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 nine months ended September 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 September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 553 1,119 (259 ) 1,413 Cost of sales — — (424 ) (974 ) 288 (1,110 ) Gross profit — — 129 145 29 303 Selling, general and administrative expenses — — (22 ) (71 ) — (93 ) Amortization of intangible assets — — (1 ) (2 ) — (3 ) Research and development expenses — — (9 ) (10 ) — (19 ) Other (charges) gains, net — — 1 (5 ) — (4 ) Foreign exchange gain (loss), net — — — 3 — 3 Gain (loss) on disposition of businesses and assets, net — — (2 ) 1 — (1 ) Operating profit (loss) — — 96 61 29 186 Equity in net earnings (loss) of affiliates 161 173 77 47 (408 ) 50 Interest expense — (23 ) (2 ) (8 ) 4 (29 ) Refinancing expense — — — — — — Interest income — 2 — 2 (4 ) — Dividend income - cost investments — — — 26 — 26 Other income (expense), net — (1 ) 1 (8 ) — (8 ) Earnings (loss) from continuing operations before tax 161 151 172 120 (379 ) 225 Income tax (provision) benefit — 10 (30 ) (45 ) (9 ) (74 ) Earnings (loss) from continuing operations 161 161 142 75 (388 ) 151 Earnings (loss) from operation of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — — — — — Earnings (loss) from discontinued operations — — — — — — Net earnings (loss) 161 161 142 75 (388 ) 151 Net (earnings) loss attributable to noncontrolling interests — — — 10 — 10 Net earnings (loss) attributable to Celanese Corporation 161 161 142 85 (388 ) 161 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 749 1,340 (320 ) 1,769 Cost of sales — — (492 ) (1,133 ) 292 (1,333 ) Gross profit — — 257 207 (28 ) 436 Selling, general and administrative expenses — — (18 ) (100 ) — (118 ) Amortization of intangible assets — — (1 ) (4 ) — (5 ) Research and development expenses — — (12 ) (10 ) — (22 ) Other (charges) gains, net — — 21 (1 ) — 20 Foreign exchange gain (loss), net — — — 1 — 1 Gain (loss) on disposition of businesses and assets, net — — (3 ) 1 — (2 ) Operating profit (loss) — — 244 94 (28 ) 310 Equity in net earnings (loss) of affiliates 252 291 49 40 (580 ) 52 Interest expense — (52 ) (6 ) (20 ) 37 (41 ) Refinancing expense — (4 ) — — — (4 ) Interest income — 18 18 4 (37 ) 3 Dividend income - cost investments — — — 29 — 29 Other income (expense), net — — — (2 ) — (2 ) Earnings (loss) from continuing operations before tax 252 253 305 145 (608 ) 347 Income tax (provision) benefit 1 (1 ) (82 ) (16 ) 8 (90 ) Earnings (loss) from continuing operations 253 252 223 129 (600 ) 257 Earnings (loss) from operation of discontinued operations — — (7 ) — — (7 ) Income tax (provision) benefit from discontinued operations — — 2 — — 2 Earnings (loss) from discontinued operations — — (5 ) — — (5 ) Net earnings (loss) 253 252 218 129 (600 ) 252 Net (earnings) loss attributable to noncontrolling interests — — — 1 — 1 Net earnings (loss) attributable to Celanese Corporation 253 252 218 130 (600 ) 253 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,885 3,426 (971 ) 4,340 Cost of sales — — (1,329 ) (2,969 ) 1,017 (3,281 ) Gross profit — — 556 457 46 1,059 Selling, general and administrative expenses — — (75 ) (222 ) — (297 ) Amortization of intangible assets — — (4 ) (5 ) — (9 ) Research and development expenses — — (68 ) (30 ) — (98 ) Other (charges) gains, net — — (2 ) (17 ) — (19 ) Foreign exchange gain (loss), net — — — 3 — 3 Gain (loss) on disposition of businesses and assets, net — — (5 ) (3 ) — (8 ) Operating profit (loss) — — 402 183 46 631 Equity in net earnings (loss) of affiliates 602 696 283 122 (1,565 ) 138 Interest expense — (107 ) (15 ) (28 ) 64 (86 ) Refinancing expense — — — — — — Interest income — 15 39 11 (64 ) 1 Dividend income - cost investments — — — 80 — 80 Other income (expense), net — (1 ) 2 (7 ) — (6 ) Earnings (loss) from continuing operations before tax 602 603 711 361 (1,519 ) 758 Income tax (provision) benefit — (1 ) (112 ) (46 ) (11 ) (170 ) Earnings (loss) from continuing operations 602 602 599 315 (1,530 ) 588 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) 602 602 597 315 (1,530 ) 586 Net (earnings) loss attributable to noncontrolling interests — — — 16 — 16 Net earnings (loss) attributable to Celanese Corporation 602 602 597 331 (1,530 ) 602 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,135 3,997 (889 ) 5,243 Cost of sales — — (1,454 ) (3,433 ) 866 (4,021 ) Gross profit — — 681 564 (23 ) 