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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 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 West Las Colinas Blvd., Suite 900N, Irving, TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Series A Common Stock, par value $0.0001 per share
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New York Stock Exchange
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3.250% Senior Notes due 2019
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New York Stock Exchange
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1.125% Senior Notes due 2023
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New York Stock Exchange
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1.250% Senior Notes due 2025
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New York Stock Exchange
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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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PART I
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PART II
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PART III
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PART IV
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Products
|
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Major End-Use
Applications |
|
Principal Competitors
|
|
Key Raw Materials
|
• Polyoxymethylene ("POM")
• Ultra-high molecular weight polyethylene ("UHMW-PE")
• Polybutylene terephthalate
("PBT")
• Long-fiber reinforced thermoplastics ("LFRT")
• Liquid crystal polymers ("LCP")
• Thermoplastic elastomers ("TPE")
• Nylon compounds or formulations
• Polypropylene compounds or formulations
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• Automotive
• Medical
• Industrial
• Energy storage
• Consumer electronics
• Appliances
• Filtration equipment
• Telecommunications
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• BASF SE
• E. I. du Pont de Nemours and Company
• Koninklijke DSM N.V.
• SABIC Innovative Plastics
• Solvay S.A.
Other regional competitors:
• Asahi Kasei Corporation
• Braskem S.A.
• Lanxess AG
• Mitsubishi Gas Chemical Company, Inc.
• Sumitomo Corporation
• Teijin Limited
• Toray Industries, Inc.
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• Formaldehyde (for POM)
• Ethylene (for UHMW-PE and TPE)
• Polypropylene (for LFRT)
• Fibers (for LFRT)
• Acetic anhydride (for LCP)
• Propylene (for TPE)
• Styrene (for TPE)
• Butadiene (for TPE)
• PA6 (for nylon)
• PA66 (for nylon)
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•
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Overview
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•
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Key Products
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•
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Geographic Regions
|
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Year Ended December 31,
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||||||||||||||||
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2017
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2016
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2015
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||||||||||||
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(In $ millions, except percentages)
|
||||||||||||||||
North America
|
575
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|
|
28
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%
|
|
511
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|
|
35
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%
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496
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|
|
37
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%
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Europe and Africa
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1,007
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|
|
48
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%
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|
564
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|
39
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%
|
|
526
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|
|
40
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%
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Asia-Pacific
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447
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|
|
21
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%
|
|
332
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|
|
23
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%
|
|
266
|
|
|
20
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%
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South America
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67
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|
|
3
|
%
|
|
37
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|
|
3
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%
|
|
38
|
|
|
3
|
%
|
Total
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2,096
|
|
|
100
|
%
|
|
1,444
|
|
|
100
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%
|
|
1,326
|
|
|
100
|
%
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•
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Customers
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Products
|
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Major End-Use
Applications |
|
Principal Competitors
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Key Raw Materials
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Cellulose derivatives
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• Acetate tow
• Acetate flake
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• Filtration
• Films
• Flexible packaging
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• Daicel Corporation
• Eastman Chemical Company
• Mitsubishi Rayon Co., Ltd
• Blackstone Rhodia
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• Wood pulp
• Acetic acid
• Acetic anhydride
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Food ingredients
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• Acesulfame potassium ("Ace-K")
• Potassium sorbate
• Sorbic acid
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• Beverages
• Confections
• Baked goods
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• Anhui Jinhe Industry Co., Ltd.
• Suzhou Hope Technology Co., Ltd.
• Ajinomoto Co. Inc.
• The NutraSweet Company
• Tate & Lyle plc
• Daicel Corporation
• Nantong Acetic Acid Chemical Co., Ltd.
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• Diketene (for Ace-K)
For potassium sorbate and sorbic acid:
• Acetic acid
• Crotonaldehyde
• Ethylene
• Potassium hydroxide
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•
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Overview
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•
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Key Products
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•
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Geographic Regions
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(1)
|
Excludes intersegment sales of
$2 million
,
$0 million
and
$0 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
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•
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Customers
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•
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Competition
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Products
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Major End-Use
Applications |
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Principal Competitors
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Key Raw Materials
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Emulsion polymers
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• Conventional emulsions
• Vinyl acetate ethylene ("VAE") emulsions
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• Paints
• Coatings
• Adhesives
• Textiles
• Paper finishing
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• BASF SE
• Dairen Chemical Corporation
• The Dow Chemical Company
• Wacker Chemie AG
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• Vinyl acetate monomer ("VAM")
• Ethylene
• Acrylate esters
• Styrene
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EVA polymers
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• Ethylene vinyl acetate ("EVA") resins and compounds
• Low-density polyethylene resins ("LDPE")
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• Flexible packaging
• Lamination products
• Automotive parts
• Hot melt adhesives
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• Arkema
• E. I. du Pont de Nemours and Company
• ExxonMobil Chemical
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• VAM
• Ethylene
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•
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Overview
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•
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Key Products
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•
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Geographic Regions
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(1)
|
Excludes intersegment sales of
$4 million
,
$3 million
and
$0 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
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•
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Customers
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Products
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Major End-Use
Applications |
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Principal Competitors
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Key Raw Materials
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• Acetic acid
• VAM
• Acetic anhydride
• Acetaldehyde
• Ethyl acetate
• Formaldehyde
• Butyl acetate
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• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Solvents
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• BASF SE
• BP PLC
• Chang Chun Petrochemical Co., Ltd.
• Daicel Corporation
• The Dow Chemical Company
• Eastman Chemical Company
• E. I. du Pont de Nemours and Company
• Jiangsu Sopo (Group) Co., Ltd.
• Kuraray Co., Ltd.
• LyondellBasell Industries N.V.
• Nippon Gohsei
• Perstorp Inc.
