|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2012
|
|
Or
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
98-0420726
(I.R.S. Employer
Identification No.)
|
|
|
222 W. Las Colinas Blvd., Suite 900N
Irving, TX
(Address of Principal Executive Offices)
|
75039-5421
(Zip Code)
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions, except share and per share data)
|
||||||||||
Net sales
|
1,675
|
|
|
1,753
|
|
|
3,308
|
|
|
3,342
|
|
Cost of sales
|
(1,344
|
)
|
|
(1,343
|
)
|
|
(2,707
|
)
|
|
(2,581
|
)
|
Gross profit
|
331
|
|
|
410
|
|
|
601
|
|
|
761
|
|
Selling, general and administrative expenses
|
(124
|
)
|
|
(140
|
)
|
|
(258
|
)
|
|
(268
|
)
|
Amortization of intangible assets
|
(13
|
)
|
|
(17
|
)
|
|
(26
|
)
|
|
(33
|
)
|
Research and development expenses
|
(26
|
)
|
|
(25
|
)
|
|
(52
|
)
|
|
(48
|
)
|
Other (charges) gains, net
|
(3
|
)
|
|
(18
|
)
|
|
(3
|
)
|
|
(15
|
)
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
164
|
|
|
209
|
|
|
262
|
|
|
397
|
|
Equity in net earnings (loss) of affiliates
|
62
|
|
|
46
|
|
|
113
|
|
|
89
|
|
Interest expense
|
(45
|
)
|
|
(57
|
)
|
|
(90
|
)
|
|
(112
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Dividend income - cost investments
|
84
|
|
|
79
|
|
|
84
|
|
|
79
|
|
Other income (expense), net
|
(1
|
)
|
|
6
|
|
|
1
|
|
|
9
|
|
Earnings (loss) from continuing operations before tax
|
264
|
|
|
280
|
|
|
371
|
|
|
460
|
|
Income tax (provision) benefit
|
(54
|
)
|
|
(75
|
)
|
|
22
|
|
|
(117
|
)
|
Earnings (loss) from continuing operations
|
210
|
|
|
205
|
|
|
393
|
|
|
343
|
|
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)
|
210
|
|
|
203
|
|
|
393
|
|
|
345
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
210
|
|
|
203
|
|
|
393
|
|
|
345
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
210
|
|
|
203
|
|
|
393
|
|
|
345
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
210
|
|
|
205
|
|
|
393
|
|
|
343
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
Net earnings (loss)
|
210
|
|
|
203
|
|
|
393
|
|
|
345
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
1.33
|
|
|
1.31
|
|
|
2.50
|
|
|
2.20
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - basic
|
1.33
|
|
|
1.30
|
|
|
2.50
|
|
|
2.21
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
1.31
|
|
|
1.29
|
|
|
2.47
|
|
|
2.16
|
|
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - diluted
|
1.31
|
|
|
1.28
|
|
|
2.47
|
|
|
2.17
|
|
Weighted average shares - basic
|
158,128,906
|
|
|
156,280,721
|
|
|
157,335,665
|
|
|
156,124,358
|
|
Weighted average shares - diluted
|
159,740,453
|
|
|
159,209,400
|
|
|
159,410,607
|
|
|
158,938,911
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions)
|
||||||||||
Net earnings (loss)
|
210
|
|
|
203
|
|
|
393
|
|
|
345
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(50
|
)
|
|
29
|
|
|
(24
|
)
|
|
87
|
|
Unrealized gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
1
|
|
|
9
|
|
Pension and postretirement benefits
|
9
|
|
|
5
|
|
|
15
|
|
|
8
|
|
Total other comprehensive income (loss), net of tax
|
(41
|
)
|
|
34
|
|
|
(8
|
)
|
|
104
|
|
Total comprehensive income (loss), net of tax
|
169
|
|
|
237
|
|
|
385
|
|
|
449
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
169
|
|
|
237
|
|
|
385
|
|
|
449
|
|
|
Six Months Ended
|
||||
|
June 30, 2012
|
||||
|
Shares
|
|
Amount
|
||
|
(In $ millions, except share data)
|
||||
Series A common stock
|
|
|
|
|
|
Balance as of the beginning of the period
|
156,463,811
|
|
|
—
|
|
Stock option exercises
|
3,351,483
|
|
|
—
|
|
Purchases of treasury stock
|
(636,710
|
)
|
|
—
|
|
Stock awards
|
101,602
|
|
|
—
|
|
Balance as of the end of the period
|
159,280,186
|
|
|
—
|
|
Treasury stock
|
|
|
|
|
|
Balance as of the beginning of the period
|
22,921,294
|
|
|
(860
|
)
|
Purchases of treasury stock, including related fees
|
636,710
|
|
|
(28
|
)
|
Balance as of the end of the period
|
23,558,004
|
|
|
(888
|
)
|
Additional paid-in capital
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
627
|
|
Stock-based compensation, net of tax
|
|
|
|
12
|
|
Stock option exercises, net of tax
|
|
|
|
86
|
|
Balance as of the end of the period
|
|
|
|
725
|
|
Retained earnings
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
2,424
|
|
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
393
|
|
Series A common stock dividends
|
|
|
|
(19
|
)
|
Balance as of the end of the period
|
|
|
|
2,798
|
|
Accumulated other comprehensive income (loss), net
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
(850
|
)
|
Other comprehensive income (loss)
|
|
|
|
(8
|
)
|
Balance as of the end of the period
|
|
|
|
(858
|
)
|
Total Celanese Corporation stockholders’ equity
|
|
|
|
1,777
|
|
Noncontrolling interests
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
—
|
|
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
—
|
|
Balance as of the end of the period
|
|
|
|
—
|
|
Total equity
|
|
|
|
1,777
|
|
|
Six Months Ended
|
||||
|
June 30,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Operating activities
|
|
|
|
|
|
Net earnings (loss)
|
393
|
|
|
345
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(6
|
)
|
|
(11
|
)
|
Depreciation, amortization and accretion
|
155
|
|
|
151
|
|
Deferred income taxes, net
|
(116
|
)
|
|
(2
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
Refinancing expense
|
—
|
|
|
3
|
|
Value-added tax on deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
18
|
|
Other, net
|
92
|
|
|
42
|
|
Operating cash provided by (used in) discontinued operations
|
1
|
|
|
2
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(96
|
)
|
|
(195
|
)
|
Inventories
|
(24
|
)
|
|
(145
|
)
|
Other assets
|
26
|
|
|
(11
|
)
|
Trade payables - third party and affiliates
|
61
|
|
|
102
|
|
Other liabilities
|
(84
|
)
|
|
17
|
|
Net cash provided by (used in) operating activities
|
402
|
|
|
316
|
|
Investing activities
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(183
|
)
|
|
(151
|
)
|
Acquisitions, net of cash acquired
|
(23
|
)
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
5
|
|
Deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
158
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
(35
|
)
|
|
(114
|
)
|
Other, net
|
(43
|
)
|
|
(23
|
)
|
Net cash provided by (used in) investing activities
|
(283
|
)
|
|
(133
|
)
|
Financing activities
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
(14
|
)
|
|
(34
|
)
|
Proceeds from long-term debt
|
—
|
|
|
411
|
|
Repayments of long-term debt
|
(19
|
)
|
|
(553
|
)
|
Refinancing costs
|
—
|
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
(28
|
)
|
|
(13
|
)
|
Stock option exercises
|
55
|
|
|
17
|
|
Series A common stock dividends
|
(19
|
)
|
|
(16
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
(2
|
)
|
Net cash provided by (used in) financing activities
|
4
|
|
|
(198
|
)
|
Exchange rate effects on cash and cash equivalents
|
(5
|
)
|
|
16
|
|
Net increase (decrease) in cash and cash equivalents
|
118
|
|
|
1
|
|
Cash and cash equivalents as of beginning of period
|
682
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
800
|
|
|
741
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||
|
|
(In $ millions)
|
||||||||||
Mutual funds
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
As of June 30, 2012
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
As of December 31, 2011
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Finished goods
|
525
|
|
|
511
|
|
Work-in-process
|
37
|
|
|
38
|
|
Raw materials and supplies
|
164
|
|
|
163
|
|
Total
|
726
|
|
|
712
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Acquisitions (Note 3)
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Exchange rate changes
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(12
|
)
|
As of June 30, 2012
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
291
|
|
|
243
|
|
|
42
|
|
|
180
|
|
|
756
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
291
|
|
|
243
|
|
|
42
|
|
|
180
|
|
|
756
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
32
|
|
|
513
|
|
|
27
|
|
|
22
|
|
|
594
|
|
|
Acquisitions (Note 3)
|
—
|
|
|
4
|
|
|
3
|
|
|
6
|
|
|
13
|
|
(1)
|
Exchange rate changes
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
As of June 30, 2012
|
32
|
|
|
507
|
|
|
30
|
|
|
28
|
|
|
597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2011
|
(13
|
)
|
|
(433
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(478
|
)
|
|
Amortization
|
(2
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(26
|
)
|
|
Exchange rate changes
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
As of June 30, 2012
|
(15
|
)
|
|
(443
|
)
|
|
(16
|
)
|
|
(20
|
)
|
|
(494
|
)
|
|
Net book value
|
17
|
|
|
64
|
|
|
14
|
|
|
8
|
|
|
103
|
|
|
(1)
|
Weighted average amortization period of intangible assets acquired was
6
years.
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Salaries and benefits
|
70
|
|
|
101
|
|
Environmental (Note 11)
|
20
|
|
|
25
|
|
Restructuring (Note 13)
|
37
|
|
|
44
|
|
Insurance
|
16
|
|
|
19
|
|
Asset retirement obligations
|
32
|
|
|
22
|
|
Derivatives (Note 15)
|
17
|
|
|
26
|
|
Current portion of benefit obligations
|
47
|
|
|
47
|
|
Interest
|
25
|
|
|
25
|
|
Sales and use tax/foreign withholding tax payable
|
15
|
|
|
16
|
|
Uncertain tax positions
|
66
|
|
|
70
|
|
Other
|
121
|
|
|
144
|
|
Total
|
466
|
|
|
539
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Environmental (Note 11)
|
73
|
|
|
71
|
|
Insurance
|
65
|
|
|
64
|
|
Deferred revenue
|
37
|
|
|
40
|
|
Deferred proceeds
(1)
|
868
|
|
|
892
|
|
Asset retirement obligations
|
32
|
|
|
42
|
|
Derivatives (Note 15)
|
11
|
|
|
13
|
|
Income taxes payable
|
2
|
|
|
2
|
|
Other
|
35
|
|
|
29
|
|
Total
|
1,123
|
|
|
1,153
|
|
(1)
|
Primarily relates to proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to cease operations and sell its Kelsterbach, Germany Ticona site, included in the Advanced Engineered Materials segment (Note 20). Such proceeds will be deferred until the transfer of title to the Frankfurt, Germany Airport.
