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 10 ). 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, 2017 and 2016 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, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 527 1,314 (275 ) 1,566 Cost of sales — — (405 ) (1,042 ) 266 (1,181 ) Gross profit — — 122 272 (9 ) 385 Selling, general and administrative expenses — — (36 ) (76 ) — (112 ) Amortization of intangible assets — — (1 ) (4 ) — (5 ) Research and development expenses — — (9 ) (10 ) — (19 ) Other (charges) gains, net — — — — — — Foreign exchange gain (loss), net — — — 4 — 4 Gain (loss) on disposition of businesses and assets, net — — (2 ) 1 — (1 ) Operating profit (loss) — — 74 187 (9 ) 252 Equity in net earnings (loss) of affiliates 226 233 175 45 (629 ) 50 Interest expense — (5 ) (28 ) (8 ) 9 (32 ) Refinancing expense — — — — — — Interest income — 7 1 2 (9 ) 1 Dividend income - cost investments — — — 26 (2 ) 24 Other income (expense), net — (2 ) — (4 ) — (6 ) Earnings (loss) from continuing operations before tax 226 233 222 248 (640 ) 289 Income tax (provision) benefit — (7 ) (68 ) 17 1 (57 ) Earnings (loss) from continuing operations 226 226 154 265 (639 ) 232 Earnings (loss) from operation of discontinued operations — — — (5 ) — (5 ) Income tax (provision) benefit from discontinued operations — — — 1 — 1 Earnings (loss) from discontinued operations — — — (4 ) — (4 ) Net earnings (loss) 226 226 154 261 (639 ) 228 Net (earnings) loss attributable to noncontrolling interests — — — (2 ) — (2 ) Net earnings (loss) attributable to Celanese Corporation 226 226 154 259 (639 ) 226 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 Nine Months Ended September 30, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,679 3,713 (845 ) 4,547 Cost of sales — — (1,305 ) (2,974 ) 836 (3,443 ) Gross profit — — 374 739 (9 ) 1,104 Selling, general and administrative expenses — — (78 ) (213 ) — (291 ) Amortization of intangible assets — — (3 ) (11 ) — (14 ) Research and development expenses — — (23 ) (30 ) — (53 ) Other (charges) gains, net — — (7 ) (51 ) — (58 ) Foreign exchange gain (loss), net — — — — — — Gain (loss) on disposition of businesses and assets, net — — (6 ) 2 — (4 ) Operating profit (loss) — — 257 436 (9 ) 684 Equity in net earnings (loss) of affiliates 640 640 439 122 (1,706 ) 135 Interest expense — (17 ) (75 ) (23 ) 24 (91 ) Refinancing expense — — — — — — Interest income — 19 3 4 (24 ) 2 Dividend income - cost investments — — — 85 (3 ) 82 Other income (expense), net — (3 ) 1 — — (2 ) Earnings (loss) from continuing operations before tax 640 639 625 624 (1,718 ) 810 Income tax (provision) benefit — 1 (139 ) (16 ) 1 (153 ) Earnings (loss) from continuing operations 640 640 486 608 (1,717 ) 657 Earnings (loss) from operation of discontinued operations — — — (14 ) — (14 ) Income tax (provision) benefit from discontinued operations — — — 2 — 2 Earnings (loss) from discontinued operations — — — (12 ) — (12 ) Net earnings (loss) 640 640 486 596 (1,717 ) 645 Net (earnings) loss attributable to noncontrolling interests — — — (5 ) — (5 ) Net earnings (loss) attributable to Celanese Corporation 640 640 486 591 (1,717 ) 640 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 STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 226 226 154 261 (639 ) 228 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation 42 42 65 74 (181 ) 42 Gain (loss) on cash flow hedges — — — — — — Pension and postretirement benefits (1 ) (1 ) (1 ) — 2 (1 ) Total other comprehensive income (loss), net of tax 41 41 64 74 (179 ) 41 Total comprehensive income (loss), net of tax 267 267 218 335 (818 ) 269 Comprehensive (income) loss attributable to noncontrolling interests — — — (2 ) — (2 ) Comprehensive income (loss) attributable to Celanese Corporation 267 267 218 333 (818 ) 267 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 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 640 640 486 596 (1,717 ) 645 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities 1 1 1 1 (3 ) 1 Foreign currency translation 148 148 191 232 (571 ) 148 Gain (loss) on cash flow hedges (1 ) (1 ) (1 ) (1 ) 3 (1 ) Pension and postretirement benefits 4 4 3 6 (13 ) 4 Total other comprehensive income (loss), net of tax 152 152 194 238 (584 ) 152 Total comprehensive income (loss), net of tax 792 792 680 834 (2,301 ) 797 Comprehensive (income) loss attributable to noncontrolling interests — — — (5 ) — (5 ) Comprehensive income (loss) attributable to Celanese Corporation 792 792 680 829 (2,301 ) 792 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 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of September 30, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — 5 70 386 — 461 Trade receivables - third party and affiliates — — 134 1,004 (149 ) 989 Non-trade receivables, net 40 513 230 412 (935 ) 260 Inventories, net — — 246 616 (53 ) 809 Marketable securities, at fair value — — 31 — — 31 Other assets — 51 14 104 (106 ) 63 Total current assets 40 569 725 2,522 (1,243 ) 2,613 Investments in affiliates 2,675 4,317 3,977 826 (10,857 ) 938 Property, plant and equipment, net — — 1,106 2,600 — 3,706 Deferred income taxes — 2 103 98 (2 ) 201 Other assets — 878 120 169 (861 ) 306 Goodwill — — 314 681 — 995 Intangible assets, net — — 49 254 — 303 Total assets 2,715 5,766 6,394 7,150 (12,963 ) 9,062 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 245 138 307 (255 ) 435 Trade payables - third party and affiliates — — 261 583 (149 ) 695 Other liabilities — 82 241 285 (265 ) 343 Income taxes payable — — 574 24 (521 ) 77 Total current liabilities — 327 1,214 1,199 (1,190 ) 1,550 Noncurrent Liabilities Long-term debt — 2,764 899 159 (868 ) 2,954 Deferred income taxes — — 16 181 (2 ) 195 Uncertain tax positions — — 7 148 (2 ) 153 Benefit obligations — — 558 287 — 845 Other liabilities — — 58 172 — 230 Total noncurrent liabilities — 2,764 1,538 947 (872 ) 4,377 Total Celanese Corporation stockholders' equity 2,715 2,675 3,642 4,584 (10,901 ) 2,715 Noncontrolling interests — — — 420 — 420 Total equity 2,715 2,675 3,642 5,004 (10,901 ) 3,135 Total liabilities and equity 2,715 5,766 6,394 7,150 (12,963 ) 9,062 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATING BALANCE SHEET As of December 31, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 51 587 — 638 Trade receivables - third party and affiliates — — 107 819 (125 ) 801 Non-trade receivables, net 40 499 249 308 (873 ) 223 Inventories, net — — 239 526 (45 ) 720 Marketable securities, at fair value — — 30 — — 30 Other assets — 42 25 76 (83 ) 60 Total current assets 40 541 701 2,316 (1,126 ) 2,472 Investments in affiliates 2,548 4,029 3,655 752 (10,132 ) 852 Property, plant and equipment, net — — 1,049 2,528 — 3,577 Deferred income taxes — — 91 86 (18 ) 159 Other assets — 705 133 156 (687 ) 307 Goodwill — — 314 482 — 796 Intangible assets, net — — 48 146 — 194 Total assets 2,588 5,275 5,991 6,466 (11,963 ) 8,357 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 6 133 250 (271 ) 118 Trade payables - third party and affiliates — — 226 524 (125 ) 625 Other liabilities — 58 167 262 (165 ) 322 Income taxes payable — — 454 75 (517 ) 12 Total current liabilities — 64 980 1,111 (1,078 ) 1,077 Noncurrent Liabilities Long-term debt — 2,647 727 210 (694 ) 2,890 Deferred income taxes — 16 — 132 (18 ) 130 Uncertain tax positions — — 3 130 (2 ) 131 Benefit obligations — — 636 257 — 893 Other liabilities — — 74 142 (1 ) 215 Total noncurrent liabilities — 2,663 1,440 871 (715 ) 4,259 Total Celanese Corporation stockholders' equity 2,588 2,548 3,571 4,051 (10,170 ) 2,588 Noncontrolling interests — — — 433 — 433 Total equity 2,588 2,548 3,571 4,484 (10,170 ) 3,021 Total liabilities and equity 2,588 5,275 5,991 6,466 (11,963 ) 8,357 CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 677 623 571 403 (1,529 ) 745 Investing Activities Capital expenditures on property, plant and equipment — — (122 ) (58 ) — (180 ) Acquisitions, net of cash acquired — (11 ) (12 ) (265 ) 19 (269 ) Proceeds from sale of businesses and assets, net — — — 20 (19 ) 1 Return of capital from subsidiary — — 18 — (18 ) — Contributions to subsidiary — — — — — — Intercompany loan receipts (disbursements) — (174 ) (25 ) — 199 — Other, net — — (1 ) (8 ) — (9 ) Net cash provided by (used in) investing activities — (185 ) (142 ) (311 ) 181 (457 ) Financing Activities Net change in short-term borrowings with maturities of 3 months or less — 245 5 (1 ) (25 ) 224 Proceeds from short-term borrowings — — — 150 — 150 Repayments of short-term borrowings — — — (91 ) — (91 ) Proceeds from long-term debt — — 174 — (174 ) — Repayments of long-term debt — — (1 ) (64 ) — (65 ) Purchases of treasury stock, including related fees (500 ) — — — — (500 ) Dividends to parent — (678 ) (571 ) (280 ) 1,529 — Contributions from parent — — — — — — Stock option exercises 1 — — — — 1 Series A common stock dividends (178 ) — — — — (178 ) Return of capital to parent — — — (18 ) 18 — (Distributions to) contributions from noncontrolling interests — — — (18 ) — (18 ) Other, net — — (17 ) (2 ) — (19 ) Net cash provided by (used in) financing activities (677 ) (433 ) (410 ) (324 ) 1,348 (496 ) Exchange rate effects on cash and cash equivalents — — — 31 — 31 Net increase (decrease) in cash and cash equivalents — 5 19 (201 ) — (177 ) Cash and cash equivalents as of beginning of period — — 51 587 — 638 Cash and cash equivalents as of end of period — 5 70 386 — 461 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 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 |