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 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 for principal and interest on the Company's outstanding debt, Common Stock dividends and Common Stock repurchases. The consolidating statements of cash flow for the six months ended June 30, 2013 and 2012 present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. Previously, the Company presented such activity within the category where the ultimate use of cash to third parties was presented in the consolidated statements of cash flow. Prior amounts have been revised to conform to the current presentation.

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 June 30, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		732		1,242		(321	)	1,653
Cost of sales	—	—		(503	)	(1,139	)	308		(1,334	)
Gross profit	—	—		229		103		(13	)	319
Selling, general and administrative expenses	—	—		(26	)	(87	)	—		(113	)
Amortization of intangible assets	—	—		(3	)	(6	)	—		(9	)
Research and development expenses	—	—		(15	)	(8	)	—		(23	)
Other (charges) gains, net	—	—		—		(3	)	—		(3	)
Foreign exchange gain (loss), net	—	—		—		(2	)	—		(2	)
Gain (loss) on disposition of businesses and assets, net	—	—		1		(1	)	—		—
Operating profit (loss)	—	—		186		(4	)	(13	)	169
Equity in net earnings (loss) of affiliates	130	161		45		45		(326	)	55
Interest expense	—	(49	)	(9	)	(16	)	30		(44	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	13		16		2		(30	)	1
Dividend income - cost investments	—	—		—		23		—		23
Other income (expense), net	—	—		—		4		—		4
Earnings (loss) from continuing operations before tax	130	125		238		54		(339	)	208
Income tax (provision) benefit	3	5		(69	)	(18	)	4		(75	)
Earnings (loss) from continuing operations	133	130		169		36		(335	)	133
Earnings (loss) from operation of discontinued operations	—	—		—		—		—		—
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		—		—		—		—
Net earnings (loss)	133	130		169		36		(335	)	133
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	133	130		169		36		(335	)	133

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Three Months Ended June 30, 2012
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	As Adjusted (Note 1)
	(In $ millions)
Net sales	—	—		734		1,239		(298	)	1,675
Cost of sales	—	—		(517	)	(1,112	)	289		(1,340	)
Gross profit	—	—		217		127		(9	)	335
Selling, general and administrative expenses	—	—		(39	)	(76	)	—		(115	)
Amortization of intangible assets	—	—		(4	)	(9	)	—		(13	)
Research and development expenses	—	—		(17	)	(8	)	—		(25	)
Other (charges) gains, net	—	—		6		(3	)	(6	)	(3	)
Foreign exchange gain (loss), net	—	—		—		(1	)	—		(1	)
Gain (loss) on disposition of businesses and assets, net	—	—		—		—		—		—
Operating profit (loss)	—	—		163		30		(15	)	178
Equity in net earnings (loss) of affiliates	220	250		50		49		(507	)	62
Interest expense	—	(48	)	(10	)	(19	)	32		(45	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	15		16		1		(32	)	—
Dividend income - cost investments	—	—		—		84		—		84
Other income (expense), net	—	—		—		(1	)	—		(1	)
Earnings (loss) from continuing operations before tax	220	217		219		144		(522	)	278
Income tax (provision) benefit	1	3		(43	)	(22	)	4		(57	)
Earnings (loss) from continuing operations	221	220		176		122		(518	)	221
Earnings (loss) from operation of discontinued operations	—	—		—		—		—		—
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		—		—		—		—
Net earnings (loss)	221	220		176		122		(518	)	221
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	221	220		176		122		(518	)	221