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
40
|
|
|
38
|
|
Short-term borrowings, including amounts due to affiliates
|
91
|
|
|
106
|
|
Total
|
131
|
|
|
144
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C loan due 2016
|
1,372
|
|
|
1,386
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030
|
182
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
243
|
|
|
248
|
|
Other bank obligations, interest rates ranging from 6.3% to 6.7%, due at various dates through 2017
|
88
|
|
|
95
|
|
Subtotal
|
2,885
|
|
|
2,911
|
|
Current installments of long-term debt
|
(40
|
)
|
|
(38
|
)
|
Total
|
2,845
|
|
|
2,873
|
|
|
Estimated Total Net
Leverage Ratio as of |
|
Estimated
Margin as of
|
||
|
June 30, 2012
|
|
June 30, 2012
|
||
Credit-linked revolving facility
|
1.50
|
|
|
1.50
|
%
|
Term C
|
1.50
|
|
|
2.75
|
%
|
Credit-Linked Revolving Facility
|
|
Term C Loan Facility
|
||
Total Net Leverage Ratio
|
Margin over LIBOR or EURIBOR
|
|
Total Net Leverage Ratio
|
Margin over LIBOR or EURIBOR
|
< = 2.25:1.00
|
1.50%
|
|
< = 1.75:1.00
|
2.75%
|
> 2.25:1.00
|
1.75%
|
|
> 1.75:1.00 and < = 2.25:1.00
|
3.00%
|
|
|
|
> 2.25:1.00
|
3.25%
|
|
As of June 30, 2012
|
|
|
|||||
|
|
|
|
|
Estimate, if Fully
|
|
Borrowing
|
|
|
Maximum
|
|
Estimate
|
|
Drawn
|
|
Capacity
|
|
|
|
|
|
|
|
|
(In $ millions)
|
|
First lien senior secured leverage ratios
|
3.90 to 1.00
|
|
1.08 to 1.00
|
|
1.53 to 1.00
|
|
600
|
|
|
As of
|
|
|
June 30, 2012
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Letters of credit issued
|
74
|
|
Available for borrowing
|
154
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In $ millions)
|
|
(In $ millions)
|
||||||||||||||||||||
Service cost
|
7
|
|
|
7
|
|
|
1
|
|
|
1
|
|
|
14
|
|
|
14
|
|
|
1
|
|
|
1
|
|
Interest cost
|
42
|
|
|
45
|
|
|
3
|
|
|
2
|
|
|
85
|
|
|
91
|
|
|
6
|
|
|
6
|
|
Expected return on plan assets
|
(52
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
15
|
|
|
8
|
|
|
(1
|
)
|
|
—
|
|
|
29
|
|
|
15
|
|
|
(1
|
)
|
|
(1
|
)
|
Prior service credit
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Total
|
13
|
|
|
9
|
|
|
3
|
|
|
3
|
|
|
26
|
|
|
18
|
|
|
6
|
|
|
6
|
|
|
As of
|
|
Expected for
|
||
|
June 30, 2012
|
|
2012
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
88
|
|
|
160
|
|
Benefit payments from nonqualified trusts related to nonqualified pension plans
|
7
|
|
|
15
|
|
Benefit payments to other postretirement benefit plans
|
13
|
|
|
25
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Demerger obligations (Note 17)
|
33
|
|
|
34
|
|
Divestiture obligations (Note 17)
|
22
|
|
|
24
|
|
Active sites
|
20
|
|
|
20
|
|
US Superfund sites
|
14
|
|
|
14
|
|
Other environmental remediation reserves
|
4
|
|
|
4
|
|
Total
|
93
|
|
|
96
|
|
|
Six Months Ended
|
|
Total From
February 2008 Through
|
||||||||
|
June 30
|
|
|||||||||
|
2012
|
|
2011
|
|
June 30, 2012
|
||||||
Shares repurchased
|
636,710
|
|
|
273,753
|
|
|
12,719,518
|
|
|||
Average purchase price per share
|
$
|
45.09
|
|
|
$
|
47.54
|
|
|
$
|
38.13
|
|
Amount spent on repurchased shares (in millions)
|
$
|
28
|
|
|
$
|
13
|
|
|
$
|
485
|
|
|
Three Months Ended June 30,
|
||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
||||||
|
(In $ millions)
|
||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|
29
|
|
|
—
|
|
|
29
|
|
Unrealized gain (loss) on interest rate swaps
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
Pension and postretirement benefits
|
14
|
|
|
(5
|
)
|
|
9
|
|
|
7
|
|
|
(2
|
)
|
|
5
|
|
Total
|
(37
|
)
|
|
(4
|
)
|
|
(41
|
)
|
|
37
|
|
|
(3
|
)
|
|
34
|
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||
|
Gross
Amount |
|
Income
Tax (Provision) Benefit |
|
Net
Amount |
|
Gross
Amount |
|
Income
Tax (Provision) Benefit |
|
Net
Amount |
||||||
|
(In $ millions)
|
||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
87
|
|
|
—
|
|
|
87
|
|
Unrealized gain (loss) on interest rate swaps
|
1
|
|
|
—
|
|
|
1
|
|
|
15
|
|
|
(6
|
)
|
|
9
|
|
Pension and postretirement benefits
|
26
|
|
|
(11
|
)
|
|
15
|
|
|
13
|
|
|
(5
|
)
|
|
8
|
|
Total
|
3
|
|
|
(11
|
)
|
|
(8
|
)
|
|
115
|
|
|
(11
|
)
|
|
104
|
|
|
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Unrealized
Gain (Loss)
on Interest
Rate Swaps
|
|
Pension and
Postretire-
ment
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
|
|
(In $ millions)
|
|||||||||||||
As of December 31, 2011
|
(1
|
)
|
|
(28
|
)
|
|
(57
|
)
|
|
(764
|
)
|
|
(850
|
)
|
||
Current period change
|
—
|
|
|
(24
|
)
|
|
1
|
|
|
26
|
|
|
3
|
|
||
Income tax (provision) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||
As of June 30, 2012
|
(1
|
)
|
|
(52
|
)
|
|
(56
|
)
|
|
(749
|
)
|
|
(858
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions)
|
||||||||||
Employee termination benefits
|
(1
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(13
|
)
|
Ticona Kelsterbach plant relocation (Note 20)
|
(2
|
)
|
|
(16
|
)
|
|
(2
|
)
|
|
(29
|
)
|
Plumbing actions (Note 17)
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Commercial disputes
|
—
|
|
|
2
|
|
|
—
|
|
|
22
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
(3
|
)
|
|
(18
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
8
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
42
|
|
Additions
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Cash payments
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(7
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of June 30, 2012
|
7
|
|
|
20
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of June 30, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
7
|
|
|
20
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
37
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Effective income tax rate
|
20
|
%
|
|
27
|
%
|
|
(6
|
)%
|
|
25
|
%
|
As of June 30, 2012
|
||||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
(1)
|
||
(In $ millions)
|
|
|
|
|
|
|
||
1,100
|
|
|
January 2, 2012
|
|
January 2, 2014
|
|
1.71
|
%
|
500
|
|
|
January 2, 2014
|
|
January 2, 2016
|
|
1.02
|
%
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Total
|
899
|
|
|
896
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||||||||
|
June 30, 2012
|
|
June 30, 2011
|
|
||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
||||
|
(In $ millions)
|
|||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
(5
|
)
|
(1)
|
(4
|
)
|
(2)
|
(16
|
)
|
(3)
|
(14
|
)
|
(2)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
(4)
|
—
|
|
|
(3
|
)
|
(4)
|
Foreign currency forwards and swaps
|
—
|
|
|
(17
|
)
|
(5)
|
—
|
|
|
(3
|
)
|
(5)
|
Total
|
(5
|
)
|
|
(21
|
)
|
|
(16
|
)
|
|
(20
|
)
|
|
(1)
|
Amount excludes
$1 million
of tax benefit recognized in Other comprehensive income (loss).
|
(2)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the unaudited interim consolidated statements of operations.
|
(3)
|
Amount excludes
$1 million
of tax expense recognized in Other comprehensive income (loss).
|
(4)
|
Included in Interest expense in the unaudited interim consolidated statements of operations.
|
(5)
|
Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the unaudited interim consolidated statements of operations.
|
|
Six Months Ended
|
|
Six Months Ended
|
|
||||||||
|
June 30, 2012
|
|
June 30, 2011
|
|
||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
||||
|
(In $ millions)
|
|||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
(6
|
)
|
|
(7
|
)
|
(1)
|
(17
|
)
|
(2)
|
(30
|
)
|
(1)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|
(3
|
)
|
(3)
|
Foreign currency forwards and swaps
|
—
|
|
|
(22
|
)
|
(4)
|
—
|
|
|
(15
|
)
|
(4)
|
Total
|
(6
|
)
|
|
(29
|
)
|
|
(17
|
)
|
|
(48
|
)
|
|
(1)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the unaudited interim consolidated statements of operations.
|
(2)
|
Amount excludes
$1 million
of losses associated with the Company's equity method investments' derivative activity and
$6 million
of tax expense recognized in Other comprehensive income (loss).
|
(3)
|
Included in Interest expense in the unaudited interim consolidated statements of operations.
