Consolidating Guarantor Financial Information

The 6.625% Notes and the 5.875% Notes (collectively, the "Notes") were issued by Celanese US (the "Issuer") and are guaranteed by Celanese Corporation (the "Parent Guarantor") and the Subsidiary Guarantors (Note 9). 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 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. As a result, the Company presents such intercompany financing activities, contributions and dividends within the category where the ultimate use of cash to third parties is presented in the accompanying unaudited interim consolidated statements 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 STATEMENTS OF OPERATIONS



	Three Months Ended September 30, 2012
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		670		1,196		(257	)	1,609
Cost of sales	—	—		(471	)	(1,079	)	265		(1,285	)
Gross profit	—	—		199		117		8		324
Selling, general and administrative expenses	—	—		(41	)	(80	)	—		(121	)
Amortization of intangible assets	—	—		(4	)	(8	)	—		(12	)
Research and development expenses	—	—		(17	)	(7	)	—		(24	)
Other (charges) gains, net	—	—		6		(4	)	—		2
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	(1	)	—		(2	)
Operating profit (loss)	—	—		142		13		8		163
Equity in net earnings (loss) of affiliates	116	141		44		37		(288	)	50
Interest expense	—	(48	)	(10	)	(18	)	32		(44	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	14		16		2		(32	)	—
Dividend income - cost investments	—	—		—		1		—		1
Other income (expense), net	—	(1	)	—		4		—		3
Earnings (loss) from continuing operations before tax	116	106		192		39		(280	)	173
Income tax (provision) benefit	1	10		(55	)	(8	)	(2	)	(54	)
Earnings (loss) from continuing operations	117	116		137		31		(282	)	119
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	—	—		(1	)	(1	)	—		(2	)
Net earnings (loss)	117	116		136		30		(282	)	117
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	117	116		136		30		(282	)	117

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF OPERATIONS



	Three Months Ended September 30, 2011
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		662		1,401		(256	)	1,807
Cost of sales	—	—		(491	)	(1,184	)	269		(1,406	)
Gross profit	—	—		171		217		13		401
Selling, general and administrative expenses	—	—		(31	)	(109	)	—		(140	)
Amortization of intangible assets	—	—		(5	)	(12	)	—		(17	)
Research and development expenses	—	—		(16	)	(8	)	—		(24	)
Other (charges) gains, net	—	—		(5	)	(19	)	—		(24	)
Foreign exchange gain (loss), net	—	—		—		1		—		1
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	—		—		(1	)
Operating profit (loss)	—	—		113		70		13		196
Equity in net earnings (loss) of affiliates	167	205		70		45		(430	)	57
Interest expense	—	(53	)	(9	)	(10	)	18		(54	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	5		12		2		(18	)	1
Dividend income - cost investments	—	—		—		1		—		1
Other income (expense), net	—	(1	)	—		1		—		—
Earnings (loss) from continuing operations before tax	167	156		186		109		(417	)	201
Income tax (provision) benefit	—	11		(30	)	(13	)	(2	)	(34	)
Earnings (loss) from continuing operations	167	167		156		96		(419	)	167
Earnings (loss) from operation of discontinued operations	—	—		1		(1	)	—		—
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		1		(1	)	—		—
Net earnings (loss)	167	167		157		95		(419	)	167
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	167	167		157		95		(419	)	167

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF OPERATIONS



	Nine Months Ended September 30, 2012
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,044		3,684		(811	)	4,917
Cost of sales	—	—		(1,473	)	(3,340	)	821		(3,992	)
Gross profit	—	—		571		344		10		925
Selling, general and administrative expenses	—	—		(135	)	(244	)	—		(379	)
Amortization of intangible assets	—	—		(13	)	(25	)	—		(38	)
Research and development expenses	—	—		(51	)	(25	)	—		(76	)
Other (charges) gains, net	—	—		13		(8	)	(6	)	(1	)
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	(1	)	—		(2	)
Operating profit (loss)	—	—		384		37		4		425
Equity in net earnings (loss) of affiliates	508	577		134		128		(1,184	)	163
Interest expense	—	(144	)	(31	)	(55	)	96		(134	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	44		48		5		(96	)	1
Dividend income - cost investments	—	—		—		85		—		85
Other income (expense), net	—	—		—		4		—		4
Earnings (loss) from continuing operations before tax	508	477		535		204		(1,180	)	544
Income tax (provision) benefit	2	31		(33	)	(31	)	(1	)	(32	)
Earnings (loss) from continuing operations	510	508		502		173		(1,181	)	512
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	—	—		(1	)	(1	)	—		(2	)
Net earnings (loss)	510	508		501		172		(1,181	)	510
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	510	508		501		172		(1,181	)	510

