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 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 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 for the nine months ended September 30, 2014 and 2013 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, 2014
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		749		1,340		(320	)	1,769
Cost of sales	—	—		(492	)	(1,133	)	292		(1,333	)
Gross profit	—	—		257		207		(28	)	436
Selling, general and administrative expenses	—	—		(18	)	(100	)	—		(118	)
Amortization of intangible assets	—	—		(1	)	(4	)	—		(5	)
Research and development expenses	—	—		(12	)	(10	)	—		(22	)
Other (charges) gains, net	—	—		21		(1	)	—		20
Foreign exchange gain (loss), net	—	—		—		1		—		1
Gain (loss) on disposition of businesses and assets, net	—	—		(3	)	1		—		(2	)
Operating profit (loss)	—	—		244		94		(28	)	310
Equity in net earnings (loss) of affiliates	252	291		49		40		(580	)	52
Interest expense	—	(52	)	(6	)	(20	)	37		(41	)
Refinancing expense	—	(4	)	—		—		—		(4	)
Interest income	—	18		18		4		(37	)	3
Dividend income - cost investments	—	—		—		29		—		29
Other income (expense), net	—	—		—		(2	)	—		(2	)
Earnings (loss) from continuing operations before tax	252	253		305		145		(608	)	347
Income tax (provision) benefit	1	(1	)	(82	)	(16	)	8		(90	)
Earnings (loss) from continuing operations	253	252		223		129		(600	)	257
Earnings (loss) from operation of discontinued operations	—	—		(7	)	—		—		(7	)
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		2		—		—		2
Earnings (loss) from discontinued operations	—	—		(5	)	—		—		(5	)
Net earnings (loss)	253	252		218		129		(600	)	252
Net (earnings) loss attributable to noncontrolling interests	—	—		—		1		—		1
Net earnings (loss) attributable to Celanese Corporation	253	252		218		130		(600	)	253

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Three Months Ended September 30, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		709		1,250		(323	)	1,636
Cost of sales	—	—		(477	)	(1,136	)	323		(1,290	)
Gross profit	—	—		232		114		—		346
Selling, general and administrative expenses	—	—		(18	)	(79	)	—		(97	)
Amortization of intangible assets	—	—		(2	)	(4	)	—		(6	)
Research and development expenses	—	—		(17	)	(7	)	—		(24	)
Other (charges) gains, net	—	—		(1	)	(3	)	—		(4	)
Foreign exchange gain (loss), net	—	—		—		(2	)	—		(2	)
Gain (loss) on disposition of businesses and assets, net	—	—		—		(2	)	—		(2	)
Operating profit (loss)	—	—		194		17		—		211
Equity in net earnings (loss) of affiliates	172	200		35		30		(396	)	41
Interest expense	—	(48	)	(8	)	(19	)	32		(43	)
Refinancing expense	—	(1	)	—		—		—		(1	)
Interest income	—	14		17		1		(32	)	—
Dividend income - cost investments	—	—		—		22		—		22
Other income (expense), net	—	—		—		(2	)	—		(2	)
Earnings (loss) from continuing operations before tax	172	165		238		49		(396	)	228
Income tax (provision) benefit	—	7		(63	)	(1	)	—		(57	)
Earnings (loss) from continuing operations	172	172		175		48		(396	)	171
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)	172	172		176		48		(396	)	172
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	172	172		176		48		(396	)	172

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Nine Months Ended September 30, 2014
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,135		3,997		(889	)	5,243
Cost of sales	—	—		(1,454	)	(3,433	)	866		(4,021	)
Gross profit	—	—		681		564		(23	)	1,222
Selling, general and administrative expenses	—	—		(45	)	(296	)	—		(341	)
Amortization of intangible assets	—	—		(5	)	(11	)	—		(16	)
Research and development expenses	—	—		(38	)	(30	)	—		(68	)
Other (charges) gains, net	—	—		21		—		—		21
Foreign exchange gain (loss), net	—	—		—		(1	)	—		(1	)
Gain (loss) on disposition of businesses and assets, net	—	—		(8	)	3		—		(5	)
Operating profit (loss)	—	—		606		229		(23	)	812
Equity in net earnings (loss) of affiliates	706	801		127		165		(1,606	)	193
Interest expense	—	(147	)	(18	)	(60	)	105		(120	)
Refinancing expense	—	(4	)	—		—		—		(4	)
Interest income	—	49		53		8		(105	)	5
Dividend income - cost investments	—	—		—		87		—		87
Other income (expense), net	—	—		4		(5	)	—		(1	)
Earnings (loss) from continuing operations before tax	706	699		772		424		(1,629	)	972
Income tax (provision) benefit	2	7		(204	)	(73	)	6		(262	)
Earnings (loss) from continuing operations	708	706		568		351		(1,623	)	710
Earnings (loss) from operation of discontinued operations	—	—		(8	)	—		—		(8	)
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		3		—		—		3
Earnings (loss) from discontinued operations	—	—		(5	)	—		—		(5	)
Net earnings (loss)	708	706		563		351		(1,623	)	705
Net (earnings) loss attributable to noncontrolling interests	—	—		—		3		—		3
Net earnings (loss) attributable to Celanese Corporation	708	706		563		354		(1,623	)	708