|
(4)
|
Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the unaudited interim consolidated statements of operations.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions)
|
||||||||||
Recoveries
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Legal reserve reductions
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
As of
|
|
As of
|
|
June 30,
2012 |
|
December 31, 2011
|
|
(In $ millions)
|
||
Property, plant and equipment, net
|
113
|
|
119
|
|
|
|
|
Trade payables
|
37
|
|
40
|
Current installments of long-term debt
|
6
|
|
6
|
Long-term debt
|
136
|
|
137
|
Total
|
179
|
|
183
|
|
|
|
|
Maximum exposure to loss
|
232
|
|
228
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Three Months Ended June 30, 2012
|
||||||||||||||||||||
Net sales
|
323
|
|
|
327
|
|
(1)
|
327
|
|
|
821
|
|
(1)
|
—
|
|
|
(123
|
)
|
|
1,675
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
4
|
|
|
—
|
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|
Operating profit (loss)
|
21
|
|
|
75
|
|
|
34
|
|
|
77
|
|
|
(43
|
)
|
|
—
|
|
|
164
|
|
|
Equity in net earnings (loss) of affiliates
|
55
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
62
|
|
|
Depreciation and amortization
|
28
|
|
|
11
|
|
|
13
|
|
|
19
|
|
|
4
|
|
|
—
|
|
|
75
|
|
|
Capital expenditures
|
10
|
|
|
18
|
|
|
8
|
|
|
44
|
|
|
3
|
|
|
—
|
|
|
83
|
|
(2)
|
|
Three Months Ended June 30, 2011
|
||||||||||||||||||||
Net sales
|
346
|
|
|
291
|
|
(1)
|
329
|
|
|
914
|
|
(1)
|
—
|
|
|
(127
|
)
|
|
1,753
|
|
|
Other (charges) gains, net
|
(16
|
)
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
(18
|
)
|
|
Operating profit (loss)
|
27
|
|
|
48
|
|
|
28
|
|
|
152
|
|
|
(46
|
)
|
|
—
|
|
|
209
|
|
|
Equity in net earnings (loss) of affiliates
|
39
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
46
|
|
|
Depreciation and amortization
|
20
|
|
|
13
|
|
|
12
|
|
|
25
|
|
|
2
|
|
|
—
|
|
|
72
|
|
|
Capital expenditures
|
20
|
|
|
22
|
|
|
12
|
|
|
25
|
|
|
2
|
|
|
—
|
|
|
81
|
|
(2)
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$121 million
and
$2 million
, respectively, for the three months ended
June 30, 2012
and
$126 million
and
$1 million
, respectively, for the three months ended
June 30, 2011
.
|
(2)
|
Excludes expenditures related to the relocation of the Company’s Ticona plant in Kelsterbach (Note 20) and includes an increase in accrued capital expenditures of
$6 million
and an increase of
$7 million
for the three months ended
June 30, 2012
and
2011
, respectively.
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Six Months Ended June 30, 2012
|
||||||||||||||||||||
Net sales
|
640
|
|
|
591
|
|
(1)
|
636
|
|
|
1,673
|
|
(1)
|
—
|
|
|
(232
|
)
|
|
3,308
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
Operating profit (loss)
|
42
|
|
|
114
|
|
|
53
|
|
|
137
|
|
|
(84
|
)
|
|
—
|
|
|
262
|
|
|
Equity in net earnings (loss) of affiliates
|
98
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
—
|
|
|
113
|
|
|
Depreciation and amortization
|
55
|
|
|
20
|
|
|
28
|
|
|
39
|
|
|
7
|
|
|
—
|
|
|
149
|
|
|
Capital expenditures
|
17
|
|
|
34
|
|
|
16
|
|
|
75
|
|
|
11
|
|
|
—
|
|
|
153
|
|
(2)
|
|
As of June 30, 2012
|
||||||||||||||||||||
Goodwill and intangibles, net
|
375
|
|
|
272
|
|
|
70
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
940
|
|
|
Total assets
|
2,675
|
|
|
1,278
|
|
|
989
|
|
|
2,124
|
|
|
1,713
|
|
|
—
|
|
|
8,779
|
|
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||||||
Net sales
|
674
|
|
|
557
|
|
(1)
|
619
|
|
|
1,727
|
|
(1)
|
1
|
|
|
(236
|
)
|
|
3,342
|
|
|
Other (charges) gains, net
|
(29
|
)
|
|
(4
|
)
|
|
—
|
|
|
20
|
|
|
(2
|
)
|
|
—
|
|
|
(15
|
)
|
|
Operating profit (loss)
|
65
|
|
|
102
|
|
|
53
|
|
|
264
|
|
|
(87
|
)
|
|
—
|
|
|
397
|
|
|
Equity in net earnings (loss) of affiliates
|
73
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
89
|
|
|
Depreciation and amortization
|
41
|
|
|
25
|
|
|
22
|
|
|
50
|
|
|
6
|
|
|
—
|
|
|
144
|
|
|
Capital expenditures
|
37
|
|
|
35
|
|
|
24
|
|
|
40
|
|
|
4
|
|
|
—
|
|
|
140
|
|
(2)
|
|
As of December 31, 2011
|
||||||||||||||||||||
Goodwill and intangibles, net
|
391
|
|
|
277
|
|
|
54
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
957
|
|
|
Total assets
|
2,787
|
|
|
1,154
|
|
|
901
|
|
|
2,035
|
|
|
1,641
|
|
|
—
|
|
|
8,518
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$229 million
and
$3 million
, respectively, for the
six months ended
June 30, 2012
and
$234 million
and
$2 million
, respectively, for the
six months ended
June 30, 2011
.
|
(2)
|
Excludes expenditures related to the relocation of the Company’s Ticona plant in Kelsterbach (Note 20) and includes a decrease in accrued capital expenditures of
$30 million
and
$11 million
for the
six months ended
June 30, 2012
and
2011
, respectively.
|
|
Three Months Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
|
(In $ millions, except share and per share data)
|
||||||||||
Amounts Attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
210
|
|
|
210
|
|
|
205
|
|
|
205
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
210
|
|
|
210
|
|
|
203
|
|
|
203
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
210
|
|
|
210
|
|
|
203
|
|
|
203
|
|
Weighted-average shares - basic
|
158,128,906
|
|
|
158,128,906
|
|
|
156,280,721
|
|
|
156,280,721
|
|
Dilutive stock options
|
|
|
|
1,014,359
|
|
|
|
|
|
2,036,940
|
|
Dilutive restricted stock units
|
|
|
|
597,188
|
|
|
|
|
|
891,739
|
|
Assumed conversion of preferred stock
|
|
|
|
—
|
|
|
|
|
|
—
|
|
Weighted-average shares - diluted
|
|
|
159,740,453
|
|
|
|
|
159,209,400
|
|
||
|
|
|
|
|
|
|
|
||||
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
1.33
|
|
|
1.31
|
|
|
1.31
|
|
|
1.29
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
Net earnings (loss)
|
1.33
|
|
|
1.31
|
|
|
1.30
|
|
|
1.28
|
|
|
Six Months Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
|
(In $ millions, except share and per share data)
|
||||||||||
Amounts Attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
393
|
|
|
393
|
|
|
343
|
|
|
343
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Net earnings (loss)
|
393
|
|
|
393
|
|
|
345
|
|
|
345
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
393
|
|
|
393
|
|
|
345
|
|
|
345
|
|
Weighted-average shares - basic
|
157,335,665
|
|
|
157,335,665
|
|
|
156,124,358
|
|
|
156,124,358
|
|
Dilutive stock options
|
|
|
|
1,434,687
|
|
|
|
|
|
2,014,769
|
|
Dilutive restricted stock units
|
|
|
|
640,255
|
|
|
|
|
|
799,784
|
|
Assumed conversion of preferred stock
|
|
|
|
—
|
|
|
|
|
|
—
|
|
Weighted-average shares - diluted
|
|
|
|
159,410,607
|
|
|
|
|
|
158,938,911
|
|
|
|
|
|
|
|
|
|
||||
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
2.50
|
|
|
2.47
|
|
|
2.20
|
|
|
2.16
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
Net earnings (loss)
|
2.50
|
|
|
2.47
|
|
|
2.21
|
|
|
2.17
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Stock options
|
15,016
|
|
|
—
|
|
|
7,508
|
|
|
90,313
|
|
Restricted stock units
|
7,946
|
|
|
—
|
|
|
7,946
|
|
|
—
|
|
Total
|
22,962
|
|
|
—
|
|
|
15,454
|
|
|
90,313
|
|
|
Six Months Ended
|
|
Total From
Inception Through
|
|||||
|
June 30,
|
|
||||||
|
2012
|
|
2011
|
|
June 30, 2012
|
|||
|
(In $ millions)
|
|||||||
Deferred proceeds
(1)
|
—
|
|
|
158
|
|
|
907
|
|
Costs expensed
|
2
|
|
|
29
|
|
|
108
|
|
Costs capitalized
(2)
|
24
|
|
|
112
|
|
|
1,116
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
4
|
|
|
8
|
|
(1)
|
Included in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt. Upon transfer of title to Fraport, the deferred proceeds will be recognized in the consolidated statements of operations. Such proceeds will be reduced by assets of
€66 million
included in Property, plant and equipment, net and
€43 million
included in noncurrent Other assets in the consolidated balance sheets, to be transferred to Fraport or otherwise disposed.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$11 million
and
$2 million
for the
six months ended
June 30, 2012
and
2011
, respectively.
