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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2014
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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98-0420726
(I.R.S. Employer
Identification No.)
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222 W. Las Colinas Blvd., Suite 900N
Irving, TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Page
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2014
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2013
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2014
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2013
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||||
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(In $ millions, except share and per share data)
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||||||||||
Net sales
|
1,769
|
|
|
1,653
|
|
|
3,474
|
|
|
3,258
|
|
Cost of sales
|
(1,361
|
)
|
|
(1,334
|
)
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(2,688
|
)
|
|
(2,606
|
)
|
Gross profit
|
408
|
|
|
319
|
|
|
786
|
|
|
652
|
|
Selling, general and administrative expenses
|
(119
|
)
|
|
(113
|
)
|
|
(223
|
)
|
|
(219
|
)
|
Amortization of intangible assets
|
(5
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(20
|
)
|
Research and development expenses
|
(24
|
)
|
|
(23
|
)
|
|
(46
|
)
|
|
(49
|
)
|
Other (charges) gains, net
|
2
|
|
|
(3
|
)
|
|
1
|
|
|
(7
|
)
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
Operating profit (loss)
|
259
|
|
|
169
|
|
|
502
|
|
|
353
|
|
Equity in net earnings (loss) of affiliates
|
101
|
|
|
55
|
|
|
141
|
|
|
109
|
|
Interest expense
|
(40
|
)
|
|
(44
|
)
|
|
(79
|
)
|
|
(87
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
Dividend income - cost investments
|
29
|
|
|
23
|
|
|
58
|
|
|
47
|
|
Other income (expense), net
|
1
|
|
|
4
|
|
|
1
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
352
|
|
|
208
|
|
|
625
|
|
|
426
|
|
Income tax (provision) benefit
|
(94
|
)
|
|
(75
|
)
|
|
(172
|
)
|
|
(152
|
)
|
Earnings (loss) from continuing operations
|
258
|
|
|
133
|
|
|
453
|
|
|
274
|
|
Earnings (loss) from operation of discontinued operations
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
258
|
|
|
133
|
|
|
453
|
|
|
275
|
|
Net (earnings) loss attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
259
|
|
|
133
|
|
|
455
|
|
|
275
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
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Earnings (loss) from continuing operations
|
259
|
|
|
133
|
|
|
455
|
|
|
274
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
259
|
|
|
133
|
|
|
455
|
|
|
275
|
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Earnings (loss) per common share - basic
|
|
|
|
|
|
|
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Continuing operations
|
1.66
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|
0.83
|
|
|
2.91
|
|
|
1.71
|
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Discontinued operations
|
—
|
|
|
—
|
|
|
—
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|
|
0.01
|
|
Net earnings (loss) - basic
|
1.66
|
|
|
0.83
|
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|
2.91
|
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|
1.72
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Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
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Continuing operations
|
1.66
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|
0.83
|
|
|
2.91
|
|
|
1.71
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Discontinued operations
|
—
|
|
|
—
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|
|
—
|
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|
0.01
|
|
Net earnings (loss) - diluted
|
1.66
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0.83
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2.91
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1.72
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Weighted average shares - basic
|
155,751,779
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159,676,462
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156,124,714
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159,679,408
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Weighted average shares - diluted
|
156,054,232
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160,142,156
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156,424,665
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160,138,959
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||
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2014
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|
2013
|
|
2014
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|
2013
|
||||
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(In $ millions)
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||||||||||
Net earnings (loss)
|
258
|
|
|
133
|
|
|
453
|
|
|
275
|
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Other comprehensive income (loss), net of tax
|
|
|
|
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|
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Unrealized gain (loss) on marketable securities
|
—
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|
|
—
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|
|
—
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|
|
—
|
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Foreign currency translation
|
(22
|
)
|
|
26
|
|
|
(17
|
)
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|
(5
|
)
|
Gain (loss) from cash flow hedges
|
(3
|
)
|
|
2
|
|
|
(6
|
)
|
|
3
|
|
Pension and postretirement benefits
|
(14
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
(39
|
)
|
|
28
|
|
|
(49
|
)
|
|
(2
|
)
|
Total comprehensive income (loss), net of tax
|
219
|
|
|
161
|
|
|
404
|
|
|
273
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
220
|
|
|
161
|
|
|
406
|
|
|
273
|
|
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Six Months Ended
June 30, 2014 |
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Shares
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Amount
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(In $ millions, except share data)
|
||||
Series A Common Stock
|
|
|
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Balance as of the beginning of the period
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156,939,828
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|
|
—
|
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Stock option exercises
|
150,368
|
|
|
—
|
|
Purchases of treasury stock
|
(1,870,297
|
)
|
|
—
|
|
Stock awards
|
20,650
|
|
|
—
|
|
Balance as of the end of the period
|
155,240,549
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
Balance as of the beginning of the period
|
8,928,137
|
|
|
(361
|
)
|
Purchases of treasury stock, including related fees
|
1,870,297
|
|
|
(103
|
)
|
Balance as of the end of the period
|
10,798,434
|
|
|
(464
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
53
|
|
Stock-based compensation, net of tax
|
|
|
|
17
|
|
Stock option exercises, net of tax
|
|
|
|
3
|
|
Balance as of the end of the period
|
|
|
|
73
|
|
Retained Earnings
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
3,011
|
|
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
455
|
|
Series A common stock dividends
|
|
|
|
(67
|
)
|
Balance as of the end of the period
|
|
|
|
3,399
|
|
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
(4
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
(49
|
)
|
Balance as of the end of the period
|
|
|
|
(53
|
)
|
Total Celanese Corporation stockholders’ equity
|
|
|
|
2,955
|
|
Noncontrolling Interests
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
—
|
|
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
(2
|
)
|
Contributions from noncontrolling interests
|
|
|
148
|
|
|
Balance as of the end of the period
|
|
|
|
146
|
|
Total equity
|
|
|
|
3,101
|
|
|
Six Months Ended
June 30, |
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
|
|
Net earnings (loss)
|
453
|
|
|
275
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(22
|
)
|
|
(9
|
)
|
Depreciation, amortization and accretion
|
151
|
|
|
158
|
|
Pension and postretirement net periodic benefit cost
|
(55
|
)
|
|
(10
|
)
|
Pension and postretirement contributions
|
(62
|
)
|
|
(33
|
)
|
Deferred income taxes, net
|
(9
|
)
|
|
(6
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
4
|
|
|
1
|
|
Refinancing expense
|
—
|
|
|
—
|
|
Other, net
|
(5
|
)
|
|
—
|
|
Operating cash provided by (used in) discontinued operations
|
(1
|
)
|
|
(5
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(175
|
)
|
|
(104
|
)
|
Inventories
|
(15
|
)
|
|
(29
|
)
|
Other assets
|
25
|
|
|
(55
|
)
|
Trade payables - third party and affiliates
|
55
|
|
|
72
|
|
Other liabilities
|
73
|
|
|
121
|
|
Net cash provided by (used in) operating activities
|
417
|
|
|
376
|
|
Investing Activities
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(130
|
)
|
|
(128
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
12
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
(6
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
(143
|
)
|
|
(21
|
)
|
Other, net
|
(10
|
)
|
|
(34
|
)
|
Net cash provided by (used in) investing activities
|
(283
|
)
|
|
(177
|
)
|
Financing Activities
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
1
|
|
|
(11
|
)
|
Proceeds from short-term debt
|
25
|
|
|
27
|
|
Repayments of short-term debt
|
(43
|
)
|
|
(24
|
)
|
Proceeds from long-term debt
|
—
|
|
|
50
|
|
Repayments of long-term debt
|
(13
|
)
|
|
(62
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(103
|
)
|
|
(6
|
)
|
Stock option exercises
|
3
|
|
|
3
|
|
Series A common stock dividends
|
(67
|
)
|
|
(26
|
)
|
Contributions from noncontrolling interests
|
148
|
|
|
—
|
|
Other, net
|
(1
|
)
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(50
|
)
|
|
(49
|
)
|
Exchange rate effects on cash and cash equivalents
|
(4
|
)
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
80
|
|
|
148
|
|
Cash and cash equivalents as of beginning of period
|
984
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
1,064
|
|
|
1,107
|
|
•
|
Roussillon, France
|
•
|
Tarragona, Spain
|
|
As of
June 30, 2014 |
|
|
(In $ millions)
|
|
Cash and cash equivalents
|
44
|
|
Property, plant and equipment
|
252
|
|
Other assets
|
24
|
|
Total assets
(1)
|
320
|
|
|
|
|
Current liabilities
|
28
|
|
Total liabilities
(2)
|
28
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Represents amounts owed by Fairway for reimbursement of expenditures.