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Nine Months Ended September 30, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		2,121		3,699		(926	)	4,894
Cost of sales	—	—		(1,455	)	(3,369	)	928		(3,896	)
Gross profit	—	—		666		330		2		998
Selling, general and administrative expenses	—	—		(65	)	(251	)	—		(316	)
Amortization of intangible assets	—	—		(9	)	(17	)	—		(26	)
Research and development expenses	—	—		(48	)	(25	)	—		(73	)
Other (charges) gains, net	—	—		3		(10	)	(4	)	(11	)
Foreign exchange gain (loss), net	—	—		—		(5	)	—		(5	)
Gain (loss) on disposition of businesses and assets, net	—	—		—		(3	)	—		(3	)
Operating profit (loss)	—	—		547		19		(2	)	564
Equity in net earnings (loss) of affiliates	443	528		117		124		(1,062	)	150
Interest expense	—	(144	)	(27	)	(51	)	92		(130	)
Refinancing expense	—	(1	)	—		—		—		(1	)
Interest income	—	41		48		4		(92	)	1
Dividend income - cost investments	—	—		—		69		—		69
Other income (expense), net	—	—		—		1		—		1
Earnings (loss) from continuing operations before tax	443	424		685		166		(1,064	)	654
Income tax (provision) benefit	4	19		(176	)	(56	)	—		(209	)
Earnings (loss) from continuing operations	447	443		509		110		(1,064	)	445
Earnings (loss) from operation of discontinued operations	—	—		3		—		—		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)	447	443		511		110		(1,064	)	447
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	447	443		511		110		(1,064	)	447

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended September 30, 2014
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	253		252		218		129		(600	)	252
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	(124	)	(124	)	(4	)	(16	)	144		(124	)
Gain (loss) from cash flow hedges	(5	)	(5	)	—		(6	)	11		(5	)
Pension and postretirement benefits	(8	)	(8	)	(8	)	—		16		(8	)
Total other comprehensive income (loss), net of tax	(137	)	(137	)	(12	)	(22	)	171		(137	)
Total comprehensive income (loss), net of tax	116		115		206		107		(429	)	115
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		1		—		1
Comprehensive income (loss) attributable to Celanese Corporation	116		115		206		108		(429	)	116



	Three Months Ended September 30, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	172	172	176	48		(396	)	172
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1	1	1	—		(2	)	1
Foreign currency translation	42	42	1	(4	)	(39	)	42
Gain (loss) from cash flow hedges	1	1	1	—		(2	)	1
Pension and postretirement benefits	—	—	—	—		—		—
Total other comprehensive income (loss), net of tax	44	44	3	(4	)	(43	)	44
Total comprehensive income (loss), net of tax	216	216	179	44		(439	)	216
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—	—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	216	216	179	44		(439	)	216

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Nine Months Ended September 30, 2014
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	708		706		563		351		(1,623	)	705
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	(141	)	(141	)	3		(30	)	168		(141	)
Gain (loss) from cash flow hedges	(11	)	(11	)	—		(9	)	20		(11	)
Pension and postretirement benefits	(34	)	(34	)	(34	)	—		68		(34	)
Total other comprehensive income (loss), net of tax	(186	)	(186	)	(31	)	(39	)	256		(186	)
Total comprehensive income (loss), net of tax	522		520		532		312		(1,367	)	519
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		3		—		3
Comprehensive income (loss) attributable to Celanese Corporation	522		520		532		315		(1,367	)	522



	Nine Months Ended September 30, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	447	443	511	110		(1,064	)	447
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1	1	1	—		(2	)	1
Foreign currency translation	37	37	4	(2	)	(39	)	37
Gain (loss) from cash flow hedges	4	4	—	—		(4	)	4
Pension and postretirement benefits	—	—	—	—		—		—
Total other comprehensive income (loss), net of tax	42	42	5	(2	)	(45	)	42
Total comprehensive income (loss), net of tax	489	485	516	108		(1,109	)	489
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—	—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	489	485	516	108		(1,109	)	489