|
|
Three Months Ended June 30, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
734
|
|
|
1,239
|
|
|
(298
|
)
|
|
1,675
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
(1,113
|
)
|
|
289
|
|
|
(1,344
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
214
|
|
|
126
|
|
|
(9
|
)
|
|
331
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(76
|
)
|
|
—
|
|
|
(124
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(9
|
)
|
|
—
|
|
|
(13
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(8
|
)
|
|
—
|
|
|
(26
|
)
|
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)
|
—
|
|
|
—
|
|
|
150
|
|
|
29
|
|
|
(15
|
)
|
|
164
|
|
Equity in net earnings (loss) of affiliates
|
209
|
|
|
239
|
|
|
50
|
|
|
49
|
|
|
(485
|
)
|
|
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
|
209
|
|
|
206
|
|
|
206
|
|
|
143
|
|
|
(500
|
)
|
|
264
|
|
Income tax (provision) benefit
|
1
|
|
|
3
|
|
|
(40
|
)
|
|
(22
|
)
|
|
4
|
|
|
(54
|
)
|
Earnings (loss) from continuing operations
|
210
|
|
|
209
|
|
|
166
|
|
|
121
|
|
|
(496
|
)
|
|
210
|
|
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)
|
210
|
|
|
209
|
|
|
166
|
|
|
121
|
|
|
(496
|
)
|
|
210
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
210
|
|
|
209
|
|
|
166
|
|
|
121
|
|
|
(496
|
)
|
|
210
|
|
|
Three Months Ended June 30, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
660
|
|
|
1,380
|
|
|
(287
|
)
|
|
1,753
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
(1,154
|
)
|
|
283
|
|
|
(1,343
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
188
|
|
|
226
|
|
|
(4
|
)
|
|
410
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(99
|
)
|
|
—
|
|
|
(140
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(12
|
)
|
|
—
|
|
|
(17
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(8
|
)
|
|
—
|
|
|
(25
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
6
|
|
|
(24
|
)
|
|
—
|
|
|
(18
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
132
|
|
|
81
|
|
|
(4
|
)
|
|
209
|
|
Equity in net earnings (loss) of affiliates
|
202
|
|
|
246
|
|
|
27
|
|
|
35
|
|
|
(464
|
)
|
|
46
|
|
Interest expense
|
—
|
|
|
(56
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
17
|
|
|
(57
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
5
|
|
|
10
|
|
|
2
|
|
|
(17
|
)
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
6
|
|
|
—
|
|
|
6
|
|
Earnings (loss) from continuing operations before tax
|
202
|
|
|
193
|
|
|
159
|
|
|
194
|
|
|
(468
|
)
|
|
280
|
|
Income tax (provision) benefit
|
1
|
|
|
9
|
|
|
(49
|
)
|
|
(37
|
)
|
|
1
|
|
|
(75
|
)
|
Earnings (loss) from continuing operations
|
203
|
|
|
202
|
|
|
110
|
|
|
157
|
|
|
(467
|
)
|
|
205
|
|
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)
|
203
|
|
|
202
|
|
|
108
|
|
|
157
|
|
|
(467
|
)
|
|
203
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
203
|
|
|
202
|
|
|
108
|
|
|
157
|
|
|
(467
|
)
|
|
203
|
|
|
Six Months Ended June 30, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
1,374
|
|
|
2,488
|
|
|
(554
|
)
|
|
3,308
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,002
|
)
|
|
(2,261
|
)
|
|
556
|
|
|
(2,707
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
372
|
|
|
227
|
|
|
2
|
|
|
601
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
(164
|
)
|
|
—
|
|
|
(258
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(17
|
)
|
|
—
|
|
|
(26
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(18
|
)
|
|
—
|
|
|
(52
|
)
|
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)
|
—
|
|
|
—
|
|
|
242
|
|
|
24
|
|
|
(4
|
)
|
|
262
|
|
Equity in net earnings (loss) of affiliates
|
392
|
|
|
436
|
|
|
90
|
|
|
91
|
|
|
(896
|
)
|
|
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
|
392
|
|
|
371
|
|
|
343
|
|
|
165
|
|
|
(900
|
)
|
|
371
|
|
Income tax (provision) benefit
|
1
|
|
|
21
|
|
|
22
|
|
|
(23
|
)
|
|
1
|
|
|
22
|
|
Earnings (loss) from continuing operations
|
393
|
|
|
392
|
|
|
365
|
|
|
142
|
|
|
(899
|
)
|
|
393
|
|
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)
|
393
|
|
|
392
|
|
|
365
|
|
|
142
|
|
|
(899
|
)
|
|
393
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
393
|
|
|
392
|
|
|
365
|
|
|
142
|
|
|
(899
|
)
|
|
393
|
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
1,275
|
|
|
2,611
|
|
|
(544
|
)
|
|
3,342
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(908
|
)
|
|
(2,205
|
)
|
|
532
|
|
|
(2,581
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
367
|
|
|
406
|
|
|
(12
|
)
|
|
761
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(188
|
)
|
|
—
|
|
|
(268
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(24
|
)
|
|
—
|
|
|
(33
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(18
|
)
|
|
—
|
|
|
(48
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
25
|
|
|
(40
|
)
|
|
—
|
|
|
(15
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
274
|
|
|
135
|
|
|
(12
|
)
|
|
397
|
|
Equity in net earnings (loss) of affiliates
|
344
|
|
|
424
|
|
|
55
|
|
|
71
|
|
|
(805
|
)
|
|
89
|
|
Interest expense
|
—
|
|
|
(107
|
)
|
|
(21
|
)
|
|
(19
|
)
|
|
35
|
|
|
(112
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
11
|
|
|
19
|
|
|
6
|
|
|
(35
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
Other income (expense), net
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
7
|
|
|
—
|
|
|
9
|
|
Earnings (loss) from continuing operations before tax
|
344
|
|
|
328
|
|
|
326
|
|
|
279
|
|
|
(817
|
)
|
|
460
|
|
Income tax (provision) benefit
|
1
|
|
|
16
|
|
|
(93
|
)
|
|
(43
|
)
|
|
2
|
|
|
(117
|
)
|
Earnings (loss) from continuing operations
|
345
|
|
|
344
|
|
|
233
|
|
|
236
|
|
|
(815
|
)
|
|
343
|
|
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)
|
345
|
|
|
344
|
|
|
235
|
|
|
236
|
|
|
(815
|
)
|
|
345
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
345
|
|
|
344
|
|
|
235
|
|
|
236
|
|
|
(815
|
)
|
|
345
|
|
|
Three Months Ended June 30, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
210
|
|
|
209
|
|
|
166
|
|
|
121
|
|
|
(496
|
)
|
|
210
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(50
|
)
|
|
(50
|
)
|
|
17
|
|
|
11
|
|
|
22
|
|
|
(50
|
)
|
Unrealized gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pension and postretirement benefits
|
9
|
|
|
9
|
|
|
7
|
|
|
1
|
|
|
(17
|
)
|
|
9
|
|
Total other comprehensive income (loss), net of tax
|
(41
|
)
|
|
(41
|
)
|
|
24
|
|
|
12
|
|
|
5
|
|
|
(41
|
)
|
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
|
|
|
Three Months Ended June 30, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
203
|
|
|
202
|
|
|
108
|
|
|
157
|
|
|
(467
|
)
|
|
203
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
29
|
|
|
29
|
|
|
9
|
|
|
21
|
|
|
(59
|
)
|
|
29
|
|
Unrealized gain (loss) on interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
Pension and postretirement benefits
|
5
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
(10
|
)
|
|
5
|
|
Total other comprehensive income (loss), net of tax
|
34
|
|
|
34
|
|
|
14
|
|
|
20
|
|
|
(68
|
)
|
|
34
|
|
Total comprehensive income (loss), net of tax
|
237
|
|
|
236
|
|
|
122
|
|
|
177
|
|
|
(535
|
)
|
|
237
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
237
|
|
|
236
|
|
|
122
|
|
|
177
|
|
|
(535
|
)
|
|
237
|
|
|
Six Months Ended June 30, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
393
|
|
|
392
|
|
|
365
|
|
|
142
|
|
|
(899
|
)
|
|
393
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(24
|
)
|
|
(24
|
)
|
|
6
|
|
|
5
|
|
|
13
|
|
|
(24
|
)
|
Unrealized gain (loss) on interest rate swaps
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
15
|
|
|
15
|
|
|
13
|
|
|
(1
|
)
|
|
(27
|
)
|
|
15
|
|
Total other comprehensive income (loss), net of tax
|
(8
|
)
|
|
(8
|
)
|
|
19
|
|
|
4
|
|
|
(15
|
)
|
|
(8
|
)
|
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
|
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
345
|
|
|
344
|
|
|
235
|
|
|
236
|
|
|
(815
|
)
|
|
345
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
87
|
|
|
87
|
|
|
(10
|
)
|
|
98
|
|
|
(175
|
)
|
|
87
|
|
Unrealized gain (loss) on interest rate swaps
|
9
|
|
|
9
|
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
|
9
|
|
Pension and postretirement benefits
|
8
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
(16
|
)
|
|
8
|
|
Total other comprehensive income (loss), net of tax
|
104
|
|
|
104
|
|
|
(2
|
)
|
|
97
|
|
|
(199
|
)
|
|
104
|
|
Total comprehensive income (loss), net of tax
|
449
|
|
|
448
|
|
|
233
|
|
|
333
|
|
|
(1,014
|
)
|
|
449
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
449
|
|
|
448
|
|
|
233
|
|
|
333
|
|
|
(1,014
|
)
|
|
449
|
|
|
As of June 30, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
43
|
|
|
—
|
|
|
139
|
|
|
618
|
|
|
—
|
|
|
800
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
353
|
|
|
745
|
|
|
(141
|
)
|
|
957
|
|
Non-trade receivables, net
|
—
|
|
|
23
|
|
|
1,749
|
|
|
504
|
|
|
(2,099
|
)
|
|
177
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
186
|
|
|
608
|
|
|
(68
|
)
|
|
726
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
87
|
|
|
19
|
|
|
—
|
|
|
106
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
Other assets
|
—
|
|
|
6
|
|
|
19
|
|
|
32
|
|
|
(17
|
)
|
|
40
|
|
Total current assets
|
43
|
|
|
29
|
|
|
2,593
|
|
|
2,526
|
|
|
(2,325
|
)
|
|
2,866
|
|
Investments in affiliates
|
1,707
|
|
|
3,450
|
|
|
1,551
|
|
|
515
|
|
|
(6,467
|
)
|
|
756
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
777
|
|
|
2,488
|
|
|
—
|
|
|
3,265
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
519
|
|
|
26
|
|
|
—
|
|
|
562
|
|
Other assets
|
—
|
|
|
1,862
|
|
|
136
|
|
|
338
|
|
|
(1,946
|
)
|
|
390
|
|
Goodwill
|
—
|
|
|
—
|
|
|
306
|
|
|
450
|
|
|
—
|
|
|
756
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
75
|
|
|
109
|
|
|
—
|
|
|
184
|
|
Total assets
|
1,750
|
|
|
5,358
|
|
|
5,957
|
|
|
6,452
|
|
|
(10,738
|
)
|
|
8,779
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,604
|
|
|
181
|
|
|
112
|
|
|
(1,766
|
)
|
|
131
