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, 2016 and 2015 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, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 544 1,052 (273 ) 1,323 Cost of sales — — (414 ) (824 ) 270 (968 ) Gross profit — — 130 228 (3 ) 355 Selling, general and administrative expenses — — (19 ) (62 ) — (81 ) Amortization of intangible assets — — (1 ) (2 ) — (3 ) Research and development expenses — — (8 ) (12 ) — (20 ) Other (charges) gains, net — — — (3 ) — (3 ) Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (3 ) 2 — (1 ) Operating profit (loss) — — 99 150 (3 ) 246 Equity in net earnings (loss) of affiliates 262 250 169 36 (676 ) 41 Interest expense — (5 ) (20 ) (7 ) 4 (28 ) Refinancing expense — (4 ) — — — (4 ) Interest income — 3 — 1 (4 ) — Dividend income - cost investments — — — 26 — 26 Other income (expense), net — — 1 (1 ) — — Earnings (loss) from continuing operations before tax 262 244 249 205 (679 ) 281 Income tax (provision) benefit — 18 (23 ) (11 ) 1 (15 ) Earnings (loss) from continuing operations 262 262 226 194 (678 ) 266 Earnings (loss) from operation of discontinued operations — — (2 ) (2 ) — (4 ) Income tax (provision) benefit from discontinued operations — — — 1 — 1 Earnings (loss) from discontinued operations — — (2 ) (1 ) — (3 ) Net earnings (loss) 262 262 224 193 (678 ) 263 Net (earnings) loss attributable to noncontrolling interests — — — (1 ) — (1 ) Net earnings (loss) attributable to Celanese Corporation 262 262 224 192 (678 ) 262 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 Nine Months Ended September 30, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,663 3,264 (849 ) 4,078 Cost of sales — — (1,270 ) (2,580 ) 855 (2,995 ) Gross profit — — 393 684 6 1,083 Selling, general and administrative expenses — — (41 ) (191 ) — (232 ) Amortization of intangible assets — — (3 ) (4 ) — (7 ) Research and development expenses — — (24 ) (34 ) — (58 ) Other (charges) gains, net — — (1 ) (11 ) — (12 ) Foreign exchange gain (loss), net — — — 1 — 1 Gain (loss) on disposition of businesses and assets, net — — (6 ) 7 — 1 Operating profit (loss) — — 318 452 6 776 Equity in net earnings (loss) of affiliates 740 742 472 107 (1,947 ) 114 Interest expense — (11 ) (71 ) (21 ) 12 (91 ) Refinancing expense — (4 ) (2 ) — — (6 ) Interest income — 7 2 4 (12 ) 1 Dividend income - cost investments — — — 82 — 82 Other income (expense), net — (1 ) 1 (2 ) — (2 ) Earnings (loss) from continuing operations before tax 740 733 720 622 (1,941 ) 874 Income tax (provision) benefit — 7 (63 ) (70 ) (1 ) (127 ) Earnings (loss) from continuing operations 740 740 657 552 (1,942 ) 747 Earnings (loss) from operation of discontinued operations — — (2 ) (1 ) — (3 ) Income tax (provision) benefit from discontinued operations — — — 1 — 1 Earnings (loss) from discontinued operations — — (2 ) — — (2 ) Net earnings (loss) 740 740 655 552 (1,942 ) 745 Net (earnings) loss attributable to noncontrolling interests — — — (5 ) — (5 ) Net earnings (loss) attributable to Celanese Corporation 740 740 655 547 (1,942 ) 740 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 STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 262 262 224 193 (678 ) 263 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities (1 ) (1 ) — (1 ) 2 (1 ) Foreign currency translation (8 ) (8 ) (8 ) (4 ) 20 (8 ) Gain (loss) on cash flow hedges — — — — — — Pension and postretirement benefits — — — — — — Total other comprehensive income (loss), net of tax (9 ) (9 ) (8 ) (5 ) 22 (9 ) Total comprehensive income (loss), net of tax 253 253 216 188 (656 ) 254 Comprehensive (income) loss attributable to noncontrolling interests — — — (1 ) — (1 ) Comprehensive income (loss) attributable to Celanese Corporation 253 253 216 187 (656 ) 253 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 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 740 740 655 552 (1,942 ) 745 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation 38 38 28 54 (120 ) 38 Gain (loss) on cash flow hedges 1 1 1 1 (3 ) 1 Pension and postretirement