• Showa Denko K.K.
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For acetic acid and VAM:
• Carbon monoxide
• Methanol
• Ethylene
For solvents and derivatives:
• Methanol
• Acetic acid
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•
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Overview
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•
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Key Products
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•
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Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives and in the manufacture of photographic films and coated papers;
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•
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Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume;
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•
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Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane; and
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•
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Other chemicals, such as crotonaldehyde, which are used by our food ingredients business for the production of sorbic acid and potassium sorbates, as well as raw materials for the fragrance and food ingredients industry.
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•
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Geographic Regions
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|
Year Ended December 31,
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||||||||||||||||
|
2017
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|
2016
|
|
2015
|
||||||||||||
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(In $ millions, except percentages)
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||||||||||||||||
North America
|
727
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|
|
32
|
%
|
|
645
|
|
|
32
|
%
|
|
588
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|
|
26
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%
|
Europe and Africa
|
532
|
|
|
24
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%
|
|
493
|
|
|
24
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%
|
|
711
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|
|
31
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%
|
Asia-Pacific
|
911
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|
|
41
|
%
|
|
833
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|
|
41
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%
|
|
932
|
|
|
40
|
%
|
South America
|
72
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|
|
3
|
%
|
|
69
|
|
|
3
|
%
|
|
66
|
|
|
3
|
%
|
Total
(1)
|
2,242
|
|
|
100
|
%
|
|
2,040
|
|
|
100
|
%
|
|
2,297
|
|
|
100
|
%
|
(1)
|
Excludes intersegment sales of
$427 million
,
$401 million
and
$447 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
•
|
Customers
|
|
Location of
Headquarters
|
|
Ownership
|
|
Partner(s)
|
|
Year
Entered
|
Equity Method Investments
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
|
|
|
|
|
|
|
National Methanol Company
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Saudi
Arabia
|
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25 %
|
|
Saudi Basic Industries Corporation (50%);
Texas Eastern Arabian Corporation Ltd. (25%)
|
|
1981
|
KEPCO
|
South
Korea
|
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50 %
|
|
Mitsubishi Gas Chemical Company, Inc. (40%);
Mitsubishi Corporation (10%)
|
|
1999
|
Polyplastics
|
Japan
|
|
45 %
|
|
Daicel Corporation (55%)
|
|
1964
|
Fortron Industries LLC
|
US
|
|
50 %
|
|
Kureha America Inc. (50%)
|
|
1992
|
Cost Method Investments
|
|
|
|
|
|
|
|
Consumer Specialties
|
|
|
|
|
|
|
|
Kunming Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation (70%)
|
|
1993
|
Nantong Cellulose Fibers Co. Ltd.
|
China
|
|
31 %
|
|
China National Tobacco Corporation (69%)
|
|
1986
|
Zhuhai Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation (70%)
|
|
1993
|
|
As of December 31, 2017
|
|
(In percentages)
|
InfraServ GmbH & Co. Gendorf KG
(1)
|
39
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
InfraServ GmbH & Co. Knapsack KG
(1)
|
27
|
(1)
|
See
Note 29 - Subsequent Events
in the accompanying consolidated financial statements for further information.
|
|
Employees as of
December 31, 2017 |
|
North America
|
|
|
US
|
2,608
|
|
Canada
|
242
|
|
Mexico
|
683
|
|
Total
|
3,533
|
|
Europe
|
|
|
Germany
|
1,556
|
|
Other Europe
|
1,293
|
|
Total
|
2,849
|
|
Asia
|
1,072
|
|
Rest of World
|
138
|
|
Total
|
7,592
|
|
•
|
Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses;
|
•
|
Capacity constraints, e.g., due to construction delays, labor disruption, involuntary shutdowns or turnarounds;
|
•
|
The inability of a supplier to meet our delivery orders or a supplier's choice not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;
|
•
|
The general level of business and economic activity; and
|
•
|
The direct or indirect effect of governmental regulation (including the impact of government regulation relating to climate change).
|
•
|
Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that are determined to be material adverse events under our existing senior credit agreement (the "Credit Agreement") or our indentures (the "Indentures") governing our
€300 million
in aggregate principal amount of
3.250%
senior unsecured notes due 2019,
$400 million
in aggregate principal amount of
5.875%
senior unsecured notes due 2021,
$500 million
in aggregate principal amount of
4.625%
senior unsecured notes due 2022,
€750 million
in aggregate principal amount of
1.125%
senior unsecured notes due 2023 and
€300 million
in aggregate principal amount of
1.250%
senior unsecured notes due 2025 (collectively, the "Senior Notes");
|
•
|
Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our Common Stock;
|
•
|
Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
|
•
|
Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies;
|
•
|
Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
|
•
|
Limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; and
|
•
|
Limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Corporate Offices
|
|
|
|
|
Amsterdam, Netherlands
|
|
Leased
|
|
Administrative offices
|
Budapest, Hungary
|
|
Leased
|
|
Administrative offices
|
Irving, Texas, US
|
|
Leased
|
|
Corporate headquarters
|
Nanjing, China
|
|
Leased
|
|
Administrative offices
|
Shanghai, China
|
|
Leased
|
|
Administrative offices
|
Sulzbach, Germany
|
|
Leased
|
|
Administrative offices
|
Advanced Engineered Materials
|
|
|
|
|
Auburn Hills, Michigan, US
|
|
Leased
|
|
Automotive Development Center
|
Bishop, Texas, US
|
|
Owned
|
|
Polyoxymethylene ("POM"), Ultra-high molecular weight polyethylene ("UHMW-PE"), Compounding
|
Campo Bom, Brazil
|
|
Leased
|
|
Compounding
|
Ferrara, Italy
|
|
Leased
|
|
Compounding
|
Florence, Kentucky, US
|
|
Owned
|
|
Compounding
|
Forli, Italy
|
|
Leased
|
|
Compounding
|
Frankfurt am Main, Germany
(1)(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
POM, Compounding
|
Fuji City, Japan
|
|
Owned by Polyplastics Co., Ltd.
