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 10). 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 unaudited interim consolidating statements of cash flows for the nine months ended September 30, 2017 and 2016 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, 2017
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		527		1,314		(275	)	1,566
Cost of sales	—	—		(405	)	(1,042	)	266		(1,181	)
Gross profit	—	—		122		272		(9	)	385
Selling, general and administrative expenses	—	—		(36	)	(76	)	—		(112	)
Amortization of intangible assets	—	—		(1	)	(4	)	—		(5	)
Research and development expenses	—	—		(9	)	(10	)	—		(19	)
Other (charges) gains, net	—	—		—		—		—		—
Foreign exchange gain (loss), net	—	—		—		4		—		4
Gain (loss) on disposition of businesses and assets, net	—	—		(2	)	1		—		(1	)
Operating profit (loss)	—	—		74		187		(9	)	252
Equity in net earnings (loss) of affiliates	226	233		175		45		(629	)	50
Interest expense	—	(5	)	(28	)	(8	)	9		(32	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	7		1		2		(9	)	1
Dividend income - cost investments	—	—		—		26		(2	)	24
Other income (expense), net	—	(2	)	—		(4	)	—		(6	)
Earnings (loss) from continuing operations before tax	226	233		222		248		(640	)	289
Income tax (provision) benefit	—	(7	)	(68	)	17		1		(57	)
Earnings (loss) from continuing operations	226	226		154		265		(639	)	232
Earnings (loss) from operation of discontinued operations	—	—		—		(5	)	—		(5	)
Income tax (provision) benefit from discontinued operations	—	—		—		1		—		1
Earnings (loss) from discontinued operations	—	—		—		(4	)	—		(4	)
Net earnings (loss)	226	226		154		261		(639	)	228
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(2	)	—		(2	)
Net earnings (loss) attributable to Celanese Corporation	226	226		154		259		(639	)	226

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Three Months Ended September 30, 2016
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		544		1,052		(273	)	1,323
Cost of sales	—	—		(414	)	(824	)	270		(968	)
Gross profit	—	—		130		228		(3	)	355
Selling, general and administrative expenses	—	—		(19	)	(62	)	—		(81	)
Amortization of intangible assets	—	—		(1	)	(2	)	—		(3	)
Research and development expenses	—	—		(8	)	(12	)	—		(20	)
Other (charges) gains, net	—	—		—		(3	)	—		(3	)
Foreign exchange gain (loss), net	—	—		—		(1	)	—		(1	)
Gain (loss) on disposition of businesses and assets, net	—	—		(3	)	2		—		(1	)
Operating profit (loss)	—	—		99		150		(3	)	246
Equity in net earnings (loss) of affiliates	262	250		169		36		(676	)	41
Interest expense	—	(5	)	(20	)	(7	)	4		(28	)
Refinancing expense	—	(4	)	—		—		—		(4	)
Interest income	—	3		—		1		(4	)	—
Dividend income - cost investments	—	—		—		26		—		26
Other income (expense), net	—	—		1		(1	)	—		—
Earnings (loss) from continuing operations before tax	262	244		249		205		(679	)	281
Income tax (provision) benefit	—	18		(23	)	(11	)	1		(15	)
Earnings (loss) from continuing operations	262	262		226		194		(678	)	266
Earnings (loss) from operation of discontinued operations	—	—		(2	)	(2	)	—		(4	)
Income tax (provision) benefit from discontinued operations	—	—		—		1		—		1
Earnings (loss) from discontinued operations	—	—		(2	)	(1	)	—		(3	)
Net earnings (loss)	262	262		224		193		(678	)	263
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(1	)	—		(1	)
Net earnings (loss) attributable to Celanese Corporation	262	262		224		192		(678	)	262