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF OPERATIONS



	Nine Months Ended September 30, 2011
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,937		4,012		(800	)	5,149
Cost of sales	—	—		(1,399	)	(3,389	)	801		(3,987	)
Gross profit	—	—		538		623		1		1,162
Selling, general and administrative expenses	—	—		(111	)	(297	)	—		(408	)
Amortization of intangible assets	—	—		(14	)	(36	)	—		(50	)
Research and development expenses	—	—		(46	)	(26	)	—		(72	)
Other (charges) gains, net	—	—		20		(59	)	—		(39	)
Foreign exchange gain (loss), net	—	—		—		1		—		1
Gain (loss) on disposition of businesses and assets, net	—	—		—		(1	)	—		(1	)
Operating profit (loss)	—	—		387		205		1		593
Equity in net earnings (loss) of affiliates	511	629		125		116		(1,235	)	146
Interest expense	—	(160	)	(30	)	(29	)	53		(166	)
Refinancing expense	—	(3	)	—		—		—		(3	)
Interest income	—	16		31		8		(53	)	2
Dividend income - cost investments	—	—		—		80		—		80
Other income (expense), net	—	2		(1	)	8		—		9
Earnings (loss) from continuing operations before tax	511	484		512		388		(1,234	)	661
Income tax (provision) benefit	1	27		(123	)	(56	)	—		(151	)
Earnings (loss) from continuing operations	512	511		389		332		(1,234	)	510
Earnings (loss) from operation of discontinued operations	—	—		4		(1	)	—		3
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		(1	)	—		—		(1	)
Earnings (loss) from discontinued operations	—	—		3		(1	)	—		2
Net earnings (loss)	512	511		392		331		(1,234	)	512
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	512	511		392		331		(1,234	)	512

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended September 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	117		116		136		30		(282	)	117
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	28		28		(5	)	(1	)	(22	)	28
Unrealized gain (loss) on interest rate swaps	(2	)	(2	)	—		—		2		(2	)
Pension and postretirement benefits	10		10		9		1		(20	)	10
Total other comprehensive income (loss), net of tax	36		36		4		—		(40	)	36
Total comprehensive income (loss), net of tax	153		152		140		30		(322	)	153
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	153		152		140		30		(322	)	153



	Three Months Ended September 30, 2011
	Parent Guarantor		Issuer		Subsidiary Guarantors	Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	167		167		157	95		(419	)	167
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—	—		—		—
Foreign currency translation	(69	)	(69	)	13	(84	)	140		(69	)
Unrealized gain (loss) on interest rate swaps	5		5		—	2		(7	)	5
Pension and postretirement benefits	4		4		4	—		(8	)	4
Total other comprehensive income (loss), net of tax	(60	)	(60	)	17	(82	)	125		(60	)
Total comprehensive income (loss), net of tax	107		107		174	13		(294	)	107
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—	—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	107		107		174	13		(294	)	107

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Nine Months Ended September 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	510		508		501	172	(1,181	)	510
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—	—	—		—
Foreign currency translation	4		4		1	4	(9	)	4
Unrealized gain (loss) on interest rate swaps	(1	)	(1	)	—	—	1		(1	)
Pension and postretirement benefits	25		25		22	—	(47	)	25
Total other comprehensive income (loss), net of tax	28		28		23	4	(55	)	28
Total comprehensive income (loss), net of tax	538		536		524	176	(1,236	)	538
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—	—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	538		536		524	176	(1,236	)	538