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
|
(In $ millions)
|
||
Property, plant and equipment, net
|
102
|
|
111
|
|
|
|
|
Trade payables
|
54
|
|
56
|
Current installments of long-term debt
|
9
|
|
8
|
Long-term debt
|
128
|
|
136
|
Total liabilities
|
191
|
|
200
|
|
|
|
|
Maximum exposure to loss
|
309
|
|
318
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Amortized cost
|
39
|
|
|
41
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
39
|
|
|
41
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Finished goods
|
600
|
|
|
571
|
|
Work-in-process
|
52
|
|
|
59
|
|
Raw materials and supplies
|
164
|
|
|
174
|
|
Total
|
816
|
|
|
804
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Exchange rate changes
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
As of June 30, 2014
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
302
|
|
|
253
|
|
|
43
|
|
|
196
|
|
|
794
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
302
|
|
|
253
|
|
|
43
|
|
|
196
|
|
|
794
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
33
|
|
|
544
|
|
|
30
|
|
|
39
|
|
|
646
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
(1)
|
Exchange rate changes
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
As of June 30, 2014
|
32
|
|
|
540
|
|
|
30
|
|
|
49
|
|
|
651
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2013
|
(20
|
)
|
|
(521
|
)
|
|
(21
|
)
|
|
(25
|
)
|
|
(587
|
)
|
|
Amortization
|
(2
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
Exchange rate changes
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
As of June 30, 2014
|
(22
|
)
|
|
(524
|
)
|
|
(22
|
)
|
|
(26
|
)
|
|
(594
|
)
|
|
Net book value
|
10
|
|
|
16
|
|
|
8
|
|
|
23
|
|
|
57
|
|
|
(1)
|
Primarily represents intangible assets acquired related to Fairway with a weighted average amortization period of
27 years
(
Note 4
).
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
As of December 31, 2013
|
83
|
|
Acquisitions
|
—
|
|
Accumulated impairment losses
|
—
|
|
Exchange rate changes
|
—
|
|
As of June 30, 2014
|
83
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
18
|
|
|
29
|
|
Current portion of benefit obligations
|
47
|
|
|
78
|
|
Customer rebates
|
38
|
|
|
48
|
|
Derivatives (
Note 16
)
|
7
|
|
|
12
|
|
Environmental (
Note 12
)
|
26
|
|
|
30
|
|
Insurance
|
10
|
|
|
14
|
|
Interest
|
24
|
|
|
24
|
|
Restructuring (
Note 14
)
|
39
|
|
|
60
|
|
Salaries and benefits
|
94
|
|
|
96
|
|
Sales and use tax/foreign withholding tax payable
|
14
|
|
|
12
|
|
Uncertain tax positions
|
64
|
|
|
64
|
|
Other
|
91
|
|
|
74
|
|
Total
|
472
|
|
|
541
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
19
|
|
|
18
|
|
Deferred proceeds
|
52
|
|
|
53
|
|
Deferred revenue
|
26
|
|
|
28
|
|
Derivatives (
Note 16
)
|
6
|
|
|
3
|
|
Environmental (
Note 12
)
|
66
|
|
|
67
|
|
Income taxes payable
|
21
|
|
|
20
|
|
Insurance
|
55
|
|
|
50
|
|
Restructuring (
Note 14
)
|
1
|
|
|
2
|
|
Other
|
52
|
|
|
46
|
|
Total
|
298
|
|
|
287
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
23
|
|
|
24
|
|
Short-term borrowings, including amounts due to affiliates
|
100
|
|
|
103
|
|
Accounts receivable securitization facility
|
35
|
|
|
50
|
|
Total
|
158
|
|
|
177
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C-2 loan due 2016
|
971
|
|
|
978
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
500
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 5.7% to 6.7%
|
169
|
|
|
169
|
|
Obligations under capital leases due at various dates through 2054
|
263
|
|
|
264
|
|
Subtotal
|
2,903
|
|
|
2,911
|
|
Current installments of long-term debt
|
(23
|
)
|
|
(24
|
)
|
Total
|
2,880
|
|
|
2,887
|
|
As of June 30, 2014
|
||||
Maximum
|
|
Estimate
|
|
Estimate, If Fully Drawn
|
3.90
|
|
0.75
|
|
1.18
|
|
As of
June 30, 2014 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
35
|
|
Letters of credit issued
|
79
|
|
Available for borrowing
|
21
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits |
|
Pension
Benefits
|
|
Post-retirement
Benefits |
||||||||
|
(In $ millions)
|
|
(In $ millions)
|
||||||||||||||||||||
Service cost
|
3
|
|
|
1
|
|
|
8
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
17
|
|
|
2
|
|
Interest cost
|
43
|
|
|
—
|
|
|
38
|
|
|
3
|
|
|
85
|
|
|
2
|
|
|
77
|
|
|
5
|
|
Expected return on plan assets
|
(54
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
Amortization of prior service cost (credit), net
|
—
|
|
|
(22
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
1
|
|
|
—
|
|
Total
|
(8
|
)
|
|
(21
|
)
|
|
(9
|
)
|
|
4
|
|
|
(17
|
)
|
|
(38
|
)
|
|
(17
|
)
|
|
7
|
|
|
As of
June 30, 2014 |
|
Total
Expected
2014
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
12
|
|
|
47
|
|
Benefit payments to nonqualified pension plans
|
11
|
|
|
22
|
|
Benefit payments to other postretirement benefit plans
|
39
|
|
|
54
|
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
|
(In percentages)
|
|
(In $ per share)
|
|
|
||
April 2013
|
20
|
|
0.09
|
|
0.36
|
|
May 2013
|
July 2013
|
100
|
|
0.18
|
|
0.72
|
|
August 2013
|
April 2014
|
39
|
|
0.25
|
|
1.00
|
|
May 2014
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
As of June 30, 2014
|
1,065
|
|
|
Six Months Ended
June 30, |
|
Total From
February 2008 Through June 30, 2014 |
|
||||||||
|
2014
|
|
2013
|
|
|
|||||||
Shares repurchased
|
1,870,297
|
|
|
137,692
|
|
(1)
|
18,199,004
|
|
(2)
|
|||
Average purchase price per share
|
$
|
55.13
|
|
|
$
|
46.24
|
|
|
$
|
42.21
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
103
|
|
|
$
|
6
|
|
|
$
|
768
|
|
|
(1)
|
Excludes
6,021
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock awards are considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
(2)
|
Excludes
11,844
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock awards are considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
Three Months Ended June 30,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
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
|
(12
|
)
|
|
(10
|
)
|
|
(22
|
)
|
|
28
|
|
|
(2
|
)
|
|
26
|
|
Gain (loss) from cash flow hedges
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
(1)
|
(1
|
)
|
|
2
|
|
Pension and postretirement benefits
|
(22
|
)
|
|
8
|
|
|
(14
|
)
|
|
—
|
|
(2)
|
—
|
|
|
—
|
|
Total
|
(37
|
)
|
|
(2
|
)
|
|
(39
|
)
|
|
31
|
|
|
(3
|
)
|
|
28
|
|
(1)
|
Amount includes
$1 million
of losses associated with the Company's equity method investments' derivative activity.
|
(2)
|
Amount includes amortization of actuarial gains of
$1 million
related to the Company's equity method investments' pension plans.