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Nine Months Ended September 30, 2017
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,679		3,713		(845	)	4,547
Cost of sales	—	—		(1,305	)	(2,974	)	836		(3,443	)
Gross profit	—	—		374		739		(9	)	1,104
Selling, general and administrative expenses	—	—		(78	)	(213	)	—		(291	)
Amortization of intangible assets	—	—		(3	)	(11	)	—		(14	)
Research and development expenses	—	—		(23	)	(30	)	—		(53	)
Other (charges) gains, net	—	—		(7	)	(51	)	—		(58	)
Foreign exchange gain (loss), net	—	—		—		—		—		—
Gain (loss) on disposition of businesses and assets, net	—	—		(6	)	2		—		(4	)
Operating profit (loss)	—	—		257		436		(9	)	684
Equity in net earnings (loss) of affiliates	640	640		439		122		(1,706	)	135
Interest expense	—	(17	)	(75	)	(23	)	24		(91	)
Refinancing expense	—	—		—		—		—		—
Interest income	—	19		3		4		(24	)	2
Dividend income - cost investments	—	—		—		85		(3	)	82
Other income (expense), net	—	(3	)	1		—		—		(2	)
Earnings (loss) from continuing operations before tax	640	639		625		624		(1,718	)	810
Income tax (provision) benefit	—	1		(139	)	(16	)	1		(153	)
Earnings (loss) from continuing operations	640	640		486		608		(1,717	)	657
Earnings (loss) from operation of discontinued operations	—	—		—		(14	)	—		(14	)
Income tax (provision) benefit from discontinued operations	—	—		—		2		—		2
Earnings (loss) from discontinued operations	—	—		—		(12	)	—		(12	)
Net earnings (loss)	640	640		486		596		(1,717	)	645
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(5	)	—		(5	)
Net earnings (loss) attributable to Celanese Corporation	640	640		486		591		(1,717	)	640

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Nine Months Ended September 30, 2016
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,663		3,264		(849	)	4,078
Cost of sales	—	—		(1,270	)	(2,580	)	855		(2,995	)
Gross profit	—	—		393		684		6		1,083
Selling, general and administrative expenses	—	—		(41	)	(191	)	—		(232	)
Amortization of intangible assets	—	—		(3	)	(4	)	—		(7	)
Research and development expenses	—	—		(24	)	(34	)	—		(58	)
Other (charges) gains, net	—	—		(1	)	(11	)	—		(12	)
Foreign exchange gain (loss), net	—	—		—		1		—		1
Gain (loss) on disposition of businesses and assets, net	—	—		(6	)	7		—		1
Operating profit (loss)	—	—		318		452		6		776
Equity in net earnings (loss) of affiliates	740	742		472		107		(1,947	)	114
Interest expense	—	(11	)	(71	)	(21	)	12		(91	)
Refinancing expense	—	(4	)	(2	)	—		—		(6	)
Interest income	—	7		2		4		(12	)	1
Dividend income - cost investments	—	—		—		82		—		82
Other income (expense), net	—	(1	)	1		(2	)	—		(2	)
Earnings (loss) from continuing operations before tax	740	733		720		622		(1,941	)	874
Income tax (provision) benefit	—	7		(63	)	(70	)	(1	)	(127	)
Earnings (loss) from continuing operations	740	740		657		552		(1,942	)	747
Earnings (loss) from operation of discontinued operations	—	—		(2	)	(1	)	—		(3	)
Income tax (provision) benefit from discontinued operations	—	—		—		1		—		1
Earnings (loss) from discontinued operations	—	—		(2	)	—		—		(2	)
Net earnings (loss)	740	740		655		552		(1,942	)	745
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(5	)	—		(5	)
Net earnings (loss) attributable to Celanese Corporation	740	740		655		547		(1,942	)	740

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended September 30, 2017
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	226		226		154		261		(639	)	228
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	42		42		65		74		(181	)	42
Gain (loss) on cash flow hedges	—		—		—		—		—		—
Pension and postretirement benefits	(1	)	(1	)	(1	)	—		2		(1	)
Total other comprehensive income (loss), net of tax	41		41		64		74		(179	)	41
Total comprehensive income (loss), net of tax	267		267		218		335		(818	)	269
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(2	)	—		(2	)
Comprehensive income (loss) attributable to Celanese Corporation	267		267		218		333		(818	)	267



	Three Months Ended September 30, 2016
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	262		262		224		193		(678	)	263
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	(1	)	(1	)	—		(1	)	2		(1	)
Foreign currency translation	(8	)	(8	)	(8	)	(4	)	20		(8	)
Gain (loss) on cash flow hedges	—		—		—		—		—		—
Pension and postretirement benefits	—		—		—		—		—		—
Total other comprehensive income (loss), net of tax	(9	)	(9	)	(8	)	(5	)	22		(9	)
Total comprehensive income (loss), net of tax	253		253		216		188		(656	)	254
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(1	)	—		(1	)
Comprehensive income (loss) attributable to Celanese Corporation	253		253		216		187		(656	)	253

