Consolidating Guarantor Financial Information | Consolidating Guarantor Financial Information The Senior Notes were issued by Celanese US (the "Issuer") and are guaranteed by Celanese Corporation (the "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: CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,410 4,485 (1,221 ) 5,674 Cost of sales — — (1,729 ) (3,897 ) 1,270 (4,356 ) Gross profit — — 681 588 49 1,318 Selling, general and administrative expenses — — (242 ) (264 ) — (506 ) Amortization of intangible assets — — (5 ) (6 ) — (11 ) Research and development expenses — — (78 ) (41 ) — (119 ) Other (charges) gains, net — — (5 ) (346 ) — (351 ) Foreign exchange gain (loss), net — — — 4 — 4 Gain (loss) on disposition of businesses and assets, net — — (6 ) (3 ) — (9 ) Operating profit (loss) — — 345 (68 ) 49 326 Equity in net earnings (loss) of affiliates 302 314 84 162 (681 ) 181 Interest expense — (77 ) (76 ) (36 ) 70 (119 ) Refinancing expense — — — — — — Interest income — 18 40 13 (70 ) 1 Dividend income - cost investments — — — 107 — 107 Other income (expense), net — (2 ) 2 (8 ) — (8 ) Earnings (loss) from continuing operations before tax 302 253 395 170 (632 ) 488 Income tax (provision) benefit 2 49 (133 ) (98 ) (21 ) (201 ) Earnings (loss) from continuing operations 304 302 262 72 (653 ) 287 Earnings (loss) from operation of discontinued operations — — (3 ) — — (3 ) Gain (loss) on disposition of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — 1 — — 1 Earnings (loss) from discontinued operations — — (2 ) — — (2 ) Net earnings (loss) 304 302 260 72 (653 ) 285 Net (earnings) loss attributable to noncontrolling interests — — — 19 — 19 Net earnings (loss) attributable to Celanese Corporation 304 302 260 91 (653 ) 304 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,860 5,166 (1,224 ) 6,802 Cost of sales — — (1,822 ) (4,550 ) 1,186 (5,186 ) Gross profit — — 1,038 616 (38 ) 1,616 Selling, general and administrative expenses — — (313 ) (445 ) — (758 ) Amortization of intangible assets — — (7 ) (13 ) — (20 ) Research and development expenses — — (47 ) (39 ) — (86 ) Other (charges) gains, net — — 28 (13 ) — 15 Foreign exchange gain (loss), net — — — (2 ) — (2 ) Gain (loss) on disposition of businesses and assets, net — — (11 ) 4 — (7 ) Operating profit (loss) — — 688 108 (38 ) 758 Equity in net earnings (loss) of affiliates 622 806 90 210 (1,482 ) 246 Interest expense — (190 ) (22 ) (78 ) 143 (147 ) Refinancing expense — (29 ) — — — (29 ) Interest income — 57 72 15 (143 ) 1 Dividend income - cost investments — — — 116 — 116 Other income (expense), net — — 4 (8 ) — (4 ) Earnings (loss) from continuing operations before tax 622 644 832 363 (1,520 ) 941 Income tax (provision) benefit 2 (22 ) (237 ) (71 ) 14 (314 ) Earnings (loss) from continuing operations 624 622 595 292 (1,506 ) 627 Earnings (loss) from operation of discontinued operations — — (8 ) (3 ) — (11 ) Gain (loss) on disposition of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — 3 1 — 4 Earnings (loss) from discontinued operations — — (5 ) (2 ) — (7 ) Net earnings (loss) 624 622 590 290 (1,506 ) 620 Net (earnings) loss attributable to noncontrolling interests — — — 4 — 4 Net earnings (loss) attributable to Celanese Corporation 624 622 590 294 (1,506 ) 624 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2013 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,799 4,911 (1,200 ) 6,510 Cost of sales — — (1,827 ) (4,531 ) 1,213 (5,145 ) Gross profit — — 972 380 13 1,365 Selling, general and administrative expenses — — 53 (364 ) — (311 ) Amortization of intangible assets — — (11 ) (21 ) — (32 ) Research and development expenses — — (53 ) (32 ) — (85 ) Other (charges) gains, net — — 2 (156 ) (4 ) (158 ) Foreign exchange gain (loss), net — — — (6 ) — (6 ) Gain (loss) on disposition of businesses and assets, net — — (2 ) 737 — 735 Operating profit (loss) — — 961 538 9 1,508 Equity in net earnings (loss) of affiliates 1,096 1,180 116 158 (2,370 ) 180 Interest expense — (192 ) (34 ) (70 ) 124 (172 ) Refinancing expense — (1 ) — — — (1 ) Interest income — 55 65 5 (124 ) 1 Dividend income - cost investments — — — 93 — 93 Other income (expense), net — — (52 ) 52 — — Earnings (loss) from continuing operations before tax 1,096 1,042 1,056 776 (2,361 ) 1,609 Income tax (provision) benefit 5 54 (326 ) (229 ) (12 ) (508 ) Earnings (loss) from continuing operations 1,101 1,096 730 547 (2,373 ) 1,101 Earnings (loss) from operation of discontinued operations — — 2 (2 ) — — Gain (loss) on disposition of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — (1 ) 1 — — Earnings (loss) from discontinued operations — — 1 (1 ) — — Net earnings (loss) 1,101 1,096 731 546 (2,373 ) 1,101 Net (earnings) loss attributable to noncontrolling interests — — — — — — Net earnings (loss) attributable to Celanese Corporation 1,101 1,096 731 546 (2,373 ) 1,101 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 304 302 260 72 (653 ) 285 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (188 ) (188 ) (181 ) (231 ) 600 (188 ) Gain (loss) from cash flow hedges 2 2 5 1 (8 ) 2 Pension and postretirement benefits 3 3 3 2 (8 ) 3 Total other comprehensive income (loss), net of tax (183 ) (183 ) (173 ) (228 ) 584 (183 ) Total comprehensive income (loss), net of tax 121 119 87 (156 ) (69 ) 102 Comprehensive (income) loss attributable to noncontrolling interests — — — 19 — 19 Comprehensive income (loss) attributable to Celanese Corporation 121 119 87 (137 ) (69 ) 121 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 624 622 590 290 (1,506 ) 620 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities 1 1 1 1 (3 ) 1 Foreign currency translation (148 ) (148 ) (31 ) (65 ) 244 (148 ) Gain (loss) from cash flow hedges 40 40 (1 ) (7 ) (32 ) 40 Pension and postretirement benefits (54 ) (54 ) (54 ) (5 ) 113 (54 ) Total other comprehensive income (loss), net of tax (161 ) (161 ) (85 ) (76 ) 322 (161 ) Total comprehensive income (loss), net of tax 463 461 505 214 (1,184 ) 459 Comprehensive (income) loss attributable to noncontrolling interests — — — 4 — 4 Comprehensive income (loss) attributable to Celanese Corporation 463 461 505 218 (1,184 ) 463 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2013 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 1,101 1,096 731 546 (2,373 ) 1,101 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities 1 1 1 — (2 ) 1 Foreign currency translation 20 20 (10 ) (8 ) (2 ) 20 Gain (loss) from cash flow hedges 6 6 — — (6 ) 6 Pension and postretirement benefits 58 58 56 2 (116 ) 58 Total other comprehensive income (loss), net of tax 85 85 47 (6 ) (126 ) 85 Total comprehensive income (loss), net of tax 1,186 1,181 778 540 (2,499 ) 1,186 Comprehensive (income) loss attributable to noncontrolling interests — — — — — — Comprehensive income (loss) attributable to Celanese Corporation 1,186 1,181 778 540 (2,499 ) 1,186 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET As of December 31, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 21 946 — 967 Trade receivables - third party and affiliates — — 132 722 (148 ) 706 Non-trade receivables, net 37 580 298 522 (1,152 ) 285 Inventories, net — — 258 474 (50 ) 682 Deferred income taxes — — 19 68 (19 ) 68 Marketable securities, at