(5)
|
|
POM, Polybutylene terephthalate, Liquid crystal polymers ("LCP"), Compounding
|
Jubail, Saudi Arabia
|
|
Owned by National Methanol Company
(5)
|
|
Methyl tertiary-butyl ether, Methanol, POM
|
Kaiserslautern, Germany
(1)
|
|
Leased
|
|
Long-fiber reinforced thermoplastics ("LFRT")
|
Kuantan, Malaysia
|
|
Owned by Polyplastics Co., Ltd.
(5)
|
|
POM, Compounding
|
Lebanon, Tennessee, US
|
|
Owned
|
|
Compounding
|
Mantova, Italy
|
|
Leased
|
|
Compounding
|
Nanjing, China
(2)
|
|
Owned
|
|
LFRT, UHMW-PE, Compounding
|
Oberhausen, Germany
(1)
|
|
Leased
|
|
UHMW-PE
|
Shelby, North Carolina, US
|
|
Owned
|
|
LCP, Compounding
|
Silao, Mexico
|
|
Leased
|
|
Compounding
|
Spondon, Derby, United Kingdom
|
|
Owned
|
|
Acetate film
|
Suzano, Brazil
(1)
|
|
Leased
|
|
Compounding
|
Suzhou, China
(8)
|
|
Owned
|
|
Compounding
|
Ulsan, South Korea
|
|
Owned by Korea Engineering Plastics Co., Ltd.
(5)
|
|
POM
|
Utzenfeld, Germany
|
|
Owned
|
|
Compounding
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Advanced Engineered Materials
|
|
|
|
|
Wehr, Germany
|
|
Owned
|
|
Compounding
|
Wilmington, North Carolina, US
|
|
Owned by Fortron Industries LLC
(5)
|
|
Polyphenylene sulfide
|
Winona, Minnesota, US
|
|
Owned
|
|
LFRT
|
Consumer Specialties
|
|
|
|
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
Sorbates, Sunett
®
sweetener
|
Kunming, China
|
|
Leased by Kunming Cellulose Fibers Co. Ltd.
(6)
|
|
Acetate tow
|
Lanaken, Belgium
|
|
Owned
|
|
Acetate tow
|
Nantong, China
|
|
Owned by Nantong Cellulose Fibers Co. Ltd.
(7)
|
|
Acetate tow, Acetate flake
|
Narrows, Virginia, US
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Ocotlán, Mexico
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Zhuhai, China
|
|
Leased by Zhuhai Cellulose Fibers Co. Ltd.
(6)
|
|
Acetate tow
|
Industrial Specialties
|
|
|
|
|
Boucherville, Quebec, Canada
|
|
Owned
|
|
Conventional emulsions
|
Edmonton, Alberta, Canada
|
|
Owned
|
|
Low-density polyethylene resins, Ethylene vinyl acetate
|
Enoree, South Carolina, US
|
|
Owned
|
|
Conventional emulsions, Vinyl acetate ethylene ("VAE") emulsions
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
Conventional emulsions, VAE emulsions
|
Geleen, Netherlands
|
|
Owned
|
|
VAE emulsions
|
Jurong Island, Singapore
(1)
|
|
Leased
|
|
VAE emulsions
|
Nanjing, China
(2)
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Perstorp, Sweden
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Acetyl Intermediates
|
|
|
|
|
Bay City, Texas, US
(1)
|
|
Leased
|
|
Vinyl acetate monomer ("VAM")
|
Bishop, Texas, US
|
|
Owned
|
|
Formaldehyde, Paraformaldehyde
|
Cangrejera, Mexico
|
|
Owned
|
|
Acetic anhydride, Ethyl acetate, Acetone derivatives
|
Clear Lake, Texas, US
(4)
|
|
Owned
|
|
Acetic acid, VAM, Methanol
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
Acetaldehyde, VAM
|
Jurong Island, Singapore
(1)
|
|
Leased
|
|
Acetic acid, Butyl acetate, Ethyl acetate, VAM
|
Nanjing, China
(2)
|
|
Owned
|
|
Acetic acid, Acetic anhydride, VAM
|
(1)
|
Celanese owns the assets on this site and leases the land through the terms of a long-term land lease.
|
(2)
|
Multiple Celanese business segments conduct operations at the Nanjing facility. Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 46 to 50 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
(3)
|
Multiple Celanese business segments conduct operations at the Frankfurt Hoechst Industrial Park located in Frankfurt am Main, Germany.
|
(4)
|
Methanol is produced by our joint venture, Fairway Methanol LLC, in which Celanese owns a 50% interest.
|
(5)
|
A Celanese equity method investment.
|
(6)
|
A Celanese cost method investment. The investment owns the assets on this site and leases the land from China National Tobacco Corporation.
