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 13). 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 years ended December 31, 2013, 2012 and 2011 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, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,799		4,911		(1,200	)	6,510
Cost of sales	—	—		(1,827	)	(4,531	)	1,213		(5,145	)
Gross profit	—	—		972		380		13		1,365
Selling, general and administrative expenses	—	—		53		(364	)	—		(311	)
Amortization of intangible assets	—	—		(11	)	(21	)	—		(32	)
Research and development expenses	—	—		(53	)	(32	)	—		(85	)
Other (charges) gains, net	—	—		2		(156	)	(4	)	(158	)
Foreign exchange gain (loss), net	—	—		—		(6	)	—		(6	)
Gain (loss) on disposition of businesses and assets, net	—	—		(2	)	737		—		735
Operating profit (loss)	—	—		961		538		9		1,508
Equity in net earnings (loss) of affiliates	1,096	1,180		116		158		(2,370	)	180
Interest expense	—	(192	)	(34	)	(70	)	124		(172	)
Refinancing expense	—	(1	)	—		—		—		(1	)
Interest income	—	55		65		5		(124	)	1
Dividend income - cost investments	—	—		—		93		—		93
Other income (expense), net	—	—		(52	)	52		—		—
Earnings (loss) from continuing operations before tax	1,096	1,042		1,056		776		(2,361	)	1,609
Income tax (provision) benefit	5	54		(326	)	(229	)	(12	)	(508	)
Earnings (loss) from continuing operations	1,101	1,096		730		547		(2,373	)	1,101
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)	1,101	1,096		731		546		(2,373	)	1,101
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	1,101	1,096		731		546		(2,373	)	1,101

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS



	Year Ended December 31, 2012
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,692		4,829		(1,103	)	6,418
Cost of sales	—	—		(1,906	)	(4,423	)	1,092		(5,237	)
Gross profit	—	—		786		406		(11	)	1,181
Selling, general and administrative expenses	—	—		(440	)	(390	)	—		(830	)
Amortization of intangible assets	—	—		(18	)	(33	)	—		(51	)
Research and development expenses	—	—		(74	)	(30	)	—		(104	)
Other (charges) gains, net	—	—		17		(22	)	(9	)	(14	)
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	(2	)	—		(3	)
Operating profit (loss)	—	—		270		(75	)	(20	)	175
Equity in net earnings (loss) of affiliates	369	473		199		201		(1,000	)	242
Interest expense	—	(198	)	(42	)	(73	)	128		(185	)
Refinancing expense	—	(3	)	—		—		—		(3	)
Interest income	—	59		65		6		(128	)	2
Dividend income - cost investments	—	—		—		85		—		85
Other income (expense), net	—	—		(10	)	15		—		5
Earnings (loss) from continuing operations before tax	369	331		482		159		(1,020	)	321
Income tax (provision) benefit	3	38		(16	)	15		15		55
Earnings (loss) from continuing operations	372	369		466		174		(1,005	)	376
Earnings (loss) from operation of discontinued operations	—	—		(5	)	(1	)	—		(6	)
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		2		—		—		2
Earnings (loss) from discontinued operations	—	—		(3	)	(1	)	—		(4	)
Net earnings (loss)	372	369		463		173		(1,005	)	372
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	372	369		463		173		(1,005	)	372

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS



	Year Ended December 31, 2011
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,572		5,240		(1,049	)	6,763
Cost of sales	—	—		(1,861	)	(4,510	)	1,025		(5,346	)
Gross profit	—	—		711		730		(24	)	1,417
Selling, general and administrative expenses	—	—		(402	)	(403	)	—		(805	)
Amortization of intangible assets	—	—		(17	)	(45	)	—		(62	)
Research and development expenses	—	—		(67	)	(31	)	—		(98	)
Other (charges) gains, net	—	—		23		(71	)	—		(48	)
Foreign exchange gain (loss), net	—	—		—		—		—		—
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	—		(1	)	(2	)
Operating profit (loss)	—	—		247		180		(25	)	402
Equity in net earnings (loss) of affiliates	425	590		165		166		(1,154	)	192
Interest expense	—	(217	)	(41	)	(41	)	78		(221	)
Refinancing expense	—	(3	)	—		—		—		(3	)
Interest income	—	23		48		10		(78	)	3
Dividend income - cost investments	—	—		—		80		—		80
Other income (expense), net	—	—		(39	)	53		—		14
Earnings (loss) from continuing operations before tax	425	393		380		448		(1,179	)	467
Income tax (provision) benefit	2	32		(49	)	(35	)	9		(41	)
Earnings (loss) from continuing operations	427	425		331		413		(1,170	)	426
Earnings (loss) from operation of discontinued operations	—	—		3		(1	)	—		2
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		(1	)	—		—		(1	)
Earnings (loss) from discontinued operations	—	—		2		(1	)	—		1
Net earnings (loss)	427	425		333		412		(1,170	)	427
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	427	425		333		412		(1,170	)	427