fair value — — 30 — — 30 Other assets — 12 28 40 (31 ) 49 Total current assets 37 592 786 2,772 (1,400 ) 2,787 Investments in affiliates 2,341 3,947 3,909 738 (10,097 ) 838 Property, plant and equipment, net — — 1,001 2,608 — 3,609 Deferred income taxes — 2 178 42 — 222 Other assets — 418 151 227 (496 ) 300 Goodwill — — 314 391 — 705 Intangible assets, net — — 51 74 — 125 Total assets 2,378 4,959 6,390 6,852 (11,993 ) 8,586 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 479 181 213 (360 ) 513 Trade payables - third party and affiliates — — 240 495 (148 ) 587 Other liabilities — 28 281 283 (262 ) 330 Deferred income taxes — 26 — 23 (19 ) 30 Income taxes payable — — 537 116 (563 ) 90 Total current liabilities — 533 1,239 1,130 (1,352 ) 1,550 Noncurrent Liabilities Long-term debt, net of unamortized deferred financing costs — 2,078 706 187 (503 ) 2,468 Deferred income taxes — — — 136 — 136 Uncertain tax positions — 7 29 131 — 167 Benefit obligations — — 960 229 — 1,189 Other liabilities — — 93 155 (1 ) 247 Total noncurrent liabilities — 2,085 1,788 838 (504 ) 4,207 Total Celanese Corporation stockholders' equity 2,378 2,341 3,363 4,433 (10,137 ) 2,378 Noncontrolling interests — — — 451 — 451 Total equity 2,378 2,341 3,363 4,884 (10,137 ) 2,829 Total liabilities and equity 2,378 4,959 6,390 6,852 (11,993 ) 8,586 CELANESE CORPORATION AND SUBSIDIARIES 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 — 653 145 400 (843 ) 355 Goodwill — — 314 435 — 749 Intangible assets, net — — 73 59 — 132 Total assets 2,819 7,041 9,031 6,794 (16,889 ) 8,796 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, net of unamortized deferred financing costs — 2,248 899 208 (769 ) 2,586 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 — 2,307 1,959 966 (852 ) 4,380 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 7,041 9,031 6,794 (16,889 ) 8,796 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 591 536 529 422 (1,216 ) 862 Investing Activities Capital expenditures on property, plant and equipment — — (128 ) (104 ) — (232 ) Acquisitions, net of cash acquired — — (3 ) (3 ) — (6 ) Proceeds from sale of businesses and assets, net — — — 4 — 4 Capital expenditures related to Kelsterbach plant relocation — — — — — — Capital expenditures related to Fairway Methanol LLC — — (20 ) (268 ) — (288 ) Return of capital from subsidiary — — — — — — Contributions to subsidiary — — (120 ) — 120 — Intercompany loan receipts (disbursements) — (333 ) (33 ) (15 ) 381 — Other, net — — (12 ) (24 ) — (36 ) Net cash provided by (used in) investing activities — (333 ) (316 ) (410 ) 501 (558 ) Financing Activities Short-term borrowings (repayments), net — 383 — — (33 ) 350 Proceeds from short-term borrowings — — — 80 — 80 Repayments of short-term borrowings — — — (83 ) — (83 ) Proceeds from long-term debt — 15 406 — (421 ) — Repayments of long-term debt — (9 ) (74 ) (14 ) 73 (24 ) Purchases of treasury stock, including related fees (420 ) — — — — (420 ) Dividends to parent — (592 ) (624 ) — 1,216 — Contributions from parent — — — 120 (120 ) — Stock option exercises 3 — — — — 3 Series A common stock dividends (174 ) — — — — (174 ) Return of capital to parent — — — — — — Contributions from noncontrolling interests — — — 214 — 214 Other, net — — (10 ) (2 ) — (12 ) Net cash provided by (used in) financing activities (591 ) (203 ) (302 ) 315 715 (66 ) Exchange rate effects on cash and cash equivalents — — — (51 ) — (51 ) Net increase (decrease) in cash and cash equivalents — — (89 ) 276 — 187 Cash and cash equivalents as of beginning of period — — 110 670 — 780 Cash and cash equivalents as of end of period — — 21 946 — 967 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 389 498 644 433 (1,002 ) 962 Investing Activities Capital expenditures on property, plant and equipment — — (183 ) (71 ) — (254 ) Acquisitions, net of cash acquired — — (10 ) — — (10 ) Proceeds from sale of businesses and assets, net — — — — — — Capital expenditures related to Kelsterbach plant relocation — — — — — — Capital expenditures related to Fairway Methanol LLC — — (44 ) (380 ) — (424 ) Return of capital from subsidiary — 28 51 — (79 ) — Contributions to subsidiary — — (213 ) — 213 — Intercompany loan receipts (disbursements) — (70 ) (93 ) (75 ) 238 — Other, net — — (9 ) (8 ) — (17 ) Net cash provided by (used in) investing activities — (42 ) (501 ) (534 ) 372 (705 ) Financing Activities Short-term borrowings (repayments), net — 93 6 (15 ) (93 ) (9 ) Proceeds from short-term borrowings — — — 62 — 62 Repayments of short-term borrowings — — — (91 ) — (91 ) Proceeds from long-term debt — 462 75 — (150 ) 387 Repayments of long-term debt — (611 ) (5 ) (15 ) 5 (626 ) Purchases of treasury stock, including related fees (250 ) — — — — (250 ) Dividends to parent — (390 ) (390 ) (222 ) 1,002 — Contributions from parent — — — 213 (213 ) — Stock option exercises 5 — — — — 5 Series A common stock dividends (144 ) — — — — (144 ) Return of capital to parent — — — (79 ) 79 — Contributions from noncontrolling interests — — — 264 — 264 Other, net — (10 ) (3 ) — — (13 ) Net cash provided by (used in) financing activities (389 ) (456 ) (317 ) 117 630 (415 ) Exchange rate effects on cash and cash equivalents — — — (46 ) — (46 ) Net increase (decrease) in cash and cash equivalents — — (174 ) (30 ) — (204 ) Cash and cash equivalents as of beginning of period — — 284 700 — 984 Cash and cash equivalents as of end of period — — 110 670 — 780 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2013 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 228 105 766 154 (491 ) 762 Investing Activities Capital expenditures on property, plant and equipment — — (156 ) (121 ) — (277 ) Acquisitions, net of cash acquired — — — — — — Proceeds from sale of businesses and assets, net — — — 13 — 13 Capital expenditures related to Kelsterbach plant relocation — — — (7 ) — (7 ) Capital expenditures related to Fairway Methanol LLC — — (93 ) — — (93 ) Return of capital from subsidiary — — — — — — Contributions to subsidiary — — (20 ) — 20 — Intercompany loan receipts (disbursements) — 5 (131 ) — 126 — Other, net — — (45 ) (13 ) — (58 ) Net cash provided by (used in) investing activities — 5 (445 ) (128 ) 146 (422 ) Financing Activities Short-term borrowings (repayments), net — 131 (8 ) (3 ) (131 ) (11 ) Proceeds from short-term borrowings — — — 177 — 177 Repayments of short-term borrowings — — — (123 ) — (123 ) Proceeds from long-term debt — 24 50 — — 74 Repayments of long-term debt — (34 ) (121 ) (48 ) 5 (198 ) Purchases of treasury stock, including related fees (164 ) — — — — (164 ) Dividends to parent — (229 ) (229 ) (33 ) 491 — Contributions from parent — — — 20 (20 ) — Stock option exercises 9 — — — — 9 Series A common stock dividends (83 ) — — — — (83 ) Return of capital to parent — — — — — — Contributions from noncontrolling interests — — — — — — Other, net — (2 ) (4 ) (1 ) — (7 ) Net cash provided by (used in) financing activities (238 ) (110 ) (312 ) (11 ) 345 (326 ) Exchange rate effects on cash and cash equivalents — — — 11 — 11 Net increase (decrease) in cash and cash equivalents (10 ) — 9 26 — 25 Cash and cash equivalents as of beginning of period 10 — 275 674 — 959 Cash and cash equivalents as of end of period — — 284 700 — 984 |