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
274
|
|
|
555
|
|
|
(141
|
)
|
|
688
|
|
Other liabilities
|
—
|
|
|
39
|
|
|
329
|
|
|
463
|
|
|
(365
|
)
|
|
466
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
18
|
|
|
—
|
|
|
18
|
|
Income taxes payable
|
(30
|
)
|
|
(379
|
)
|
|
424
|
|
|
27
|
|
|
(5
|
)
|
|
37
|
|
Total current liabilities
|
(30
|
)
|
|
1,280
|
|
|
1,192
|
|
|
1,175
|
|
|
(2,277
|
)
|
|
1,340
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,358
|
|
|
828
|
|
|
1,600
|
|
|
(1,941
|
)
|
|
2,845
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
38
|
|
|
92
|
|
|
—
|
|
|
130
|
|
Uncertain tax positions
|
3
|
|
|
2
|
|
|
30
|
|
|
137
|
|
|
—
|
|
|
172
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,250
|
|
|
142
|
|
|
—
|
|
|
1,392
|
|
Other liabilities
|
—
|
|
|
11
|
|
|
104
|
|
|
1,021
|
|
|
(13
|
)
|
|
1,123
|
|
Total noncurrent liabilities
|
3
|
|
|
2,371
|
|
|
2,250
|
|
|
2,992
|
|
|
(1,954
|
)
|
|
5,662
|
|
Total Celanese Corporation stockholders’ equity
|
1,777
|
|
|
1,707
|
|
|
2,515
|
|
|
2,285
|
|
|
(6,507
|
)
|
|
1,777
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,777
|
|
|
1,707
|
|
|
2,515
|
|
|
2,285
|
|
|
(6,507
|
)
|
|
1,777
|
|
Total liabilities and equity
|
1,750
|
|
|
5,358
|
|
|
5,957
|
|
|
6,452
|
|
|
(10,738
|
)
|
|
8,779
|
|
|
As of December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
297
|
|
|
694
|
|
|
(120
|
)
|
|
871
|
|
Non-trade receivables, net
|
—
|
|
|
10
|
|
|
1,651
|
|
|
562
|
|
|
(1,988
|
)
|
|
235
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
187
|
|
|
590
|
|
|
(65
|
)
|
|
712
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
87
|
|
|
17
|
|
|
—
|
|
|
104
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
Other assets
|
—
|
|
|
6
|
|
|
18
|
|
|
45
|
|
|
(34
|
)
|
|
35
|
|
Total current assets
|
—
|
|
|
16
|
|
|
2,437
|
|
|
2,457
|
|
|
(2,207
|
)
|
|
2,703
|
|
Investments in affiliates
|
1,315
|
|
|
2,978
|
|
|
1,530
|
|
|
535
|
|
|
(5,534
|
)
|
|
824
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
735
|
|
|
2,534
|
|
|
—
|
|
|
3,269
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
382
|
|
|
22
|
|
|
—
|
|
|
421
|
|
Other assets
|
—
|
|
|
1,903
|
|
|
132
|
|
|
296
|
|
|
(1,987
|
)
|
|
344
|
|
Goodwill
|
—
|
|
|
—
|
|
|
298
|
|
|
462
|
|
|
—
|
|
|
760
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
128
|
|
|
—
|
|
|
197
|
|
Total assets
|
1,315
|
|
|
4,914
|
|
|
5,583
|
|
|
6,434
|
|
|
(9,728
|
)
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,492
|
|
|
176
|
|
|
131
|
|
|
(1,655
|
)
|
|
144
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
258
|
|
|
535
|
|
|
(120
|
)
|
|
673
|
|
Other liabilities
|
—
|
|
|
63
|
|
|
353
|
|
|
506
|
|
|
(383
|
)
|
|
539
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
17
|
|
|
—
|
|
|
17
|
|
Income taxes payable
|
(29
|
)
|
|
(373
|
)
|
|
384
|
|
|
35
|
|
|
(5
|
)
|
|
12
|
|
Total current liabilities
|
(29
|
)
|
|
1,198
|
|
|
1,155
|
|
|
1,224
|
|
|
(2,163
|
)
|
|
1,385
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,372
|
|
|
834
|
|
|
1,650
|
|
|
(1,983
|
)
|
|
2,873
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
Uncertain tax positions
|
3
|
|
|
16
|
|
|
27
|
|
|
136
|
|
|
—
|
|
|
182
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,346
|
|
|
146
|
|
|
—
|
|
|
1,492
|
|
Other liabilities
|
—
|
|
|
13
|
|
|
99
|
|
|
1,055
|
|
|
(14
|
)
|
|
1,153
|
|
Total noncurrent liabilities
|
3
|
|
|
2,401
|
|
|
2,306
|
|
|
3,079
|
|
|
(1,997
|
)
|
|
5,792
|
|
Total Celanese Corporation stockholders’ equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Total liabilities and equity
|
1,315
|
|
|
4,914
|
|
|
5,583
|
|
|
6,434
|
|
|
(9,728
|
)
|
|
8,518
|
|
|
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
|
(29
|
)
|
|
—
|
|
|
175
|
|
|
256
|
|
|
—
|
|
|
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 Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(34
|
)
|
|
—
|
|
|
(43
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(159
|
)
|
|
—
|
|
|
(283
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
—
|
|
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
(14
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
—
|
|
|
(19
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds and repayments from intercompany financing activities
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
Dividends from subsidiary
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
70
|
|
|
—
|
|
Contributions from parent to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
Series A common stock dividends
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
Net cash provided by (used in) financing activities
|
72
|
|
|
—
|
|
|
(45
|
)
|
|
(23
|
)
|
|
—
|
|
|
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
|
|
|
Six Months Ended June 30, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
—
|
|
|
175
|
|
|
141
|
|
|
—
|
|
|
316
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(88
|
)
|
|
—
|
|
|
(151
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
Deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(21
|
)
|
|
—
|
|
|
(23
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(61
|
)
|
|
—
|
|
|
(133
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(26
|
)
|
|
—
|
|
|
(34
|
)
|
Proceeds from long term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
411
|
|
Repayments of long-term debt
|
—
|
|
|
(525
|
)
|
|
(1
|
)
|
|
(27
|
)
|
|
—
|
|
|
(553
|
)
|
Refinancing costs
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds and repayments from intercompany financing activities
|
—
|
|
|
133
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
Dividends from subsidiary
|
13
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(100
|
)
|
|
126
|
|
|
—
|
|
Contributions from parent to subsidiary
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Series A common stock dividends
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Net cash provided by (used in) financing activities
|
1
|
|
|
—
|
|
|
(57
|
)
|
|
(142
|
)
|
|
—
|
|
|
(198
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
Net increase (decrease) in cash and cash equivalents
|
1
|
|
|
—
|
|
|
46
|
|
|
(46
|
)
|
|
—
|
|
|
1
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
1
|
|
|
—
|
|
|
174
|
|
|
566
|
|
|
—
|
|
|
741
|
|
•
|
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
|
•
|
the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
|
•
|
changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
|
•
|
the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
|
•
|
the ability to maintain plant utilization rates and to implement planned capacity additions and expansions;
|
•
|
the ability to reduce or maintain at their current levels production costs and improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction of facilities;
|
•
|
potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change;
|
•
|
potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate;
|
•
|
changes in currency exchange rates and interest rates;
|
•
|
our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
|
•
|
various other factors, both referenced and not referenced in this Quarterly Report.
|
•
|
We announced plans to construct and operate a methanol production facility at our Clear Lake, Texas acetyl complex which is expected to start up after July 1, 2015. As one of the world's largest producers of acetyl products, we plan to utilize our existing infrastructure to capture the opportunities created by abundant and affordable US natural gas supplies.
|
•
|
We launched the new Sunsation
SM
platform to help food and beverage manufacturers develop low- and no-calorie products that are better tasting and simplify the formulation process to bring products to market faster.
|
•
|
We entered into an agreement to advance the development of fuel ethanol projects with Pertamina, the state-owned energy company of Indonesia. In line with our long-term strategy to develop new and renewable energy capabilities, Pertamina will collaborate exclusively with us to jointly develop synthetic fuel ethanol projects in the Republic of Indonesia utilizing our proprietary TCX
®
ethanol process technology.
|
•
|
We are in process of starting up our technology development unit for ethanol production at our facility in Clear Lake, Texas. The unit will support our continuing development of TCX
®
ethanol process technology for customers in both industrial-grade and fuel ethanol.
|
•
|
We completed the acquisition of certain assets from Ashland Inc., including two product lines, Vinac
®
and Flexbond
®
, which will support the strategic growth of our Emulsions business.
|
•
|
We received key government approvals necessary to proceed with previously announced plans to modify and enhance our existing integrated acetyl facility at the Nanjing Chemical Industrial Park in China to produce ethanol for industrial uses. Based upon continued advancements to our TCX
®
ethanol process technology, we now expect to have approximately 30 to 40 percent additional ethanol production capacity above the originally announced 200,000 tons with no increase in the capital investment for the modification and enhancement. The unit is expected to startup in mid-2013.
|
•
|
Moody's Investors Service and Standard & Poor's Ratings Services both upgraded its outlook for Celanese to "Positive" from "Stable." In raising our outlook, both agencies cited improved operating performance, debt reduction as well as our operational, geographical and product diversity.
|
•
|
We announced that our Board of Directors approved a
25%
increase in our quarterly Series A Common Stock cash dividend. The Board of Directors increased the quarterly dividend rate from
$0.06
to
$0.075
per share of Common Stock on a quarterly basis and
$0.24
to
$0.30
per share of Common Stock on an annual basis. The new dividend rate will be applicable to dividends payable beginning in
August 2012
.