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
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
|
(15
|
)
|
|
(2
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
Gain (loss) from cash flow hedges
|
(3
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
5
|
|
(1)
|
(2
|
)
|
|
3
|
|
Pension and postretirement benefits
|
(41
|
)
|
|
15
|
|
|
(26
|
)
|
|
—
|
|
(2)
|
—
|
|
|
—
|
|
Total
|
(59
|
)
|
|
10
|
|
|
(49
|
)
|
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
(1)
|
Amount includes
$1 million
of losses associated with the Company's equity method investments' derivative activity.
|
(2)
|
Amount includes amortization of actuarial gains of
$1 million
related to the Company's equity method investments' pension plans.
|
|
Unrealized
Gain (Loss)
on
Marketable
Securities
(
Note 5
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
from Cash
Flow
Hedges
(
Note 16
)
|
|
Pension
and
Postretire-
ment
Benefits
(
Note 11
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2013
|
—
|
|
|
(3
|
)
|
|
(44
|
)
|
|
43
|
|
|
(4
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
(15
|
)
|
|
(5
|
)
|
|
—
|
|
|
(20
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
2
|
|
|
(41
|
)
|
|
(39
|
)
|
Income tax (provision) benefit
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
15
|
|
|
10
|
|
As of June 30, 2014
|
—
|
|
|
(20
|
)
|
|
(50
|
)
|
|
17
|
|
|
(53
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(In $ millions)
|
||||||||||
Employee termination benefits
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
Kelsterbach plant relocation
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
Plant/office closures
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Other
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Total
|
2
|
|
|
(3
|
)
|
|
1
|
|
|
(7
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
4
|
|
|
3
|
|
|
2
|
|
|
16
|
|
|
4
|
|
|
29
|
|
Additions
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
Cash payments
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(13
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of June 30, 2014
|
4
|
|
|
3
|
|
|
1
|
|
|
8
|
|
|
3
|
|
|
19
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of June 30, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
Total
|
4
|
|
|
3
|
|
|
1
|
|
|
29
|
|
|
3
|
|
|
40
|
|
As of June 30, 2014
|
||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
(1)
|
(In $ millions)
|
|
|
|
|
|
(In percentages)
|
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 10
).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 10
).
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Total
|
748
|
|
|
869
|
|
|
Three Months Ended June 30,
|
|
||||||||||
|
2014
|
|
2013
|
|
||||||||
|
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)
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
(1
|
)
|
(1)
|
(2
|
)
|
(3)
|
1
|
|
(6)
|
(3
|
)
|
(3)
|
Cross-currency swap
|
(4
|
)
|
(2)
|
3
|
|
(4)
|
—
|
|
|
—
|
|
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
(5)
|
—
|
|
|
(7
|
)
|
(5)
|
Total
|
(5
|
)
|
|
(2
|
)
|
|
1
|
|
|
(10
|
)
|
|
(1)
|
Excludes
$1 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Excludes
$1 million
of
tax benefit recognized in Other comprehensive income (loss).
|
(3)
|
Reclassified from Accumulated other comprehensive income (loss), net to Interest income (expense) in the unaudited interim consolidated statements of operations.
|
(4)
|
Included in Other income (expense), net 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.
|
(6)
|
Excludes
$1 million
of losses associated with the Company's equity method investments' derivative activity and
$1 million
of tax expense recognized in Other comprehensive income (loss).
|
|
Six Months Ended June 30,
|
|
||||||||||
|
2014
|
|
2013
|
|
||||||||
|
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)
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
(1
|
)
|
(1)
|
(2
|
)
|
(3)
|
1
|
|
(6)
|
(5
|
)
|
(3)
|
Cross-currency swap
|
(4
|
)
|
(2)
|
3
|
|
(4)
|
—
|
|
|
—
|
|
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forwards and swaps
|
—
|
|
|
(5
|
)
|
(5)
|
—
|
|
|
(4
|
)
|
(5)
|
Total
|
(5
|
)
|
|
(4
|
)
|
|
1
|
|
|
(9
|
)
|
|
(1)
|
Excludes
$4 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Excludes
$1 million
of tax benefit recognized in Other comprehensive income (loss).
|
(3)
|
Reclassified from Accumulated other comprehensive income (loss), net to Interest income (expense) in the unaudited interim consolidated statements of operations.
|
(4)
|
Included in Other income (expense), net 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.
|
(6)
|
Excludes
$1 million
of losses associated with the Company's equity method investments' derivative activity and
$2 million
of tax expense recognized in Other comprehensive income (loss).
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
6
|
|
|
1
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
6
|
|
|
1
|
|
Gross amount not offset in the consolidated balance sheets
|
2
|
|
|
1
|
|
Net amount
|
4
|
|
|
—
|
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
13
|
|
|
16
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
13
|
|
|
15
|
|
Gross amount not offset in the consolidated balance sheets
|
2
|
|
|
1
|
|
Net amount
|
11
|
|
|
14
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Three Months Ended June 30, 2014
|
|
|||||||||||||||||||
Net sales
|
389
|
|
|
289
|
|
(1)
|
333
|
|
|
901
|
|
(1)
|
—
|
|
|
(143
|
)
|
|
1,769
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
Operating profit (loss)
|
56
|
|
|
80
|
|
|
24
|
|
|
142
|
|
|
(43
|
)
|
|
—
|
|
|
259
|
|
|
Equity in net earnings (loss) of affiliates
|
45
|
|
|
7
|
|
|
—
|
|
|
14
|
|
|
35
|
|
|
—
|
|
|
101
|
|
|
Depreciation and amortization
|
27
|
|
|
10
|
|
|
12
|
|
|
19
|
|
|
4
|
|
|
—
|
|
|
72
|
|
|
Capital expenditures
|
11
|
|
|
22
|
|
|
6
|
|
|
90
|
|
|
2
|
|
|
—
|
|
|
131
|
|
(2)
|
|
Three Months Ended June 30, 2013
|
|
|||||||||||||||||||
Net sales
|
352
|
|
|
314
|
|
(1)
|
295
|
|
|
809
|
|
(1)
|
—
|
|
|
(117
|
)
|
|
1,653
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
Operating profit (loss)
|
39
|
|
|
83
|
|
|
18
|
|
|
55
|
|
|
(26
|
)
|
|
—
|
|
|
169
|
|
|
Equity in net earnings (loss) of affiliates
|
45
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
55
|
|
|
Depreciation and amortization
|
27
|
|
|
10
|
|
|
12
|
|
|
22
|
|
|
4
|
|
|
—
|
|
|
75
|
|
|
Capital expenditures
|
13
|
|
|
29
|
|
|
6
|
|
|
42
|
|
|
3
|
|
|
—
|
|
|
93
|
|
(3)
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$143 million
and
$0 million
, respectively, for the
three months ended
June 30, 2014
and
$116 million
and
$1 million
, respectively, for the
three months ended
June 30, 2013
.
|
(2)
|
Includes an increase in accrued capital expenditures of
$6 million
for the
three months ended
June 30, 2014
.
|
(3)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany and includes an increase in accrued capital expenditures of
$18 million
for the
three months ended
June 30, 2013
.
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||||
|
Six Months Ended June 30, 2014
|
|
|||||||||||||||||||
Net sales
|
762
|
|
|
591
|
|
(1)
|
645
|
|
|
1,742
|
|
(1)
|
—
|
|
|
(266
|
)
|
|
3,474
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Operating profit (loss)
|
113
|
|
|
179
|
|
|
44
|
|
|
239
|
|
|
(73
|
)
|
|
—
|
|
|
502
|
|
|
Equity in net earnings (loss) of affiliates
|
78
|
|
|
8
|
|
|
—
|
|
|
15
|
|
|
40
|
|
|
—
|
|
|
141
|
|
|
Depreciation and amortization
|
53
|
|
|
21
|
|
|
26
|
|
|
40
|
|
|
7
|
|
|
—
|
|
|
147
|
|
|
Capital expenditures
|
20
|
|
|
50
|
|
|
10
|
|
|
166
|
|
|
3
|
|
|
—
|
|
|
249
|
|
(2)
|
|
As of June 30, 2014
|
|
|||||||||||||||||||
Goodwill and intangibles, net
|
364
|
|
|
276
|
|
|
58
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
934
|
|
|
Total assets
|
2,675
|
|
|
1,511
|
|
|
974
|
|
|
2,533
|
|
|
1,640
|
|
|
—
|
|
|
9,333
|
|
|
|
Six Months Ended June 30, 2013
|
|
|||||||||||||||||||
Net sales
|
681
|
|
|
609
|
|
(1)
|
583
|
|
|
1,617
|
|
(1)
|
—
|
|
|
(232
|
)
|
|
3,258
|
|
|
Other (charges) gains, net
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
Operating profit (loss)
|
75
|
|
|
161
|
|
|
33
|
|
|
130
|
|
|
(46
|
)
|
|
—
|
|
|
353
|
|
|
Equity in net earnings (loss) of affiliates
|
85
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
17
|
|
|
—
|
|
|
109
|
|
|
Depreciation and amortization
|
56
|
|
|
20
|
|
|
24
|
|
|
43
|
|
|
8
|
|
|
—
|
|
|
151
|
|
|
Capital expenditures
|
21
|
|
|
43
|
|
|
11
|
|
|
71
|
|
|
4
|
|
|
—
|
|
|
150
|
|
(3)
|
|
As of December 31, 2013
|
|
|||||||||||||||||||
Goodwill and intangibles, net
|
368
|
|
|
278
|
|
|
60
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
940
|
|
|
Total assets
|
2,643
|
|
|
1,478
|
|
|
1,002
|
|
|
2,333
|
|
|
1,562
|
|
|
—
|
|
|
9,018
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$266 million
and
$0 million
, respectively, for the
six months ended
June 30, 2014
and
$228 million
and
$4 million
, respectively, for the
six months ended
June 30, 2013
.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$24 million
for the
six months ended
June 30, 2014
.
