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 six months ended June 30, 2018 and 2017 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 June 30, 2018
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		586		1,566		(308	)	1,844
Cost of sales	—	—		(457	)	(1,171	)	305		(1,323	)
Gross profit	—	—		129		395		(3	)	521
Selling, general and administrative expenses	—	—		(51	)	(85	)	—		(136	)
Amortization of intangible assets	—	—		(1	)	(6	)	—		(7	)
Research and development expenses	—	—		(7	)	(11	)	—		(18	)
Other (charges) gains, net	—	—		—		(3	)	—		(3	)
Foreign exchange gain (loss), net	—	—		—		3		—		3
Gain (loss) on disposition of businesses and assets, net	—	—		(3	)	1		—		(2	)
Operating profit (loss)	—	—		67		294		(3	)	358
Equity in net earnings (loss) of affiliates	344	341		312		53		(994	)	56
Non-operating pension and other postretirement employee benefit (expense) income	—	—		24		2		—		26
Interest expense	—	(5	)	(31	)	(8	)	12		(32	)
Interest income	—	10		2		2		(14	)	—
Dividend income - cost investments	—	—		—		32		2		34
Other income (expense), net	—	(1	)	—		1		—		—
Earnings (loss) from continuing operations before tax	344	345		374		376		(997	)	442
Income tax (provision) benefit	—	(1	)	(69	)	(28	)	1		(97	)
Earnings (loss) from continuing operations	344	344		305		348		(996	)	345
Earnings (loss) from operation of discontinued operations	—	—		(1	)	1		—		—
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		(1	)	1		—		—
Net earnings (loss)	344	344		304		349		(996	)	345
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(1	)	—		(1	)
Net earnings (loss) attributable to Celanese Corporation	344	344		304		348		(996	)	344

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Three Months Ended June 30, 2017 - As Adjusted (Note 2)
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		563		1,222		(275	)	1,510
Cost of sales	—	—		(459	)	(966	)	280		(1,145	)
Gross profit	—	—		104		256		5		365
Selling, general and administrative expenses	—	—		(44	)	(73	)	—		(117	)
Amortization of intangible assets	—	—		(1	)	(4	)	—		(5	)
Research and development expenses	—	—		(7	)	(10	)	—		(17	)
Other (charges) gains, net	—	—		(1	)	(1	)	—		(2	)
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)
Gain (loss) on disposition of businesses and assets, net	—	—		(2	)	—		—		(2	)
Operating profit (loss)	—	—		49		164		5		218
Equity in net earnings (loss) of affiliates	231	233		163		34		(623	)	38
Non-operating pension and other postretirement employee benefit (expense) income	—	—		20		2		—		22
Interest expense	—	(6	)	(24	)	(8	)	8		(30	)
Interest income	—	6		1		2		(8	)	1
Dividend income - cost investments	—	—		—		30		(1	)	29
Other income (expense), net	—	(1	)	1		3		—		3
Earnings (loss) from continuing operations before tax	231	232		210		227		(619	)	281
Income tax (provision) benefit	—	(1	)	(8	)	(34	)	3		(40	)
Earnings (loss) from continuing operations	231	231		202		193		(616	)	241
Earnings (loss) from operation of discontinued operations	—	—		—		(9	)	—		(9	)
Income tax (provision) benefit from discontinued operations	—	—		—		1		—		1
Earnings (loss) from discontinued operations	—	—		—		(8	)	—		(8	)
Net earnings (loss)	231	231		202		185		(616	)	233
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(2	)	—		(2	)
Net earnings (loss) attributable to Celanese Corporation	231	231		202		183		(616	)	231

