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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 March 31, 2017
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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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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Three Months Ended
March 31, |
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2017
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2016
|
||
|
(In $ millions, except share and per share data)
|
||||
Net sales
|
1,471
|
|
|
1,404
|
|
Cost of sales
|
(1,119
|
)
|
|
(1,014
|
)
|
Gross profit
|
352
|
|
|
390
|
|
Selling, general and administrative expenses
|
(83
|
)
|
|
(80
|
)
|
Amortization of intangible assets
|
(4
|
)
|
|
(2
|
)
|
Research and development expenses
|
(17
|
)
|
|
(19
|
)
|
Other (charges) gains, net
|
(55
|
)
|
|
(5
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
3
|
|
Gain (loss) on disposition of businesses and assets, net
|
(1
|
)
|
|
—
|
|
Operating profit (loss)
|
192
|
|
|
287
|
|
Equity in net earnings (loss) of affiliates
|
47
|
|
|
38
|
|
Interest expense
|
(29
|
)
|
|
(33
|
)
|
Refinancing expense
|
—
|
|
|
(2
|
)
|
Interest income
|
—
|
|
|
1
|
|
Dividend income - cost investments
|
29
|
|
|
27
|
|
Other income (expense), net
|
1
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
240
|
|
|
318
|
|
Income tax (provision) benefit
|
(56
|
)
|
|
(60
|
)
|
Earnings (loss) from continuing operations
|
184
|
|
|
258
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
1
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
Net earnings (loss)
|
184
|
|
|
259
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(1
|
)
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
257
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
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Earnings (loss) from continuing operations
|
183
|
|
|
256
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
Net earnings (loss)
|
183
|
|
|
257
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
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Continuing operations
|
1.30
|
|
|
1.74
|
|
Discontinued operations
|
—
|
|
|
—
|
|
Net earnings (loss) - basic
|
1.30
|
|
|
1.74
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
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Continuing operations
|
1.30
|
|
|
1.73
|
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Discontinued operations
|
—
|
|
|
—
|
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Net earnings (loss) - diluted
|
1.30
|
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|
1.73
|
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Weighted average shares - basic
|
140,643,860
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147,413,234
|
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Weighted average shares - diluted
|
140,997,403
|
|
|
148,131,114
|
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Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
184
|
|
|
259
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
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Unrealized gain (loss) on marketable securities
|
—
|
|
|
1
|
|
Foreign currency translation
|
28
|
|
|
64
|
|
Gain (loss) on cash flow hedges
|
(2
|
)
|
|
—
|
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Pension and postretirement benefits
|
5
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|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
31
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|
|
65
|
|
Total comprehensive income (loss), net of tax
|
215
|
|
|
324
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(1
|
)
|
|
(2
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
214
|
|
|
322
|
|
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Three Months Ended
March 31, 2017 |
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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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140,660,447
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—
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Stock option exercises
|
12,500
|
|
|
—
|
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Purchases of treasury stock
|
(1,461,966
|
)
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—
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Stock awards
|
341,572
|
|
|
—
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Balance as of the end of the period
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139,552,553
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—
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Treasury Stock
|
|
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Balance as of the beginning of the period
|
26,950,910
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(1,531
|
)
|
Purchases of treasury stock, including related fees
|
1,461,966
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(131
|
)
|
Balance as of the end of the period
|
28,412,876
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(1,662
|
)
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Additional Paid-In Capital
|
|
|
|
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Balance as of the beginning of the period
|
|
|
157
|
|
|
Stock-based compensation, net of tax
|
|
|
(8
|
)
|
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Stock option exercises, net of tax
|
|
|
—
|
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Balance as of the end of the period
|
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|
149
|
|
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Retained Earnings
|
|
|
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Balance as of the beginning of the period
|
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4,320
|
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Cumulative effect adjustment from adoption of new accounting standard (
Note 2
)
|
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(1
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)
|
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Net earnings (loss) attributable to Celanese Corporation
|
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|
183
|
|
|
Series A common stock dividends
|
|
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(51
|
)
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Balance as of the end of the period
|
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|
4,451
|
|
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Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
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Balance as of the beginning of the period
|
|
|
(358
|
)
|
|
Other comprehensive income (loss), net of tax
|
|
|
31
|
|
|
Balance as of the end of the period
|
|
|
(327
|
)
|
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Total Celanese Corporation stockholders' equity
|
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2,611
|
|
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Noncontrolling Interests
|
|
|
|
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Balance as of the beginning of the period
|
|
|
433
|
|
|
Net earnings (loss) attributable to noncontrolling interests
|
|
|
1
|
|
|
(Distributions to) contributions from noncontrolling interests
|
|
|
(4
|
)
|
|
Balance as of the end of the period
|
|
|
430
|
|
|
Total equity
|
|
|
3,041
|
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
||
Net earnings (loss)
|
184
|
|
|
259
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
||
Asset impairments
|
—
|
|
|
—
|
|
Depreciation, amortization and accretion
|
72
|
|
|
74
|
|
Pension and postretirement net periodic benefit cost
|
(20
|
)
|
|
(13
|
)
|
Pension and postretirement contributions
|
(11
|
)
|
|
(14
|
)
|
Deferred income taxes, net
|
14
|
|
|
(2
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
1
|
|
|
—
|
|
Stock-based compensation
|
10
|
|
|
10
|
|
Undistributed earnings in unconsolidated affiliates
|
3
|
|
|
(1
|
)
|
Other, net
|
2
|
|
|
4
|
|
Operating cash provided by (used in) discontinued operations
|
(1
|
)
|
|
(1
|
)
|
Changes in operating assets and liabilities
|
|
|
|
||
Trade receivables - third party and affiliates, net
|
(79
|
)
|
|
(111
|
)
|
Inventories
|
9
|
|
|
29
|
|
Other assets
|
21
|
|
|
40
|
|
Trade payables - third party and affiliates
|
6
|
|
|
(8
|
)
|
Other liabilities
|
(19
|
)
|
|
21
|
|
Net cash provided by (used in) operating activities
|
192
|
|
|
287
|
|
Investing Activities
|
|
|
|
||
Capital expenditures on property, plant and equipment
|
(62
|
)
|
|
(70
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
—
|
|
Other, net
|
(3
|
)
|
|
(5
|
)
|
Net cash provided by (used in) investing activities
|
(64
|
)
|
|
(75
|
)
|
Financing Activities
|
|
|
|
||
Net change in short-term borrowings with maturities of 3 months or less
|
6
|
|
|
(344
|
)
|
Proceeds from short-term borrowings
|
7
|
|
|
8
|
|
Repayments of short-term borrowings
|
(29
|
)
|
|
(63
|
)
|
Proceeds from long-term debt
|
—
|
|
|
170
|
|
Repayments of long-term debt
|
(53
|
)
|
|
(177
|
)
|
Purchases of treasury stock, including related fees
|
(128
|
)
|
|
—
|
|
Stock option exercises
|
—
|
|
|
1
|
|
Series A common stock dividends
|
(51
|
)
|
|
(44
|
)
|
(Distributions to) contributions from noncontrolling interests
|
(4
|
)
|
|
—
|
|
Other, net
|
(18
|
)
|
|
(24
|
)
|
Net cash provided by (used in) financing activities
|
(270
|
)
|
|
(473
|
)
|
Exchange rate effects on cash and cash equivalents
|
5
|
|
|
10
|
|
Net increase (decrease) in cash and cash equivalents
|
(137
|
)
|
|
(251
|
)
|
Cash and cash equivalents as of beginning of period
|
638
|
|
|
967
|
|
Cash and cash equivalents as of end of period
|
501
|
|
|
716
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
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The new guidance clarifies the presentation and classification of the components of net periodic benefit costs in the consolidated statement of operations.
|
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January 1, 2018. Early adoption is permitted.