1,222 Selling, general and administrative expenses — — (45 ) (296 ) — (341 ) Amortization of intangible assets — — (5 ) (11 ) — (16 ) Research and development expenses — — (38 ) (30 ) — (68 ) Other (charges) gains, net — — 21 — — 21 Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (8 ) 3 — (5 ) Operating profit (loss) — — 606 229 (23 ) 812 Equity in net earnings (loss) of affiliates 706 801 127 165 (1,606 ) 193 Interest expense — (147 ) (18 ) (60 ) 105 (120 ) Refinancing expense — (4 ) — — — (4 ) Interest income — 49 53 8 (105 ) 5 Dividend income - cost investments — — — 87 — 87 Other income (expense), net — — 4 (5 ) — (1 ) Earnings (loss) from continuing operations before tax 706 699 772 424 (1,629 ) 972 Income tax (provision) benefit 2 7 (204 ) (73 ) 6 (262 ) Earnings (loss) from continuing operations 708 706 568 351 (1,623 ) 710 Earnings (loss) from operation of discontinued operations — — (8 ) — — (8 ) Income tax (provision) benefit from discontinued operations — — 3 — — 3 Earnings (loss) from discontinued operations — — (5 ) — — (5 ) Net earnings (loss) 708 706 563 351 (1,623 ) 705 Net (earnings) loss attributable to noncontrolling interests — — — 3 — 3 Net earnings (loss) attributable to Celanese Corporation 708 706 563 354 (1,623 ) 708 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 161 161 142 75 (388 ) 151 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities 1 1 1 1 (3 ) 1 Foreign currency translation (11 ) (11 ) 4 (7 ) 14 (11 ) Gain (loss) on cash flow hedges (1 ) (1 ) (1 ) (1 ) 3 (1 ) Pension and postretirement benefits — — — — — — Total other comprehensive income (loss), net of tax (11 ) (11 ) 4 (7 ) 14 (11 ) Total comprehensive income (loss), net of tax 150 150 146 68 (374 ) 140 Comprehensive (income) loss attributable to noncontrolling interests — — — 10 — 10 Comprehensive income (loss) attributable to Celanese Corporation 150 150 146 78 (374 ) 150 Three Months Ended September 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 253 252 218 129 (600 ) 252 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (124 ) (124 ) (4 ) (16 ) 144 (124 ) Gain (loss) on cash flow hedges (5 ) (5 ) — (6 ) 11 (5 ) Pension and postretirement benefits (8 ) (8 ) (8 ) — 16 (8 ) Total other comprehensive income (loss), net of tax (137 ) (137 ) (12 ) (22 ) 171 (137 ) Total comprehensive income (loss), net of tax 116 115 206 107 (429 ) 115 Comprehensive (income) loss attributable to noncontrolling interests — — — 1 — 1 Comprehensive income (loss) attributable to Celanese Corporation 116 115 206 108 (429 ) 116 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 602 602 597 315 (1,530 ) 586 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (130 ) (130 ) (110 ) (144 ) 384 (130 ) Gain (loss) on cash flow hedges 2 2 5 2 (9 ) 2 Pension and postretirement benefits 1 1 — 4 (5 ) 1 Total other comprehensive income (loss), net of tax (127 ) (127 ) (105 ) (138 ) 370 (127 ) Total comprehensive income (loss), net of tax 475 475 492 177 (1,160 ) 459 Comprehensive (income) loss attributable to noncontrolling interests — — — 16 — 16 Comprehensive income (loss) attributable to Celanese Corporation 475 475 492 193 (1,160 ) 475 Nine Months Ended September 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 708 706 563 351 (1,623 ) 705 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (141 ) (141 ) 3 (30 ) 168 (141 ) Gain (loss) on cash flow hedges (11 ) (11 ) — (9 ) 20 (11 ) Pension and postretirement benefits (34 ) (34 ) (34 ) — 68 (34 ) Total other comprehensive income (loss), net of tax (186 ) (186 ) (31 ) (39 ) 256 (186 ) Total comprehensive income (loss), net of tax 522 520 532 312 (1,367 ) 519 Comprehensive (income) loss attributable to noncontrolling interests — — — 3 — 3 Comprehensive income (loss) attributable to Celanese Corporation 522 520 532 315 (1,367 ) 522 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 27 925 — 952 Trade receivables - third party and affiliates — — 121 801 (129 ) 793 Non-trade receivables, net 36 467 293 401 (966 ) 231 Inventories, net — — 260 532 (54 ) 738 Deferred income taxes — — 26 11 (22 ) 15 Marketable securities, at fair value — — 30 — — 30 Other assets — 11 21 37 (32 ) 37 Total current assets 36 478 778 2,707 (1,203 ) 2,796 Investments in affiliates 2,732 4,461 4,304 768 (11,397 ) 868 Property, plant and equipment, net — — 1,025 2,753 — 3,778 Deferred income taxes — 16 246 27 (11 ) 278 Other assets — 445 153 375 (623 ) 350 