|
(7)
|
A Celanese cost method investment. Nantong Cellulose Fibers Co. Ltd. owns the assets on this site and the land through "land use right grants" with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
(8)
|
Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 41 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
Name
|
|
Age
|
|
Position
|
|
Mark C. Rohr
|
|
66
|
|
|
Chairman of the Board of Directors and Chief Executive Officer, President
|
Scott M. Sutton
|
|
53
|
|
|
Chief Operating Officer
|
Peter G. Edwards
|
|
56
|
|
|
Executive Vice President and General Counsel
|
Christopher W. Jensen
|
|
51
|
|
|
Executive Vice President and Chief Financial Officer
|
Kevin S. Oliver
|
|
46
|
|
|
Chief Accounting Officer and Acting Chief Financial Officer
|
Shannon L. Jurecka
|
|
48
|
|
|
Senior Vice President and Chief Human Resources Officer
|
|
Price Range
|
|
Dividends
Declared
|
|||||
|
High
|
|
Low
|
|
||||
|
(In $ per share)
|
|||||||
2017
|
|
|
|
|
|
|||
Quarter ended March 31, 2017
|
93.05
|
|
|
78.38
|
|
|
0.36
|
|
Quarter ended June 30, 2017
|
96.97
|
|
|
83.34
|
|
|
0.46
|
|
Quarter ended September 30, 2017
|
104.75
|
|
|
91.15
|
|
|
0.46
|
|
Quarter ended December 31, 2017
|
109.70
|
|
|
101.88
|
|
|
0.46
|
|
2016
|
|
|
|
|
|
|||
Quarter ended March 31, 2016
|
67.99
|
|
|
55.07
|
|
|
0.30
|
|
Quarter ended June 30, 2016
|
74.55
|
|
|
61.11
|
|
|
0.36
|
|
Quarter ended September 30, 2016
|
71.18
|
|
|
60.59
|
|
|
0.36
|
|
Quarter ended December 31, 2016
|
84.97
|
|
|
63.02
|
|
|
0.36
|
|
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)
|
||||||
October 1 - 31, 2017
|
|
10,676
|
|
|
$
|
104.10
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
November 1 - 30, 2017
|
|
924
|
|
|
$
|
104.02
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
December 1 - 31, 2017
|
|
38,605
|
|
|
$
|
106.36
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
Total
|
|
50,205
|
|
|
|
|
—
|
|
|
|
(1)
|
Represents shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors has authorized the aggregate repurchase of
$3.9 billion
of our Common Stock since February 2008, including an increase of
$1.5 billion
on July 17, 2017.
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
6,140
|
|
|
5,389
|
|
|
5,674
|
|
|
6,802
|
|
|
6,510
|
|
Other (charges) gains, net
|
(60
|
)
|
|
(11
|
)
|
|
(351
|
)
|
|
15
|
|
|
(158
|
)
|
Operating profit (loss)
|
901
|
|
|
893
|
|
|
326
|
|
|
758
|
|
|
1,508
|
|
Earnings (loss) from continuing operations before tax
|
1,075
|
|
|
1,030
|
|
|
488
|
|
|
941
|
|
|
1,609
|
|
Earnings (loss) from continuing operations
|
862
|
|
|
908
|
|
|
287
|
|
|
627
|
|
|
1,101
|
|
Earnings (loss) from discontinued operations
|
(13
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
843
|
|
|
900
|
|
|
304
|
|
|
624
|
|
|
1,101
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations — basic
|
6.21
|
|
|
6.22
|
|
|
2.03
|
|
|
4.07
|
|
|
6.93
|
|
Continuing operations — diluted
|
6.19
|
|
|
6.19
|
|
|
2.01
|
|
|
4.04
|
|
|
6.91
|
|
Balance Sheet Data (as of the end of period)
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
9,538
|
|
|
8,357
|
|
|
8,586
|
|
|
8,796
|
|
|
8,994
|
|
Total debt
|
3,641
|
|
|
3,008
|
|
|
2,981
|
|
|
2,723
|
|
|
3,040
|
|
Total Celanese Corporation stockholders' equity
|
2,887
|
|
|
2,588
|
|
|
2,378
|
|
|
2,818
|
|
|
2,699
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
305
|
|
|
290
|
|
|
357
|
|
|
292
|
|
|
305
|
|
Capital expenditures
(1)
|
281
|
|
|
247
|
|
|
483
|
|
|
681
|
|
|
408
|
|
Dividends paid per common share
(2)
|
1.74
|
|
|
1.38
|
|
|
1.15
|
|
|
0.93
|
|
|
0.53
|
|
(1)
|
Amounts include accrued capital expenditures. Amounts do not include capital expenditures related to capital lease obligations.
|
(2)
|
Annual dividends for the year ended
December 31, 2017
consist of one quarterly dividend payment of
$0.36
per share and three quarterly dividend payments of
$0.46
per share. Annual dividends for the year ended
December 31, 2016
consist of one quarterly dividend payment of
$0.30
per share and three quarterly dividend payments of
$0.36
per share. See
Note 17 - Stockholders' Equity
in the accompanying consolidated financial statements for further information.