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|
The Company is currently evaluating the impact of adoption on its financial statements and related disclosures.
|
|
|
|
|
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In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory.
|
|
The new guidance requires the income tax consequences of an intra-entity transfer of assets other than inventory to be recognized when the transfer occurs rather than deferring until an outside sale has occurred.
|
|
January 1, 2018. Early adoption is permitted.
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The Company does not expect adoption will have a material impact on its financial statements and related disclosures.
|
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In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments.
|
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The new guidance clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows.
|
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January 1, 2018. Early adoption is permitted.
|
|
The Company does not expect adoption will have a material impact on its financial statements and related disclosures.
|
|
|
|
|
|
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|
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting.
|
|
The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the timing of recognizing income tax consequences, classification of awards as either equity or liabilities, calculation of compensation expense and classification on the statement of cash flows.
|
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January 1, 2017. Early adoption is permitted.
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The Company adopted the new guidance effective January 1, 2017, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.
The Company changed its accounting policy regarding the recognition of stock-based compensation expense as part of the adoption (
Note 1
).
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In February 2016, the FASB issued ASU 2016-02, Leases.
|
|
The new guidance supersedes the lease guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. The guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases.
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January 1, 2019. Early adoption is permitted.
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The Company is currently evaluating its population of leases, and is continuing to assess all potential impacts of the standard, but currently believes the most significant impact relates to its accounting for manufacturing and logistics equipment, and real estate operating leases. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption. The Company plans to adopt the standard effective January 1, 2019.
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09.
|
|
The new guidance requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance provides alternative methods of adoption. Subsequent guidance issued after May 2014 did not change the core principle of ASU 2014-09.
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January 1, 2018. Earlier adoption was permitted, but not before December 15, 2016.
|
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The Company is currently scoping its revenue contracts to assess the potential impact on its consolidated financial statements. The Company plans to adopt the revenue guidance effective January 1, 2018, although it has not yet selected a transition method. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements, as a majority of its revenue transactions are recognized when product is delivered.
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•
|
SO.F.TER. S.p.A.
|
•
|
Nilit Plastics
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
13
|
|
|
18
|
|
Trade receivables, net - third party & affiliate
|
10
|
|
|
8
|
|
Property, plant and equipment (net of accumulated depreciation - 2017: $60; 2016: $50)
|
724
|
|
|
734
|
|
Intangible assets (net of accumulated amortization - 2017: $1; 2016: $1)
|
26
|
|
|
26
|
|
Other assets
|
8
|
|
|
9
|
|
Total assets
(1)
|
781
|
|
|
795
|
|
|
|
|
|
||
Trade payables
|
7
|
|
|
15
|
|
Other liabilities
(2)
|
2
|
|
|
2
|
|
Total debt
|
5
|
|
|
5
|
|
Deferred income taxes
|
3
|
|
|
2
|
|
Total liabilities
|
17
|
|
|
24
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Primarily represents amounts owed by Fairway to the Company for reimbursement of expenditures.
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
58
|
|
|
60
|
|
|
|
|
|
||
Trade payables
|
38
|
|
|
53
|
|
Current installments of long-term debt
|
10
|
|
|
10
|
|
Long-term debt
|
88
|
|
|
91
|
|
Restructuring reserves (
Note 13
)
|
27
|
|
|
—
|
|
Total liabilities
|
163
|
|
|
154
|
|
|
|
|
|
||
Maximum exposure to loss
|
221
|
|
|
240
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Amortized cost
|
31
|
|
|
30
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
31
|
|
|
30
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Finished goods
|
508
|
|
|
506
|
|
Work-in-process
|
41
|
|
|
45
|
|
Raw materials and supplies
|
168
|
|
|
169
|
|
Total
|
717
|
|
|
720
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
19
|
|
|
9
|
|
Benefit obligations (
Note 10
)
|
31
|
|
|
31
|
|
Customer rebates
|
31
|
|
|
51
|
|
Derivatives (
Note 15
)
|
3
|
|
|
3
|
|
Environmental (
Note 11
)
|
13
|
|
|
14
|
|
Insurance
|
5
|
|
|
6
|
|
Interest
|
21
|
|
|
15
|
|
Restructuring (
Note 13
)
|
14
|
|
|
16
|
|
Salaries and benefits
|
53
|
|
|
97
|
|
Sales and use tax/foreign withholding tax payable
|
21
|
|
|
21
|
|
Other
|
51
|
|
|
59
|
|
Total
|
262
|
|
|
322
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
34
|
|
|
27
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
73
|
|
|
68
|
|
Short-term SOFTER bank loans (
Note 3
)
(2)
|
—
|
|
|
23
|
|
Total
|
107
|
|
|
118
|
|
(1)
|
The weighted average interest rate was
2.9%
and
3.1%
as of
March 31, 2017
and
December 31, 2016
, respectively.
|
(2)
|
The weighted average interest rate was
1.2%
as of
December 31, 2016
.
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior unsecured term loan due 2021
(1)
|
500
|
|
|
500
|
|
Senior unsecured notes due 2019, interest rate of 3.250%
|
321
|
|
|
316
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
500
|
|
Senior unsecured notes due 2023, interest rate of 1.125%
|
800
|
|
|
788
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
|
169
|
|
|
170
|
|
SOFTER bank loans due at various dates through 2021 (
Note 3
)
(2)
|
—
|
|
|
47
|
|
Obligations under capital leases due at various dates through 2054
|
215
|
|
|
217
|
|
Subtotal
|
2,905
|
|
|
2,938
|
|
Unamortized debt issuance costs
(3)
|
(20
|
)
|
|
(21
|
)
|
Current installments of long-term debt
|
(34
|
)
|
|
(27
|
)
|
Total
|
2,851
|
|
|
2,890
|
|
(1)
|
The margin for borrowings under the senior unsecured term loan due 2021 was
1.5%
above LIBOR at current Company credit ratings.
|
(2)
|
The weighted average interest rate was
1.6%
as of
December 31, 2016
.
|
(3)
|
Related to the Company's long-term debt, excluding obligations under capital leases.
|
|
As of
March 31, 2017 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
(1)
|
1,000
|
|
(1)
|
The margin for borrowings under the senior unsecured revolving credit facility was
1.5%
above LIBOR at current Company credit ratings.
|
(1)
|
Outstanding accounts receivable transferred to the SPE was
$173 million
.
|
|
Three Months Ended March 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||
|
(In $ millions)
|
||||||||||
Service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Interest cost
|
27
|
|
|
—
|
|
|
28
|
|
|
1
|
|
Expected return on plan assets
|
(49
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
Amortization of prior service cost (credit), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Special termination benefit
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Total
|
(20
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
As of
March 31, 2017 |
|
Total
Expected
2017
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
5
|
|
|
20
|
|
Benefit payments to nonqualified pension plans
|
5
|
|
|
22
|
|
Benefit payments to other postretirement benefit plans
|
1
|
|
|
4
|
|
Cash contributions to German multiemployer defined benefit pension plans
(1)
|
2
|
|
|
7
|
|
(1)
|
The Company makes contributions based on specified percentages of employee contributions.
