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 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. 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, 2018 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,387 5,954 (1,186 ) 7,155 Cost of sales — — (1,898 ) (4,471 ) 1,186 (5,183 ) Gross profit — — 489 1,483 — 1,972 Selling, general and administrative expenses — — (213 ) (333 ) — (546 ) Amortization of intangible assets — — (8 ) (16 ) — (24 ) Research and development expenses — — (30 ) (42 ) — (72 ) Other (charges) gains, net — — — 9 — 9 Foreign exchange gain (loss), net — (3 ) — 3 — — Gain (loss) on disposition of businesses and assets, net — — (10 ) 5 — (5 ) Operating profit (loss) — (3 ) 228 1,109 — 1,334 Equity in net earnings (loss) of affiliates 1,207 1,202 1,033 220 (3,429 ) 233 Non-operating pension and other postretirement employee benefit (expense) income — — (28 ) (34 ) — (62 ) Interest expense — (30 ) (118 ) (33 ) 56 (125 ) Refinancing expense — (1 ) — — — (1 ) Interest income — 45 7 10 (56 ) 6 Dividend income - equity investments — — — 113 4 117 Other income (expense), net — 5 1 3 (1 ) 8 Earnings (loss) from continuing operations before tax 1,207 1,218 1,123 1,388 (3,426 ) 1,510 Income tax (provision) benefit — (11 ) (106 ) (176 ) 1 (292 ) Earnings (loss) from continuing operations 1,207 1,207 1,017 1,212 (3,425 ) 1,218 Earnings (loss) from operation of discontinued operations — — 3 (8 ) — (5 ) Gain (loss) on disposition of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — (1 ) 1 — — Earnings (loss) from discontinued operations — — 2 (7 ) — (5 ) Net earnings (loss) 1,207 1,207 1,019 1,205 (3,425 ) 1,213 Net (earnings) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Net earnings (loss) attributable to Celanese Corporation 1,207 1,207 1,019 1,199 (3,425 ) 1,207 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2017 - As Adjusted ( Note 3 ) Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,240 5,013 (1,113 ) 6,140 Cost of sales — — (1,723 ) (4,014 ) 1,108 (4,629 ) Gross profit — — 517 999 (5 ) 1,511 Selling, general and administrative expenses — — (189 ) (307 ) — (496 ) Amortization of intangible assets — — (4 ) (16 ) — (20 ) Research and development expenses — — (32 ) (41 ) — (73 ) Other (charges) gains, net — — (6 ) (53 ) — (59 ) Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (8 ) 3 — (5 ) Operating profit (loss) — — 278 584 (5 ) 857 Equity in net earnings (loss) of affiliates 843 867 591 166 (2,284 ) 183 Non-operating pension and other postretirement employee benefit (expense) income — — 60 (16 ) — 44 Interest expense — (20 ) (104 ) (30 ) 32 (122 ) Refinancing expense — — — — — — Interest income — 25 4 5 (32 ) 2 Dividend income - equity investments — — — 111 (3 ) 108 Other income (expense), net — (3 ) 2 4 — 3 Earnings (loss) from continuing operations before tax 843 869 831 824 (2,292 ) 1,075 Income tax (provision) benefit — (26 ) (62 ) (125 ) — (213 ) Earnings (loss) from continuing operations 843 843 769 699 (2,292 ) 862 Earnings (loss) from operation of discontinued operations — — (2 ) (14 ) — (16 ) Gain (loss) on disposition of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — 1 2 — 3 Earnings (loss) from discontinued operations — — (1 ) (12 ) — (13 ) Net earnings (loss) 843 843 768 687 (2,292 ) 849 Net (earnings) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Net earnings (loss) attributable to Celanese Corporation 843 843 768 681 (2,292 ) 843 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2016 - As Adjusted ( Note 3 ) Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net sales — — 2,162 4,322 (1,095 ) 5,389 Cost of sales — — (1,658 ) (3,427 ) 1,101 (3,984 ) Gross profit — — 504 895 6 1,405 Selling, general and administrative expenses — — (113 ) (265 ) — (378 ) Amortization of intangible assets — — (5 ) (4 ) — (9 ) Research and development expenses — — (32 ) (46 ) — (78 ) Other (charges) gains, net — — — (8 ) — (8 ) Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (8 ) 17 (6 ) 3 Operating profit (loss) — — 346 588 — 934 Equity in net earnings (loss) of affiliates 898 939 653 146 (2,481 ) 155 Non-operating pension and other postretirement employee benefit (expense) income — — 2 (43 ) — (41 ) Interest expense — (16 ) (94 ) (29 ) 19 (120 ) Refinancing expense — (4 ) (2 ) — — (6 ) Interest income — 12 4 5 (19 ) 2 Dividend income - equity investments — — — 107 1 108 Other income (expense), net — (1 ) 1 (2 ) — (2 ) Earnings (loss) from continuing operations before tax 898 930 910 772 (2,480 ) 1,030 Income tax (provision) benefit 2 (32 ) (53 ) (36 ) (3 ) (122 ) Earnings (loss) from continuing operations 900 898 857 736 (2,483 ) 908 Earnings (loss) from operation of discontinued operations — — (2 ) (1 ) — (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) 900 898 855 736 (2,483 ) 906 Net (earnings) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Net earnings (loss) attributable to Celanese Corporation 900 898 855 730 (2,483 ) 900 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2018 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 1,207 1,207 1,019 1,205 (3,425 ) 1,213 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — 6 13 (19 ) — Foreign currency translation (60 ) (60 ) (90 ) (109 ) 259 (60 ) Gain (loss) from cash flow hedges (10 ) (10 ) (2 ) (1 ) 13 (10 ) Pension and postretirement benefits — — — — — — Total other comprehensive income (loss), net of tax (70 ) (70 ) (86 ) (97 ) 253 (70 ) Total comprehensive income (loss), net of tax 1,137 1,137 933 1,108 (3,172 ) 1,143 Comprehensive (income) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Comprehensive income (loss) attributable to Celanese Corporation 1,137 1,137 933 1,102 (3,172 ) 1,137 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 843 843 768 687 (2,292 ) 849 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities (1 ) (1 ) (1 ) (1 ) 3 (1 ) Foreign currency translation 174 174 226 268 (668 ) 174 Gain (loss) from cash flow hedges (1 ) (1 ) (1 ) (1 ) 3 (1 ) Pension and postretirement benefits 9 9 7 10 (26 ) 9 Total other comprehensive income (loss), net of tax 181 181 231 276 (688 ) 181 Total comprehensive income (loss), net of tax 1,024 1,024 999 963 (2,980 ) 1,030 Comprehensive (income) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Comprehensive income (loss) attributable to Celanese Corporation 1,024 1,024 999 957 (2,980 ) 1,024 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net earnings (loss) 900 898 855 736 (2,483 ) 906 Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities — — — — — — Foreign currency translation (11 ) (11 ) (65 ) (73 ) 149 (11 ) Gain (loss) from cash flow hedges 5 5 5 5 (15 ) 5 Pension and postretirement benefits (4 ) (4 ) (4 ) (2 ) 10 (4 ) Total other comprehensive income (loss), net of tax (10 ) (10 ) (64 ) (70 ) 144 (10 ) Total comprehensive income (loss), net of tax 890 888 791 666 (2,339 ) 896 Comprehensive (income) loss attributable to noncontrolling interests — — — (6 ) — (6 ) Comprehensive income (loss) attributable to Celanese Corporation 890 888 791 660 (2,339 ) 890 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET As of December 31, 2018 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 30 409 — 439 Trade receivables - third party and affiliates — — 96 1,040 (119 ) 1,017 Non-trade receivables, net 40 551 797 697 (1,784 ) 301 Inventories, net — — 329 765 (48 ) 1,046 Marketable securities, at fair value — — 31 — — 31 Other assets — 24 10 37 (31 ) 40 Total current assets 40 575 1,293 2,948 (1,982 ) 2,874 Investments in affiliates 3,503 4,820 4,678 855 (12,877 ) 979 Property, plant and equipment, net — — 1,289 2,430 — 3,719 Deferred income taxes — — — 86 (2 ) 84 Other assets — 1,658 142 461 (1,971 ) 290 Goodwill — — 399 658 — 1,057 Intangible assets, net — — 132 178 — 310 Total assets 3,543 7,053 7,933 7,616 (16,832 ) 9,313 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates 544 333 465 258 (1,039 ) 561 Trade payables - third party and affiliates 13 1 342 583 (120 ) 819 Other liabilities 1 87 267 258 (270 ) 343 Income taxes payable — — 475 88 (507 ) 56 Total current liabilities 558 421 1,549 1,187 (1,936 ) 1,779 Noncurrent Liabilities Long-term debt, net of unamortized deferred financing costs — 3,104 1,679 127 (1,940 ) 2,970 Deferred income taxes — 15 85 157 (2 ) 255 Uncertain tax positions — — 6 152 — 158 Benefit obligations — — 250 314 — 564 Other liabilities 1 10 99 138 (40 ) 208 Total noncurrent liabilities 1 3,129 2,119 888 (1,982 ) 4,155 Total Celanese Corporation stockholders' equity 2,984 3,503 4,265 5,146 (12,914 ) 2,984 Noncontrolling interests — — — 395 — 395 Total equity 2,984 3,503 4,265 5,541 (12,914 ) 3,379 Total liabilities and equity 3,543 7,053 7,933 7,616 (16,832 ) 9,313 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET As of December 31, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) ASSETS Current Assets Cash and cash equivalents — — 230 346 — 576 Trade receivables - third party and affiliates — — 89 988 (91 ) 986 Non-trade receivables, net 38 482 279 385 (940 ) 244 Inventories, net — — 277 672 (49 ) 900 Marketable securities, at fair value — — 32 — — 32 Other assets — 60 12 93 (111 ) 54 Total current assets 38 542 919 2,484 (1,191 ) 2,792 Investments in affiliates 2,850 4,283 3,916 861 (10,934 ) 976 Property, plant and equipment, net — — 1,145 2,617 — 3,762 Deferred income taxes — 6 206 158 (4 ) 366 Other assets — 1,295 171 165 (1,293 ) 338 Goodwill — — 314 689 — 1,003 Intangible assets, net — — 48 253 — 301 Total assets 2,888 6,126 6,719 7,227 (13,422 ) 9,538 LIABILITIES AND EQUITY Current Liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates — 76 148 369 (267 ) 326 Trade payables - third party and affiliates — 1 300 598 (92 ) 807 Other liabilities — 71 302 273 (292 ) 354 Income taxes payable — — 471 92 (491 ) 72 Total current liabilities — 148 1,221 1,332 (1,142 ) 1,559 Noncurrent Liabilities Long-term debt, net of unamortized deferred financing costs — 3,128 1,254 233 (1,300 ) 3,315 Deferred income taxes — — — 215 (4 ) 211 Uncertain tax positions — — 1 157 (2 ) 156 Benefit obligations — — 277 308 — 585 Other liabilities — — 255 158 — 413 Total noncurrent liabilities — 3,128 1,787 1,071 (1,306 ) 4,680 Total Celanese Corporation stockholders' equity 2,888 2,850 3,711 4,412 (10,974 ) 2,887 Noncontrolling interests — — — 412 — 412 Total equity 2,888 2,850 3,711 4,824 (10,974 ) 3,299 Total liabilities and equity 2,888 6,126 6,719 7,227 (13,422 ) 9,538 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 1,085 560 259 833 (1,179 ) 1,558 Investing Activities Capital expenditures on property, plant and equipment — — (225 ) (112 ) — (337 ) Acquisitions, net of cash acquired — — (144 ) — — (144 ) Proceeds from sale of businesses and assets, net — — — 13 — 13 Return of capital from subsidiary — — 233 — (233 ) — Contributions to subsidiary — — (25 ) — 25 — Intercompany loan receipts (disbursements) — (427 ) (66 ) (285 ) 778 — Other, net — — (8 ) (31 ) — (39 ) Net cash provided by (used in) investing activities — (427 ) (235 ) (415 ) 570 (507 ) Financing Activities Short-term borrowings (repayments), net — 61 18 (51 ) (66 ) (38 ) Proceeds from short-term borrowings — — — 51 — 51 Repayments of short-term borrowings — — — (78 ) — (78 ) Proceeds from long-term debt — 846 427 — (712 ) 561 Repayments of long-term debt — (494 ) (26 ) (16 ) — (536 ) Purchases of treasury stock, including related fees (805 ) — — — — (805 ) Dividends to parent — (541 ) (633 ) (5 ) 1,179 — Contributions from parent — — — 25 (25 ) — Stock option exercises — — — — — — Common stock dividends (280 ) — — — — (280 ) Return of capital to parent — — — (233 ) 233 — (Distributions