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Six Months Ended June 30, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,412		2,449		(603	)	3,258
Cost of sales	—	—		(978	)	(2,233	)	605		(2,606	)
Gross profit	—	—		434		216		2		652
Selling, general and administrative expenses	—	—		(47	)	(172	)	—		(219	)
Amortization of intangible assets	—	—		(7	)	(13	)	—		(20	)
Research and development expenses	—	—		(31	)	(18	)	—		(49	)
Other (charges) gains, net	—	—		4		(7	)	(4	)	(7	)
Foreign exchange gain (loss), net	—	—		—		(3	)	—		(3	)
Gain (loss) on disposition of businesses and assets, net	—	—		—		(1	)	—		(1	)
Operating profit (loss)	—	—		353		2		(2	)	353
Equity in net earnings (loss) of affiliates	271	328		82		94		(666	)	109
Interest expense	—	(96	)	(19	)	(32	)	60		(87	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	27		31		3		(60	)	1
Dividend income - cost investments	—	—		—		47		—		47
Other income (expense), net	—	—		—		3		—		3
Earnings (loss) from continuing operations before tax	271	259		447		117		(668	)	426
Income tax (provision) benefit	4	12		(113	)	(55	)	—		(152	)
Earnings (loss) from continuing operations	275	271		334		62		(668	)	274
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)	275	271		335		62		(668	)	275
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	275	271		335		62		(668	)	275

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Six Months Ended June 30, 2012
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	As Adjusted (Note 1)
	(In $ millions)
Net sales	—	—		1,374		2,488		(554	)	3,308
Cost of sales	—	—		(995	)	(2,260	)	556		(2,699	)
Gross profit	—	—		379		228		2		609
Selling, general and administrative expenses	—	—		(78	)	(163	)	—		(241	)
Amortization of intangible assets	—	—		(9	)	(17	)	—		(26	)
Research and development expenses	—	—		(32	)	(18	)	—		(50	)
Other (charges) gains, net	—	—		7		(4	)	(6	)	(3	)
Foreign exchange gain (loss), net	—	—		—		—		—		—
Gain (loss) on disposition of businesses and assets, net	—	—		—		—		—		—
Operating profit (loss)	—	—		267		26		(4	)	289
Equity in net earnings (loss) of affiliates	413	457		90		91		(938	)	113
Interest expense	—	(96	)	(21	)	(37	)	64		(90	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	30		32		3		(64	)	1
Dividend income - cost investments	—	—		—		84		—		84
Other income (expense), net	—	1		—		—		—		1
Earnings (loss) from continuing operations before tax	413	392		368		167		(942	)	398
Income tax (provision) benefit	1	21		16		(23	)	1		16
Earnings (loss) from continuing operations	414	413		384		144		(941	)	414
Earnings (loss) from operation of discontinued operations	—	—		—		—		—		—
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		—		—		—		—
Net earnings (loss)	414	413		384		144		(941	)	414
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	414	413		384		144		(941	)	414

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended June 30, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	133	130	169		36		(335	)	133
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—	—	—		—		—		—
Foreign currency translation	26	26	(2	)	(3	)	(21	)	26
Gain (loss) on interest rate swaps	2	2	(1	)	—		(1	)	2
Pension and postretirement benefits	—	—	—		—		—		—
Total other comprehensive income (loss), net of tax	28	28	(3	)	(3	)	(22	)	28
Total comprehensive income (loss), net of tax	161	158	166		33		(357	)	161
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	161	158	166		33		(357	)	161



	Three Months Ended June 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated
	As Adjusted (Note 1)
	(In $ millions)
Net earnings (loss)	221		220		176		122	(518	)	221
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—	—		—
Foreign currency translation	(50	)	(50	)	17		11	22		(50	)
Gain (loss) on interest rate swaps	—		—		—		—	—		—
Pension and postretirement benefits	(2	)	(2	)	(3	)	—	5		(2	)
Total other comprehensive income (loss), net of tax	(52	)	(52	)	14		11	27		(52	)
Total comprehensive income (loss), net of tax	169		168		190		133	(491	)	169
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	169		168		190		133	(491	)	169

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Six Months Ended June 30, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	275		271		335		62	(668	)	275
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—	—		—
Foreign currency translation	(5	)	(5	)	3		2	—		(5	)
Gain (loss) on interest rate swaps	3		3		(1	)	—	(2	)	3
Pension and postretirement benefits	—		—		—		—	—		—
Total other comprehensive income (loss), net of tax	(2	)	(2	)	2		2	(2	)	(2	)
Total comprehensive income (loss), net of tax	273		269		337		64	(670	)	273
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	273		269		337		64	(670	)	273