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
|
(In percentages)
|
|
(In $ per share)
|
|
|
||
April 2016
|
20
|
|
0.36
|
|
1.44
|
|
May 2016
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2017 |
||||||||
|
2017
|
|
2016
|
|
|||||||
Shares repurchased
|
1,461,966
|
|
|
—
|
|
|
35,804,182
|
|
|||
Average purchase price per share
|
$
|
89.95
|
|
|
$
|
—
|
|
|
$
|
54.93
|
|
Shares repurchased (in $ millions)
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
1,966
|
|
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
(1)
|
These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program began in February 2008 and does not have an expiration date.
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||
|
Gross
Amount |
|
Income
Tax (Provision) Benefit |
|
Net
Amount |
|
Gross
Amount |
|
Income
Tax (Provision) Benefit |
|
Net
Amount |
||||||
|
(In $ millions)
|
||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Foreign currency translation
|
28
|
|
|
—
|
|
|
28
|
|
|
70
|
|
|
(6
|
)
|
|
64
|
|
Gain (loss) on cash flow hedges
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Pension and postretirement benefits
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
31
|
|
|
—
|
|
|
31
|
|
|
71
|
|
|
(6
|
)
|
|
65
|
|
|
Unrealized
Gain (Loss)
on
Marketable
Securities
(
Note 5
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
on Cash
Flow
Hedges
(
Note 15
)
|
|
Pension
and
Postretirement
Benefits
(
Note 10
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2016
|
1
|
|
|
(350
|
)
|
|
3
|
|
|
(12
|
)
|
|
(358
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
28
|
|
|
(1
|
)
|
|
5
|
|
|
32
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Income tax (provision) benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2017
|
1
|
|
|
(322
|
)
|
|
1
|
|
|
(7
|
)
|
|
(327
|
)
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Employee termination benefits
|
(2
|
)
|
|
(5
|
)
|
Other plant/office closures
|
(53
|
)
|
|
—
|
|
Total
|
(55
|
)
|
|
(5
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2016
|
1
|
|
|
9
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
16
|
|
Additions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Cash payments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
Other changes
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2017
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
5
|
|
Other Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Total
|
1
|
|
|
1
|
|
|
1
|
|
|
30
|
|
|
1
|
|
|
34
|
|
|
Three Months Ended March 31,
|
||
|
2017
|
|
2016
|
|
(In percentages)
|
||
Effective income tax rate
|
23
|
|
19
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In € millions)
|
||||
Total
|
850
|
|
|
850
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Total
|
457
|
|
|
508
|
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
|
|
||||||||
|
Three Months Ended March 31,
|
|
Statement of Operations Classification
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||
|
(In $ millions)
|
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
||||
Commodity swaps
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
Cost of sales
|
Total
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency denominated debt (
Note 9
)
|
(13
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
(13
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
7
|
|
|
14
|
|
Gross amount offset in the consolidated balance sheets
|
2
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
5
|
|
|
10
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
4
|
|
|
8
|
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
5
|
|
|
7
|
|
Gross amount offset in the consolidated balance sheets
|
2
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
3
|
|
|
3
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
2
|
|
|
1
|
|
|
Fair Value Measurement
|
|
|
|||||||
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
|
Balance Sheet Classification
|
|||
|
(In $ millions)
|
|
|
|||||||
As of March 31, 2017
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
3
|
|
|
3
|
|
|
Current Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
||
Foreign currency forwards and swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
5
|
|
|
5
|
|
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
5
|
|
|
5
|
|
|
Current Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
5
|
|
|
5
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
10
|
|
|
10
|
|
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||
|
Carrying
Amount
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of March 31, 2017
|
|
|
|
|
|
|
|
||||
Cost investments
|
158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
49
|
|
|
49
|
|
|
—
|
|
|
49
|
|
Long-term debt, including current installments of long-term debt
|
2,905
|
|
|
2,796
|
|
|
215
|
|
|
3,011
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
||||
Cost investments
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
49
|
|
|
49
|
|
|
—
|
|
|
49
|
|
Long-term debt, including current installments of long-term debt
|
2,938
|
|
|
2,826
|
|
|
217
|
|
|
3,043
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||||
|
Three Months Ended March 31, 2017
|
|
|||||||||||||||||||
Net sales
|
487
|
|
|
218
|
|
|
245
|
|
(1)
|
619
|
|
(1)
|
—
|
|
|
(98
|
)
|
|
1,471
|
|
|
Other (charges) gains, net (
Note 13
)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(53
|
)
|
|
(1
|
)
|
|
—
|
|
|
(55
|
)
|
|
Operating profit (loss)
|
98
|
|
|
68
|
|
|
25
|
|
|
27
|
|
|
(26
|
)
|
|
—
|
|
|
192
|
|
|
Equity in net earnings (loss) of affiliates
|
42
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
47
|
|
|
Depreciation and amortization
|
24
|
|
|
11
|
|
|
8
|
|
|
26
|
|
|
2
|
|
|
—
|
|
|
71
|
|
|
Capital expenditures
|
10
|
|
|
6
|
|
|
4
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
41
|
|
(2)
|
|
As of March 31, 2017
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
516
|
|
|
245
|
|
|
46
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|
Total assets
|
2,803
|
|
|
1,300
|
|
|
775
|
|
|
2,576
|
|
|
834
|
|
|
—
|
|
|
8,288
|
|
|
|
Three Months Ended March 31, 2016
|
|
|||||||||||||||||||
Net sales
|
350
|
|
|
244
|
|
|
253
|
|
(1)
|
663
|
|
(1)
|
—
|
|
|
(106
|
)
|
|
1,404
|
|
|
Other (charges) gains, net (
Note 13
)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
Operating profit (loss)
|
88
|
|
|
78
|
|
|
31
|
|
|
114
|
|
|
(24
|
)
|
|
—
|
|
|
287
|
|
|
Equity in net earnings (loss) of affiliates
|
31
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
38
|
|
|
Depreciation and amortization
|
24
|
|
|
11
|
|
|
8
|
|
|
27
|
|
|
3
|
|
|
—
|
|
|
73
|
|
|
Capital expenditures
|
19
|
|
|
9
|
|
|
18
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
58
|
|
(2)
|
|
As of December 31, 2016
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
517
|
|
|
244
|
|
|
46
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|
Total assets
|
2,792
|
|
|
1,324
|
|
|
758
|
|
|
2,440
|
|
|
1,043
|
|
|
—
|
|
|
8,357
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Industrial Specialties include intersegment sales of
$97 million
and
$1 million
, respectively, for the three months ended
March 31, 2017
and
$106 million
and
$0 million
, respectively, for the
three months ended
March 31, 2016
.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$21 million
and
$12 million
for the
three months ended
March 31, 2017
and
2016
, respectively.