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
1,675
|
|
|
1,753
|
|
|
(78
|
)
|
|
3,308
|
|
|
3,342
|
|
|
(34
|
)
|
Gross profit
|
331
|
|
|
410
|
|
|
(79
|
)
|
|
601
|
|
|
761
|
|
|
(160
|
)
|
Selling, general and administrative expenses
|
(124
|
)
|
|
(140
|
)
|
|
16
|
|
|
(258
|
)
|
|
(268
|
)
|
|
10
|
|
Other (charges) gains, net
|
(3
|
)
|
|
(18
|
)
|
|
15
|
|
|
(3
|
)
|
|
(15
|
)
|
|
12
|
|
Operating profit (loss)
|
164
|
|
|
209
|
|
|
(45
|
)
|
|
262
|
|
|
397
|
|
|
(135
|
)
|
Equity in net earnings of affiliates
|
62
|
|
|
46
|
|
|
16
|
|
|
113
|
|
|
89
|
|
|
24
|
|
Interest expense
|
(45
|
)
|
|
(57
|
)
|
|
12
|
|
|
(90
|
)
|
|
(112
|
)
|
|
22
|
|
Dividend income - cost investments
|
84
|
|
|
79
|
|
|
5
|
|
|
84
|
|
|
79
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
264
|
|
|
280
|
|
|
(16
|
)
|
|
371
|
|
|
460
|
|
|
(89
|
)
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
210
|
|
|
205
|
|
|
5
|
|
|
393
|
|
|
343
|
|
|
50
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
Net earnings (loss)
|
210
|
|
|
203
|
|
|
7
|
|
|
393
|
|
|
345
|
|
|
48
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
75
|
|
|
72
|
|
|
3
|
|
|
149
|
|
|
144
|
|
|
5
|
|
Operating margin
(1)
|
9.8
|
%
|
|
11.9
|
%
|
|
|
|
|
7.9
|
%
|
|
11.9
|
%
|
|
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
800
|
|
|
682
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
131
|
|
|
144
|
|
Long-term debt
|
2,845
|
|
|
2,873
|
|
Total debt
|
2,976
|
|
|
3,017
|
|
|
As of
|
|
As of
|
||
|
June 30,
2012 |
|
December 31, 2011
|
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Trade receivables, net
|
957
|
|
|
871
|
|
Inventories
|
726
|
|
|
712
|
|
Trade payables - third party and affiliates
|
(688
|
)
|
|
(673
|
)
|
Trade working capital
|
995
|
|
|
910
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(unaudited)
|
||||||||||
|
(In $ millions)
|
||||||||||
Employee termination benefits
|
(1
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(13
|
)
|
Ticona Kelsterbach plant relocation
|
(2
|
)
|
|
(16
|
)
|
|
(2
|
)
|
|
(29
|
)
|
Plumbing actions
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Commercial disputes
|
—
|
|
|
2
|
|
|
—
|
|
|
22
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
(3
|
)
|
|
(18
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advanced Engineered Materials
|
323
|
|
|
346
|
|
|
(23
|
)
|
|
640
|
|
|
674
|
|
|
(34
|
)
|
Consumer Specialties
|
327
|
|
|
291
|
|
|
36
|
|
|
591
|
|
|
557
|
|
|
34
|
|
Industrial Specialties
|
327
|
|
|
329
|
|
|
(2
|
)
|
|
636
|
|
|
619
|
|
|
17
|
|
Acetyl Intermediates
|
821
|
|
|
914
|
|
|
(93
|
)
|
|
1,673
|
|
|
1,727
|
|
|
(54
|
)
|
Other Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
Inter-segment eliminations
|
(123
|
)
|
|
(127
|
)
|
|
4
|
|
|
(232
|
)
|
|
(236
|
)
|
|
4
|
|
Total
|
1,675
|
|
|
1,753
|
|
|
(78
|
)
|
|
3,308
|
|
|
3,342
|
|
|
(34
|
)
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(2
|
)
|
|
(16
|
)
|
|
14
|
|
|
(2
|
)
|
|
(29
|
)
|
|
27
|
|
Consumer Specialties
|
4
|
|
|
(3
|
)
|
|
7
|
|
|
3
|
|
|
(4
|
)
|
|
7
|
|
Industrial Specialties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acetyl Intermediates
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
20
|
|
|
(19
|
)
|
Other Activities
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Total
|
(3
|
)
|
|
(18
|
)
|
|
15
|
|
|
(3
|
)
|
|
(15
|
)
|
|
12
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
21
|
|
|
27
|
|
|
(6
|
)
|
|
42
|
|
|
65
|
|
|
(23
|
)
|
Consumer Specialties
|
75
|
|
|
48
|
|
|
27
|
|
|
114
|
|
|
102
|
|
|
12
|
|
Industrial Specialties
|
34
|
|
|
28
|
|
|
6
|
|
|
53
|
|
|
53
|
|
|
—
|
|
Acetyl Intermediates
|
77
|
|
|
152
|
|
|
(75
|
)
|
|
137
|
|
|
264
|
|
|
(127
|
)
|
Other Activities
|
(43
|
)
|
|
(46
|
)
|
|
3
|
|
|
(84
|
)
|
|
(87
|
)
|
|
3
|
|
Total
|
164
|
|
|
209
|
|
|
(45
|
)
|
|
262
|
|
|
397
|
|
|
(135
|
)
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
76
|
|
|
66
|
|
|
10
|
|
|
140
|
|
|
139
|
|
|
1
|
|
Consumer Specialties
|
159
|
|
|
127
|
|
|
32
|
|
|
199
|
|
|
182
|
|
|
17
|
|
Industrial Specialties
|
34
|
|
|
28
|
|
|
6
|
|
|
53
|
|
|
53
|
|
|
—
|
|
Acetyl Intermediates
|
79
|
|
|
154
|
|
|
(75
|
)
|
|
140
|
|
|
268
|
|
|
(128
|
)
|
Other Activities
|
(84
|
)
|
|
(95
|
)
|
|
11
|
|
|
(161
|
)
|
|
(182
|
)
|
|
21
|
|
Total
|
264
|
|
|
280
|
|
|
(16
|
)
|
|
371
|
|
|
460
|
|
|
(89
|
)
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
28
|
|
|
20
|
|
|
8
|
|
|
55
|
|
|
41
|
|
|
14
|
|
Consumer Specialties
|
11
|
|
|
13
|
|
|
(2
|
)
|
|
20
|
|
|
25
|
|
|
(5
|
)
|
Industrial Specialties
|
13
|
|
|
12
|
|
|
1
|
|
|
28
|
|
|
22
|
|
|
6
|
|
Acetyl Intermediates
|
19
|
|
|
25
|
|
|
(6
|
)
|
|
39
|
|
|
50
|
|
|
(11
|
)
|
Other Activities
|
4
|
|
|
2
|
|
|
2
|
|
|
7
|
|
|
6
|
|
|
1
|
|
Total
|
75
|
|
|
72
|
|
|
3
|
|
|
149
|
|
|
144
|
|
|
5
|
|
Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
6.5
|
%
|
|
7.8
|
%
|
|
|
|
6.6
|
%
|
|
9.6
|
%
|
|
|
|
|
Consumer Specialties
|
22.9
|
%
|
|
16.5
|
%
|
|
|
|
19.3
|
%
|
|
18.3
|
%
|
|
|
|
|
Industrial Specialties
|
10.4
|
%
|
|
8.5
|
%
|
|
|
|
8.3
|
%
|
|
8.6
|
%
|
|
|
|
|
Acetyl Intermediates
|
9.4
|
%
|
|
16.6
|
%
|
|
|
|
8.2
|
%
|
|
15.3
|
%
|
|
|
|
|
Total
|
9.8
|
%
|
|
11.9
|
%
|
|
|
|
7.9
|
%
|
|
11.9
|
%
|
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
(4
|
)
|
|
2
|
|
|
(5
|
)
|
|
—
|
|
(7
|
)
|
Consumer Specialties
|
6
|
|
|
7
|
|
|
(1
|
)
|
|
—
|
|
12
|
|
Industrial Specialties
|
5
|
|
|
(1
|
)
|
|
(5
|
)
|
|
—
|
|
(1
|
)
|
Acetyl Intermediates
|
4
|
|
|
(10
|
)
|
|
(4
|
)
|
|
—
|
|
(10
|
)
|
Total Company
|
3
|
|
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
(4
|
)
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
(4
|
)
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
(5
|
)
|
Consumer Specialties
|
—
|
|
|
7
|
|
|
(1
|
)
|
|
—
|
|
6
|
|
Industrial Specialties
|
5
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
3
|
|
Acetyl Intermediates
|
6
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
(3
|
)
|
Total Company
|
3
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
(1
|
)
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
323
|
|
|
346
|
|
|
(23
|
)
|
|
640
|
|
|
674
|
|
|
(34
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
(4
|
)%
|
|
|
|
|
|
|
|
(4
|
)%
|
|
|
|
|
|
|
Price
|
2
|
%
|
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
Currency
|
(5
|
)%
|
|
|
|
|
|
|
|
(3
|
)%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
(16
|
)
|
|
14
|
|
|
(2
|
)
|
|
(29
|
)
|
|
27
|
|
Operating profit (loss)
|
21
|
|
|
27
|
|
|
(6
|
)
|
|
42
|
|
|
65
|
|
|
(23
|
)
|
Operating margin
|
6.5
|
%
|
|
7.8
|
%
|
|
|
|
|
6.6
|
%
|
|
9.6
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
55
|
|
|
39
|
|
|
16
|
|
|
98
|
|
|
73
|
|
|
25
|
|
Earnings (loss) from continuing operations before tax
|
76
|
|
|
66
|
|
|
10
|
|
|
140
|
|
|
139
|
|
|
1
|
|
Depreciation and amortization
|
28
|
|
|
20
|
|
|
8
|
|
|
55
|
|
|
41
|
|
|
14
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
327
|
|
|
291
|
|
|
36
|
|
|
591
|
|
|
557
|
|
|
34
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
6
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Price
|
7
|
%
|
|
|
|
|
|
|
|
7
|
%
|
|
|
|
|
|
|
Currency
|
(1
|
)%
|
|
|
|
|
|
|
|
(1
|
)%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
4
|
|
|
(3
|
)
|
|
7
|
|
|
3
|
|
|
(4
|
)
|
|
7
|
|
Operating profit (loss)
|
75
|
|
|
48
|
|
|
27
|
|
|
114
|
|
|
102
|
|
|
12
|
|
Operating margin
|
22.9
|
%
|
|
16.5
|
%
|
|
|
|
|
19.3
|
%
|
|
18.3
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
Dividend income - cost investments
|
83
|
|
|
78
|
|
|
5
|
|
|
83
|
|
|
78
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
159
|
|
|
127
|
|
|
32
|
|
|
199
|
|
|
182
|
|
|
17
|
|
Depreciation and amortization
|
11
|
|
|
13
|
|
|
(2
|
)
|
|
20
|
|
|
25
|
|
|
(5
|
)
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
327
|
|
|
329
|
|
|
(2
|
)
|
|
636
|
|
|
619
|
|
|
17
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
5
|
%
|
|
|
|
|
|
|
|
5
|
%
|
|
|
|
|
|
|
Price
|
(1
|
)%
|
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