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of September 30, 2014
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	824	686	—		1,510
Trade receivables - third party and affiliates	—	—	147	1,043	(174	)	1,016
Non-trade receivables, net	35	1,113	2,215	490	(3,653	)	200
Inventories, net	—	—	251	604	(84	)	771
Deferred income taxes	—	—	75	53	(17	)	111
Marketable securities, at fair value	—	—	36	—	—		36
Other assets	—	—	19	43	(19	)	43
Total current assets	35	1,113	3,567	2,919	(3,947	)	3,687
Investments in affiliates	2,910	4,664	1,987	592	(9,296	)	857
Property, plant and equipment, net	—	—	998	2,620	—		3,618
Deferred income taxes	—	—	270	27	(1	)	296
Other assets	—	1,915	145	314	(2,009	)	365
Goodwill	—	—	305	451	—		756
Intangible assets, net	—	—	68	63	—		131
Total assets	2,945	7,692	7,340	6,986	(15,253	)	9,710
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	2,429	827	356	(2,847	)	765
Trade payables - third party and affiliates	—	2	399	589	(174	)	816
Other liabilities	1	62	324	445	(349	)	483
Deferred income taxes	—	17	—	10	(17	)	10
Income taxes payable	—	—	552	52	(489	)	115
Total current liabilities	1	2,510	2,102	1,452	(3,876	)	2,189
Noncurrent Liabilities
Long-term debt	—	2,217	830	1,539	(1,947	)	2,639
Deferred income taxes	—	9	11	206	(1	)	225
Uncertain tax positions	—	6	8	136	—		150
Benefit obligations	—	—	870	207	—		1,077
Other liabilities	—	40	115	209	(69	)	295
Total noncurrent liabilities	—	2,272	1,834	2,297	(2,017	)	4,386
Total Celanese Corporation stockholders' equity	2,944	2,910	3,404	3,046	(9,360	)	2,944
Noncontrolling interests	—	—	—	191	—		191
Total equity	2,944	2,910	3,404	3,237	(9,360	)	3,135
Total liabilities and equity	2,945	7,692	7,340	6,986	(15,253	)	9,710

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED 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

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Nine Months Ended September 30, 2014
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	303		444		573		304		(828	)	796
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(142	)	(47	)	—		(189	)
Acquisitions, net of cash acquired	—		—		—		—		—		—
Proceeds from sale of businesses and assets, net	—		—		—		—		—		—
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Fairway Methanol LLC	—		—		(39	)	(236	)	—		(275	)
Return of capital from subsidiary	—		28		51		—		(79	)	—
Contributions to subsidiary	—		—		(143	)	—		143		—
Intercompany loan receipts (disbursements)	—		4		543		—		(547	)	—
Other, net	—		—		(8	)	(5	)	—		(13	)
Net cash provided by (used in) investing activities	—		32		262		(288	)	(483	)	(477	)
Financing Activities
Short-term borrowings (repayments), net	—		(543	)	13		(1	)	543		12
Proceeds from short-term borrowings	—		—		—		47		—		47
Repayments of short-term borrowings	—		—		—		(70	)	—		(70	)
Proceeds from long-term debt	—		387		—		—		—		387
Repayments of long-term debt	—		(7	)	(4	)	(12	)	4		(19	)
Purchases of treasury stock, including related fees	(201	)	—		—		—		—		(201	)
Dividends to parent	—		(303	)	(303	)	(222	)	828		—
Contributions from parent	—		—		—		143		(143	)	—
Stock option exercises	4		—		—		—		—		4
Series A common stock dividends	(106	)	—		—		—		—		(106	)
Return of capital to parent	—		—		—		(79	)	79		—
Contribution from noncontrolling interest	—		—		—		194		—		194
Other, net	—		(10	)	(1	)	—		—		(11	)
Net cash provided by (used in) financing activities	(303	)	(476	)	(295	)	—		1,311		237
Exchange rate effects on cash and cash equivalents	—		—		—		(30	)	—		(30	)
Net increase (decrease) in cash and cash equivalents	—		—		540		(14	)	—		526
Cash and cash equivalents as of beginning of period	—		—		284		700		—		984
Cash and cash equivalents as of end of period	—		—		824		686		—		1,510

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Nine Months Ended September 30, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	144		58		650		44		(288	)	608
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(112	)	(87	)	—		(199	)
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	—		—		—		(6	)	—		(6	)
Capital expenditures related to Fairway Methanol LLC	—		—		(60	)	—		—		(60	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		(20	)	—		20		—
Intercompany loan receipts (disbursements)	—		4		(92	)	—		88		—
Other, net	—		—		(26	)	(12	)	—		(38	)
Net cash provided by (used in) investing activities	—		4		(310	)	(92	)	108		(290	)
Financing Activities
Short-term borrowings (repayments), net	—		92		(4	)	(8	)	(92	)	(12	)
Proceeds from short-term borrowings	—		—		—		154		—		154
Repayments of short-term borrowings	—		—		—		(51	)	—		(51	)
Proceeds from long-term debt	—		24		50		—		—		74
Repayments of long-term debt	—		(32	)	(119	)	(45	)	4		(192	)
Purchases of treasury stock, including related fees	(102	)	—		—		—		—		(102	)
Dividends to parent	—		(144	)	(144	)	—		288		—
Contributions from parent	—		—		—		20		(20	)	—
Stock option exercises	3		—		—		—		—		3
Series A common stock dividends	(55	)	—		—		—		—		(55	)
Return of capital to parent	—		—		—		—		—		—
Contribution from noncontrolling interest	—		—		—		—		—		—
Other, net	—		(2	)	—		—		—		(2	)
Net cash provided by (used in) financing activities	(154	)	(62	)	(217	)	70		180		(183	)
Exchange rate effects on cash and cash equivalents	—		—		—		6		—		6
Net increase (decrease) in cash and cash equivalents	(10	)	—		123		28		—		141
Cash and cash equivalents as of beginning of period	10		—		275		674		—		959
Cash and cash equivalents as of end of period	—		—		398		702		—		1,100