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
(In $ millions, except share data)
|
||||
Amounts attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
183
|
|
|
256
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
Net earnings (loss)
|
183
|
|
|
257
|
|
|
|
|
|
||
Weighted average shares - basic
|
140,643,860
|
|
|
147,413,234
|
|
Incremental shares attributable to equity awards
|
353,543
|
|
|
717,880
|
|
Weighted average shares - diluted
|
140,997,403
|
|
|
148,131,114
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
589
|
|
|
1,177
|
|
|
(295
|
)
|
|
1,471
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(443
|
)
|
|
(966
|
)
|
|
290
|
|
|
(1,119
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
146
|
|
|
211
|
|
|
(5
|
)
|
|
352
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(67
|
)
|
|
—
|
|
|
(83
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(49
|
)
|
|
—
|
|
|
(55
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
114
|
|
|
83
|
|
|
(5
|
)
|
|
192
|
|
Equity in net earnings (loss) of affiliates
|
183
|
|
|
174
|
|
|
101
|
|
|
43
|
|
|
(454
|
)
|
|
47
|
|
Interest expense
|
—
|
|
|
(6
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
7
|
|
|
(29
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
183
|
|
|
174
|
|
|
193
|
|
|
149
|
|
|
(459
|
)
|
|
240
|
|
Income tax (provision) benefit
|
—
|
|
|
9
|
|
|
(63
|
)
|
|
1
|
|
|
(3
|
)
|
|
(56
|
)
|
Earnings (loss) from continuing operations
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
183
|
|
|
130
|
|
|
149
|
|
|
(462
|
)
|
|
183
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
583
|
|
|
1,139
|
|
|
(318
|
)
|
|
1,404
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(441
|
)
|
|
(891
|
)
|
|
318
|
|
|
(1,014
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
142
|
|
|
248
|
|
|
—
|
|
|
390
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(63
|
)
|
|
—
|
|
|
(80
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(11
|
)
|
|
—
|
|
|
(19
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
115
|
|
|
172
|
|
|
—
|
|
|
287
|
|
Equity in net earnings (loss) of affiliates
|
256
|
|
|
274
|
|
|
173
|
|
|
37
|
|
|
(702
|
)
|
|
38
|
|
Interest expense
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
(8
|
)
|
|
5
|
|
|
(33
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Interest income
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
(4
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
256
|
|
|
261
|
|
|
272
|
|
|
230
|
|
|
(701
|
)
|
|
318
|
|
Income tax (provision) benefit
|
—
|
|
|
(5
|
)
|
|
(30
|
)
|
|
(25
|
)
|
|
—
|
|
|
(60
|
)
|
Earnings (loss) from continuing operations
|
256
|
|
|
256
|
|
|
242
|
|
|
205
|
|
|
(701
|
)
|
|
258
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
256
|
|
|
256
|
|
|
242
|
|
|
206
|
|
|
(701
|
)
|
|
259
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
256
|
|
|
256
|
|
|
242
|
|
|
204
|
|
|
(701
|
)
|
|
257
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
28
|
|
|
28
|
|
|
30
|
|
|
39
|
|
|
(97
|
)
|
|
28
|
|
Gain (loss) on cash flow hedges
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
6
|
|
|
(2
|
)
|
Pension and postretirement benefits
|
5
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
(15
|
)
|
|
5
|
|
Total other comprehensive income (loss), net of tax
|
31
|
|
|
31
|
|
|
32
|
|
|
43
|
|
|
(106
|
)
|
|
31
|
|
Total comprehensive income (loss), net of tax
|
214
|
|
|
214
|
|
|
162
|
|
|
193
|
|
|
(568
|
)
|
|
215
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
214
|
|
|
214
|
|
|
162
|
|
|
192
|
|
|
(568
|
)
|
|
214
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
256
|
|
|
256
|
|
|
242
|
|
|
206
|
|
|
(701
|
)
|
|
259
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
1
|
|
Foreign currency translation
|
64
|
|
|
64
|
|
|
54
|
|
|
82
|
|
|
(200
|
)
|
|
64
|
|
Gain (loss) on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
65
|
|
|
65
|
|
|
54
|
|
|
84
|
|
|
(203
|
)
|
|
65
|
|
Total comprehensive income (loss), net of tax
|
321
|
|
|
321
|
|
|
296
|
|
|
290
|
|
|
(904
|
)
|
|
324
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
321
|
|
|
321
|
|
|
296
|
|
|
288
|
|
|
(904
|
)
|
|
322
|
|
|
As of March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
56
|
|
|
445
|
|
|
—
|
|
|
501
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
137
|
|
|
919
|
|
|
(170
|
)
|
|
886
|
|
Non-trade receivables, net
|
40
|
|
|
516
|
|
|
257
|
|
|
317
|
|
|
(914
|
)
|
|
216
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
249
|
|
|
517
|
|
|
(49
|
)
|
|
717
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Other assets
|
—
|
|
|
34
|
|
|
10
|
|
|
54
|
|
|
(60
|
)
|
|
38
|
|
Total current assets
|
40
|
|
|
550
|
|
|
740
|
|
|
2,252
|
|
|
(1,193
|
)
|
|
2,389
|
|
Investments in affiliates
|
2,575
|
|
|
4,052
|
|
|
3,642
|
|
|
769
|
|
|
(10,164
|
)
|
|
874
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,059
|
|
|
2,512
|
|
|
—
|
|
|
3,571
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
84
|
|
|
80
|
|
|
(10
|
)
|
|
154
|
|
Other assets
|
—
|
|
|
705
|
|
|
130
|
|
|
160
|
|
|
(687
|
)
|
|
308
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
486
|
|
|
—
|
|
|
800
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
47
|
|
|
145
|
|
|
—
|
|
|
192
|
|
Total assets
|
2,615
|
|
|
5,307
|
|
|
6,016
|
|
|
6,404
|
|
|
(12,054
|
)
|
|
8,288
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
13
|
|
|
140
|
|
|
254
|
|
|
(300
|
)
|
|
107
|
|
Trade payables - third party and affiliates
|
4
|
|
|
—
|
|
|
258
|
|
|
523
|
|
|
(170
|
)
|
|
615
|
|
Other liabilities
|
—
|
|
|
49
|
|
|
136
|
|
|
221
|
|
|
(144
|
)
|
|
262
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
511
|
|
|
48
|
|
|
(528
|
)
|
|
31
|
|
Total current liabilities
|
4
|
|
|
62
|
|
|
1,045
|
|
|
1,046
|
|
|
(1,142
|
)
|
|
1,015
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,657
|
|
|
727
|
|
|
161
|
|
|
(694
|
)
|
|
2,851
|
|
Deferred income taxes
|
—
|
|
|
13
|
|
|
—
|
|
|
137
|
|
|
(10
|
)
|
|
140
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
4
|
|
|
136
|
|
|
(2
|
)
|
|
138
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
610
|
|
|
256
|
|
|
—
|
|
|
866
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
65
|
|
|
173
|
|
|
(1
|
)
|
|
237
|
|
Total noncurrent liabilities
|
—
|
|
|
2,670
|
|
|
1,406
|
|
|
863
|
|
|
(707
|
)
|
|
4,232
|
|
Total Celanese Corporation stockholders' equity
|
2,611
|
|
|
2,575
|
|
|
3,565
|
|
|
4,065
|
|
|
(10,205
|
)
|
|
2,611
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
—
|
|
|
430
|
|
Total equity
|
2,611
|
|
|
2,575
|
|
|
3,565
|
|
|
4,495
|
|
|
(10,205
|
)
|
|
3,041
|
|
Total liabilities and equity
|
2,615
|
|
|
5,307
|
|
|
6,016
|
|
|
6,404
|
|
|
(12,054
|
)
|
|
8,288
|
|
|
As of December 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
107
|
|
|
819
|
|
|
(125
|
)
|
|
801
|
|
Non-trade receivables, net
|
40
|
|
|
499
|
|
|
249
|
|
|
308
|
|
|
(873
|
)
|
|
223
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
239
|
|
|
526
|
|
|
(45
|
)
|
|
720
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
Other assets
|
—
|
|
|
42
|
|
|
25
|
|
|
76
|
|
|
(83
|
)
|
|
60
|
|
Total current assets
|
40
|
|
|
541
|
|
|
701
|
|
|
2,316
|
|
|
(1,126
|
)
|
|
2,472
|
|
Investments in affiliates
|
2,548
|
|
|
4,029
|
|
|
3,655
|
|
|
752
|
|
|
(10,132
|
)
|
|
852
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,049
|
|
|
2,528
|
|
|
—
|
|
|
3,577
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