|
•
|
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;
|
•
|
the ability to identify desirable potential acquisition targets and to consummate acquisition or investment transactions, including obtaining regulatory approvals, consistent with our strategy;
|
•
|
market acceptance of our technology;
|
•
|
the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
|
•
|
changes in tax rates or legislation throughout the world including, but not limited to, adjustments, changes in estimates or interpretations that may impact recorded or future tax impacts associated with the Tax Cuts and Jobs Act (the "TCJA") enacted on December 22, 2017;
|
•
|
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 claims or litigation, including investigations or enforcement actions, 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 Annual Report.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
6,140
|
|
|
5,389
|
|
|
751
|
|
|
5,389
|
|
|
5,674
|
|
|
(285
|
)
|
Gross profit
|
1,515
|
|
|
1,405
|
|
|
110
|
|
|
1,405
|
|
|
1,318
|
|
|
87
|
|
Selling, general and administrative ("SG&A") expenses
|
(456
|
)
|
|
(416
|
)
|
|
(40
|
)
|
|
(416
|
)
|
|
(506
|
)
|
|
90
|
|
Other (charges) gains, net
|
(60
|
)
|
|
(11
|
)
|
|
(49
|
)
|
|
(11
|
)
|
|
(351
|
)
|
|
340
|
|
Operating profit (loss)
|
901
|
|
|
893
|
|
|
8
|
|
|
893
|
|
|
326
|
|
|
567
|
|
Equity in net earnings (loss) of affiliates
|
183
|
|
|
155
|
|
|
28
|
|
|
155
|
|
|
181
|
|
|
(26
|
)
|
Interest expense
|
(122
|
)
|
|
(120
|
)
|
|
(2
|
)
|
|
(120
|
)
|
|
(119
|
)
|
|
(1
|
)
|
Refinancing expense
|
—
|
|
|
(6
|
)
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Dividend income - cost investments
|
108
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|
107
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
1,075
|
|
|
1,030
|
|
|
45
|
|
|
1,030
|
|
|
488
|
|
|
542
|
|
Earnings (loss) from continuing operations
|
862
|
|
|
908
|
|
|
(46
|
)
|
|
908
|
|
|
287
|
|
|
621
|
|
Earnings (loss) from discontinued operations
|
(13
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
Net earnings (loss)
|
849
|
|
|
906
|
|
|
(57
|
)
|
|
906
|
|
|
285
|
|
|
621
|
|
Net earnings (loss) attributable to Celanese Corporation
|
843
|
|
|
900
|
|
|
(57
|
)
|
|
900
|
|
|
304
|
|
|
596
|
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
305
|
|
|
290
|
|
|
15
|
|
|
290
|
|
|
357
|
|
|
(67
|
)
|
SG&A expenses as a percentage of Net sales
|
7.4
|
%
|
|
7.7
|
%
|
|
|
|
7.7
|
%
|
|
8.9
|
%
|
|
|
||
Operating margin
(1)
|
14.7
|
%
|
|
16.6
|
%
|
|
|
|
16.6
|
%
|
|
5.7
|
%
|
|
|
||
Other (charges) gains, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee termination benefits
|
(4
|
)
|
|
(11
|
)
|
|
7
|
|
|
(11
|
)
|
|
(53
|
)
|
|
42
|
|
InfraServ ownership change
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Asset impairments
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
(2
|
)
|
|
(126
|
)
|
|
124
|
|
Other plant/office closures
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Singapore contract termination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
174
|
|
Commercial disputes
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
2
|
|
|
—
|
|
Total Other (charges) gains, net
|
(60
|
)
|
|
(11
|
)
|
|
(49
|
)
|
|
(11
|
)
|
|
(351
|
)
|
|
340
|
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
576
|
|
|
638
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
326
|
|
|
118
|
|
Long-term debt, net of unamortized deferred financing costs
|
3,315
|
|
|
2,890
|
|
Total debt
|
3,641
|
|
|
3,008
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
|||
|
(In percentages)
|
|||||||||||
Advanced Engineered Materials
|
46
|
|
|
(2
|
)
|
|
1
|
|
—
|
|
45
|
|
Consumer Specialties
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
—
|
|
(16
|
)
|
Industrial Specialties
|
1
|
|
|
3
|
|
|
—
|
|
—
|
|
4
|
|
Acetyl Intermediates
|
(5
|
)
|
|
14
|
|
|
—
|
|
—
|
|
9
|
|
Total Company
|
9
|
|
|
5
|
|
|
—
|
|
—
|
|
14
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
11
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
9
|
|
Consumer Specialties
|
4
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
(4
|
)
|
Industrial Specialties
|
(1
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
(10
|
)
|
Acetyl Intermediates
|
(2
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
2
|
|
(11
|
)
|
Total Company
|
2
|
|
|
(8
|
)
|
|
(1
|
)
|
|
2
|
|
(5
|
)
|
(1)
|
The decrease in recognized actuarial loss primarily relates to higher asset returns, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from
3.7%
to
3.3%
.
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
SG&A expenses
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(81
|
)
|
|
(77
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Other charges (gains), net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Total
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(85
|
)
|
|
(83
|
)
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
Interest cost and expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Special termination benefit
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Recognized actuarial (gain) loss
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
Curtailment / settlement (gain) loss
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Total
|
1
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(20
|
)
|
|
(23
|
)
|
(1)
|
The decrease in recognized actuarial loss primarily relates to higher asset returns and a gain of $48 million reflecting the incorporation of the RP-2016 mortality tables into the actuarial assumptions for the US pension plans as of December 31, 2016, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from
4.0%
to
3.7%
.
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Cost of sales
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
SG&A expenses
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(17
|
)
|
|
(21
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Other charges (gains), net
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Total
|
1
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(20
|
)
|
|
(23
|
)
|
•
|
higher volume in our Advanced Engineered Materials segment, primarily related to Net sales generated from SO.F.TER. S.r.l. ("SOFTER") and from the nylon compounding division of Nilit Group ("Nilit"), as well as within our base business, which was driven by new project launches and pipeline growth globally; and
|
•
|
higher pricing for most of our products in our Acetyl Intermediates segment;
|
•
|
lower acetate tow pricing and volume in our Consumer Specialties segment; and
|
•
|
lower volume for ethanol in our Acetyl Intermediates segment.
|
•
|
an increase in spending of approximately $100 million in our Advanced Engineered Materials segment and Other Activities primarily related to ongoing merger, acquisition and integration related costs;
|
•
|
a decrease in pension and other postretirement plan net periodic benefit cost of
$77 million
.
|
•
|
an increase in Net sales; and
|
•
|
cost savings in our Acetyl Intermediates and Consumer Specialties segments, primarily due to productivity initiatives;
|
•
|
higher raw material costs, primarily in our Acetyl Intermediates segment;
|
•
|
higher plant spending of
$138 million
in our Advanced Engineered Materials segment, primarily related to our acquisitions of SOFTER and Nilit, as these acquired businesses incur ongoing plant spending;
|
•
|
an unfavorable impact of
$49 million
to Other (charges) gains, net in our Acetyl Intermediates segment. During the year ended
December 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 an estimated
$51 million
of plant/office closure costs primarily consisting of a
$22 million
contract termination charge and a
$21 million
reduction to our non-income tax receivable. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information; and
|
•
|
an increase in SG&A expenses.