|
(3)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany and includes an increase in accrued capital expenditures of
$1 million
for the
six months ended
June 30, 2013
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(In $ millions, except share data)
|
||||||||||
Amounts Attributable to Celanese Corporation
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
259
|
|
|
133
|
|
|
455
|
|
|
274
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
259
|
|
|
133
|
|
|
455
|
|
|
275
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares - basic
|
155,751,779
|
|
|
159,676,462
|
|
|
156,124,714
|
|
|
159,679,408
|
|
Dilutive stock options
|
156,658
|
|
|
213,834
|
|
|
161,114
|
|
|
216,890
|
|
Dilutive restricted stock units
|
145,795
|
|
|
251,860
|
|
|
138,837
|
|
|
242,661
|
|
Weighted average shares - diluted
|
156,054,232
|
|
|
160,142,156
|
|
|
156,424,665
|
|
|
160,138,959
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options
|
—
|
|
|
95,225
|
|
|
—
|
|
|
94,329
|
|
Restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
95,225
|
|
|
—
|
|
|
94,329
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
679
|
|
|
1,357
|
|
|
(267
|
)
|
|
1,769
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
(1,149
|
)
|
|
289
|
|
|
(1,361
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
178
|
|
|
208
|
|
|
22
|
|
|
408
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(101
|
)
|
|
—
|
|
|
(119
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(11
|
)
|
|
—
|
|
|
(24
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
143
|
|
|
94
|
|
|
22
|
|
|
259
|
|
Equity in net earnings (loss) of affiliates
|
259
|
|
|
282
|
|
|
48
|
|
|
89
|
|
|
(577
|
)
|
|
101
|
|
Interest expense
|
—
|
|
|
(49
|
)
|
|
(6
|
)
|
|
(21
|
)
|
|
36
|
|
|
(40
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
17
|
|
|
18
|
|
|
3
|
|
|
(36
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
259
|
|
|
250
|
|
|
204
|
|
|
194
|
|
|
(555
|
)
|
|
352
|
|
Income tax (provision) benefit
|
—
|
|
|
9
|
|
|
(52
|
)
|
|
(46
|
)
|
|
(5
|
)
|
|
(94
|
)
|
Earnings (loss) from continuing operations
|
259
|
|
|
259
|
|
|
152
|
|
|
148
|
|
|
(560
|
)
|
|
258
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
259
|
|
|
259
|
|
|
152
|
|
|
148
|
|
|
(560
|
)
|
|
258
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Net earnings (loss) attributable to Celanese Corporation
|
259
|
|
|
259
|
|
|
152
|
|
|
149
|
|
|
(560
|
)
|
|
259
|
|
|
Three Months Ended June 30, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
732
|
|
|
1,242
|
|
|
(321
|
)
|
|
1,653
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
(1,139
|
)
|
|
308
|
|
|
(1,334
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
229
|
|
|
103
|
|
|
(13
|
)
|
|
319
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(87
|
)
|
|
—
|
|
|
(113
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|
—
|
|
|
(9
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(8
|
)
|
|
—
|
|
|
(23
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
186
|
|
|
(4
|
)
|
|
(13
|
)
|
|
169
|
|
Equity in net earnings (loss) of affiliates
|
130
|
|
|
161
|
|
|
45
|
|
|
45
|
|
|
(326
|
)
|
|
55
|
|
Interest expense
|
—
|
|
|
(49
|
)
|
|
(9
|
)
|
|
(16
|
)
|
|
30
|
|
|
(44
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
13
|
|
|
16
|
|
|
2
|
|
|
(30
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Earnings (loss) from continuing operations before tax
|
130
|
|
|
125
|
|
|
238
|
|
|
54
|
|
|
(339
|
)
|
|
208
|
|
Income tax (provision) benefit
|
3
|
|
|
5
|
|
|
(69
|
)
|
|
(18
|
)
|
|
4
|
|
|
(75
|
)
|
Earnings (loss) from continuing operations
|
133
|
|
|
130
|
|
|
169
|
|
|
36
|
|
|
(335
|
)
|
|
133
|
|
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)
|
133
|
|
|
130
|
|
|
169
|
|
|
36
|
|
|
(335
|
)
|
|
133
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
133
|
|
|
130
|
|
|
169
|
|
|
36
|
|
|
(335
|
)
|
|
133
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
1,386
|
|
|
2,657
|
|
|
(569
|
)
|
|
3,474
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(962
|
)
|
|
(2,300
|
)
|
|
574
|
|
|
(2,688
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
424
|
|
|
357
|
|
|
5
|
|
|
786
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(196
|
)
|
|
—
|
|
|
(223
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|
—
|
|
|
(11
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(20
|
)
|
|
—
|
|
|
(46
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
362
|
|
|
135
|
|
|
5
|
|
|
502
|
|
Equity in net earnings (loss) of affiliates
|
454
|
|
|
510
|
|
|
78
|
|
|
125
|
|
|
(1,026
|
)
|
|
141
|
|
Interest expense
|
—
|
|
|
(95
|
)
|
|
(12
|
)
|
|
(40
|
)
|
|
68
|
|
|
(79
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
31
|
|
|
35
|
|
|
4
|
|
|
(68
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
454
|
|
|
446
|
|
|
467
|
|
|
279
|
|
|
(1,021
|
)
|
|
625
|
|
Income tax (provision) benefit
|
1
|
|
|
8
|
|
|
(122
|
)
|
|
(57
|
)
|
|
(2
|
)
|
|
(172
|
)
|
Earnings (loss) from continuing operations
|
455
|
|
|
454
|
|
|
345
|
|
|
222
|
|
|
(1,023
|
)
|
|
453
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
455
|
|
|
454
|
|
|
345
|
|
|
222
|
|
|
(1,023
|
)
|
|
453
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Net earnings (loss) attributable to Celanese Corporation
|
455
|
|
|
454
|
|
|
345
|
|
|
224
|
|
|
(1,023
|
)
|
|
455
|
|
|
Six Months Ended June 30, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
1,412
|
|
|
2,449
|
|
|
(603
|
)
|
|
3,258
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(978
|
)
|
|
(2,233
|
)
|
|
605
|
|
|
(2,606
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
434
|
|
|
216
|
|
|
2
|
|
|
652
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(172
|
)
|
|
—
|
|
|
(219
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
—
|
|
|
(20
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(18
|
)
|
|
—
|
|
|
(49
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
4
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(7
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
353
|
|
|
2
|
|
|
(2
|
)
|
|
353
|
|
Equity in net earnings (loss) of affiliates
|
271
|
|
|
328
|
|
|
82
|
|
|
94
|
|
|
(666
|
)
|
|
109
|
|
Interest expense
|
—
|
|
|
(96
|
)
|
|
(19
|
)
|
|
(32
|
)
|
|
60
|
|
|
(87
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
27
|
|
|
31
|
|
|
3
|
|
|
(60
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
271
|
|
|
259
|
|
|
447
|
|
|
117
|
|
|
(668
|
)
|
|
426
|
|
Income tax (provision) benefit
|
4
|
|
|
12
|
|
|
(113
|
)
|
|
(55
|
)
|
|
—
|
|
|
(152
|
)
|
Earnings (loss) from continuing operations
|
275
|
|
|
271
|
|
|
334
|
|
|
62
|
|
|
(668
|
)
|
|
274
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
275
|
|
|
271
|
|
|
335
|
|
|
62
|
|
|
(668
|
)
|
|
275
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
275
|
|
|
271
|
|
|
335
|
|
|
62
|
|
|
(668
|
)
|
|
275
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
259
|
|
|
259
|
|
|
152
|
|
|
148
|
|
|
(560
|
)
|
|
258
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(22
|
)
|
|
(22
|
)
|
|
(9
|
)
|
|
2
|
|
|
29
|
|
|
(22
|
)
|
Gain (loss) from cash flow hedges
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
6
|
|
|
(3
|
)
|
Pension and postretirement benefits
|
(14
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
28
|
|
|
(14
|
)
|
Total other comprehensive income (loss), net of tax
|
(39
|
)
|
|
(39
|
)
|
|
(23
|
)
|
|
(1
|
)
|
|
63
|
|
|
(39
|
)
|
Total comprehensive income (loss), net of tax
|
220
|
|
|
220
|
|
|
129
|
|
|
147
|
|
|
(497
|
)
|
|
219
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
220
|
|