91
|
|
|
86
|
|
|
(18
|
)
|
|
159
|
|
Other assets
|
—
|
|
|
705
|
|
|
133
|
|
|
156
|
|
|
(687
|
)
|
|
307
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
482
|
|
|
—
|
|
|
796
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
48
|
|
|
146
|
|
|
—
|
|
|
194
|
|
Total assets
|
2,588
|
|
|
5,275
|
|
|
5,991
|
|
|
6,466
|
|
|
(11,963
|
)
|
|
8,357
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
6
|
|
|
133
|
|
|
250
|
|
|
(271
|
)
|
|
118
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
226
|
|
|
524
|
|
|
(125
|
)
|
|
625
|
|
Other liabilities
|
—
|
|
|
58
|
|
|
167
|
|
|
262
|
|
|
(165
|
)
|
|
322
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
454
|
|
|
75
|
|
|
(517
|
)
|
|
12
|
|
Total current liabilities
|
—
|
|
|
64
|
|
|
980
|
|
|
1,111
|
|
|
(1,078
|
)
|
|
1,077
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,647
|
|
|
727
|
|
|
210
|
|
|
(694
|
)
|
|
2,890
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
—
|
|
|
132
|
|
|
(18
|
)
|
|
130
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
3
|
|
|
130
|
|
|
(2
|
)
|
|
131
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
636
|
|
|
257
|
|
|
—
|
|
|
893
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
74
|
|
|
142
|
|
|
(1
|
)
|
|
215
|
|
Total noncurrent liabilities
|
—
|
|
|
2,663
|
|
|
1,440
|
|
|
871
|
|
|
(715
|
)
|
|
4,259
|
|
Total Celanese Corporation stockholders' equity
|
2,588
|
|
|
2,548
|
|
|
3,571
|
|
|
4,051
|
|
|
(10,170
|
)
|
|
2,588
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
433
|
|
Total equity
|
2,588
|
|
|
2,548
|
|
|
3,571
|
|
|
4,484
|
|
|
(10,170
|
)
|
|
3,021
|
|
Total liabilities and equity
|
2,588
|
|
|
5,275
|
|
|
5,991
|
|
|
6,466
|
|
|
(11,963
|
)
|
|
8,357
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
179
|
|
|
196
|
|
|
210
|
|
|
130
|
|
|
(523
|
)
|
|
192
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(20
|
)
|
|
—
|
|
|
(62
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(11
|
)
|
|
1
|
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(11
|
)
|
|
(30
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(64
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
(7
|
)
|
|
6
|
|
|
—
|
|
|
7
|
|
|
6
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
Purchases of treasury stock, including related fees
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
Dividends to parent
|
—
|
|
|
(178
|
)
|
|
(165
|
)
|
|
(180
|
)
|
|
523
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Series A common stock dividends
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
Net cash provided by (used in) financing activities
|
(179
|
)
|
|
(185
|
)
|
|
(175
|
)
|
|
(266
|
)
|
|
535
|
|
|
(270
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
5
|
|
|
(142
|
)
|
|
—
|
|
|
(137
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
56
|
|
|
445
|
|
|
—
|
|
|
501
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
44
|
|
|
47
|
|
|
(1
|
)
|
|
309
|
|
|
(112
|
)
|
|
287
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(32
|
)
|
|
—
|
|
|
(70
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital from subsidiary
|
—
|
|
|
136
|
|
|
734
|
|
|
—
|
|
|
(870
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
138
|
|
|
3
|
|
|
90
|
|
|
(231
|
)
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
274
|
|
|
696
|
|
|
56
|
|
|
(1,101
|
)
|
|
(75
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
(353
|
)
|
|
6
|
|
|
—
|
|
|
3
|
|
|
(344
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
Proceeds from long-term debt
|
—
|
|
|
250
|
|
|
325
|
|
|
—
|
|
|
(405
|
)
|
|
170
|
|
Repayments of long-term debt
|
—
|
|
|
(172
|
)
|
|
(634
|
)
|
|
(4
|
)
|
|
633
|
|
|
(177
|
)
|
Purchases of treasury stock, including related fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(44
|
)
|
|
(68
|
)
|
|
—
|
|
|
112
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Series A common stock dividends
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
|
870
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(24
|
)
|
Net cash provided by (used in) financing activities
|
(43
|
)
|
|
(321
|
)
|
|
(371
|
)
|
|
(951
|
)
|
|
1,213
|
|
|
(473
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
Net increase (decrease) in cash and cash equivalents
|
1
|
|
|
—
|
|
|
324
|
|
|
(576
|
)
|
|
—
|
|
|
(251
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
21
|
|
|
946
|
|
|
—
|
|
|
967
|
|
Cash and cash equivalents as of end of period
|
1
|
|
|
—
|
|
|
345
|
|
|
370
|
|
|
—
|
|
|
716
|
|
•
|
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, expansions and maintenance;
|
•
|
the ability to reduce or maintain 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 us;
|
•
|
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.
|
|
Three Months Ended March 31,
|
|
|
|||||
|
2017
|
|
2016
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
||
Net sales
|
1,471
|
|
|
1,404
|
|
|
67
|
|
Gross profit
|
352
|
|
|
390
|
|
|
(38
|
)
|
Selling, general and administrative ("SG&A") expenses
|
(83
|
)
|
|
(80
|
)
|
|
(3
|
)
|
Other (charges) gains, net
|
(55
|
)
|
|
(5
|
)
|
|
(50
|
)
|
Operating profit (loss)
|
192
|
|
|
287
|
|
|
(95
|
)
|
Equity in net earnings of affiliates
|
47
|
|
|
38
|
|
|
9
|
|
Interest expense
|
(29
|
)
|
|
(33
|
)
|
|
4
|
|
Refinancing expense
|
—
|
|
|
(2
|
)
|
|
2
|
|
Dividend income - cost investments
|
29
|
|
|
27
|
|
|
2
|
|
Earnings (loss) from continuing operations before tax
|
240
|
|
|
318
|
|
|
(78
|
)
|
Earnings (loss) from continuing operations
|
184
|
|
|
258
|
|
|
(74
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
|
(1
|
)
|
Net earnings (loss)
|
184
|
|
|
259
|
|
|
(75
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
257
|
|
|
(74
|
)
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
71
|
|
|
73
|
|
|
(2
|
)
|
SG&A expenses as a percentage of Net sales
|
5.6
|
%
|
|
5.7
|
%
|
|
|
|
Operating margin
(1)
|
13.1
|
%
|
|
20.4
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(2
|
)
|
|
(5
|
)
|
|
3
|
|
Other plant/office closures
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
Total Other (charges) gains, net
|
(55
|
)
|
|
(5
|
)
|
|
(50
|
)
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of
March 31, 2017 |
|
As of
December 31, 2016 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
501
|
|
|
638
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
107
|
|
|
118
|
|
Long-term debt, net of unamortized deferred financing costs
|
2,851
|
|
|
2,890
|
|
Total debt
|
2,958
|
|
|
3,008
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
44
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
39
|
|
Consumer Specialties
|
(2
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
(11
|
)
|
Industrial Specialties
|
1
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
(3
|
)
|
Acetyl Intermediates
|
(12
|
)
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
(7
|
)
|
Total Company
|
5
|
|
|
1
|
|
|
(2
|
)
|
|
1
|
|
5
|
|
•
|
higher volume in our Advanced Engineered Materials segment, primarily related to Net sales generated from SO.F.TER. S.p.A. ("SOFTER") as well as for polyoxymethylene ("POM") across all regions. Each represents approximately one-half of the increase in volume; and
|
•
|
higher pricing for most of our products in our Acetyl Intermediates segment;
|
•
|
lower volume for vinyl acetate monomer ("VAM") and ethanol in our Acetyl Intermediates segment; and
|
•
|
lower acetate tow pricing and volume in our Consumer Specialties segment.