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Nine Months Ended September 30, 2017
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	640		640		486		596		(1,717	)	645
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1		1		1		1		(3	)	1
Foreign currency translation	148		148		191		232		(571	)	148
Gain (loss) on cash flow hedges	(1	)	(1	)	(1	)	(1	)	3		(1	)
Pension and postretirement benefits	4		4		3		6		(13	)	4
Total other comprehensive income (loss), net of tax	152		152		194		238		(584	)	152
Total comprehensive income (loss), net of tax	792		792		680		834		(2,301	)	797
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(5	)	—		(5	)
Comprehensive income (loss) attributable to Celanese Corporation	792		792		680		829		(2,301	)	792



	Nine Months Ended September 30, 2016
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	740		740		655		552		(1,942	)	745
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—
Foreign currency translation	38		38		28		54		(120	)	38
Gain (loss) on cash flow hedges	1		1		1		1		(3	)	1
Pension and postretirement benefits	(1	)	(1	)	(1	)	1		1		(1	)
Total other comprehensive income (loss), net of tax	38		38		28		56		(122	)	38
Total comprehensive income (loss), net of tax	778		778		683		608		(2,064	)	783
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(5	)	—		(5	)
Comprehensive income (loss) attributable to Celanese Corporation	778		778		683		603		(2,064	)	778

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of September 30, 2017
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	5	70	386	—		461
Trade receivables - third party and affiliates	—	—	134	1,004	(149	)	989
Non-trade receivables, net	40	513	230	412	(935	)	260
Inventories, net	—	—	246	616	(53	)	809
Marketable securities, at fair value	—	—	31	—	—		31
Other assets	—	51	14	104	(106	)	63
Total current assets	40	569	725	2,522	(1,243	)	2,613
Investments in affiliates	2,675	4,317	3,977	826	(10,857	)	938
Property, plant and equipment, net	—	—	1,106	2,600	—		3,706
Deferred income taxes	—	2	103	98	(2	)	201
Other assets	—	878	120	169	(861	)	306
Goodwill	—	—	314	681	—		995
Intangible assets, net	—	—	49	254	—		303
Total assets	2,715	5,766	6,394	7,150	(12,963	)	9,062
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	245	138	307	(255	)	435
Trade payables - third party and affiliates	—	—	261	583	(149	)	695
Other liabilities	—	82	241	285	(265	)	343
Income taxes payable	—	—	574	24	(521	)	77
Total current liabilities	—	327	1,214	1,199	(1,190	)	1,550
Noncurrent Liabilities
Long-term debt	—	2,764	899	159	(868	)	2,954
Deferred income taxes	—	—	16	181	(2	)	195
Uncertain tax positions	—	—	7	148	(2	)	153
Benefit obligations	—	—	558	287	—		845
Other liabilities	—	—	58	172	—		230
Total noncurrent liabilities	—	2,764	1,538	947	(872	)	4,377
Total Celanese Corporation stockholders' equity	2,715	2,675	3,642	4,584	(10,901	)	2,715
Noncontrolling interests	—	—	—	420	—		420
Total equity	2,715	2,675	3,642	5,004	(10,901	)	3,135
Total liabilities and equity	2,715	5,766	6,394	7,150	(12,963	)	9,062

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of December 31, 2016
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	51	587	—		638
Trade receivables - third party and affiliates	—	—	107	819	(125	)	801
Non-trade receivables, net	40	499	249	308	(873	)	223
Inventories, net	—	—	239	526	(45	)	720
Marketable securities, at fair value	—	—	30	—	—		30
Other assets	—	42	25	76	(83	)	60
Total current assets	40	541	701	2,316	(1,126	)	2,472
Investments in affiliates	2,548	4,029	3,655	752	(10,132	)	852
Property, plant and equipment, net	—	—	1,049	2,528	—		3,577
Deferred income taxes	—	—	91	86	(18	)	159
Other assets	—	705	133	156	(687	)	307
Goodwill	—	—	314	482	—		796
Intangible assets, net	—	—	48	146	—		194
Total assets	2,588	5,275	5,991	6,466	(11,963	)	8,357
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	6	133	250	(271	)	118
Trade payables - third party and affiliates	—	—	226	524	(125	)	625
Other liabilities	—	58	167	262	(165	)	322
Income taxes payable	—	—	454	75	(517	)	12
Total current liabilities	—	64	980	1,111	(1,078	)	1,077
Noncurrent Liabilities
Long-term debt	—	2,647	727	210	(694	)	2,890
Deferred income taxes	—	16	—	132	(18	)	130
Uncertain tax positions	—	—	3	130	(2	)	131
Benefit obligations	—	—	636	257	—		893
Other liabilities	—	—	74	142	(1	)	215
Total noncurrent liabilities	—	2,663	1,440	871	(715	)	4,259
Total Celanese Corporation stockholders' equity	2,588	2,548	3,571	4,051	(10,170	)	2,588
Noncontrolling interests	—	—	—	433	—		433
Total equity	2,588	2,548	3,571	4,484	(10,170	)	3,021
Total liabilities and equity	2,588	5,275	5,991	6,466	(11,963	)	8,357

