) 205 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 679 1,357 (267 ) 1,769 Cost of sales — — (501 ) (1,149 ) 289 (1,361 ) Gross profit — — 178 208 22 408 Selling, general and administrative expenses — — (18 ) (101 ) — (119 ) Amortization of intangible assets — — (2 ) (3 ) — (5 ) Research and development expenses — — (13 ) (11 ) — (24 ) Other (charges) gains, net — — — 2 — 2 Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (2 ) — — (2 ) Operating profit (loss) — — 143 94 22 259 Equity in net earnings (loss) of affiliates 259 282 48 89 (577 ) 101 Interest expense — (49 ) (6 ) (21 ) 36 (40 ) Interest income — 17 18 3 (36 ) 2 Dividend income - cost investments — — — 29 — 29 Other income (expense), net — — 1 — — 1 Earnings (loss) from continuing operations before tax 259 250 204 194 (555 ) 352 Income tax (provision) benefit — 9 (52 ) (46 ) (5 ) (94 ) Earnings (loss) from continuing operations 259 259 152 148 (560 ) 258 Earnings (loss) from operation of discontinued operations — — (1 ) — — (1 ) Income tax (provision) benefit from discontinued operations — — 1 — — 1 Earnings (loss) from discontinued operations — — — — — — Net earnings (loss) 259 259 152 148 (560 ) 258 Net (earnings) loss attributable to noncontrolling interests — — — 1 — 1 Net earnings (loss) attributable to Celanese Corporation 259 259 152 149 (560 ) 259 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,332 2,307 (712 ) 2,927 Cost of sales — — (905 ) (1,995 ) 729 (2,171 ) Gross profit — — 427 312 17 756 Selling, general and administrative expenses — — (53 ) (151 ) — (204 ) Amortization of intangible assets — — (3 ) (3 ) — (6 ) Research and development expenses — — (59 ) (20 ) — (79 ) Other (charges) gains, net — — (3 ) (12 ) — (15 ) Foreign exchange gain (loss), net — — — — — — Gain (loss) on disposition of businesses and assets, net — — (3 ) (4 ) — (7 ) Operating profit (loss) — — 306 122 17 445 Equity in net earnings (loss) of affiliates 441 523 206 75 (1,157 ) 88 Interest expense — (84 ) (13 ) (20 ) 60 (57 ) Interest income — 13 39 9 (60 ) 1 Dividend income - cost investments — — — 54 — 54 Other income (expense), net — — 1 1 — 2 Earnings (loss) from continuing operations before tax 441 452 539 241 (1,140 ) 533 Income tax (provision) benefit — (11 ) (82 ) (1 ) (2 ) (96 ) Earnings (loss) from continuing operations 441 441 457 240 (1,142 ) 437 Earnings (loss) from operation of discontinued operations — — (3 ) — — (3 ) Income tax (provision) benefit from discontinued operations — — 1 — — 1 Earnings (loss) from discontinued operations — — (2 ) — — (2 ) Net earnings (loss) 441 441 455 240 (1,142 ) 435 Net (earnings) loss attributable to noncontrolling interests — — — 6 — 6 Net earnings (loss) attributable to Celanese Corporation 441 441 455 246 (1,142 ) 441 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,386 2,657 (569 ) 3,474 Cost of sales — — (962 ) (2,300 ) 574 (2,688 ) Gross profit — — 424 357 5 786 Selling, general and administrative expenses — — (27 ) (196 ) — (223 ) Amortization of intangible assets — — (4 ) (7 ) — (11 ) Research and development expenses — — (26 ) (20 ) — (46 ) Other (charges) gains, net — — — 1 — 1 Foreign exchange gain (loss), net — — — (2 ) — (2 ) Gain (loss) on disposition of businesses and assets, net — — (5 ) 2 — (3 ) Operating profit (loss) — — 362 135 5 502 Equity in net earnings (loss) of affiliates 454 510 78 125 (1,026 ) 141 Interest expense — (95 ) (12 ) (40 ) 68 (79 ) Interest income — 31 35 4 (68 ) 2 Dividend income - cost investments — — — 58 — 58 Other income (expense), net — — 4 (3 ) — 1 Earnings (loss) from continuing operations before tax 454 446 467 279 (1,021 ) 625 Income tax (provision) benefit 1 8 (122 ) (57 ) (2 ) (172 ) Earnings (loss) from continuing operations 455 454 345 222 (1,023 ) 453 Earnings (loss) from operation of discontinued operations — — (1 ) — — (1 ) Income tax (provision) benefit from discontinued operations — — 1 — — 1 Earnings (loss) from discontinued operations — — — — — — Net earnings (loss) 455 454 345 222 (1,023 ) 453 Net (earnings) loss attributable to noncontrolling interests — — — 2 — 2 Net earnings (loss) attributable to Celanese Corporation 455 454 345 224 (1,023 ) 455 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 205 206 215 123 (548 ) 201 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities (1 ) (1 ) (1 ) (1 ) 3 (1 ) Foreign currency translation 37 37 56 74 (167 ) 37 Gain (loss) on cash flow hedges 1 1 1 1 (3 ) 1 Pension and postretirement benefits 4 4 3 4 (11 ) 4 Total other comprehensive income (loss), net of tax 41 41 59 78 (178 ) 41 Total comprehensive income (loss), net of tax 246 247 274 201 (726 ) 242 Comprehensive (income) loss attributable to noncontrolling interests — — — 4 — 4 Comprehensive income (loss) attributable to Celanese Corporation 246 247 274 205 (726 ) 246 Three Months Ended June 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 259 259 152 148 (560 ) 258 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (22 ) (22 ) (9 ) 2 29 (22 ) Gain (loss) on cash flow hedges (3 ) (3 ) — (3 ) 6 (3 ) Pension and postretirement benefits (14 ) (14 ) (14 ) — 28 (14 ) Total other comprehensive income (loss), net of tax (39 ) (39 ) (23 ) (1 ) 63 (39 ) Total comprehensive income (loss), net of tax 220 220 129 147 (497 ) 219 Comprehensive (income) loss attributable to noncontrolling interests — — — 1 — 1 Comprehensive income (loss) attributable to Celanese Corporation 220 220 129 148 (497 ) 220 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 441 441 455 240 (1,142 ) 435 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities (1 ) (1 ) (1 ) (1 ) 3 (1 ) Foreign currency translation (119 ) (119 ) (114 ) (137 ) 370 (119 ) Gain (loss) on cash flow hedges 3 3 6 3 (12 ) 3 Pension and postretirement benefits 1 1 — 4 (5 ) 1 Total other comprehensive income (loss), net of tax (116 ) (116 ) (109 ) (131 ) 356 (116 ) Total comprehensive income (loss), net of tax 325 325 346 109 (786 ) 319 Comprehensive (income) loss attributable to noncontrolling interests — — — 6 — 6 Comprehensive income (loss) attributable to Celanese Corporation 325 325 346 115 (786 ) 325 Six Months Ended June 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 455 454 345 222 (1,023 ) 453 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (17 ) (17 ) 7 (14 ) 24 (17 ) Gain (loss) on cash flow hedges (6 ) (6 ) — (3 ) 9 (6 ) Pension and postretirement benefits (26 ) (26 ) (26 ) — 52 (26 ) Total other comprehensive income (loss), net of tax (49 ) (49 ) (19 ) (17 ) 85 (49 ) Total comprehensive income (loss), net of tax 406 405 326 205 (938 ) 404 Comprehensive (income) loss attributable to noncontrolling interests — — — 2 — 2 Comprehensive income (loss) attributable to Celanese Corporation 406 405 326 207 (938 ) 406 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents 1 — 115 872 — 988 Trade receivables - third party and affiliates — — 182 888 (197 ) 873 Non-trade receivables, net 36 974 2,270 382 (3,436 ) 226 Inventories, net — — 250 595 (83 ) 762 Deferred income taxes — — 26 11 (22 ) 15 Marketable securities, at fair value — — 29 — — 29 Other assets — — 17 23 (10 ) 30 Total current assets 37 974 2,889 2,771 (3,748 ) 2,923 Investments in affiliates 3,041 6,216 4,199 721 (13,356 ) 821 Property, plant and equipment, net — — 1,022 2,749 — 3,771 Deferred income taxes — 16 237 9 (2 ) 260 Other assets — 102 154 395 (279 ) 372 Goodwill — — 314 402 — 716 Intangible assets, net — — 74 51 — 125 Total assets 3,078 7,308 8,889 7,098 (17,385 ) 8,988 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 1,972 700 249 (2,798 ) 123 Trade payables - third party and affiliates — — 354 579 (197 ) 736 Other liabilities 2 18 165 274 (161 ) 298 Deferred income taxes — 22 — 6 (22 ) 6 Income taxes payable — — 542 71 (508 ) 105 Total current liabilities 2 2,012 1,761 1,179 (3,686 ) 1,268 Noncurrent Liabilities Long-term debt — 2,234 373 204 (259 ) 2,552 Deferred income taxes — 14 — 115 (2 ) 127 Uncertain tax positions — 7 29 128 — 164 Benefit obligations — — 863 267 — 1,130 Other liabilities — — 119 170 (27 ) 262 Total noncurrent liabilities — 2,255 1,384 884 (288 ) 4,235 Total Celanese Corporation stockholders' equity 3,076 3,041 5,744 4,626 (13,411 ) 3,076 Noncontrolling interests — — — 409 — 409 Total equity 3,076 3,041 5,744 5,035 (13,411 ) 3,485 Total liabilities and equity 3,078 7,308 8,889 7,098 (17,385 ) 8,988 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of December 31, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 110 670 — 780 Trade receivables - third party and affiliates — — 184 821 (204 ) 801 Non-trade receivables, net 35 477 2,265 407 (2,943 ) 241 Inventories, net — — 268 613 (99 ) 782 Deferred income taxes — — 39 12 (22 ) 29 Marketable securities, at fair value — — 32 — — 32 Other assets — 6 12 34 (19 ) 33 Total current assets 35 483 2,910 2,557 (3,287 ) 2,698 Investments in affiliates 2,784 