|
•
|
an unfavorable impact of
$53 million
to Other (charges) gains, net. During the three months ended
March 31, 2017
, we provided notice of termination of a contract with a key raw materials supplier at our ethanol production unit in Nanjing, China. As a result, we recorded a
$27 million
contract termination charge and an
$18 million
reduction to our non-income tax receivable. See
Note 13 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information;
|
•
|
higher raw material costs, primarily in our Acetyl Intermediates segment; and
|
•
|
higher plant spending of $23 million in our Advanced Engineered Materials segment;
|
•
|
an increase in Net sales.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2017
|
|
2016
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
487
|
|
|
350
|
|
|
137
|
|
|
39.1
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
44
|
%
|
|
|
|
|
|
|
|||
Price
|
(3
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(2
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(100.0
|
)%
|
Operating profit (loss)
|
98
|
|
|
88
|
|
|
10
|
|
|
11.4
|
%
|
Operating margin
|
20.1
|
%
|
|
25.1
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
42
|
|
|
31
|
|
|
11
|
|
|
35.5
|
%
|
Depreciation and amortization
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
%
|
•
|
higher volume primarily due to Net sales generated from SOFTER, as well as for POM across all regions which was driven by new project launches and base business growth globally and in particular, Asia. Each represents approximately one-half of the increase in volume;
|
•
|
lower pricing in POM due to customer and regional mix.
|
•
|
higher Net sales;
|
•
|
higher plant spending of $23 million, primarily related to our acquisition of SOFTER in December 2016.
|
•
|
an increase in equity investment in earnings of $5 million and $3 million from our Polyplastics Co., Ltd. and Fortron Industries LLC strategic affiliates, respectively, as a result of higher demand.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2017
|
|
2016
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
218
|
|
|
244
|
|
|
(26
|
)
|
|
(10.7
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(2
|
)%
|
|
|
|
|
|
|
|||
Price
|
(8
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(1
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
100.0
|
%
|
Operating profit (loss)
|
68
|
|
|
78
|
|
|
(10
|
)
|
|
(12.8
|
)%
|
Operating margin
|
31.2
|
%
|
|
32.0
|
%
|
|
|
|
|
||
Equity in net earnings (loss) of affiliates
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Dividend income - cost investments
|
29
|
|
|
27
|
|
|
2
|
|
|
7.4
|
%
|
Depreciation and amortization
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
%
|
•
|
lower acetate tow pricing and volume due to lower global industry utilization.
|
•
|
lower Net sales;
|
•
|
lower raw material costs, primarily for acetic acid and acetic anhydride; and
|
•
|
cost savings of $6 million, primarily due to productivity initiatives in our cellulose derivatives business.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2017
|
|
2016
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
245
|
|
|
253
|
|
|
(8
|
)
|
|
(3.2
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
1
|
%
|
|
|
|
|
|
|
|||
Price
|
(2
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(2
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(100.0
|
)%
|
Operating profit (loss)
|
25
|
|
|
31
|
|
|
(6
|
)
|
|
(19.4
|
)%
|
Operating margin
|
10.2
|
%
|
|
12.3
|
%
|
|
|
|
|
|
|
Depreciation and amortization
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
%
|
•
|
lower pricing in our emulsion polymers business due to lower raw material costs for VAM in Europe; and
|
•
|
an unfavorable currency impact resulting from a strong US dollar relative to the Euro and Chinese Yuan.
|
•
|
lower Net sales.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2017
|
|
2016
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
619
|
|
|
663
|
|
|
(44
|
)
|
|
(6.6
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(12
|
)%
|
|
|
|
|
|
|
|||
Price
|
7
|
%
|
|
|
|
|
|
|
|||
Currency
|
(2
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
100.0
|
%
|
Operating profit (loss)
|
27
|
|
|
114
|
|
|
(87
|
)
|
|
(76.3
|
)%
|
Operating margin
|
4.4
|
%
|
|
17.2
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
26
|
|
|
27
|
|
|
(1
|
)
|
|
(3.7
|
)%
|
•
|
lower volume for VAM, which represents approximately two-thirds of the decrease in volume, primarily due to the expiration of a significant contract;
|
•
|
lower volume for ethanol, which represents approximately one-third of the decrease in volume, due to the planned shutdown at our ethanol production unit in Nanjing, China; and
|
•
|
an unfavorable currency impact resulting from a strong US dollar relative to the Euro and Chinese Yuan;
|
•
|
higher pricing due to higher feedstock costs, such as methanol, which positively impacted pricing for most of our products.
|
•
|
an unfavorable impact of
$53 million
to Other (charges) gains, net. During the three months ended March 31, 2017, we provided notice of termination of a contract with a key raw materials supplier at our ethanol production unit in Nanjing, China. As a result, we recorded a
$27 million
contract termination charge and an
$18 million
reduction to our non-income tax receivable. See
Note 13 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information; and
|
•
|
higher raw material costs, primarily for methanol and ethylene.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2017
|
|
2016
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Other (charges) gains, net
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|
(66.7
|
)%
|
Operating profit (loss)
|
(26
|
)
|
|
(24
|
)
|
|
(2
|
)
|
|
8.3
|
%
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
5
|
|
|
(2
|
)
|
|
(40.0
|
)%
|
Depreciation and amortization
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
(33.3
|
)%
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
an increase in cash taxes paid of $55 million; and
|
•
|
a decrease in net earnings.
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
a decrease in capital expenditures of
$8 million
.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
a decrease in net repayments on short-term debt of
$383 million
, primarily as a result of paying down our revolving credit facility during the three months ended
March 31, 2016
;
|
•
|
an increase of
$128 million
in share repurchases of our Common Stock.
|
Period
|
|
Total Number
of Shares
Purchased
(1)
|
|
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)
|
||||||||||||
January 1-31, 2017
|
|
184,286
|
|
|
$
|
78.97
|
|
|
—
|
|
|
$
|
531,000,000
|
|
February 1-28, 2017
|
|
645,102
|
|
|
$
|
89.23
|
|
|
601,041
|
|
|
$
|
478,000,000
|
|
March 1-31, 2017
|
|
860,925
|
|
|
$
|
90.40
|
|
|
860,925
|
|
|
$
|
400,000,000
|
|
Total
|
|
1,690,313
|
|
|
|
|
1,461,966
|
|
|
|
(1)
|
Includes 184,286 and 44,061 shares for January and February 2017, respectively, related to shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of
$2.4 billion
of our Common Stock since February 2008.