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Nine Months Ended September 30, 2017
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	677		623		571		403		(1,529	)	745
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(122	)	(58	)	—		(180	)
Acquisitions, net of cash acquired	—		(11	)	(12	)	(265	)	19		(269	)
Proceeds from sale of businesses and assets, net	—		—		—		20		(19	)	1
Return of capital from subsidiary	—		—		18		—		(18	)	—
Contributions to subsidiary	—		—		—		—		—		—
Intercompany loan receipts (disbursements)	—		(174	)	(25	)	—		199		—
Other, net	—		—		(1	)	(8	)	—		(9	)
Net cash provided by (used in) investing activities	—		(185	)	(142	)	(311	)	181		(457	)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	—		245		5		(1	)	(25	)	224
Proceeds from short-term borrowings	—		—		—		150		—		150
Repayments of short-term borrowings	—		—		—		(91	)	—		(91	)
Proceeds from long-term debt	—		—		174		—		(174	)	—
Repayments of long-term debt	—		—		(1	)	(64	)	—		(65	)
Purchases of treasury stock, including related fees	(500	)	—		—		—		—		(500	)
Dividends to parent	—		(678	)	(571	)	(280	)	1,529		—
Contributions from parent	—		—		—		—		—		—
Stock option exercises	1		—		—		—		—		1
Series A common stock dividends	(178	)	—		—		—		—		(178	)
Return of capital to parent	—		—		—		(18	)	18		—
(Distributions to) contributions from noncontrolling interests	—		—		—		(18	)	—		(18	)
Other, net	—		—		(17	)	(2	)	—		(19	)
Net cash provided by (used in) financing activities	(677	)	(433	)	(410	)	(324	)	1,348		(496	)
Exchange rate effects on cash and cash equivalents	—		—		—		31		—		31
Net increase (decrease) in cash and cash equivalents	—		5		19		(201	)	—		(177	)
Cash and cash equivalents as of beginning of period	—		—		51		587		—		638
Cash and cash equivalents as of end of period	—		5		70		386		—		461

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Nine Months Ended September 30, 2016
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	447		437		299		602		(845	)	940
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(100	)	(86	)	—		(186	)
Acquisitions, net of cash acquired	—		—		—		—		—		—
Proceeds from sale of businesses and assets, net	—		—		1		7		—		8
Return of capital from subsidiary	—		145		750		—		(895	)	—
Contributions to subsidiary	—		—		—		—		—		—
Intercompany loan receipts (disbursements)	—		(283	)	(9	)	90		202		—
Other, net	—		—		(9	)	(5	)	—		(14	)
Net cash provided by (used in) investing activities	—		(138	)	633		6		(693	)	(192	)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	—		(344	)	6		—		(9	)	(347	)
Proceeds from short-term borrowings	—		—		—		39		—		39
Repayments of short-term borrowings	—		—		—		(76	)	—		(76	)
Proceeds from long-term debt	—		1,589		746		—		(826	)	1,509
Repayments of long-term debt	—		(1,082	)	(635	)	(11	)	633		(1,095	)
Purchases of treasury stock, including related fees	(300	)	—		—		—		—		(300	)
Dividends to parent	—		(447	)	(398	)	—		845		—
Contributions from parent	—		—		—		—		—		—
Stock option exercises	3		—		—		—		—		3
Series A common stock dividends	(150	)	—		—		—		—		(150	)
Return of capital to parent	—		—		—		(895	)	895		—
(Distributions to) contributions from noncontrolling interests	—		—		—		(15	)	—		(15	)
Other, net	—		(13	)	(20	)	(2	)	—		(35	)
Net cash provided by (used in) financing activities	(447	)	(297	)	(301	)	(960	)	1,538		(467	)
Exchange rate effects on cash and cash equivalents	—		—		—		4		—		4
Net increase (decrease) in cash and cash equivalents	—		2		631		(348	)	—		285
Cash and cash equivalents as of beginning of period	—		—		21		946		—		967
Cash and cash equivalents as of end of period	—		2		652		598		—		1,252