|
•
|
an increase in equity in net earnings (loss) of affiliates of
$20 million
from our Ibn Sina strategic affiliate as a result of higher pricing and timing of turnaround activity.
|
•
|
lower pricing, primarily for acetic acid and VAM in our Acetyl Intermediates segment and acetate tow in our Consumer Specialties segment; and
|
•
|
lower pricing in our Industrial Specialties segment;
|
•
|
higher volume, primarily for POM, in our Advanced Engineered Materials segment; and
|
•
|
higher acetate tow volume in our Consumer Specialties segment.
|
•
|
lower functional spending and incentive compensation costs of $31 million;
|
•
|
productivity initiatives across all of our business segments; and
|
•
|
a decrease in pension and other postretirement plan net periodic benefit cost of
$21 million
.
|
•
|
lower raw material costs across all of our business segments;
|
•
|
a favorable impact from Other (charges) gains, net of
$340 million
. In December 2015, we terminated our existing agreement with a raw materials supplier in Singapore. In connection with the contract termination, we recorded
$174 million
to Other (charges) gains, net, which did not recur in 2016. We also recorded long-lived asset impairment losses of
$123 million
to fully write-off certain ethanol related assets at our acetyl facility in Nanjing, China during the three months ended December 31, 2015, which did not recur in 2016. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information; and
|
•
|
a decrease in SG&A expenses;
|
•
|
lower Net sales.
|
•
|
a decrease in equity in net earnings (loss) of affiliates of
$50 million
from our Ibn Sina strategic affiliate as a result of lower pricing for methyl tertiary-butyl ether ("MTBE") and methanol.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
2,096
|
|
|
1,444
|
|
|
652
|
|
|
45.2
|
%
|
|
1,444
|
|
|
1,326
|
|
|
118
|
|
|
8.9
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Volume
|
46
|
%
|
|
|
|
|
|
|
|
11
|
%
|
|
|
|
|
|
|
||||||
Price
|
(2)
|
%
|
|
|
|
|
|
|
|
(2)
|
%
|
|
|
|
|
|
|
||||||
Currency
|
1
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|
(2
|
)
|
|
(7
|
)
|
|
5
|
|
|
(71.4
|
)%
|
Operating profit (loss)
|
383
|
|
|
350
|
|
|
33
|
|
|
9.4
|
%
|
|
350
|
|
|
235
|
|
|
115
|
|
|
48.9
|
%
|
Operating margin
|
18.3
|
%
|
|
24.2
|
%
|
|
|
|
|
|
24.2
|
%
|
|
17.7
|
%
|
|
|
|
|
|
|||
Equity in net earnings (loss) of affiliates
|
168
|
|
|
122
|
|
|
46
|
|
|
37.7
|
%
|
|
122
|
|
|
150
|
|
|
(28
|
)
|
|
(18.7
|
)%
|
Depreciation and amortization
|
108
|
|
|
92
|
|
|
16
|
|
|
17.4
|
%
|
|
92
|
|
|
99
|
|
|
(7
|
)
|
|
(7.1
|
)%
|
•
|
higher volume primarily due to Net sales generated from SOFTER and from Nilit, which represents approximately three-fourths of the increase in volume; and
|
•
|
higher volume within our base business driven by new project launches and pipeline growth globally, which represents the remainder of the volume growth;
|
•
|
lower pricing for most of our products due to customer and regional mix.
|
•
|
higher Net sales;
|
•
|
higher plant spending of
$138 million
, primarily related to our acquisitions of SOFTER and Nilit, as these acquired businesses incur ongoing plant spending;
|
•
|
higher energy and raw material costs, primarily related to methanol; and
|
•
|
higher depreciation and amortization expense, primarily related to our acquisitions of SOFTER and Nilit.
|
•
|
an increase in equity investment in earnings of $20 million from our Ibn Sina strategic affiliate as a result of higher pricing and timing of turnaround activity;
|
•
|
an increase in equity investment in earnings of $11 million from our InfraServ GmbH & Co. Hoechst KG affiliate as a result of an ownership change between our Advanced Engineered Materials and Other Activities segments. See
Note 9 - Investment in Affiliates
in the accompanying consolidated financial statements for further information; and
|
•
|
an increase in equity investment in earnings of $8 million and $7 million from our Fortron Industries LLC ("Fortron") and Polyplastics Co., Ltd. ("Polyplastics") strategic affiliates, respectively, as a result of higher demand.
|
•
|
higher volume, primarily for POM in Europe and Asia, driven by new project launches and base business growth;
|
•
|
lower pricing in POM due to regional and customer mix.
|
•
|
higher Net sales;
|
•
|
lower energy and raw material costs, primarily for methanol and polyester; and
|
•
|
cost savings of $18 million primarily due to productivity initiatives.