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 18, 2016).
|
|
|
|
3.1(a)
|
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Celanese Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 22, 2016).
|
|
|
|
3.2
|
|
Fourth Amended and Restated By-laws, amended effective February 8, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 9, 2016).
|
|
|
|
10.1*
|
|
Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, February 9, 2017.
|
|
|
|
10.2*
|
|
Form of 2017 Performance-Based Restricted Stock Unit Award Agreement.
|
|
|
|
10.3*
|
|
Agreement and General Release, dated January 18, 2017, between Celanese Corporation and Gjon N. Nivica, Jr.
|
|
|
|
10.4*
|
|
Offer Letter, dated January 6, 2017, between Celanese Corporation and Peter G. Edwards.
|
|
|
|
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.
|
(1)
|
The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
|
|
|
Mark C. Rohr
|
|
|
|
|
Chairman of the Board of Directors and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 18, 2017
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
Christopher W. Jensen
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 18, 2017
|
|
|
1
Remove all bracketed verbiage relating to "Retirement" and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for the annual grant awards and for new hire awards.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
Mark C. Rohr
|
||
|
|
Chairman and Chief Executive Officer
|
|
|
*
Note: The provisions that relate to Relative TSR shall apply to certain of the Company’s Executive Officers and such other Participants as the Committee shall determine. Other Participants shall have the same Performance RSU without the Relative TSR feature. Definitions germane only to the Relative TSR feature will be removed from the award agreement for such Participants.
|
|
Result
|
Goal Achievement for Performance Period
1
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than $
|
0%
|
Adjusted EPS
|
Threshold
|
$
|
50%
|
(70% weighting)
|
Target
|
$
|
100%
|
|
Superior
|
$ or more
|
200%
2
|
|
|
|
Result
|
Goal Achievement for Performance Period
1
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than
|
0%
|
ROCE
|
Threshold
|
|
50%
|
(30% weighting)
|
Target
|
—
|
100%
|
|
Superior
|
or more
|
200%
|
2.
|
Early Separation Date
.
If Employer and Executive mutually agree on a Separation Date earlier than that set forth above (such date referenced as the “
Early Separation Date
” or “
ESD
”), Executive will be released from work as of the ESD. Executive will still be eligible for the Consideration set forth in Paragraph 3 of this Agreement and General Release (“
Agreement
”). However, Executive agrees to waive any additional salary payment for the balance of the time period commencing on the date of the ESD through the Separation Date. In addition, the bonus payment, Long Term Equity and Cash Agreements (LTI’s) and vacation payout set forth in Paragraphs 3 (c), (d), and (f) below, respectively, will be prorated to the ESD. For purposes of this Agreement, the last day of employment will be either the Separation Date or the ESD, whichever is applicable.
|
3.
|
Consideration
.
Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, the Company and Executive agree:
|
a.
|
Resignation
.
Executive agrees to resign from employment with the Company effective on the Separation Date or the ESD, whichever is earlier. Executive will sign upon the execution of this Agreement, in writing, a resignation of employment letter as a condition of this Agreement using the format set forth at
Exhibit A
. If, after the execution date of this Agreement, a mutually agreed ESD is implemented, or any other changes occur with respect to the Separation Date expressly contemplated herein, then Executive agrees to execute and deliver a new, updated resignation to the Company, as applicable.
|
b.
|
Separation Pay
.
The Company will pay an amount equal to Executive’s current annual base salary
($540,000.00)
, plus a one-year target bonus
($378,000.00)
, for a total payment of
$918,000.00
, less any lawful deductions. Such amount shall be paid within thirty (30) days after the Separation Date or ESD, as applicable, provided that all conditions in Paragraph 4 have been satisfied on or before the date of payment
.
|
c.
|
Pro-Rata Bonus
.
Executive will be eligible to receive a bonus payout for the 2016 year. The 2016 bonus payout will be based on Executive’s annual bonus target percentage, which is 70% of Executive’s annual base salary, times a personal modifier of 1.0, modified for actual Company 2016 performance. The 2016 bonus payout will be paid to the Executive during the 2017 calendar year, but in no event later than March 15, 2017. In addition, Executive also will be eligible to receive a pro-rata bonus payout for the 2017 year based on the number of days of service completed in 2017, up to the earlier of the Separation Date or the ESD. The bonus payout will be based on Executive’s annual bonus target percentage, which is 70% of Executive’s annual base salary, times a personal modifier of 1.0, modified for actual Company performance. The 2017 pro-rata bonus payout will be paid to the Executive during the 2018 calendar year, but in no event later than March 15, 2018.
|
d.
|
Long-Term Equity and Cash Awards (“LTI’s”)
.
The Company will fulfill its obligations to Executive pursuant to the terms of the signed equity award agreements (collectively, the “
Equity Awards
”). The Company and Executive agree that the total Equity Awards for which Executive is eligible are set forth at
Exhibit C
, if Executive departs on the Separation Date. If Executive departs on an earlier ESD, the Equity Awards will be prorated accordingly as set forth in Paragraph 3.
|
e.
|
Pension, Deferred Compensation and 401(k) Plan Vesting
.
The Company will fulfill its obligations according to the terms of the respective Plans.
|
f.
|
Unused Vacation
.
The Company will pay to Executive wages for any unused vacation for 2017, and any approved vacation carried over from the prior year, under the Company’s standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Executive, less any lawful deductions, will be payable within thirty (30) days of the Separation Date or ESD; subject to Executive providing the details of any vacation days utilized during the current year through the exit interview process.
|
g.
|
Company Benefit Plans
.
Medical and dental coverage will continue according to the Employee’s current medical and dental plan elections, with no premium cost to the Employee for the earlier of (1) a period of twelve (12) months after the earlier of the Separation Date or ESD, or (2) until the date on which Executive becomes covered under another medical or dental plan. All other normal company programs (e.g., life
|
h.
|
COBRA Healthcare
.
If Executive applies for COBRA benefits, Executive shall be entitled to elect to continue such COBRA coverage for an additional six (6) months, at Executive’s expense.
|
i.
|
Return of Company Property
.
Executive will surrender to the Company, on a mutually agreeable date, all Company materials, including, but not limited to Executive’s Company laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for resolving any outstanding balances on the Company credit card.
|
j.
|
Outplacement
Services
.
The Company will pay for Outplacement Services for twelve
(12)
months, beginning seven (
7
) days after signing the Release and the letters attached as
Exhibits A and B
.
|
k.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
4.
|
No Consideration Absent Execution of this Agreement
.
Executive understands and agrees that Executive would not receive the monies and/or benefits specified in Paragraph 3 above, unless Executive signs this Agreement on the signature page without having revoked this Agreement pursuant to Paragraph 16 below, signs the letters at
Exhibits A, B,
E and F
and fulfills the promises contained herein. All such actions must be completed by Executive no later than thirty (30) days after the Separation Date or ESD, as applicable, in order for Executive to have a right to receive the monies and/or other benefits in Paragraph 3 above.
|
5.
|
General Release of Claims
.