5,889 4,349 613 (12,759 ) 876 Property, plant and equipment, net — — 1,029 2,704 — 3,733 Deferred income taxes — 16 211 26 — 253 Other assets — 674 146 400 (843 ) 377 Goodwill — — 314 435 — 749 Intangible assets, net — — 73 59 — 132 Total assets 2,819 7,062 9,032 6,794 (16,889 ) 8,818 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 1,894 184 290 (2,231 ) 137 Trade payables - third party and affiliates — — 413 548 (204 ) 757 Other liabilities 1 34 225 402 (230 ) 432 Deferred income taxes — 22 — 7 (22 ) 7 Income taxes payable — — 484 45 (524 ) 5 Total current liabilities 1 1,950 1,306 1,292 (3,211 ) 1,338 Noncurrent Liabilities Long-term debt — 2,269 900 208 (769 ) 2,608 Deferred income taxes — — — 141 — 141 Uncertain tax positions — 6 16 137 — 159 Benefit obligations — — 923 288 — 1,211 Other liabilities — 53 121 192 (83 ) 283 Total noncurrent liabilities — 2,328 1,960 966 (852 ) 4,402 Total Celanese Corporation stockholders' equity 2,818 2,784 5,766 4,276 (12,826 ) 2,818 Noncontrolling interests — — — 260 — 260 Total equity 2,818 2,784 5,766 4,536 (12,826 ) 3,078 Total liabilities and equity 2,819 7,062 9,032 6,794 (16,889 ) 8,818 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 83 45 285 306 (166 ) 553 Investing Activities Capital expenditures on property, plant and equipment — — (74 ) (43 ) — (117 ) Acquisitions, net of cash acquired — — (3 ) — — (3 ) Proceeds from sale of businesses and assets, net — — — — — — Capital expenditures related to Fairway Methanol LLC — — (9 ) (201 ) — (210 ) Return of capital from subsidiary — — — — — — Contributions to subsidiary — — (60 ) — 60 — Intercompany loan receipts (disbursements) — 3 (25 ) (15 ) 37 — Other, net — — (12 ) (12 ) — (24 ) Net cash provided by (used in) investing activities — 3 (183 ) (271 ) 97 (354 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — 25 (1 ) (1 ) (25 ) (2 ) Proceeds from short-term borrowings — — — 26 — 26 Repayments of short-term borrowings — — — (39 ) — (39 ) Proceeds from long-term debt — 15 — — (15 ) — Repayments of long-term debt — (5 ) (3 ) (7 ) 3 (12 ) Purchases of treasury stock, including related fees — — — — — — Dividends to parent — (83 ) (83 ) — 166 — Contributions from parent — — — 60 (60 ) — Stock option exercises 2 — — — — 2 Series A common stock dividends (84 ) — — — — (84 ) Return of capital to parent — — — — — — Contributions from noncontrolling interests — — — 155 — 155 Other, net — — (10 ) (1 ) — (11 ) Net cash provided by (used in) financing activities (82 ) (48 ) (97 ) 193 69 35 Exchange rate effects on cash and cash equivalents — — — (26 ) — (26 ) Net increase (decrease) in cash and cash equivalents 1 — 5 202 — 208 Cash and cash equivalents as of beginning of period — — 110 670 — 780 Cash and cash equivalents as of end of period 1 — 115 872 — 988 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 169 109 333 142 (336 ) 417 Investing Activities Capital expenditures on property, plant and equipment — — (100 ) (30 ) — (130 ) Acquisitions, net of cash acquired — — — — — — Proceeds from sale of businesses and assets, net — — — — — — Capital expenditures related to Fairway Methanol LLC — — (34 ) (109 ) — (143 ) Return of capital from subsidiary — — 51 — (51 ) — Contributions to subsidiary — — (97 ) — 97 — Intercompany loan receipts (disbursements) — 3 (61 ) — 58 — Other, net — — (6 ) (4 ) — (10 ) Net cash provided by (used in) investing activities — 3 (247 ) (143 ) 104 (283 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — 61 10 (9 ) (61 ) 1 Proceeds from short-term borrowings — — — 25 — 25 Repayments of short-term borrowings — — — (43 ) — (43 ) Proceeds from long-term debt — — — — — — Repayments of long-term debt — (5 ) (3 ) (8 ) 3 (13 ) Purchases of treasury stock, including related fees (103 ) — — — — (103 ) Dividends to parent — (168 ) (168 ) — 336 — Contributions from parent — — — 97 (97 ) — Stock option exercises 3 — — — — 3 Series A common stock dividends (67 ) — — — — (67 ) Return of capital to parent — — — (51 ) 51 — Contributions from noncontrolling interests — — — 148 — 148 Other, net — — (1 ) — — (1 ) Net cash provided by (used in) financing activities (167 ) (112 ) (162 ) 159 232 (50 ) Exchange rate effects on cash and cash equivalents — — — (4 ) — (4 ) Net increase (decrease) in cash and cash equivalents 2 — (76 ) 154 — 80 Cash and cash equivalents as of beginning of period — — 284 700 — 984 Cash and cash equivalents as of end of period 2 — 208 854 — 1,064 |