|
220
|
|
|
129
|
|
|
148
|
|
|
(497
|
)
|
|
220
|
|
|
Three Months Ended June 30, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
133
|
|
|
130
|
|
|
169
|
|
|
36
|
|
|
(335
|
)
|
|
133
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
26
|
|
|
26
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(21
|
)
|
|
26
|
|
Gain (loss) from cash flow hedges
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
28
|
|
|
28
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(22
|
)
|
|
28
|
|
Total comprehensive income (loss), net of tax
|
161
|
|
|
158
|
|
|
166
|
|
|
33
|
|
|
(357
|
)
|
|
161
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
161
|
|
|
158
|
|
|
166
|
|
|
33
|
|
|
(357
|
)
|
|
161
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
455
|
|
|
454
|
|
|
345
|
|
|
222
|
|
|
(1,023
|
)
|
|
453
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(17
|
)
|
|
(17
|
)
|
|
7
|
|
|
(14
|
)
|
|
24
|
|
|
(17
|
)
|
Gain (loss) from cash flow hedges
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|
9
|
|
|
(6
|
)
|
Pension and postretirement benefits
|
(26
|
)
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
|
52
|
|
|
(26
|
)
|
Total other comprehensive income (loss), net of tax
|
(49
|
)
|
|
(49
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|
85
|
|
|
(49
|
)
|
Total comprehensive income (loss), net of tax
|
406
|
|
|
405
|
|
|
326
|
|
|
205
|
|
|
(938
|
)
|
|
404
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
406
|
|
|
405
|
|
|
326
|
|
|
207
|
|
|
(938
|
)
|
|
406
|
|
|
Six Months Ended June 30, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
275
|
|
|
271
|
|
|
335
|
|
|
62
|
|
|
(668
|
)
|
|
275
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(5
|
)
|
|
(5
|
)
|
|
3
|
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
Gain (loss) from cash flow hedges
|
3
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
(2
|
)
|
|
(2
|
)
|
|
2
|
|
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
Total comprehensive income (loss), net of tax
|
273
|
|
|
269
|
|
|
337
|
|
|
64
|
|
|
(670
|
)
|
|
273
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
273
|
|
|
269
|
|
|
337
|
|
|
64
|
|
|
(670
|
)
|
|
273
|
|
|
As of June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
2
|
|
|
—
|
|
|
208
|
|
|
854
|
|
|
—
|
|
|
1,064
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
139
|
|
|
1,064
|
|
|
(158
|
)
|
|
1,045
|
|
Non-trade receivables, net
|
34
|
|
|
469
|
|
|
2,160
|
|
|
507
|
|
|
(2,939
|
)
|
|
231
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
243
|
|
|
629
|
|
|
(56
|
)
|
|
816
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
75
|
|
|
57
|
|
|
(17
|
)
|
|
115
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
Other assets
|
—
|
|
|
2
|
|
|
17
|
|
|
22
|
|
|
(12
|
)
|
|
29
|
|
Total current assets
|
36
|
|
|
471
|
|
|
2,881
|
|
|
3,133
|
|
|
(3,182
|
)
|
|
3,339
|
|
Investments in affiliates
|
2,920
|
|
|
4,781
|
|
|
1,910
|
|
|
609
|
|
|
(9,340
|
)
|
|
880
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
964
|
|
|
2,613
|
|
|
—
|
|
|
3,577
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
248
|
|
|
25
|
|
|
(2
|
)
|
|
271
|
|
Other assets
|
—
|
|
|
1,989
|
|
|
141
|
|
|
303
|
|
|
(2,101
|
)
|
|
332
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
489
|
|
|
—
|
|
|
794
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
71
|
|
|
—
|
|
|
140
|
|
Total assets
|
2,956
|
|
|
7,241
|
|
|
6,518
|
|
|
7,243
|
|
|
(14,625
|
)
|
|
9,333
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,790
|
|
|
188
|
|
|
343
|
|
|
(2,163
|
)
|
|
158
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
346
|
|
|
651
|
|
|
(158
|
)
|
|
839
|
|
Other liabilities
|
1
|
|
|
30
|
|
|
315
|
|
|
438
|
|
|
(312
|
)
|
|
472
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
(17
|
)
|
|
10
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
492
|
|
|
55
|
|
|
(483
|
)
|
|
64
|
|
Total current liabilities
|
1
|
|
|
1,837
|
|
|
1,341
|
|
|
1,497
|
|
|
(3,133
|
)
|
|
1,543
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,461
|
|
|
832
|
|
|
1,657
|
|
|
(2,070
|
)
|
|
2,880
|
|
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
222
|
|
|
(2
|
)
|
|
228
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
7
|
|
|
145
|
|
|
—
|
|
|
158
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
900
|
|
|
225
|
|
|
—
|
|
|
1,125
|
|
Other liabilities
|
—
|
|
|
9
|
|
|
118
|
|
|
210
|
|
|
(39
|
)
|
|
298
|
|
Total noncurrent liabilities
|
—
|
|
|
2,484
|
|
|
1,857
|
|
|
2,459
|
|
|
(2,111
|
)
|
|
4,689
|
|
Total Celanese Corporation stockholders’ equity
|
2,955
|
|
|
2,920
|
|
|
3,320
|
|
|
3,141
|
|
|
(9,381
|
)
|
|
2,955
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
Total equity
|
2,955
|
|
|
2,920
|
|
|
3,320
|
|
|
3,287
|
|
|
(9,381
|
)
|
|
3,101
|
|
Total liabilities and equity
|
2,956
|
|
|
7,241
|
|
|
6,518
|
|
|
7,243
|
|
|
(14,625
|
)
|
|
9,333
|
|
|
As of December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
131
|
|
|
877
|
|
|
(141
|
)
|
|
867
|
|
Non-trade receivables, net
|
33
|
|
|
482
|
|
|
2,166
|
|
|
586
|
|
|
(2,924
|
)
|
|
343
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
243
|
|
|
622
|
|
|
(61
|
)
|
|
804
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
74
|
|
|
58
|
|
|
(17
|
)
|
|
115
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
24
|
|
|
(16
|
)
|
|
28
|
|
Total current assets
|
33
|
|
|
487
|
|
|
2,954
|
|
|
2,867
|
|
|
(3,159
|
)
|
|
3,182
|
|
Investments in affiliates
|
2,667
|
|
|
4,458
|
|
|
1,677
|
|
|
594
|
|
|
(8,555
|
)
|
|
841
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
969
|
|
|
2,456
|
|
|
—
|
|
|
3,425
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
248
|
|
|
49
|
|
|
(8
|
)
|
|
289
|
|
Other assets
|
—
|
|
|
1,965
|
|
|
144
|
|
|
285
|
|
|
(2,053
|
)
|
|
341
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
493
|
|
|
—
|
|
|
798
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
64
|
|
|
78
|
|
|
—
|
|
|
142
|
|
Total assets
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,713
|
|
|
122
|
|
|
373
|
|
|
(2,031
|
)
|
|
177
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
312
|
|
|
628
|
|
|
(141
|
)
|
|
799
|
|
Other liabilities
|
1
|
|
|
28
|
|
|
441
|
|
|
513
|
|
|
(442
|
)
|
|
541
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
(17
|
)
|
|
10
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
460
|
|
|
32
|
|
|
(474
|
)
|
|
18
|
|
Total current liabilities
|
1
|
|
|
1,758
|
|
|
1,335
|
|
|
1,556
|
|
|
(3,105
|
)
|
|
1,545
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,468
|
|
|
825
|
|
|
1,646
|
|
|
(2,052
|
)
|
|
2,887
|
|
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
225
|
|
|
(8
|
)
|
|
225
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
16
|
|
|
178
|
|
|
—
|
|
|
200
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
943
|
|
|
232
|
|
|
—
|
|
|
1,175
|
|
Other liabilities
|
—
|
|
|
3
|
|
|
91
|
|
|
202
|
|
|
(9
|
)
|
|
287
|
|
Total noncurrent liabilities
|
—
|
|
|
2,485
|
|
|
1,875
|
|
|
2,483
|
|
|
(2,069
|
)
|
|
4,774
|
|
Total Celanese Corporation stockholders’ equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Total liabilities and equity
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
169
|
|
|
109
|
|
|
333
|
|
|
142
|
|
|
(336
|
)
|
|
417
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(30
|
)
|
|
—
|
|
|
(130
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(109
|
)
|
|
—
|
|
|
(143
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
97
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
3
|
|
|
(61
|
)
|
|
—
|
|
|
58
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(4
|
)