Executive knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the People’s Republic of China (PRC), The United Kingdom (U.K.). The Netherlands and The Federal Republic of Germany (FRG), the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as the “
Company
”), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have against the Company as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:
|
•
|
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 Peoples Republic of China (PRC), Federal Republic of Germany (FRG), The Netherlands and the United Kingdom (U.K.);
|
•
|
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 PRC, U.K. The Netherlands and the FRG; and
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
6.
|
Affirmations
.
Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Company in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission (“
EEOC
”), OSHA, The National Labor Relations Board (“
NLRB
”), or a charge or complaint under applicable securities laws with the Securities and Exchange Commission (“
SEC
”) or any other federal, state, or municipal agency with appropriate jurisdiction (a “
Government Agency
”), subject to the restriction that if any such charge or complaint is filed, Employee agrees not to violate the confidentiality provisions of this Agreement, except by an order of a court having competent jurisdiction, if permitted by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Employee further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge or claim with the EEOC, or any civil action, suit or legal proceeding against the Company involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including, a judgement, relief or settlement) in such charge, civil action, suit or proceeding, unless permitted under law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC. Executive further affirms that Executive has reported all hours worked as of the date of this Agreement and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to Executive, except as provided in
|
7.
|
Confidentiality
.
Executive and the Company agree not to disclose any information regarding the existence or substance of this Agreement, except to Executive’s spouse, tax advisor, and an attorney with whom Executive chooses to consult regarding Executive’s consideration of this Agreement or as permitted by applicable law. Executive agrees and recognizes that any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company or any of its subsidiaries, divisions or affiliates, including, without limitation, all types of trade secrets, client lists or information, employee lists or information, information regarding product development, marketing plans, management organization, operating policies or manuals, performance results, business plans, financial records, or other financial, commercial, business or technical information (collectively “
Confidential Information
”), must be protected as confidential, not copied, disclosed or used other than for the benefit of the Company at any time unless and until such knowledge or information is in the public domain through no wrongful act by Executive. Executive further agrees not to divulge to anyone (other than the Company or any persons employed or designated by the Company), publish or make use of any such Confidential Information without the prior written consent of the Company, except by an order of a court having competent jurisdiction or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction.
|
8.
|
Notification of Allowable Disclosure of Trade Secret Information in the United States
.
An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
Further, an individual who files a lawsuit against his or her employer alleging retaliation for reporting a suspected violation of law, the individual may disclose the trade secret to his or her attorney. The individual may also use the trade secret information in the court proceeding, provided that he or she files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to a court order.
|
9.
|
Non-competition/Non-solicitation/Non-hire
.
Executive acknowledges and recognizes the highly competitive and confidential nature of the business of the Company. The New Hire Employee Restrictive Covenant Agreement (“
RCA
”) and the Long-Term Incentive Award Claw-Back Agreements (“
Clawback Agreement
”) listed on
Exhibit D
, include, among other obligations, promises made by Executive regarding safeguarding confidential Company information, non-competition with the Company and the non-solicitation/no hire of current employees and contractors. Except as modified in this Agreement, both the RCA and the Clawback Agreement remain in full force and effect and are part of this Agreement. The Restricted Period in the RCA is two (2) years and in the Clawback Agreement is one (1)
|
•
|
Section 1.e of the Clawback Agreement shall be modified to read as follows:
|
•
|
Section 3 of the Clawback Agreement shall be modified to add the following, at the beginning of subsections 3.a and 3.b:
|
10.
|
Governing Law and Interpretation
.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event Executive or the Company breaches any provision of this Agreement, Executive and the Company affirm that either may institute an action to specifically enforce any term or provision of this Agreement. Should any provision of this Agreement 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 Agreement in full force and effect.
|
11.
|
Non-admission of Wrongdoing
.
The parties agree that neither this Agreement nor the furnishing of the consideration for the release contained in this Agreement shall be deemed or construed at any time for any purpose as an admission by the Company of any liability or unlawful conduct of any kind.
|
12.
|
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, managers. Likewise the Company’s senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, Executive’s reputation and/or Executive’s business.
|
13.
|
Future Cooperation after Separation Date
.
After the Separation Date or ESD,
Executive agrees to make reasonable efforts to assist Company including but not limited to: responding to telephone calls, assisting with transition duties, assisting with issues that arise after the Separation Date 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
|
14.
|
Injunctive Relief
.
Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by Executive of this Agreement and that monetary damages would be grossly inadequate. Accordingly, Executive agrees that in the event of a breach, or threatened breach by him 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.
|
15.
|
Review Period
.
Executive is hereby advised Executive has up to twenty-one (21) calendar days, from the date Executive receives it, to review this Agreement and to consult with an attorney prior to execution of this Agreement. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
|
16.
|
Revocation Period and Effective Date
.
If Executive signs and returns to the Company a copy of this Agreement, Executive has a period of seven (7) days (“
Revocation Period
”) following the date of such execution to revoke this Agreement, after which time this Agreement will become effective (“
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 Executive signs this Agreement at which time the Revocation Period shall expire.
|
17.
|
Supplemental Agreement and General Release
.
As a condition of this Agreement, if Executive executes this Agreement before the Separation Date or ESD, as applicable, then Executive will execute the letter set forth at
Exhibit E
on Executive’s last day of employment with the Company and will execute the letter set forth at
Exhibit F
no sooner than seven (7) days after Executive executes
Exhibit E.
|
18.
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Amendment
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This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement.
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19.
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Entire Agreement
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This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to Executive. Executive acknowledges that Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement, except for those set forth in this Agreement
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Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements, the RCA and the Clawback Agreement executed by Executive shall remain in full force and effect.
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20.
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HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 3 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY. NO CLAIMS SEEKING ENFORCEMENT OF EXECUTIVE’S RIGHTS UNDER THIS AGREEMENT ARE WAIVED.
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Executive
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Celanese Corporation
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By:
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/s/ Gjon N. Nivica
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By:
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/s/ Jill Rogers
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Gjon N. Nivica, Jr.
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Jill Rogers
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Vice President, Human Resources
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1.
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[New Hire] Confidentiality and Non-Compete Covenants [Agreement] dated as of March 31, 2009.
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2.
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Long-Term Incentive Award Claw-Back Agreement dated as of June 29, 2009 (effective as of April 22, 2009).
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3.
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Long-Term Incentive Award Claw-Back Agreement dated as of May 14, 2010 (effective as of April 23, 2009).
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þ
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I accept the above described offer of employment with Celanese and understand that my employment status will be considered at-will and may be terminated at any time for any reason.
Upon acceptance of this offer, I agree to keep the terms and conditions of this agreement confidential.
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o
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I decline your offer of employment.
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Signature:
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/s/ Peter G. Edwards
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Date:
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1/16/2017
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Peter G. Edwards
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/s/ MARK C. ROHR
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Mark C. Rohr
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Chairman of the Board of Directors and
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Chief Executive Officer
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April 18, 2017
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/s/ CHRISTOPHER W. JENSEN
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Christopher W. Jensen
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Executive Vice President and
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Chief Financial Officer
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April 18, 2017
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/s/ MARK C. ROHR
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Mark C. Rohr
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Chairman of the Board of Directors and
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Chief Executive Officer
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April 18, 2017
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/s/ CHRISTOPHER W. JENSEN
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Christopher W. Jensen
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Executive Vice President and
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Chief Financial Officer
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April 18, 2017
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