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	1,101	1,096	731		546		(2,373	)	1,101
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1	1	1		—		(2	)	1
Foreign currency translation	20	20	(10	)	(8	)	(2	)	20
Gain (loss) on interest rate swaps	6	6	—		—		(6	)	6
Pension and postretirement benefits	58	58	56		2		(116	)	58
Total other comprehensive income (loss), net of tax	85	85	47		(6	)	(126	)	85
Total comprehensive income (loss), net of tax	1,186	1,181	778		540		(2,499	)	1,186
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	1,186	1,181	778		540		(2,499	)	1,186

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	372		369		463		173		(1,005	)	372
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	5		5		(12	)	1		6		5
Gain (loss) on interest rate swaps	7		7		(1	)	3		(9	)	7
Pension and postretirement benefits	(11	)	(11	)	(2	)	(11	)	24		(11	)
Total other comprehensive income (loss), net of tax	1		1		(15	)	(7	)	21		1
Total comprehensive income (loss), net of tax	373		370		448		166		(984	)	373
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	373		370		448		166		(984	)	373

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31, 2011
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	427		425		333		412	(1,170	)	427
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—	—		—
Foreign currency translation	(27	)	(27	)	(6	)	6	27		(27	)
Gain (loss) on interest rate swaps	27		27		1		1	(29	)	27
Pension and postretirement benefits	—		—		(2	)	2	—		—
Total other comprehensive income (loss), net of tax	—		—		(7	)	9	(2	)	—
Total comprehensive income (loss), net of tax	427		425		326		421	(1,172	)	427
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	427		425		326		421	(1,172	)	427

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET



	As of December 31, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	284	700	—		984
Trade receivables - third party and affiliates	—	—	131	877	(141	)	867
Non-trade receivables, net	33	482	2,166	586	(2,924	)	343
Inventories, net	—	—	243	622	(61	)	804
Deferred income taxes	—	—	74	58	(17	)	115
Marketable securities, at fair value	—	—	41	—	—		41
Other assets	—	5	15	24	(16	)	28
Total current assets	33	487	2,954	2,867	(3,159	)	3,182
Investments in affiliates	2,667	4,458	1,677	594	(8,555	)	841
Property, plant and equipment, net	—	—	969	2,456	—		3,425
Deferred income taxes	—	—	248	49	(8	)	289
Other assets	—	1,965	144	285	(2,053	)	341
Goodwill	—	—	305	493	—		798
Intangible assets, net	—	—	64	78	—		142
Total assets	2,700	6,910	6,361	6,822	(13,775	)	9,018
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	1,713	122	373	(2,031	)	177
Trade payables - third party and affiliates	—	—	312	628	(141	)	799
Other liabilities	1	28	441	513	(442	)	541
Deferred income taxes	—	17	—	10	(17	)	10
Income taxes payable	—	—	460	32	(474	)	18
Total current liabilities	1	1,758	1,335	1,556	(3,105	)	1,545
Noncurrent Liabilities
Long-term debt	—	2,468	825	1,646	(2,052	)	2,887
Deferred income taxes	—	8	—	225	(8	)	225
Uncertain tax positions	—	6	16	178	—		200
Benefit obligations	—	—	943	232	—		1,175
Other liabilities	—	3	91	202	(9	)	287
Total noncurrent liabilities	—	2,485	1,875	2,483	(2,069	)	4,774
Total Celanese Corporation stockholders’ equity	2,699	2,667	3,151	2,783	(8,601	)	2,699
Noncontrolling interests	—	—	—	—	—		—
Total equity	2,699	2,667	3,151	2,783	(8,601	)	2,699
Total liabilities and equity	2,700	6,910	6,361	6,822	(13,775	)	9,018