Currency
|
(5
|
)%
|
|
|
|
|
|
|
|
(3
|
)%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
34
|
|
|
28
|
|
|
6
|
|
|
53
|
|
|
53
|
|
|
—
|
|
Operating margin
|
10.4
|
%
|
|
8.5
|
%
|
|
|
|
|
8.3
|
%
|
|
8.6
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
34
|
|
|
28
|
|
|
6
|
|
|
53
|
|
|
53
|
|
|
—
|
|
Depreciation and amortization
|
13
|
|
|
12
|
|
|
1
|
|
|
28
|
|
|
22
|
|
|
6
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
821
|
|
|
914
|
|
|
(93
|
)
|
|
1,673
|
|
|
1,727
|
|
|
(54
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
4
|
%
|
|
|
|
|
|
|
|
6
|
%
|
|
|
|
|
|
|
Price
|
(10
|
)%
|
|
|
|
|
|
|
|
(7
|
)%
|
|
|
|
|
|
|
Currency
|
(4
|
)%
|
|
|
|
|
|
|
|
(2
|
)%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
20
|
|
|
(19
|
)
|
Operating profit (loss)
|
77
|
|
|
152
|
|
|
(75
|
)
|
|
137
|
|
|
264
|
|
|
(127
|
)
|
Operating margin
|
9.4
|
%
|
|
16.6
|
%
|
|
|
|
|
8.2
|
%
|
|
15.3
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
2
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
79
|
|
|
154
|
|
|
(75
|
)
|
|
140
|
|
|
268
|
|
|
(128
|
)
|
Depreciation and amortization
|
19
|
|
|
25
|
|
|
(6
|
)
|
|
39
|
|
|
50
|
|
|
(11
|
)
|
•
|
Net Cash Provided by Operating Activities
|
•
|
Net Cash Used in Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
Senior Notes
|
•
|
Senior Credit Facilities
|
|
As of
|
|
|
June 30, 2012
|
|
|
(unaudited)
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Letters of credit issued
|
74
|
|
Available for borrowing
|
154
|
|
|
As of June 30, 2012
|
|
|||
|
Maximum
|
Estimate
|
Estimate, If Fully Drawn
|
Borrowing Capacity
|
|
|
(unaudited)
|
||||
|
|
|
|
(In $ millions)
|
|
First Lien Senior Secured Leverage Ratios
|
3.90 to 1.00
|
1.08 to 1.00
|
1.53 to 1.00
|
600
|
|
|
Six Months Ended
|
|
Total From
February 2008 Through
|
||||||||
|
June 30,
|
|
|||||||||
|
2012
|
|
2011
|
|
June 30, 2012
|
||||||
|
(unaudited)
|
||||||||||
Shares repurchased
|
636,710
|
|
|
273,753
|
|
|
12,719,518
|
|
|||
Average purchase price per share
|
$
|
45.09
|
|
|
$
|
47.54
|
|
|
$
|
38.13
|
|
Amount spent on repurchased shares (in millions)
|
$
|
28
|
|
|
$
|
13
|
|
|
$
|
485
|
|
Period
|
|
Total Number
of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Program |
|
Approximate Dollar
Value of Shares Remaining that may be Purchased Under the Program (2) |
||||||
(unaudited)
|
||||||||||||||
April 1-30, 2012
|
|
71,712
|
|
(1)
|
$
|
46.60
|
|
|
67,055
|
|
|
$
|
149,000,000
|
|
May 1-31, 2012
|
|
57,574
|
|
|
$
|
43.24
|
|
|
57,574
|
|
|
$
|
147,000,000
|
|
June 1-30, 2012
|
|
67,180
|
|
|
$
|
36.92
|
|
|
67,180
|
|
|
$
|
144,000,000
|
|
Total
|
|
196,466
|
|
|
|
|
191,809
|
|
|
|
(1)
|
Includes 4,657 shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of our Common Stock as follows: February 2008, $400 million, October 2008, $100 million and April 2011, $129 million, for a total authorization of $629 million. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased, and the program does not have an expiration date.
|
3.1
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
3.2
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
|
10.1‡
|
Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
|
10.2*‡
|
Form of Nonqualified Stock Option Award Agreement for Chief Executive Officer.
|
10.3*‡
|
Form of Time-Vesting Restricted Stock Award Agreement for Chief Executive Officer.
|
10.4*‡
|
Form of Performance-Vesting Restricted Stock Unit Award Agreement for Chief Executive Officer.
|
10.5*‡
|
Form of 2012 Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements.
|
10.6*‡
|
Form of Amendment to 2010 and 2011 Nonqualified Stock Option Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements.
|
10.7*‡
|
Form of Amendment to 2010 and 2011 Time-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements.
|
10.8*‡
|
Form of Amendment to 2010 and 2011 Performance-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements.
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
By:
|
/s/ MARK C. ROHR
|
|
By:
|
/s/ STEVEN M. STERIN
|
Number of Common Shares Subject to Option
|
<<# Shares>>
|
Grant Date:
|
<<Grant Date>>
|
Exercise Price Per Share:
|
<<Exercise Price>>
|
Expiration Date:
|
<<Expiration Date>>
|
Vesting Schedule (each date on which a portion of the Option vests and become exercisable, a “Vesting Date”, and each period between the Grant Date and a Vesting Date, a “Vesting Period”)
|
<<Vesting Schedule>>
|
|
CELANESE CORPORATION
|
|
|
|
By: __________________________________________
|
|
<<Name, Title>>
|
|
PARTICIPANT
|
|
|
|
By: __________________________________________
|
|
|
|
Name:
<<Name>>
|
|
Employee ID: <<Personnel Number>>
|
|
|
|
Date: ________________________________________
|
Re:
|
Brokerage Account at Morgan Stanley Smith Barney LLC
|
1.
|
I am a participant in the 2009 Plan, an equity compensation plan of the Issuer whereby I have been granted options to acquire shares of the Common Stock of the Issuer.
|
2.
|
I am familiar with the terms of the 2009 Plan and applicable grant agreement (“Controlling Documents”) with respect to the Shares. I will not give any instructions to the Service Provider regarding the Shares that are not permitted under the Controlling Documents.
|
3.
|
Upon exercise of my option rights, I may from time to time acquire Shares that will be deposited in my Account.
|
4.
|
Under the Controlling Documents, the Shares are subject to return to the Issuer under certain circumstances set forth in the Controlling Documents until a date set forth in the Controlling Documents (the “Restrictions Lapse Date”).
|
5.
|
With respect to Shares I hereby instruct the Service Provider to restrict my ability to sell, exchange, transfer, pledge or otherwise enter into transactions with respect to the Shares prior to the Restrictions Lapse Date.
|
6.
|
The Service Provider may follow any instructions or orders with respect to the Shares given by the Issuer or by a person designated by the Issuer to act on behalf of the Issuer with respect to the Shares (an “Authorized Person”), or a person the Service Provider reasonably believes to be an Authorized Person, including without limitation any instructions regarding the Restrictions Lapse Date and the cancellation, surrender or other transfer of the Shares to the Issuer (“Issuer Instructions”).
|
7.
|
The Service Provider shall be under no obligation to verify the validity of any Issuer Instructions under the Controlling Documents or Issuer's authority to give any Issuer Instructions.
|
8.
|
This letter does not create any obligation of the Service Provider except for those expressly set forth herein. The Service Provider shall have no liability to me for any act or omission by the Service Provider or any of its employees or representatives, taken or omitted in accordance with such Issuer Instructions. In particular, the Service Provider need not investigate whether the Issuer is entitled under the Controlling Documents to give Issuer Instructions.
|
9.
|
I agree to indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective successors, officers, directors, employees and assigns, from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including attorneys' fees and disbursements) and damages arising out of or in connection with any act or omission of the Service Provider taken in good faith in reliance on the instructions set forth herein or any instruction from me or any Authorized Person.
|
10.
|
The Service Provider may provide information to the Issuer or any Authorized Person with respect to the Account and the Shares.
|
11.
|
These instructions shall continue in effect with respect to Shares until the earlier to occur of (a) the Restrictions Lapse Date or (b) receipt by the Service Provider of written notice by an Authorized Person instructing the Service Provider to accelerate the Restrictions Lapse Date.
|
12.
|
The Service Provider may cease to follow the instructions and undertaking set forth in this letter by delivering thirty days prior written notice (a) to me and (b) to the Issuer or an Authorized Person.