|
•
|
a decrease in equity in net earnings (loss) of affiliates of
$50 million
from our Ibn Sina strategic affiliate as a result of lower pricing for MTBE and methanol;
|
•
|
an increase in equity in net earnings (loss) of affiliates from our Polyplastics and Korea Engineering Plastics Co., Ltd. ("KEPCO") strategic affiliates of
$15 million
and
$9 million
, respectively, primarily as a result of higher demand.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
785
|
|
|
929
|
|
|
(144
|
)
|
|
(15.5
|
)%
|
|
929
|
|
|
969
|
|
|
(40
|
)
|
|
(4.1
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volume
|
(8
|
)%
|
|
|
|
|
|
|
|
4
|
%
|
|
|
|
|
|
|
||||||
Price
|
(8
|
)%
|
|
|
|
|
|
|
|
(8
|
)%
|
|
|
|
|
|
|
||||||
Currency
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|
(2
|
)
|
|
(25
|
)
|
|
23
|
|
|
(92.0
|
)%
|
Operating profit (loss)
|
218
|
|
|
302
|
|
|
(84
|
)
|
|
(27.8
|
)%
|
|
302
|
|
|
262
|
|
|
40
|
|
|
15.3
|
%
|
Operating margin
|
27.8
|
%
|
|
32.5
|
%
|
|
|
|
|
|
32.5
|
%
|
|
27.0
|
%
|
|
|
|
|
|
|||
Equity in net earnings (loss) of affiliates
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
%
|
|
3
|
|
|
2
|
|
|
1
|
|
|
50.0
|
%
|
Dividend income - cost investments
|
107
|
|
|
107
|
|
|
—
|
|
|
—
|
%
|
|
107
|
|
|
106
|
|
|
1
|
|
|
0.9
|
%
|
Depreciation and amortization
|
44
|
|
|
45
|
|
|
(1
|
)
|
|
(2.2
|
)%
|
|
45
|
|
|
60
|
|
|
(15
|
)
|
|
(25.0
|
)%
|
•
|
lower acetate tow volume and pricing due to lower global industry utilization.
|
•
|
lower Net sales;
|
•
|
lower spending and raw material costs of $37 million primarily related to productivity initiatives in our cellulose derivatives business.
|
•
|
higher acetate tow volume, primarily in Europe, due to customer destocking in the first half of prior year, which did not recur in 2016.
|
•
|
lower raw material costs, including acetic acid and anhydride;
|
•
|
a favorable impact in Other (charges) gains, net due to employee termination costs of $24 million, which was recorded as a result of a 50% capacity reduction at our acetate tow facility in Lanaken, Belgium in December 2015, which did not recur in 2016. See
Note 4 - Acquisitions, Dispositions and Plant Closures
in the accompanying consolidated financial statements for further information; and
|
•
|
cost savings of $25 million primarily due to productivity initiatives in our cellulose derivatives business;
|
•
|
lower Net sales.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
1,023
|
|
|
979
|
|
|
44
|
|
|
4.5
|
%
|
|
979
|
|
|
1,082
|
|
|
(103
|
)
|
|
(9.5
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volume
|
1
|
%
|
|
|
|
|
|
|
|
(1)
|
%
|
|
|
|
|
|
|
||||||
Price
|
3
|
%
|
|
|
|
|
|
|
|
(8)
|
%
|
|
|
|
|
|
|
||||||
Currency
|
—
|
%
|
|
|
|
|
|
|
|
(1)
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
(100.0
|
)%
|
|
(3
|
)
|
|
(10
|
)
|
|
7
|
|
|
(70.0
|
)%
|
Operating profit (loss)
|
87
|
|
|
105
|
|
|
(18
|
)
|
|
(17.1
|
)%
|
|
105
|
|
|
72
|
|
|
33
|
|
|
45.8
|
%
|
Operating margin
|
8.5
|
%
|
|
10.7
|
%
|
|
|
|
|
|
10.7
|
%
|
|
6.7
|
%
|
|
|
|
|
||||
Depreciation and amortization
|
38
|
|
|
34
|
|
|
4
|
|
|
11.8
|
%
|
|
34
|
|
|
64
|
|
|
(30
|
)
|
|
(46.9
|
)%
|
•
|
higher pricing and volume in our emulsion polymers business due to higher raw material costs for VAM across all regions and stronger demand in China.
|
•
|
higher spending and raw material costs of $41 million, primarily VAM;
|
•
|
higher Net sales.
|
•
|
lower pricing in our emulsion polymers and EVA polymers businesses due to lower raw material costs globally for VAM.
|
•
|
lower energy and raw material costs, primarily VAM; and
|
•
|
cost savings of $28 million, primarily due to productivity initiatives in our emulsion polymers business; and
|
•
|
a favorable impact from Other (charges) gains, net. During the
year ended
December 31, 2015, we recorded
$6 million
of employee termination benefits related to the closure of our vinyl acetate ethylene ("VAE") emulsions facility in Tarragona, Spain, which did not recur in 2016. See
Note 4 - Acquisitions, Dispositions and Plant Closures
in the accompanying consolidated financial statements for further information.
|
•
|
lower Net sales.
|
•
|
higher pricing due to higher feedstock costs, such as methanol, which positively impacted pricing for most of our products;
|
•
|
lower volume for ethanol, which represents substantially all of the decrease in volume, due to the shutdown at our ethanol production unit in Nanjing, China.
|
•
|
higher Net sales; and
|
•
|
cost savings of $22 million, primarily related to productivity initiatives and a duty exception in the free trade agreement between Europe and Mexico;
|
•
|
higher raw material costs, primarily for methanol, ethylene and carbon monoxide, with methanol making up approximately one-half of the increase and ethylene and carbon monoxide making up the remainder of the increase in raw material costs;
|
•
|
an unfavorable impact of
$49 million
to Other (charges) gains, net. During the year ended
December 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 an estimated
$51 million
of plant/office closure costs primarily consisting of a
$22 million
contract termination charge and a
$21 million
reduction to our non-income tax receivable. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information; and
|
•
|
an unfavorable impact of $19 million in direct costs associated with the planned turnaround at our Clear Lake, Texas site.
|
•
|
lower pricing due to lower global industry utilization and a decline in global feedstock costs, such as methanol, which negatively impacted pricing for most of our products. The impact on acetic acid, VAM and acetate esters represents approximately three-fourths of the pricing decrease; and
|
•
|
lower volume for VAM, which represents all of the decrease in volume, primarily due to the expiration of a significant VAM contract.