benefits (1 ) (1 ) (1 ) 1 1 (1 ) Total other comprehensive income (loss), net of tax 38 38 28 56 (122 ) 38 Total comprehensive income (loss), net of tax 778 778 683 608 (2,064 ) 783 Comprehensive (income) loss attributable to noncontrolling interests — — — (5 ) — (5 ) Comprehensive income (loss) attributable to Celanese Corporation 778 778 683 603 (2,064 ) 778 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 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of September 30, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — 2 652 598 — 1,252 Trade receivables - third party and affiliates — — 122 808 (139 ) 791 Non-trade receivables, net 38 545 233 307 (909 ) 214 Inventories, net — — 228 469 (45 ) 652 Deferred income taxes — — — — — — Marketable securities, at fair value — — 34 — — 34 Other assets — 13 15 40 (33 ) 35 Total current assets 38 560 1,284 2,222 (1,126 ) 2,978 Investments in affiliates 2,672 4,181 3,689 764 (10,442 ) 864 Property, plant and equipment, net — — 1,025 2,553 — 3,578 Deferred income taxes — — 153 65 (2 ) 216 Other assets — 705 144 229 (788 ) 290 Goodwill — — 314 398 — 712 Intangible assets, net — — 49 70 — 119 Total assets 2,710 5,446 6,658 6,301 (12,358 ) 8,757 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — — 136 210 (254 ) 92 Trade payables - third party and affiliates — 1 254 475 (139 ) 591 Other liabilities — 29 174 222 (126 ) 299 Deferred income taxes — — — — — — Income taxes payable — — 574 103 (561 ) 116 Total current liabilities — 30 1,138 1,010 (1,080 ) 1,098 Noncurrent Liabilities Long-term debt — 2,717 822 172 (788 ) 2,923 Deferred income taxes — 27 — 114 (2 ) 139 Uncertain tax positions — — — 111 (10 ) 101 Benefit obligations — — 900 224 — 1,124 Other liabilities — — 76 145 — 221 Total noncurrent liabilities — 2,744 1,798 766 (800 ) 4,508 Total Celanese Corporation stockholders' equity 2,710 2,672 3,722 4,084 (10,478 ) 2,710 Noncontrolling interests — — — 441 — 441 Total equity 2,710 2,672 3,722 4,525 (10,478 ) 3,151 Total liabilities and equity 2,710 5,446 6,658 6,301 (12,358 ) 8,757 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED 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 — 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 UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 447 437 299 602 (845 ) 940 Investing Activities Capital expenditures on property, plant and equipment — — (100 ) (86 ) — (186 ) Acquisitions, net of cash acquired — — — — — — Proceeds from sale of businesses and assets, net — — 1 7 — 8 Capital expenditures related to Fairway Methanol LLC — — — — — — Return of capital from subsidiary — 145 750 — (895 ) — Contributions to subsidiary — — — — — — Intercompany loan receipts (disbursements) — (283 ) (9 ) 90 202 — Other, net — — (9 ) (5 ) — (14 ) Net cash provided by (used in) investing activities — (138 ) 633 6 (693 ) (192 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — (344 ) 6 — (9 ) (347 ) Proceeds from short-term borrowings — — — 39 — 39 Repayments of short-term borrowings — — — (76 ) — (76 ) Proceeds from long-term debt — 1,589 746 — (826 ) 1,509 Repayments of long-term debt — (1,082 ) (635 ) (11 ) 633 (1,095 ) Purchases of treasury stock, including related fees (300 ) — — — — (300 ) Dividends to parent — (447 ) (398 ) — 845 — Contributions from parent — — — — — — Stock option exercises 3 — — — — 3 Series A common stock dividends (150 ) — — — — (150 ) Return of capital to parent — — — (895 ) 895 — (Distributions to) contributions from noncontrolling interests — — — (15 ) — (15 ) Other, net — (13 ) (20 ) (2 ) — (35 ) Net cash provided by (used in) financing activities (447 ) (297 ) (301 ) (960 ) 1,538 (467 ) Exchange rate effects on cash and cash equivalents — — — 4 — 4 Net increase (decrease) in cash and cash equivalents — 2 631 (348 ) — 285 Cash and cash equivalents as of beginning of period — — 21 946 — 967 Cash and cash equivalents as of end of period — 2 652 598 — 1,252 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 — — — — — — (Distributions to) 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 |