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
<<Name>>
|
|
|
Account Owner
|
|
CELANESE CORPORATION
|
|
|
|
By: __________________________________________
|
|
<<Name, Title>>
|
|
PARTICIPANT
|
|
|
|
By: __________________________________________
|
|
|
|
Name:
<<Name>>
|
|
Employee ID: <<Personnel Number>>
|
|
|
|
Date: ________________________________________
|
|
CELANESE CORPORATION
|
|
|
|
By: __________________________________________
|
|
<<Name, Title>>
|
|
PARTICIPANT
|
|
|
|
By: __________________________________________
|
|
|
|
Name:
<<Name>>
|
|
Employee ID: <<Personnel Number>>
|
|
|
|
Date: ________________________________________
|
Name of Participant:
|
<<NAME>>
|
||
Grant Date:
|
<<Grant Date>>
|
||
|
Threshold
(1)
|
Target
|
Maximum
|
Performance RSUs subject to the Award:
|
<Threshold Units>
|
<Target Units>
|
<Max Units>
|
|
|
Relative TSR
|
||
|
|
Below Threshold
|
Target
|
Stretch
|
Operating EBITDA
|
Below Threshold
|
0%
|
0%
|
0%
|
Threshold
|
25%
|
50%
|
75%
|
|
Target
|
50%
|
100%
|
150%
|
|
Stretch
|
75%
|
150%
|
225%
|
Measurement Period
|
Period
Weight
|
Operating EBITDA
Performance Goal / Range (Millions)
|
Operating EBITDA Performance Percentage Range
(1)
|
||||
Threshold
|
Target
|
Stretch
|
Threshold
|
Target
|
Stretch
|
||
1/1/2012 to 12/31/2012
|
40%
|
|
|
|
20%
|
40%
|
60%
|
1/1/2013 to 12/31/2013
|
40%
|
|
|
|
20%
|
40%
|
60%
|
1/1/2012 to 12/31/2013
|
20%
|
|
|
|
10%
|
20%
|
30%
|
|
100%
|
|
|
|
50%
|
100%
|
150%
|
1.
|
The Operating EBITDA performance percentage for each measurement period shall be calculated by straight-line interpolation for results achieved between Threshold and Target, or for results achieved between Target and Stretch;
|
2.
|
For each measurement period, the result of step 1 (a percentage) shall be multiplied by the Target number of Performance RSUs;
|
3.
|
The results of step 2 for each measurement period shall be added together to determine the total number of Operating EBITDA adjusted RSUs (“Adjusted RSUs”).
|
A.
|
Calculating the Award Adjustment based on the Relative TSR Results Achieved
|
|
TSR Performance Percentile
|
TSR Payout Level
|
Threshold
|
20
th
or below
|
50%
|
Target
|
50
th
|
100%
|
Stretch
|
80
th
or above
|
150%
|
1.
|
Calculate Total Shareholder Return for each company in the Peer Group (as set forth on
Appendix B
) for the TSR Performance Period and rank such companies from lowest to highest as measured by TSR.
|
2.
|
Determine the Threshold, Target and Stretch Performance Levels for the Peer Group (excluding the Company) using a rank-based methodology as follows:
|
3.
|
Determine the Company's rank against the Peer Group TSR performance results:
|
a.
|
if the Company's TSR performance achieved is between Threshold and Target
:
|
b.
|
if the Company's TSR performance achieved is between Target and Stretch
:
|
4.
|
Multiply the percentage resulting from step 3 above by the number of Adjusted RSUs to calculate the number of Performance RSUs that shall vest (rounded to the nearest whole unit) and become vested.
|
|
Company
|
Ticker
|
|
Company
|
Ticker
|
||
1
|
|
A. Schulman, Inc.
|
SHLM
|
18
|
|
Huntsman Corporation
|
HUN
|
2
|
|
Air Products & Chemicals Inc.
|
APD
|
19
|
|
International Flavors & Fragrances Inc.
|
IFF
|
3
|
|
Airgas Inc.
|
ARG
|
20
|
|
LyondellBasell Industries
|
LYB
|
4
|
|
Albermarle Corp.
|
ALB
|
21
|
|
Minerals Technologies Inc.
|
MTX
|
5
|
|
Ashland Inc.
|
ASH
|
22
|
|
Mosaic Co.
|
MOS
|
6
|
|
Avery Dennison Corp.
|
AVY
|
23
|
|
NewMarket Corp.
|
NEU
|
7
|
|
Cabot Corp.
|
CBT
|
24
|
|
Olin Corp.
|
OLN
|
8
|
|
Calgon Carbon Corp.
|
CCC
|
25
|
|
OM Group Inc.
|
OMG
|
9
|
|
CF Industries Holdings Inc.
|
CF
|
26
|
|
PPG Industries Inc.
|
PPG
|
10
|
|
Chemtura Corp.
|
CHMT
|
27
|
|
Polypore International Inc.
|
PPO
|
11
|
|
Cytec Industries Inc.
|
CYT
|
28
|
|
Praxair Inc.
|
PX
|
12
|
|
Dow Chemical Co.
|
DOW
|
29
|
|
Rockwood Holdings Inc.
|
ROC
|
13
|
|
E. I. DuPont de Nemours & Co.
|
DD
|
30
|
|
RPM International Inc.
|
RPM
|
14
|
|
Eastman Chemical Co.
|
EMN
|
31
|
|
Sensient Technologies Corp.
|
SXT
|
15
|
|
Ecolab Inc.
|
ECL
|
32
|
|
Sigma-Aldrich Corp.
|
SIAL
|
16
|
|
FMC Corp.
|
FMC
|
33
|
|
Solutia Inc.
|
SOA
|
17
|
|
H. B. Fuller Co.
|
FUL
|
34
|
|
W. R. Grace & Co.
|
GRA
|
|
EXECUTIVE:
|
Celanese Corporation:
|
|
|
|
|
|
|
By: ____________________________________
|
By: ___________________________________
|
|
|
<<NAME>>
|
|
|
|
Employee ID: <<Personnel Number>>
|
|
|
|
|
|
|
|
Date:___________________________________
|
Date:__________________________________
|
|
1.
|
Last Day of Employment (Separation Date)
. The last day of employment with the Company is [Insert Date] (the “Separation Date”).
|
2.
|
Consideration
. In consideration for signing this Release and compliance with the promises made herein, Company and Executive agree:
|
3.
|
No Consideration Absent Execution of this Agreement
. Executive understands and agrees that he/she would not receive the consideration specified in Paragraph “2” above, unless the Executive signs this Agreement and General Release on the signature page without having revoked this Release pursuant to paragraph 14 below and the fulfillment of the promises contained herein.
|
4.
|
General Release of Claims
. Executive knowingly and voluntarily releases and forever discharges the Company and its Affiliates, together with its predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively, the “Released Parties”), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have as of the date of execution of this Release to the full extent permitted by law, in all countries and jurisdictions in which the Released Parties conduct their respective business, including but not limited to the United States of America. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that the terms and conditions of any Long-Term Incentive Awards shall continue to be governed by the applicable Long-Term Incentive Award Agreements and shall not be affected by this Release.
|
5.
|
Executive acknowledges and agrees that he/she has been paid all amounts owed to Executive as compensation, whether in the form of salary, bonus, equity compensation, benefits or otherwise. The release in Section 4 of this Release includes, but is not limited to, any alleged violation of the following, as may be amended or in effect:
|
•
|
Title VII of the Civil Rights Act of 1964;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code;
|
•
|
The Employee Retirement Income Security Act of 1974;
|
•
|
The Immigration Reform and Control Act;
|
•
|
The Family and Medical Leave Act;
|
•
|
The Americans with Disabilities Act of 1990;
|
•
|
The Age Discrimination in Employment Act of 1967;
|
•
|
The Workers Adjustment and Retraining Notification Act;
|
•
|
The Occupational Safety and Health Act;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Texas Commission on Human Rights Act;
|
•
|
The Texas Minimum Wage Law;
|
•
|
Equal Pay Law for Texas; and
|
•
|
The Vocational Rehabilitation Act.
|
6.
|
Affirmations
. Executive affirms that he/she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Released Parties in any forum or form, provided that this Release shall not affect the rights or responsibilities of the Equal Employment Opportunity Commission, or any other federal, state, or local authority with similar responsibilities (collectively, the “Commission”) to enforce any employment discrimination law, and that this Release shall not shall affect the right of Executive to file a charge of discrimination with the Commission or participate in any investigation. However, Executive waives any right to participate in any payment or benefit arising from any such charge, claim, or investigation.
|
7.
|
Governing Law and Interpretation
. This Release shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event the Executive or Company breaches any provision of this Release, Executive and Company affirm that either may institute an action to specifically enforce any term or terms of this Release. Should any provision of this Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.
|
8.
|
Non-admission of Wrongdoing
. The parties agree that neither this Release nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Company of any liability or unlawful conduct of any kind.
|
9.
|
Neutral Reference.
If contacted by another organization, the Company will only provide dates of employment and position.
|
10.
|
Non
-
Disparagement.
Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers and managers. Likewise the Company's senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, his reputation and/or his business.
|
11.
|
Future Cooperation after Separation Date.
After separation,
Executive agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after separation of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Executive for reasonable time and expenses in connection with any future cooperation after the separation date. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the Executive within thirty (30) days of remittance by Executive to the Company of
|
12.
|
Injunctive Relief.
Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by him/her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he/she agrees that in the event of a breach, or threatened breach by him/her of this Agreement the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity.
|
13.
|
Review Period
. Executive is hereby advised he/she has until [Insert Date], twenty-one (21) calendar days, to review this Release and to consult with an attorney prior to execution of this Release. Executive agrees that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
|
14.
|
Revocation Period and Effective Date
.
In the event that Executive elects to sign and return to the Company a copy of this Agreement, he/she has a period of seven (7) days (the “Revocation Period”) following the date of such execution to revoke this Release, after which time this agreement will become effective (the “Effective Date”) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after the Executive signs this Release at which time the Revocation Period shall expire.
|
15.
|
Amendment
. This Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Release.
|
16.
|
Entire Agreement
. This Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to the Executive. Executive acknowledges that he/she has not relied on any representations, promises, or agreements of any kind made to him/her in connection with his/her decision to accept this Release, except for those set forth in this Release.
|
17.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN SECTION 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST COMPANY.
|
|
EXECUTIVE:
|
Celanese Corporation:
|
|
|
|
|
|
|
By: _________________________________
|
By: _________________________________
|
|
|
|
|
|
|
Date: ___________________________
|
Date: ________________________________
|
|
|
PARTICIPANT:
|
Celanese Corporation:
|
|
|
|
|
|
|
By: _________________________________
|
By: _________________________________
|
|
|
<<NAME>>
|
Mark C. Rohr
|
|
|
Executive ID: <<Personnel Number>>
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date: ________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT:
|
Celanese Corporation:
|
|
|
|
|
|
|
By: _________________________________
|
By: _________________________________
|
|
|
<<NAME>>
|
Mark C. Rohr
|
|
|
Executive ID: <<Personnel Number>>
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date: ________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT:
|
Celanese Corporation:
|
|
|
|
|
|
|
By: _________________________________
|
By: _________________________________
|
|
|
<<NAME>>
|
Mark C. Rohr
|
|
|
Executive ID: <<Personnel Number>>
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
Date: ________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: July 25, 2012
|
|
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: July 25, 2012
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: July 25, 2012
|
|
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: July 25, 2012
|