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Six Months Ended June 30, 2018
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,168		3,138		(611	)	3,695
Cost of sales	—	—		(905	)	(2,365	)	611		(2,659	)
Gross profit	—	—		263		773		—		1,036
Selling, general and administrative expenses	—	—		(110	)	(173	)	—		(283	)
Amortization of intangible assets	—	—		(2	)	(11	)	—		(13	)
Research and development expenses	—	—		(15	)	(21	)	—		(36	)
Other (charges) gains, net	—	—		—		(3	)	—		(3	)
Foreign exchange gain (loss), net	—	—		—		2		—		2
Gain (loss) on disposition of businesses and assets, net	—	—		(5	)	3		—		(2	)
Operating profit (loss)	—	—		131		570		—		701
Equity in net earnings (loss) of affiliates	707	701		586		106		(1,986	)	114
Non-operating pension and other postretirement employee benefit (expense) income	—	—		47		5		—		52
Interest expense	—	(10	)	(60	)	(17	)	22		(65	)
Interest income	—	18		4		4		(24	)	2
Dividend income - cost investments	—	—		—		64		2		66
Other income (expense), net	—	—		—		4		—		4
Earnings (loss) from continuing operations before tax	707	709		708		736		(1,986	)	874
Income tax (provision) benefit	—	(2	)	(105	)	(55	)	—		(162	)
Earnings (loss) from continuing operations	707	707		603		681		(1,986	)	712
Earnings (loss) from operation of discontinued operations	—	—		(1	)	(1	)	—		(2	)
Income tax (provision) benefit from discontinued operations	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		(1	)	(1	)	—		(2	)
Net earnings (loss)	707	707		602		680		(1,986	)	710
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(3	)	—		(3	)
Net earnings (loss) attributable to Celanese Corporation	707	707		602		677		(1,986	)	707

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS



	Six Months Ended June 30, 2017 - As Adjusted (Note 2)
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net sales	—	—		1,152		2,399		(570	)	2,981
Cost of sales	—	—		(904	)	(1,932	)	570		(2,266	)
Gross profit	—	—		248		467		—		715
Selling, general and administrative expenses	—	—		(78	)	(142	)	—		(220	)
Amortization of intangible assets	—	—		(2	)	(7	)	—		(9	)
Research and development expenses	—	—		(14	)	(20	)	—		(34	)
Other (charges) gains, net	—	—		(7	)	(50	)	—		(57	)
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)
Gain (loss) on disposition of businesses and assets, net	—	—		(4	)	1		—		(3	)
Operating profit (loss)	—	—		143		245		—		388
Equity in net earnings (loss) of affiliates	414	407		264		77		(1,077	)	85
Non-operating pension and other postretirement employee benefit (expense) income	—	—		40		4		—		44
Interest expense	—	(12	)	(47	)	(15	)	15		(59	)
Interest income	—	12		2		2		(15	)	1
Dividend income - cost investments	—	—		—		59		(1	)	58
Other income (expense), net	—	(1	)	1		4		—		4
Earnings (loss) from continuing operations before tax	414	406		403		376		(1,078	)	521
Income tax (provision) benefit	—	8		(71	)	(33	)	—		(96	)
Earnings (loss) from continuing operations	414	414		332		343		(1,078	)	425
Earnings (loss) from operation of discontinued operations	—	—		—		(9	)	—		(9	)
Income tax (provision) benefit from discontinued operations	—	—		—		1		—		1
Earnings (loss) from discontinued operations	—	—		—		(8	)	—		(8	)
Net earnings (loss)	414	414		332		335		(1,078	)	417
Net (earnings) loss attributable to noncontrolling interests	—	—		—		(3	)	—		(3	)
Net earnings (loss) attributable to Celanese Corporation	414	414		332		332		(1,078	)	414

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Three Months Ended June 30, 2018
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	344		344		304		349		(996	)	345
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		5		13		(18	)	—
Foreign currency translation	(66	)	(66	)	(109	)	(132	)	307		(66	)
Gain (loss) on cash flow hedges	6		6		5		6		(17	)	6
Total other comprehensive income (loss), net of tax	(60	)	(60	)	(99	)	(113	)	272		(60	)
Total comprehensive income (loss), net of tax	284		284		205		236		(724	)	285
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(1	)	—		(1	)
Comprehensive income (loss) attributable to Celanese Corporation	284		284		205		235		(724	)	284



	Three Months Ended June 30, 2017
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	231	231	202	185		(616	)	233
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1	1	1	1		(3	)	1
Foreign currency translation	78	78	96	119		(293	)	78
Gain (loss) on cash flow hedges	1	1	1	1		(3	)	1
Total other comprehensive income (loss), net of tax	80	80	98	121		(299	)	80
Total comprehensive income (loss), net of tax	311	311	300	306		(915	)	313
Comprehensive (income) loss attributable to noncontrolling interests	—	—	—	(2	)	—		(2	)
Comprehensive income (loss) attributable to Celanese Corporation	311	311	300	304		(915	)	311