Goodwill — — 314 402 — 716 Intangible assets, net — — 72 50 — 122 Total assets 2,768 5,400 6,892 7,082 (13,234 ) 8,908 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 354 196 219 (306 ) 463 Trade payables - third party and affiliates 1 — 258 478 (129 ) 608 Other liabilities 1 34 205 282 (191 ) 331 Deferred income taxes — 22 — 7 (22 ) 7 Income taxes payable — — 560 58 (511 ) 107 Total current liabilities 2 410 1,219 1,044 (1,159 ) 1,516 Noncurrent Liabilities Long-term debt — 2,232 719 194 (604 ) 2,541 Deferred income taxes — 19 — 114 (11 ) 122 Uncertain tax positions — 7 29 129 — 165 Benefit obligations — — 841 262 — 1,103 Other liabilities — — 122 168 (26 ) 264 Total noncurrent liabilities — 2,258 1,711 867 (641 ) 4,195 Total Celanese Corporation stockholders' equity 2,766 2,732 3,962 4,740 (11,434 ) 2,766 Noncontrolling interests — — — 431 — 431 Total equity 2,766 2,732 3,962 5,171 (11,434 ) 3,197 Total liabilities and equity 2,768 5,400 6,892 7,082 (13,234 ) 8,908 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 Nine Months Ended September 30, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 549 507 406 380 (1,116 ) 726 Investing Activities Capital expenditures on property, plant and equipment — — (100 ) (68 ) — (168 ) Acquisitions, net of cash acquired — — (3 ) — — (3 ) Proceeds from sale of businesses and assets, net — — — — — — Capital expenditures related to Fairway Methanol LLC — — (19 ) (244 ) — (263 ) Return of capital from subsidiary — — — — — — Contributions to subsidiary — — (92 ) — 92 — Intercompany loan receipts (disbursements) — (342 ) (29 ) (15 ) 386 — Other, net — — (12 ) (15 ) — (27 ) Net cash provided by (used in) investing activities — (342 ) (255 ) (342 ) 478 (461 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — 374 2 (1 ) (29 ) 346 Proceeds from short-term borrowings — — — 40 — 40 Repayments of short-term borrowings — — — (60 ) — (60 ) Proceeds from long-term debt — 15 345 — (360 ) — Repayments of long-term debt — (7 ) (3 ) (11 ) 3 (18 ) Purchases of treasury stock, including related fees (420 ) — — — — (420 ) Dividends to parent — (547 ) (569 ) — 1,116 — Contributions from parent — — — 92 (92 ) — Stock option exercises 2 — — — — 2 Series A common stock dividends (131 ) — — — — (131 ) Return of capital to parent — — — — — — Contributions from noncontrolling interests — — — 187 — 187 Other, net — — (9 ) (1 ) — (10 ) Net cash provided by (used in) financing activities (549 ) (165 ) (234 ) 246 638 (64 ) Exchange rate effects on cash and cash equivalents — — — (29 ) — (29 ) Net increase (decrease) in cash and cash equivalents — — (83 ) 255 — 172 Cash and cash equivalents as of beginning of period — — 110 670 — 780 Cash and cash equivalents as of end of period — — 27 925 — 952 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 303 444 573 304 (828 ) 796 Investing Activities Capital expenditures on property, plant and equipment — — (142 ) (47 ) — (189 ) Acquisitions, net of cash acquired — — — — — — Proceeds from sale of businesses and assets, net — — — — — — Capital expenditures related to Fairway Methanol LLC — — (39 ) (236 ) — (275 ) Return of capital from subsidiary — 28 51 — (79 ) — Contributions to subsidiary — — (143 ) — 143 — Intercompany loan receipts (disbursements) — 4 543 — (547 ) — Other, net — — (8 ) (5 ) — (13 ) Net cash provided by (used in) investing activities — 32 262 (288 ) (483 ) (477 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — (543 ) 13 (1 ) 543 12 Proceeds from short-term borrowings — — — 47 — 47 Repayments of short-term borrowings — — — (70 ) — (70 ) Proceeds from long-term debt — 387 — — — 387 Repayments of long-term debt — (7 ) (4 ) (12 ) 4 (19 ) Purchases of treasury stock, including related fees (201 ) — — — — (201 ) Dividends to parent — (303 ) (303 ) (222 ) 828 — Contributions from parent — — — 143 (143 ) — Stock option exercises 4 — — — — 4 Series A common stock dividends (106 ) — — — — (106 ) Return of capital to parent — — — (79 ) 79 — Contributions from noncontrolling interests — — — 194 — 194 Other, net — (10 ) (1 ) — — (11 ) Net cash provided by (used in) financing activities (303 ) (476 ) (295 ) — 1,311 237 Exchange rate effects on cash and cash equivalents — — — (30 ) — (30 ) Net increase (decrease) in cash and cash equivalents — — 540 (14 ) — 526 Cash and cash equivalents as of beginning of period — — 284 700 — 984 Cash and cash equivalents as of end of period — — 824 686 — 1,510 |