CELANESE CORPORATION AND SUBSIDIARIES

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

CONSOLIDATING STATEMENT OF CASH FLOWS



	Year Ended December 31, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	228		105		766		154		(491	)	762
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(249	)	(121	)	—		(370	)
Acquisitions, net of cash acquired	—		—		—		—		—		—
Proceeds from sale of businesses and assets, net	—		—		—		13		—		13
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(7	)	—		(7	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		(20	)	—		20		—
Intercompany loan receipts (disbursements)	—		5		(131	)	—		126		—
Other, net	—		—		(45	)	(13	)	—		(58	)
Net cash provided by (used in) investing activities	—		5		(445	)	(128	)	146		(422	)
Financing Activities
Short-term borrowings (repayments), net	—		131		(8	)	(3	)	(131	)	(11	)
Proceeds from short-term borrowings	—		—		—		177		—		177
Repayments of short-term borrowings	—		—		—		(123	)	—		(123	)
Proceeds from long-term debt	—		24		50		—		—		74
Repayments of long-term debt	—		(34	)	(121	)	(48	)	5		(198	)
Refinancing costs	—		(2	)	—		—		—		(2	)
Purchases of treasury stock, including related fees	(164	)	—		—		—		—		(164	)
Dividends to parent	—		(229	)	(229	)	(33	)	491		—
Contributions from parent	—		—		—		20		(20	)	—
Stock option exercises	9		—		—		—		—		9
Series A common stock dividends	(83	)	—		—		—		—		(83	)
Return of capital to parent	—		—		—		—		—		—
Other, net	—		—		(4	)	(1	)	—		(5	)
Net cash provided by (used in) financing activities	(238	)	(110	)	(312	)	(11	)	345		(326	)
Exchange rate effects on cash and cash equivalents	—		—		—		11		—		11
Net increase (decrease) in cash and cash equivalents	(10	)	—		9		26		—		25
Cash and cash equivalents as of beginning of period	10		—		275		674		—		959
Cash and cash equivalents as of end of period	—		—		284		700		—		984

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS



	Year Ended December 31, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	7		(100	)	396		489		(70	)	722
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(170	)	(191	)	—		(361	)
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	—		—		—		(49	)	—		(49	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		(3	)	—		3		—
Intercompany loan receipts (disbursements)	—		5		(53	)	—		48		—
Other, net	—		—		(9	)	(59	)	—		(68	)
Net cash provided by (used in) investing activities	—		5		(257	)	(299	)	51		(500	)
Financing Activities
Short-term borrowings (repayments), net	—		53		5		(3	)	(53	)	2
Proceeds from short-term borrowings	—		—		—		71		—		71
Repayments of short-term borrowings	—		—		—		(71	)	—		(71	)
Proceeds from long-term debt	—		500		50		—		—		550
Repayments of long-term debt	—		(414	)	(10	)	(70	)	5		(489	)
Refinancing costs	—		(9	)	—		—		—		(9	)
Purchases of treasury stock, including related fees	(45	)	—		—		—		—		(45	)
Dividends to parent	—		(35	)	(35	)	—		70		—
Contributions from parent	—		—		—		3		(3	)	—
Stock option exercises	62		—		—		—		—		62
Series A common stock dividends	(43	)	—		—		—		—		(43	)
Return of capital to parent	—		—		—		—		—		—
Other, net	29		—		(7	)	(1	)	—		21
Net cash provided by (used in) financing activities	3		95		3		(71	)	19		49
Exchange rate effects on cash and cash equivalents	—		—		—		6		—		6
Net increase (decrease) in cash and cash equivalents	10		—		142		125		—		277
Cash and cash equivalents as of beginning of period	—		—		133		549		—		682
Cash and cash equivalents as of end of period	10		—		275		674		—		959

CELANESE CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS



	Year Ended December 31, 2011
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	41		(127	)	446		368		(90	)	638
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(145	)	(204	)	—		(349	)
Acquisitions, net of cash acquired	—		—		(8	)	—		—		(8	)
Proceeds from sale of businesses and assets, net	—		—		1		5		—		6
Deferred proceeds from Kelsterbach plant relocation	—		—		—		159		—		159
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(204	)	—		(204	)
Return of capital from subsidiary	—		100		—		—		(100	)	—
Contributions to subsidiary	—		(100	)	—		—		100		—
Intercompany loan receipts (disbursements)	—		5		(307	)	—		302		—
Other, net	—		—		(15	)	(30	)	—		(45	)
Net cash provided by (used in) investing activities	—		5		(474	)	(274	)	302		(441	)
Financing Activities
Short-term borrowings (repayments), net	—		307		(5	)	(8	)	(307	)	(13	)
Proceeds from short-term borrowings	—		—		—		70		—		70
Repayments of short-term borrowings	—		—		—		(73	)	—		(73	)
Proceeds from long-term debt	—		400		—		11		—		411
Repayments of long-term debt	—		(532	)	(9	)	(55	)	5		(591	)
Refinancing costs	—		(8	)	—		—		—		(8	)
Purchases of treasury stock, including related fees	(31	)	—		—		—		—		(31	)
Dividends to parent	—		(45	)	(45	)	—		90		—
Contributions from parent	—		—		100		—		(100	)	—
Stock option exercises	20		—		—		—		—		20
Series A common stock dividends	(34	)	—		—		—		—		(34	)
Return of capital to parent	—		—		—		(100	)	100		—
Other, net	4		—		(8	)	—		—		(4	)
Net cash provided by (used in) financing activities	(41	)	122		33		(155	)	(212	)	(253	)
Exchange rate effects on cash and cash equivalents	—		—		—		(2	)	—		(2	)
Net increase (decrease) in cash and cash equivalents	—		—		5		(63	)	—		(58	)
Cash and cash equivalents as of beginning of period	—		—		128		612		—		740
Cash and cash equivalents as of end of period	—		—		133		549		—		682