	Nine Months Ended September 30, 2011
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	512	511	392	331	(1,234	)	512
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—	—	—	—	—		—
Foreign currency translation	18	18	3	14	(35	)	18
Unrealized gain (loss) on interest rate swaps	14	14	—	1	(15	)	14
Pension and postretirement benefits	12	12	12	—	(24	)	12
Total other comprehensive income (loss), net of tax	44	44	15	15	(74	)	44
Total comprehensive income (loss), net of tax	556	555	407	346	(1,308	)	556
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—	—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	556	555	407	346	(1,308	)	556

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEETS



	As of September 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	26		—		225		677	—		928
Trade receivables - third party and affiliates	—		—		323		723	(114	)	932
Non-trade receivables, net	—		33		1,777		489	(2,111	)	188
Inventories, net	—		—		189		584	(62	)	711
Deferred income taxes	—		—		88		18	—		106
Marketable securities, at fair value	—		—		56		—	—		56
Other assets	—		5		19		45	(22	)	47
Total current assets	26		38		2,677		2,536	(2,309	)	2,968
Investments in affiliates	1,862		3,594		1,583		534	(6,798	)	775
Property, plant and equipment, net	—		—		782		2,513	—		3,295
Deferred income taxes	—		18		494		27	—		539
Other assets	—		1,895		134		399	(1,982	)	446
Goodwill	—		—		305		463	—		768
Intangible assets, net	—		—		71		103	—		174
Total assets	1,888		5,545		6,046		6,575	(11,089	)	8,965
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—		1,625		177		121	(1,782	)	141
Trade payables - third party and affiliates	—		—		256		543	(114	)	685
Other liabilities	—		57		324		493	(367	)	507
Deferred income taxes	—		16		(16	)	19	—		19
Income taxes payable	(30	)	(390	)	447		20	(4	)	43
Total current liabilities	(30	)	1,308		1,188		1,196	(2,267	)	1,395
Noncurrent Liabilities
Long-term debt	—		2,361		820		1,636	(1,978	)	2,839
Deferred income taxes	—		—		36		95	—		131
Uncertain tax positions	3		2		28		156	—		189
Benefit obligations	—		—		1,215		139	—		1,354
Other liabilities	—		12		103		1,039	(12	)	1,142
Total noncurrent liabilities	3		2,375		2,202		3,065	(1,990	)	5,655
Total Celanese Corporation stockholders’ equity	1,915		1,862		2,656		2,314	(6,832	)	1,915
Noncontrolling interests	—		—		—		—	—		—
Total equity	1,915		1,862		2,656		2,314	(6,832	)	1,915
Total liabilities and equity	1,888		5,545		6,046		6,575	(11,089	)	8,965

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEETS



	As of December 31, 2011
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—		—		133		549	—		682
Trade receivables - third party and affiliates	—		—		297		694	(120	)	871
Non-trade receivables, net	—		10		1,651		562	(1,988	)	235
Inventories, net	—		—		187		590	(65	)	712
Deferred income taxes	—		—		87		17	—		104
Marketable securities, at fair value	—		—		64		—	—		64
Other assets	—		6		18		45	(34	)	35
Total current assets	—		16		2,437		2,457	(2,207	)	2,703
Investments in affiliates	1,315		2,978		1,530		535	(5,534	)	824
Property, plant and equipment, net	—		—		735		2,534	—		3,269
Deferred income taxes	—		17		382		22	—		421
Other assets	—		1,903		132		296	(1,987	)	344
Goodwill	—		—		298		462	—		760
Intangible assets, net	—		—		69		128	—		197
Total assets	1,315		4,914		5,583		6,434	(9,728	)	8,518
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—		1,492		176		131	(1,655	)	144
Trade payables - third party and affiliates	—		—		258		535	(120	)	673
Other liabilities	—		63		353		506	(383	)	539
Deferred income taxes	—		16		(16	)	17	—		17
Income taxes payable	(29	)	(373	)	384		35	(5	)	12
Total current liabilities	(29	)	1,198		1,155		1,224	(2,163	)	1,385
Noncurrent Liabilities
Long-term debt	—		2,372		834		1,650	(1,983	)	2,873
Deferred income taxes	—		—		—		92	—		92
Uncertain tax positions	3		16		27		136	—		182
Benefit obligations	—		—		1,346		146	—		1,492
Other liabilities	—		13		99		1,055	(14	)	1,153
Total noncurrent liabilities	3		2,401		2,306		3,079	(1,997	)	5,792
Total Celanese Corporation stockholders’ equity	1,341		1,315		2,122		2,131	(5,568	)	1,341
Noncontrolling interests	—		—		—		—	—		—
Total equity	1,341		1,315		2,122		2,131	(5,568	)	1,341
Total liabilities and equity	1,315		4,914		5,583		6,434	(9,728	)	8,518