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Six Months Ended June 30, 2018
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	707		707		602		680		(1,986	)	710
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		5		13		(18	)	—
Foreign currency translation	(17	)	(17	)	(46	)	(58	)	121		(17	)
Gain (loss) on cash flow hedges	5		5		4		5		(14	)	5
Pension and postretirement benefits	1		1		1		1		(3	)	1
Total other comprehensive income (loss), net of tax	(11	)	(11	)	(36	)	(39	)	86		(11	)
Total comprehensive income (loss), net of tax	696		696		566		641		(1,900	)	699
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(3	)	—		(3	)
Comprehensive income (loss) attributable to Celanese Corporation	696		696		566		638		(1,900	)	696



	Six Months Ended June 30, 2017
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net earnings (loss)	414		414		332		335		(1,078	)	417
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	1		1		1		1		(3	)	1
Foreign currency translation	106		106		126		158		(390	)	106
Gain (loss) on cash flow hedges	(1	)	(1	)	(1	)	(1	)	3		(1	)
Pension and postretirement benefits	5		5		4		6		(15	)	5
Total other comprehensive income (loss), net of tax	111		111		130		164		(405	)	111
Total comprehensive income (loss), net of tax	525		525		462		499		(1,483	)	528
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		(3	)	—		(3	)
Comprehensive income (loss) attributable to Celanese Corporation	525		525		462		496		(1,483	)	525

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of June 30, 2018
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	2	—	93	613	—		708
Trade receivables - third party and affiliates	—	—	125	1,180	(149	)	1,156
Non-trade receivables, net	37	506	452	416	(1,122	)	289
Inventories, net	—	—	259	710	(52	)	917
Marketable securities, at fair value	—	—	32	—	—		32
Other assets	—	50	16	75	(90	)	51
Total current assets	39	556	977	2,994	(1,413	)	3,153
Investments in affiliates	3,341	4,510	4,329	844	(12,061	)	963
Property, plant and equipment, net	—	—	1,200	2,524	—		3,724
Deferred income taxes	—	13	—	172	(22	)	163
Other assets	—	1,565	240	192	(1,605	)	392
Goodwill	—	—	314	755	—		1,069
Intangible assets, net	—	—	103	222	—		325
Total assets	3,380	6,644	7,163	7,703	(15,101	)	9,789
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	169	163	286	(252	)	366
Trade payables - third party and affiliates	—	—	327	641	(149	)	819
Other liabilities	—	74	267	445	(472	)	314
Income taxes payable	—	—	488	113	(490	)	111
Total current liabilities	—	243	1,245	1,485	(1,363	)	1,610
Noncurrent Liabilities
Long-term debt	—	3,060	1,525	213	(1,570	)	3,228
Deferred income taxes	—	—	67	203	(22	)	248
Uncertain tax positions	—	—	9	142	(2	)	149
Benefit obligations	—	—	269	288	—		557
Other liabilities	—	—	105	147	(42	)	210
Total noncurrent liabilities	—	3,060	1,975	993	(1,636	)	4,392
Total Celanese Corporation stockholders' equity	3,380	3,341	3,943	4,818	(12,102	)	3,380
Noncontrolling interests	—	—	—	407	—		407
Total equity	3,380	3,341	3,943	5,225	(12,102	)	3,787
Total liabilities and equity	3,380	6,644	7,163	7,703	(15,101	)	9,789

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE SHEET



	As of December 31, 2017
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	230	346	—		576
Trade receivables - third party and affiliates	—	—	89	988	(91	)	986
Non-trade receivables, net	38	482	279	385	(940	)	244
Inventories, net	—	—	277	672	(49	)	900
Marketable securities, at fair value	—	—	32	—	—		32
Other assets	—	60	12	93	(111	)	54
Total current assets	38	542	919	2,484	(1,191	)	2,792
Investments in affiliates	2,850	4,283	3,916	861	(10,934	)	976
Property, plant and equipment, net	—	—	1,145	2,617	—		3,762
Deferred income taxes	—	6	206	158	(4	)	366
Other assets	—	1,295	171	165	(1,293	)	338
Goodwill	—	—	314	689	—		1,003
Intangible assets, net	—	—	48	253	—		301
Total assets	2,888	6,126	6,719	7,227	(13,422	)	9,538
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	76	148	369	(267	)	326
Trade payables - third party and affiliates	—	1	300	598	(92	)	807
Other liabilities	—	71	302	273	(292	)	354
Income taxes payable	—	—	471	92	(491	)	72
Total current liabilities	—	148	1,221	1,332	(1,142	)	1,559
Noncurrent Liabilities
Long-term debt	—	3,128	1,254	233	(1,300	)	3,315
Deferred income taxes	—	—	—	215	(4	)	211
Uncertain tax positions	—	—	1	157	(2	)	156
Benefit obligations	—	—	277	308	—		585
Other liabilities	—	—	255	158	—		413
Total noncurrent liabilities	—	3,128	1,787	1,071	(1,306	)	4,680
Total Celanese Corporation stockholders' equity	2,888	2,850	3,711	4,412	(10,974	)	2,887
Noncontrolling interests	—	—	—	412	—		412
Total equity	2,888	2,850	3,711	4,824	(10,974	)	3,299
Total liabilities and equity	2,888	6,126	6,719	7,227	(13,422	)	9,538