	Six Months Ended June 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	As Adjusted (Note 1)
	(In $ millions)
Net earnings (loss)	414		413		384		144		(941	)	414
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	(24	)	(24	)	6		5		13		(24	)
Gain (loss) on interest rate swaps	1		1		—		—		(1	)	1
Pension and postretirement benefits	(6	)	(6	)	(6	)	(3	)	15		(6	)
Total other comprehensive income (loss), net of tax	(29	)	(29	)	—		2		27		(29	)
Total comprehensive income (loss), net of tax	385		384		384		146		(914	)	385
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	385		384		384		146		(914	)	385

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of June 30, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	401	706	—		1,107
Trade receivables - third party and affiliates	—	—	383	729	(183	)	929
Non-trade receivables, net	32	439	1,825	429	(2,445	)	280
Inventories, net	—	—	201	609	(72	)	738
Deferred income taxes	—	—	64	7	(21	)	50
Marketable securities, at fair value	—	—	45	—	—		45
Other assets	—	5	16	30	(20	)	31
Total current assets	32	444	2,935	2,510	(2,741	)	3,180
Investments in affiliates	1,953	3,762	1,666	558	(7,131	)	808
Property, plant and equipment, net	—	—	846	2,479	—		3,325
Deferred income taxes	—	3	510	91	(2	)	602
Other assets	—	1,896	128	437	(1,978	)	483
Goodwill	—	—	305	467	—		772
Intangible assets, net	—	—	69	83	—		152
Total assets	1,985	6,105	6,459	6,625	(11,852	)	9,322
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	1,622	232	132	(1,762	)	224
Trade payables - third party and affiliates	—	—	281	618	(183	)	716
Other liabilities	—	41	269	385	(256	)	439
Deferred income taxes	—	21	—	25	(21	)	25
Income taxes payable	—	—	515	93	(468	)	140
Total current liabilities	—	1,684	1,297	1,253	(2,690	)	1,544
Noncurrent Liabilities
Long-term debt	—	2,460	804	1,572	(1,976	)	2,860
Deferred income taxes	—	—	—	49	(2	)	47
Uncertain tax positions	—	6	25	153	—		184
Benefit obligations	—	—	1,329	231	—		1,560
Other liabilities	—	2	96	1,054	(10	)	1,142
Total noncurrent liabilities	—	2,468	2,254	3,059	(1,988	)	5,793
Total Celanese Corporation stockholders’ equity	1,985	1,953	2,908	2,313	(7,174	)	1,985
Noncontrolling interests	—	—	—	—	—		—
Total equity	1,985	1,953	2,908	2,313	(7,174	)	1,985
Total liabilities and equity	1,985	6,105	6,459	6,625	(11,852	)	9,322

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of December 31, 2012
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	10	—	275	674	—		959
Trade receivables - third party and affiliates	—	—	340	653	(166	)	827
Non-trade receivables, net	31	444	1,754	484	(2,504	)	209
Inventories, net	—	—	196	589	(74	)	711
Deferred income taxes	—	—	62	8	(21	)	49
Marketable securities, at fair value	—	—	52	1	—		53
Other assets	—	5	15	27	(16	)	31
Total current assets	41	449	2,694	2,436	(2,781	)	2,839
Investments in affiliates	1,692	3,437	1,579	570	(6,478	)	800
Property, plant and equipment, net	—	—	813	2,537	—		3,350
Deferred income taxes	—	5	509	92	—		606
Other assets	—	1,927	132	414	(2,010	)	463
Goodwill	—	—	305	472	—		777
Intangible assets, net	—	—	69	96	—		165
Total assets	1,733	5,818	6,101	6,617	(11,269	)	9,000
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	1,584	208	159	(1,783	)	168
Trade payables - third party and affiliates	—	—	269	546	(166	)	649
Other liabilities	—	40	267	475	(307	)	475
Deferred income taxes	—	21	—	25	(21	)	25
Income taxes payable	—	—	419	73	(454	)	38
Total current liabilities	—	1,645	1,163	1,278	(2,731	)	1,355
Noncurrent Liabilities
Long-term debt	—	2,467	872	1,597	(2,006	)	2,930
Deferred income taxes	—	—	—	50	—		50
Uncertain tax positions	3	6	23	149	—		181
Benefit obligations	—	—	1,362	240	—		1,602
Other liabilities	—	8	101	1,055	(12	)	1,152
Total noncurrent liabilities	3	2,481	2,358	3,091	(2,018	)	5,915
Total Celanese Corporation stockholders’ equity	1,730	1,692	2,580	2,248	(6,520	)	1,730
Noncontrolling interests	—	—	—	—	—		—
Total equity	1,730	1,692	2,580	2,248	(6,520	)	1,730
Total liabilities and equity	1,733	5,818	6,101	6,617	(11,269	)	9,000