to) contributions from noncontrolling interests — — — (23 ) — (23 ) Other, net — (5 ) (10 ) (2 ) — (17 ) Net cash provided by (used in) financing activities (1,085 ) (133 ) (224 ) (332 ) 609 (1,165 ) Exchange rate effects on cash and cash equivalents — — — (23 ) — (23 ) Net increase (decrease) in cash and cash equivalents — — (200 ) 63 — (137 ) Cash and cash equivalents as of beginning of period — — 230 346 — 576 Cash and cash equivalents as of end of period — — 30 409 — 439 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 740 868 425 593 (1,823 ) 803 Investing Activities Capital expenditures on property, plant and equipment — — (176 ) (91 ) — (267 ) Acquisitions, net of cash acquired — (11 ) (12 ) (274 ) 28 (269 ) Proceeds from sale of businesses and assets, net — — 9 20 (28 ) 1 Return of capital from subsidiary — 16 241 — (257 ) — Contributions to subsidiary — — — — — — Intercompany loan receipts (disbursements) — (530 ) (25 ) — 555 — Other, net — — (2 ) (12 ) — (14 ) Net cash provided by (used in) investing activities — (525 ) 35 (357 ) 298 (549 ) Financing Activities Short-term borrowings (repayments), net — 56 15 51 (11 ) 111 Proceeds from short-term borrowings — — — 182 — 182 Repayments of short-term borrowings — — — (124 ) — (124 ) Proceeds from long-term debt — 351 530 14 (544 ) 351 Repayments of long-term debt — (6 ) (2 ) (69 ) — (77 ) Purchases of treasury stock, including related fees (500 ) — — — — (500 ) Dividends to parent — (741 ) (802 ) (280 ) 1,823 — Contributions from parent — — — — — — Stock option exercises 1 — — — — 1 Common stock dividends (241 ) — — — — (241 ) Return of capital to parent — — — (257 ) 257 — (Distributions to) contributions from noncontrolling interests — — — (27 ) — (27 ) Other, net — (3 ) (22 ) (2 ) — (27 ) Net cash provided by (used in) financing activities (740 ) (343 ) (281 ) (512 ) 1,525 (351 ) Exchange rate effects on cash and cash equivalents — — — 35 — 35 Net increase (decrease) in cash and cash equivalents — — 179 (241 ) — (62 ) Cash and cash equivalents as of beginning of period — — 51 587 — 638 Cash and cash equivalents as of end of period — — 230 346 — 576 CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 Parent Guarantor Issuer Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 695 711 (21 ) 872 (1,364 ) 893 Investing Activities Capital expenditures on property, plant and equipment — — (139 ) (107 ) — (246 ) Acquisitions, net of cash acquired — — — (178 ) — (178 ) Proceeds from sale of businesses and assets, net — — 1 11 — 12 Return of capital from subsidiary — 145 758 — (903 ) — Contributions to subsidiary — — — — — — Intercompany loan receipts (disbursements) — (283 ) 19 90 174 — Other, net — — (10 ) (17 ) — (27 ) Net cash provided by (used in) investing activities — (138 ) 629 (201 ) (729 ) (439 ) Financing Activities Short-term borrowings (repayments), net — (371 ) 1 (1 ) 19 (352 ) Proceeds from short-term borrowings — — — 53 — 53 Repayments of short-term borrowings — — — (90 ) — (90 ) Proceeds from long-term debt — 1,589 746 — (826 ) 1,509 Repayments of long-term debt — (1,083 ) (635 ) (42 ) 633 (1,127 ) Purchases of treasury stock, including related fees (500 ) — — — — (500 ) Dividends to parent — (695 ) (669 ) — 1,364 — Contributions from parent — — — — — — Stock option exercises 6 — — — — 6 Common stock dividends (201 ) — — — — (201 ) Return of capital to parent — — — (903 ) 903 — (Distributions to) contributions from noncontrolling interests — — — (24 ) — (24 ) Other, net — (13 ) (21 ) 1 — (33 ) Net cash provided by (used in) financing activities (695 ) (573 ) (578 ) (1,006 ) 2,093 (759 ) Exchange rate effects on cash and cash equivalents — — — (24 ) — (24 ) Net increase (decrease) in cash and cash equivalents — — 30 (359 ) — (329 ) Cash and cash equivalents as of beginning of period — — 21 946 — 967 Cash and cash equivalents as of end of period — — 51 587 — 638 |