|
|
—
|
|
|
(10
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
3
|
|
|
(247
|
)
|
|
(143
|
)
|
|
104
|
|
|
(283
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
61
|
|
|
10
|
|
|
(9
|
)
|
|
(61
|
)
|
|
1
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
3
|
|
|
(13
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
Dividends to parent
|
—
|
|
|
(168
|
)
|
|
(168
|
)
|
|
—
|
|
|
336
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
(97
|
)
|
|
—
|
|
Stock option exercises
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Series A common stock dividends
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
51
|
|
|
—
|
|
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
Other, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Net cash provided by (used in) financing activities
|
(167
|
)
|
|
(112
|
)
|
|
(162
|
)
|
|
159
|
|
|
232
|
|
|
(50
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Net increase (decrease) in cash and cash equivalents
|
2
|
|
|
—
|
|
|
(76
|
)
|
|
154
|
|
|
—
|
|
|
80
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Cash and cash equivalents as of end of period
|
2
|
|
|
—
|
|
|
208
|
|
|
854
|
|
|
—
|
|
|
1,064
|
|
|
Six Months Ended June 30, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
19
|
|
|
(42
|
)
|
|
292
|
|
|
147
|
|
|
(40
|
)
|
|
376
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(62
|
)
|
|
—
|
|
|
(128
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
3
|
|
|
(64
|
)
|
|
—
|
|
|
61
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(9
|
)
|
|
—
|
|
|
(34
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
3
|
|
|
(176
|
)
|
|
(65
|
)
|
|
61
|
|
|
(177
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
64
|
|
|
(2
|
)
|
|
(9
|
)
|
|
(64
|
)
|
|
(11
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Repayments of long-term debt
|
—
|
|
|
(5
|
)
|
|
(18
|
)
|
|
(42
|
)
|
|
3
|
|
|
(62
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
Dividends to parent
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|
—
|
|
|
40
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Series A common stock dividends
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(29
|
)
|
|
39
|
|
|
10
|
|
|
(48
|
)
|
|
(21
|
)
|
|
(49
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(10
|
)
|
|
—
|
|
|
126
|
|
|
32
|
|
|
—
|
|
|
148
|
|
Cash and cash equivalents as of beginning of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
401
|
|
|
706
|
|
|
—
|
|
|
1,107
|
|
•
|
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 their current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
market acceptance of our technology;
|
•
|
the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the Company;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters;
|
•
|
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 the opening of our Commercial Technology Center in Seoul, Republic of Korea. The research and development center will support customer growth in South Korea and advance the technical capabilities of our product portfolio.
|
•
|
We announced the expansion of our compounding capabilities at our integrated chemical complex in Nanjing, China, to include polyphenylene sulfide ("PPS"). PPS is used to replace metals and thermosets in applications spanning the automotive, electronics and aerospace industries. The expansion is expected to be operational by the end of 2014.
|
•
|
We announced the expansion of our Florence, Kentucky facility to add compounding process lines to support demand for our engineered materials business. The unit is expected to be operational in the first quarter of 2015.
|
•
|
We announced the expansion of our Suzano, Brazil facility to include long-fiber reinforced thermoplastics production by mid-2015 to serve customers in Brazil and Latin America.
|
•
|
We announced our intent to construct a vinyl acetate ethylene ("VAE") emulsions unit in Southeast Asia. The unit will allow us to better serve customers with high-end applications in the architectural coatings, building and construction, carpet and paper industries. The unit is expected to begin production by mid-2016.
|
•
|
We increased our quarterly common stock cash dividend by 39 percent, from $0.72 to $1.00 per share of common stock on an annual basis. This increased our dividend payout ratio to approximately 20 percent.
|
•
|
We received the final greenhouse gas permit from the US Environmental Protection Agency for the methanol unit at our Clear Lake, Texas facility and began construction.
|
•
|
We announced our intent to explore plans to construct a methanol unit at our Bishop, Texas facility. We are preparing to apply for the necessary environmental permits and are seeking local economic incentives for this unit with an expected annual capacity of 1.3 million tons.
|
•
|
We received the Best Supplier Award from Whirlpool based on outstanding performance on quality, delivery and customer service.
|
•
|
Our engineered materials business introduced several differentiated polymer technologies that broaden our access to the utility industry, the oil and gas industry, original equipment manufacturers and companies that enhance supply chain efficiency. These include:
|
◦
|
Composite technologies for the utility industry that deliver greater reliability, capacity and performance for utility transmission lines, as well as spoolable pipe systems that meet the harsh demands of deepwater operations in the oil and gas industry.
|
◦
|
Anti-counterfeiting technologies that help original equipment manufacturers and suppliers ensure products contain components and parts that meet their specifications.
|
◦
|
Polymers that feature excellent chemical and thermal resistance, high hardness, rigidity and dimensional stability to withstand extreme industrial environments required by the RFID (radio-frequency identification) industry.
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
1,769
|
|
|
1,653
|
|
|
116
|
|
|
3,474
|
|
|
3,258
|
|
|
216
|
|
Gross profit
|
408
|
|
|
319
|
|
|
89
|
|
|
786
|
|
|
652
|
|
|
134
|
|
Selling, general and administrative expenses
|
(119
|
)
|
|
(113
|
)
|
|
(6
|
)
|
|
(223
|
)
|
|
(219
|
)
|
|
(4
|
)
|
Other (charges) gains, net
|
2
|
|
|
(3
|
)
|
|
5
|
|
|
1
|
|
|
(7
|
)
|
|
8
|
|
Operating profit (loss)
|
259
|
|
|
169
|
|
|
90
|
|
|
502
|
|
|
353
|
|
|
149
|
|
Equity in net earnings of affiliates
|
101
|
|
|
55
|
|
|
46
|
|
|
141
|
|
|
109
|
|
|
32
|
|
Interest expense
|
(40
|
)
|
|
(44
|
)
|
|
4
|
|
|
(79
|
)
|
|
(87
|
)
|
|
8
|
|
Dividend income - cost investments
|
29
|
|
|
23
|
|
|
6
|
|
|
58
|
|
|
47
|
|
|
11
|
|
Earnings (loss) from continuing operations before tax
|
352
|
|
|
208
|
|
|
144
|
|
|
625
|
|
|
426
|
|
|
199
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
259
|
|
|
133
|
|
|
126
|
|
|
455
|
|
|
274
|
|
|
181
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
Net earnings (loss)
|
259
|
|
|
133
|
|
|
126
|
|
|
455
|
|
|
275
|
|
|
180
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
72
|
|
|
75
|
|
|
(3
|
)
|
|
147
|
|
|
151
|
|
|
(4
|
)
|
Operating margin
(1)
|
14.6
|
%
|
|
10.2
|
%
|
|
|
|
|
14.5
|
%
|
|
10.8
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee termination benefits
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
Kelsterbach plant relocation
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
Plant/office closures
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Other
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Total other (charges) gains, net
|
2
|
|
|
(3
|
)
|
|
5
|
|
|
1
|
|
|
(7
|
)
|
|
8
|
|
(1)
|
Defined as operating profit (loss) divided by net sales.