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF CASH FLOWS



	Nine Months Ended September 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	(28	)	—		307		382		—		661
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(132	)	(138	)	—		(270	)
Acquisitions, net of cash acquired	—		—		(23	)	—		—		(23	)
Proceeds from sale of businesses and assets, net	—		—		1		—		—		1
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(43	)	—		(43	)
Other, net	—		—		(9	)	(53	)	—		(62	)
Net cash provided by (used in) investing activities	—		—		(163	)	(234	)	—		(397	)
Financing Activities
Short-term borrowings (repayments), net	—		—		2		(9	)	—		(7	)
Proceeds from long-term debt	—		—		—		—		—		—
Repayments of long-term debt	—		(11	)	(5	)	(16	)	—		(32	)
Refinancing costs	—		—		—		—		—		—
Proceeds and repayments from intercompany financing activities	—		11		(11	)	—		—		—
Purchases of treasury stock, including related fees	(37	)	—		—		—		—		(37	)
Dividends from subsidiary	35		35		—		—		(70	)	—
Dividends to parent	—		(35	)	(35	)	—		70		—
Contributions from parent to subsidiary	—		—		(3	)	3		—		—
Stock option exercises	58		—		—		—		—		58
Series A common stock dividends	(31	)	—		—		—		—		(31	)
Preferred stock dividends	—		—		—		—		—		—
Other, net	29		—		—		(1	)	—		28
Net cash provided by (used in) financing activities	54		—		(52	)	(23	)	—		(21	)
Exchange rate effects on cash and cash equivalents	—		—		—		3		—		3
Net increase (decrease) in cash and cash equivalents	26		—		92		128		—		246
Cash and cash equivalents as of beginning of period	—		—		133		549		—		682
Cash and cash equivalents as of end of period	26		—		225		677		—		928

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF CASH FLOWS



	Nine Months Ended September 30, 2011
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	(1	)	—		224		258		—		481
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(105	)	(136	)	—		(241	)
Acquisitions, net of cash acquired	—		—		(8	)	—		—		(8	)
Proceeds from sale of businesses and assets, net	—		—		1		5		—		6
Deferred proceeds from Kelsterbach plant relocation	—		—		—		158		—		158
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(174	)	—		(174	)
Other, net	—		—		(3	)	(34	)	—		(37	)
Net cash provided by (used in) investing activities	—		—		(115	)	(181	)	—		(296	)
Financing Activities
Short-term borrowings (repayments), net	—		—		(9	)	(11	)	—		(20	)
Proceeds from long-term debt	—		400		—		11		—		411
Repayments of long-term debt	—		(529	)	(2	)	(31	)	—		(562	)
Refinancing costs	—		(8	)	—		—		—		(8	)
Proceeds and repayments from intercompany financing activities	—		137		(137	)	—		—		—
Purchases of treasury stock, including related fees	(28	)	—		—		—		—		(28	)
Dividends from subsidiary	43		143		—		—		(186	)	—
Dividends to parent	—		(43	)	(43	)	(100	)	186		—
Contributions from parent to subsidiary	—		(100	)	100		—		—		—
Stock option exercises	19		—		—		—		—		19
Series A common stock dividends	(25	)	—		—		—		—		(25	)
Preferred stock dividends	—		—		—		—		—		—
Other, net	(8	)	—		(3	)	—		—		(11	)
Net cash provided by (used in) financing activities	1		—		(94	)	(131	)	—		(224	)
Exchange rate effects on cash and cash equivalents	—		—		—		3		—		3
Net increase (decrease) in cash and cash equivalents	—		—		15		(51	)	—		(36	)
Cash and cash equivalents as of beginning of period	—		—		128		612		—		740
Cash and cash equivalents as of end of period	—		—		143		561		—		704