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Six Months Ended June 30, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	19		(42	)	292		147		(40	)	376
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(87	)	(62	)	—		(149	)
Acquisitions, net of cash acquired	—		—		—		—		—		—
Proceeds from sale of businesses and assets, net	—		—		—		12		—		12
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(6	)	—		(6	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		—		—		—		—
Intercompany loan receipts (disbursements)	—		3		(64	)	—		61		—
Other, net	—		—		(25	)	(9	)	—		(34	)
Net cash provided by (used in) investing activities	—		3		(176	)	(65	)	61		(177	)
Financing Activities
Short-term borrowings (repayments), net	—		64		(2	)	(9	)	(64	)	(11	)
Proceeds from short-term borrowings	—		—		—		27		—		27
Repayments of short-term borrowings	—		—		—		(24	)	—		(24	)
Proceeds from long-term debt	—		—		50		—		—		50
Repayments of long-term debt	—		(5	)	(18	)	(42	)	3		(62	)
Refinancing costs	—		—		—		—		—		—
Purchases of treasury stock, including related fees	(6	)	—		—		—		—		(6	)
Dividends to parent	—		(20	)	(20	)	—		40		—
Contributions from parent	—		—		—		—		—		—
Stock option exercises	3		—		—		—		—		3
Series A common stock dividends	(26	)	—		—		—		—		(26	)
Return of capital to parent	—		—		—		—		—		—
Other, net	—		—		—		—		—		—
Net cash provided by (used in) financing activities	(29	)	39		10		(48	)	(21	)	(49	)
Exchange rate effects on cash and cash equivalents	—		—		—		(2	)	—		(2	)
Net increase (decrease) in cash and cash equivalents	(10	)	—		126		32		—		148
Cash and cash equivalents as of beginning of period	10		—		275		674		—		959
Cash and cash equivalents as of end of period	—		—		401		706		—		1,107

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Six Months Ended June 30, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	6		(38	)	248		256		(70	)	402
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(93	)	(90	)	—		(183	)
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	—		—		—		(35	)	—		(35	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		(3	)	—		3		—
Intercompany loan receipts (disbursements)	—		3		(77	)	—		74		—
Other, net	—		—		(9	)	(34	)	—		(43	)
Net cash provided by (used in) investing activities	—		3		(204	)	(159	)	77		(283	)
Financing Activities
Short-term borrowings (repayments), net	—		77		(2	)	(15	)	(74	)	(14	)
Proceeds from short-term borrowings	—		—		—		24		—		24
Repayments of short-term borrowings	—		—		—		(24	)	—		(24	)
Proceeds from long-term debt	—		—		—		—		—		—
Repayments of long-term debt	—		(7	)	(1	)	(11	)	—		(19	)
Refinancing costs	—		—		—		—		—		—
Purchases of treasury stock, including related fees	(28	)	—		—		—		—		(28	)
Dividends to parent	—		(35	)	(35	)	—		70		—
Contributions from parent	—		—		—		3		(3	)	—
Stock option exercises	55		—		—		—		—		55
Series A common stock dividends	(19	)	—		—		—		—		(19	)
Return of capital to parent	—		—		—		—		—		—
Other, net	29		—		—		—		—		29
Net cash provided by (used in) financing activities	37		35		(38	)	(23	)	(7	)	4
Exchange rate effects on cash and cash equivalents	—		—		—		(5	)	—		(5	)
Net increase (decrease) in cash and cash equivalents	43		—		6		69		—		118
Cash and cash equivalents as of beginning of period	—		—		133		549		—		682
Cash and cash equivalents as of end of period	43		—		139		618		—		800