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
1,064
|
|
|
984
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
158
|
|
|
177
|
|
Long-term debt
|
2,880
|
|
|
2,887
|
|
Total debt
|
3,038
|
|
|
3,064
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advanced Engineered Materials
|
389
|
|
|
352
|
|
|
37
|
|
|
762
|
|
|
681
|
|
|
81
|
|
Consumer Specialties
|
289
|
|
|
314
|
|
|
(25
|
)
|
|
591
|
|
|
609
|
|
|
(18
|
)
|
Industrial Specialties
|
333
|
|
|
295
|
|
|
38
|
|
|
645
|
|
|
583
|
|
|
62
|
|
Acetyl Intermediates
|
901
|
|
|
809
|
|
|
92
|
|
|
1,742
|
|
|
1,617
|
|
|
125
|
|
Other Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Inter-segment eliminations
|
(143
|
)
|
|
(117
|
)
|
|
(26
|
)
|
|
(266
|
)
|
|
(232
|
)
|
|
(34
|
)
|
Total
|
1,769
|
|
|
1,653
|
|
|
116
|
|
|
3,474
|
|
|
3,258
|
|
|
216
|
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
Consumer Specialties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Industrial Specialties
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
Acetyl Intermediates
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
Other Activities
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
2
|
|
|
(3
|
)
|
|
5
|
|
|
1
|
|
|
(7
|
)
|
|
8
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
56
|
|
|
39
|
|
|
17
|
|
|
113
|
|
|
75
|
|
|
38
|
|
Consumer Specialties
|
80
|
|
|
83
|
|
|
(3
|
)
|
|
179
|
|
|
161
|
|
|
18
|
|
Industrial Specialties
|
24
|
|
|
18
|
|
|
6
|
|
|
44
|
|
|
33
|
|
|
11
|
|
Acetyl Intermediates
|
142
|
|
|
55
|
|
|
87
|
|
|
239
|
|
|
130
|
|
|
109
|
|
Other Activities
|
(43
|
)
|
|
(26
|
)
|
|
(17
|
)
|
|
(73
|
)
|
|
(46
|
)
|
|
(27
|
)
|
Total
|
259
|
|
|
169
|
|
|
90
|
|
|
502
|
|
|
353
|
|
|
149
|
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
101
|
|
|
84
|
|
|
17
|
|
|
191
|
|
|
160
|
|
|
31
|
|
Consumer Specialties
|
115
|
|
|
107
|
|
|
8
|
|
|
244
|
|
|
211
|
|
|
33
|
|
Industrial Specialties
|
24
|
|
|
18
|
|
|
6
|
|
|
44
|
|
|
33
|
|
|
11
|
|
Acetyl Intermediates
|
157
|
|
|
58
|
|
|
99
|
|
|
255
|
|
|
136
|
|
|
119
|
|
Other Activities
|
(45
|
)
|
|
(59
|
)
|
|
14
|
|
|
(109
|
)
|
|
(114
|
)
|
|
5
|
|
Total
|
352
|
|
|
208
|
|
|
144
|
|
|
625
|
|
|
426
|
|
|
199
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
27
|
|
|
27
|
|
|
—
|
|
|
53
|
|
|
56
|
|
|
(3
|
)
|
Consumer Specialties
|
10
|
|
|
10
|
|
|
—
|
|
|
21
|
|
|
20
|
|
|
1
|
|
Industrial Specialties
|
12
|
|
|
12
|
|
|
—
|
|
|
26
|
|
|
24
|
|
|
2
|
|
Acetyl Intermediates
|
19
|
|
|
22
|
|
|
(3
|
)
|
|
40
|
|
|
43
|
|
|
(3
|
)
|
Other Activities
|
4
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|
8
|
|
|
(1
|
)
|
Total
|
72
|
|
|
75
|
|
|
(3
|
)
|
|
147
|
|
|
151
|
|
|
(4
|
)
|
Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
14.4
|
%
|
|
11.1
|
%
|
|
|
|
14.8
|
%
|
|
11.0
|
%
|
|
|
|
|
Consumer Specialties
|
27.7
|
%
|
|
26.4
|
%
|
|
|
|
30.3
|
%
|
|
26.4
|
%
|
|
|
|
|
Industrial Specialties
|
7.2
|
%
|
|
6.1
|
%
|
|
|
|
6.8
|
%
|
|
5.7
|
%
|
|
|
|
|
Acetyl Intermediates
|
15.8
|
%
|
|
6.8
|
%
|
|
|
|
13.7
|
%
|
|
8.0
|
%
|
|
|
|
|
Total
|
14.6
|
%
|
|
10.2
|
%
|
|
|
|
14.5
|
%
|
|
10.8
|
%
|
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
10
|
|
|
(1
|
)
|
|
2
|
|
—
|
|
|
11
|
|
Consumer Specialties
|
(9
|
)
|
|
1
|
|
|
—
|
|
—
|
|
|
(8
|
)
|
Industrial Specialties
|
8
|
|
|
3
|
|
|
2
|
|
—
|
|
|
13
|
|
Acetyl Intermediates
|
(2
|
)
|
|
12
|
|
|
1
|
|
—
|
|
|
11
|
|
Total Company
|
1
|
|
|
6
|
|
|
2
|
|
(2
|
)
|
|
7
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
12
|
|
|
(2
|
)
|
|
2
|
|
—
|
|
|
12
|
|
Consumer Specialties
|
(5
|
)
|
|
2
|
|
|
—
|
|
—
|
|
|
(3
|
)
|
Industrial Specialties
|
7
|
|
|
1
|
|
|
2
|
|
—
|
|
|
10
|
|
Acetyl Intermediates
|
(2
|
)
|
|
9
|
|
|
1
|
|
—
|
|
|
8
|
|
Total Company
|
2
|
|
|
4
|
|
|
2
|
|
(1
|
)
|
|
7
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
389
|
|
|
352
|
|
|
37
|
|
|
762
|
|
|
681
|
|
|
81
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
10
|
%
|
|
|
|
|
|
|
|
12
|
%
|
|
|
|
|
|
|
Price
|
(1
|
)%
|
|
|
|
|
|
|
|
(2
|
)%
|
|
|
|
|
|
|
Currency
|
2
|
%
|
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
Operating profit (loss)
|
56
|
|
|
39
|
|
|
17
|
|
|
113
|
|
|
75
|
|
|
38
|
|
Operating margin
|
14.4
|
%
|
|
11.1
|
%
|
|
|
|
|
14.8
|
%
|
|
11.0
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
45
|
|
|
45
|
|
|
—
|
|
|
78
|
|
|
85
|
|
|
(7
|
)
|
Earnings (loss) from continuing operations before tax
|
101
|
|
|
84
|
|
|
17
|
|
|
191
|
|
|
160
|
|
|
31
|
|
Depreciation and amortization
|
27
|
|
|
27
|
|
|
—
|
|
|
53
|
|
|
56
|
|
|
(3
|
)
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
289
|
|
|
314
|
|
|
(25
|
)
|
|
591
|
|
|
609
|
|
|
(18
|
)
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
(9
|
)%
|
|
|
|
|
|
|
|
(5
|
)%
|
|
|
|
|
|
|
Price
|
1
|
%
|
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
80
|
|
|
83
|
|
|
(3
|
)
|
|
179
|
|
|
161
|
|
|
18
|
|
Operating margin
|
27.7
|
%
|
|
26.4
|
%
|
|
|
|
|
30.3
|
%
|
|
26.4
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
7
|
|
|
1
|
|
|
6
|
|
|
8
|
|
|
3
|
|
|
5
|
|
Dividend income - cost investments
|
28
|
|
|
23
|
|
|
5
|
|
|
57
|
|
|
47
|
|
|
10
|
|
Earnings (loss) from continuing operations before tax
|
115
|
|
|
107
|
|
|
8
|
|
|
244
|
|
|
211
|
|
|
33
|
|
Depreciation and amortization
|
10
|
|
|
10
|
|
|
—
|
|
|
21
|
|
|
20
|
|
|
1
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
333
|
|
|
295
|
|
|
38
|
|
|
645
|
|
|
583
|
|
|
62
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
8
|
%
|
|
|
|
|
|
|
|
7
|
%
|
|
|
|
|
|
|
Price
|
3
|
%
|
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
Currency
|
2
|
%
|
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
Operating profit (loss)
|
24
|
|
|
18
|
|
|
6
|
|
|
44
|
|
|
33
|
|
|
11
|
|
Operating margin
|
7.2
|
%
|
|
6.1
|
%
|
|
|
|
|
6.8
|
%
|
|
5.7
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
24
|
|
|
18
|
|
|
6
|
|
|
44
|
|
|
33
|
|
|
11
|
|
Depreciation and amortization
|
12
|
|
|
12
|
|
|
—
|
|
|
26
|
|
|
24
|
|
|
2
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(unaudited)
|
||||||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
901
|
|
|
809
|
|
|
92
|
|
|
1,742
|
|
|
1,617
|
|
|
125
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
(2
|
)%
|
|
|
|
|
|
|
|
(2
|
)%
|
|
|
|
|
|
|
Price
|
12
|
%
|
|
|
|
|
|
|
|
9
|
%
|
|
|
|
|
|
|
Currency
|
1
|
%
|
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
Operating profit (loss)
|
142
|
|
|
55
|
|
|
87
|
|
|
239
|
|
|
130
|
|
|
109
|
|
Operating margin
|
15.8
|
%
|
|
6.8
|
%
|
|
|
|
|
13.7
|
%
|
|
8.0
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
14
|
|
|
1
|
|
|
13
|
|
|
15
|
|
|
4
|
|
|
11
|
|
Earnings (loss) from continuing operations before tax
|
157
|
|
|
58
|
|
|
99
|
|
|
255
|
|
|
136
|
|
|
119
|
|
Depreciation and amortization
|
19
|
|
|
22
|
|
|
(3
|
)
|
|
40
|
|
|
43
|
|
|
(3
|
)
|
•
|
Net Cash Provided by Operating Activities
|
|
As of
June 30, 2014 |
|
As of
December 31, 2013 |
|
As of
June 30, 2013 |
|
As of
December 31, 2012 |
||||
|
(unaudited)
|
||||||||||
|
(In $ millions)
|
||||||||||
Trade receivables, net
|
1,045
|
|
|
867
|
|
|
929
|
|
|
827
|
|
Inventories
|
816
|
|
|
804
|
|
|
738