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Six Months Ended June 30, 2018
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	238		432		115		630		(687	)	728
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(109	)	(56	)	—		(165	)
Acquisitions, net of cash acquired	—		—		(144	)	—		—		(144	)
Proceeds from sale of businesses and assets, net	—		—		—		9		—		9
Return of capital from subsidiary	—		—		218		—		(218	)	—
Contributions to subsidiary	—		—		(16	)	—		16		—
Intercompany loan receipts (disbursements)	—		(272	)	(10	)	—		282		—
Other, net	—		—		(7	)	(24	)	—		(31	)
Net cash provided by (used in) investing activities	—		(272	)	(68	)	(71	)	80		(331	)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	—		90		11		(51	)	(10	)	40
Proceeds from short-term borrowings	—		—		—		36		—		36
Repayments of short-term borrowings	—		—		—		(39	)	—		(39	)
Proceeds from long-term debt	—		—		272		—		(272	)	—
Repayments of long-term debt	—		(12	)	(13	)	(18	)	—		(43	)
Purchases of treasury stock, including related fees	(100	)	—		—		—		—		(100	)
Dividends to parent	—		(238	)	(449	)	—		687		—
Contributions from parent	—		—		—		16		(16	)	—
Series A common stock dividends	(136	)	—		—		—		—		(136	)
Return of capital to parent	—		—		—		(218	)	218		—
(Distributions to) contributions from noncontrolling interests	—		—		—		(8	)	—		(8	)
Other, net	—		—		(5	)	(1	)	—		(6	)
Net cash provided by (used in) financing activities	(236	)	(160	)	(184	)	(283	)	607		(256	)
Exchange rate effects on cash and cash equivalents	—		—		—		(9	)	—		(9	)
Net increase (decrease) in cash and cash equivalents	2		—		(137	)	267		—		132
Cash and cash equivalents as of beginning of period	—		—		230		346		—		576
Cash and cash equivalents as of end of period	2		—		93		613		—		708

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS



	Six Months Ended June 30, 2017
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	415		342		351		283		(901	)	490
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(82	)	(34	)	—		(116	)
Acquisitions, net of cash acquired	—		(11	)	(12	)	(264	)	19		(268	)
Proceeds from sale of businesses and assets, net	—		—		—		20		(19	)	1
Return of capital from subsidiary	—		—		9		—		(9	)	—
Contributions to subsidiary	—		—		—		—		—		—
Intercompany loan receipts (disbursements)	—		(74	)	(11	)	—		85		—
Other, net	—		—		(1	)	(5	)	—		(6	)
Net cash provided by (used in) investing activities	—		(85	)	(97	)	(283	)	76		(389	)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less	—		161		2		50		(11	)	202
Proceeds from short-term borrowings	—		—		—		104		—		104
Repayments of short-term borrowings	—		—		—		(55	)	—		(55	)
Proceeds from long-term debt	—		—		74		—		(74	)	—
Repayments of long-term debt	—		—		(1	)	(57	)	—		(58	)
Purchases of treasury stock, including related fees	(300	)	—		—		—		—		(300	)
Dividends to parent	—		(415	)	(306	)	(180	)	901		—
Stock option exercises	1		—		—		—		—		1
Series A common stock dividends	(116	)	—		—		—		—		(116	)
Return of capital to parent	—		—		—		(9	)	9		—
(Distributions to) contributions from noncontrolling interests	—		—		—		(8	)	—		(8	)
Other, net	—		—		(17	)	(2	)	—		(19	)
Net cash provided by (used in) financing activities	(415	)	(254	)	(248	)	(157	)	825		(249	)
Exchange rate effects on cash and cash equivalents	—		—		—		21		—		21
Net increase (decrease) in cash and cash equivalents	—		3		6		(136	)	—		(127	)
Cash and cash equivalents as of beginning of period	—		—		51		587		—		638
Cash and cash equivalents as of end of period	—		3		57		451		—		511