|
|
|
711
|
|
Trade payables - third party and affiliates
|
(839
|
)
|
|
(799
|
)
|
|
(716
|
)
|
|
(649
|
)
|
Trade working capital
|
1,022
|
|
|
872
|
|
|
951
|
|
|
889
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
|
|
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, 2014
|
|
1,554
|
|
(1)
|
$
|
59.48
|
|
|
—
|
|
|
$
|
347,000,000
|
|
May 1-31, 2014
|
|
834,923
|
|
|
$
|
59.87
|
|
|
834,923
|
|
|
$
|
297,000,000
|
|
June 1-30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
297,000,000
|
|
Total
|
|
836,477
|
|
|
|
|
834,923
|
|
|
|
(1)
|
Represents 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:
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
As of June 30, 2014
|
1,065
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
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 3.2 to the Quarterly Report on Form 10-K filed with the SEC on July 19, 2013).
|
|
|
|
10.1*‡
|
|
Form of 2014 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors).
|
|
|
|
10.2*‡
|
|
Agreement and General Release, dated May 6, 2014, between Celanese Corporation and Steven M. Sterin.
|
|
|
|
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.
|
*
|
Filed herewith
|
‡
|
Indicates a management contract or compensatory plan or arrangement
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
|
|
|
Mark C. Rohr
|
|
|
|
|
Chairman of the Board of Directors and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
July 18, 2014
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
Christopher W. Jensen
|
|
|
|
|
Senior Vice President, Finance and
|
|
|
|
|
Interim Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
July 18, 2014
|
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
|
By:
|
/s/ Mark C. Rohr
|
||
|
|
|
Chairman and Chief Executive
|
||
|
|
|
|
|
|
|
This Agreement has been accepted and agreed to by the undersigned Participant.
|
||||
|
|
|
|
|
|
|
|
|
PARTICIPANT
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
<<NAME>>, Director
|
a.
|
Voluntary Resignation
.
Employee agrees to voluntarily resign from employment with the Company effective on the Separation Date or ESD. Employee will execute upon the execution of this Agreement, in writing, a voluntary resignation of employment letter as a condition of this Agreement using the format set forth at Exhibit A. Employee resigned his officer positions with the company on or about May 6, 2014. It is understood that, should Employee be appointed to a seat or seats on the Board of Directors or other such governing body of another business entity (corporation, partnership, etc.), his Separation Date or ESD will not be accelerated. It is further understood however, that prior to the Separation Date Employee shall not accept an appointment as referenced above, without the express written consent of the Company, which consent will not be unreasonably withheld.
|
b.
|
Separation Pay
.
The Company will pay an amount equal to his current annual base salary
($630,000.00),
plus target bonus
($504,000.00),
for a total payment of
$1,134,000.00
, less any lawful deductions. Such amount shall be paid in installments. The first installment in the amount of
$567,000.00
(representing 50% of the total payment) shall be paid on the first available pay period after the Separation Date (approximately November 16, 2014), or ESD, if the Employee has previously signed and returned this Agreement and the letter enclosed at Exhibit B. If Employee signs and returns the Agreement after the Separation Date or ESD, payment will be made on the first available pay period, seven (7) days after Employee signs and returns this Agreement and the letter enclosed at Exhibit B.
|
a.
|
Bonus
.
Employee will be eligible to receive a pro-rata bonus payout based on the number of full months of service completed in 2014, up to the Separation Date or ESD. Bonus payout will be based on the Employee’s annual bonus; which is 80% of Employee’s annual base salary, times the Employee’s personal modifier of a 1.0, modified for actual Company performance. The 2014 bonus payout will be paid to the Employee during the 2015 calendar year, but in no event later than March 30, 2015.
|
b.
|
Long-Term Equity and Cash Awards
.
The Company will fulfill its obligations to Employee pursuant to the terms of the signed equity award agreements. The Company and Employee agree that the total equity awards, for which the Employee is eligible, are set forth at Exhibit C, if he departs on the Separation Date
.
If he departs on the ESD the equity awards will be prorated accordingly as set forth in Paragraph 2.
|
e.
|
Pension and 401(k) Plan Vesting
. If Employee is eligible, the Company will fulfill
its obligations according to the terms of the respective Plans.
|
f.
|
Unused Vacation
.
The Company will pay to Employee wages for any unused vacation for 2014 and any approved vacation carried over from 2013 under the standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Employee, less any lawful deductions, will be payable within 30 days of the Separation Date or ESD
;
subject to the Employee providing the details of any vacation days utilized during 2013 and 2014 through the exit interview process.
|
g.
|
Company Benefit Plans
.
Healthcare & dental plan coverage based on Employee’s current health & dental plan elections will continue until the end of the month in which
|
h.
|
COBRA Reimbursement
.
If Employee applies for COBRA benefits, the Company will pay medical and dental coverage via COBRA for
twelve (12) months
beyond the month of separation, or ESD. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for an additional six (6) months, the remainder of the COBRA period, at his expense.
|
i.
|
Outplacement Services.
The Employer will pay for outplacement services by the Company’s preferred provider for
twelve
(12) months
, available seven (7) days after signing the Release.
|
j.
|
Return of Company Property
.
Employee will surrender to Company, on a mutually agreeable date
,
all Company materials, including, but not limited to his Company laptop computer, phone, credit card, calling cards, etc. Employee will be responsible for resolving any outstanding balances on the Company credit card.
|
k.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
|
The Family Medical Leave Act of 1993 (FMLA);
|
•
|
The Texas Civil Rights Act, as amended;
|
•
|
The Texas Minimum Wage Law, as amended;
|
•
|
Equal Pay Law for Texas, as amended;
|
•
|
Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the UK.
|
•
|
Any public policy, contract, tort, or common law;
|
•
|
The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany;
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
Employee
|
|
Celanese Corporation
|
||
|
|
|
||
By:
|
/s/ Steven M. Sterin
|
|
By:
|
/s/ Lori A. Johnston
|
|
Steven M. Sterin
|
|
|
|
|
|
|
|
|
Date:
|
5/6/14
|
|
Date:
|
5/6/2014
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
July 18, 2014
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Interim Chief Financial Officer
|
|
|
July 18, 2014
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
July 18, 2014
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Interim Chief Financial Officer
|
|
|
July 18, 2014
|