|
•
|
a favorable impact from Other (charges) gains, net. In December 2015, we terminated our existing agreement with a raw materials supplier in Singapore. In connection with the contract termination, we recorded
$174 million
to Other (charges) gains, net, which did not recur in 2016. We also recorded long-lived asset impairment losses of
$123 million
to fully write-off certain ethanol related assets at our acetyl facility in Nanjing, China during the three months ended December 31, 2015, which did not recur in 2016. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information;
|
•
|
lower energy and raw material costs, primarily for carbon monoxide and methanol; and
|
•
|
cost savings of $29 million, primarily due to productivity initiatives;
|
•
|
lower Net sales.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Other (charges) gains, net
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
300.0
|
%
|
|
(1
|
)
|
|
(9
|
)
|
|
8
|
|
|
(88.9
|
)%
|
Operating profit (loss)
|
(211
|
)
|
|
(205
|
)
|
|
(6
|
)
|
|
2.9
|
%
|
|
(205
|
)
|
|
(240
|
)
|
|
35
|
|
|
(14.6
|
)%
|
Equity in net earnings (loss) of affiliates
|
6
|
|
|
24
|
|
|
(18
|
)
|
|
(75.0
|
)%
|
|
24
|
|
|
23
|
|
|
1
|
|
|
4.3
|
%
|
Dividend income - cost investments
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
10
|
|
|
12
|
|
|
(2
|
)
|
|
(16.7
|
)%
|
|
12
|
|
|
11
|
|
|
1
|
|
|
9.1
|
%
|
•
|
higher spending of approximately $60 million, primarily related to ongoing merger, acquisition and integration related costs; and
|
•
|
higher incentive compensation cost of $26 million;
|
•
|
a decrease in net periodic benefit cost of
$85 million
, primarily recorded to SG&A expenses.
|
•
|
a decrease in equity investment in earnings of $11 million from our InfraServ GmbH & Co. Hoechst KG affiliate as a result of an ownership change between our Advanced Engineered Materials and Other Activities segments. See
Note 9 - Investment in Affiliates
in the accompanying consolidated financial statements for further information; and
|
•
|
a decrease in equity investment in earnings of $4 million for InfraServ GmbH & Co. Gendorf KG and InfraServ GmbH & Co. Knapsack KG associated with a reserve for dividends received from these investments since the exercise notification was received. See
Note 29 - Subsequent Events
in the accompanying consolidated financial statements for further information.
|
•
|
lower functional and project spending of $21 million; and
|
•
|
a decrease in net periodic benefit cost of
$20 million
, primarily recorded to SG&A expenses.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
a decrease in net earnings; and
|
•
|
unfavorable trade working capital of
$37 million
primarily due to an increase in accounts receivable and inventory related to SOFTER.
|
•
|
an increase in net earnings;
|
•
|
an increase in pension plan and other postretirement benefit plan contributions of
$287 million
;
|
•
|
unfavorable trade working capital of
$56 million
primarily due to an increase in accounts receivable; and
|
•
|
lower dividends from our equity investments in affiliates of
$45 million
.
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
a net increase in cash outflows of
$91 million
related to the acquisition of Nilit in May 2017.
|
•
|
a decrease in capital expenditures of
$288 million
related to Fairway, which was completed in 2015;
|
•
|
an increase in cash outflows of
$178 million
related to the acquisition of SOFTER in December 2016.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
an increase in net borrowings on short-term debt of
$558 million
, primarily as a result of borrowings under our senior unsecured revolving credit facility and accounts receivable securitization facility during the year ended
December 31, 2017
, as well as repayments of borrowings under our senior unsecured revolving credit facility during the year ended
December 31, 2016
, which did not recur in the current year;
|
•
|
a decrease in net proceeds from long-term debt of
$108 million
, primarily due to the refinancing of our senior secured credit facilities during the year ended
December 31, 2016
, partially offset by the senior unsecured debt issuance during the year ended
December 31, 2017
, as discussed below; and
|
•
|
an increase in Common Stock cash dividends of
$40 million
. During the year ended
December 31, 2017
, we increased our Common Stock quarterly cash dividend rate from
$0.36
to
$0.46
per share.
|
•
|
an increase of $350 million in net short-term borrowings under our previous senior secured revolving credit facility for the year ended December 31, 2015, which were repaid in full during the year ended December 31, 2016, as discussed below;
|
•
|
a net decrease of
$238 million
in contributions received from, and distributions to, Mitsui; and
|
•
|
an increase of
$80 million
in share repurchases of our Common Stock;
|
•
|
an increase in net proceeds from long-term debt of
$406 million
primarily as a result of issuing
€750 million
in principal amount of 1.125% Notes, as discussed below.
|
•
|
Senior Credit Facilities
|
•
|
Senior Notes
|
Senior Notes
|
|
Issue Date
|
|
Principal
|
|
Interest Rate
|
|
Interest Pay Dates
|
|
Maturity Date
|
||
|
|
|
|
(In millions)
|
|
(In percentages)
|
|
|
|
|
|
|
1.250% Notes
|
|
December 2017
|
|
€300
|
|
1.250
|
|
February 11
|
|
February 11, 2025
|
||
1.125% Notes
|
|
September 2016
|
|
€750
|
|
1.125
|
|
September 26
|
|
September 26, 2023
|
||
3.250% Notes
|
|
September 2014
|
|
€300
|
|
3.250
|
|
April 15
|
|
October 15
|
|
October 15, 2019
|
4.625% Notes
|
|
November 2012
|
|
$500
|
|
4.625
|
|
March 15
|
|
September 15
|
|
November 15, 2022
|
5.875% Notes
|
|
May 2011
|
|
$400
|
|
5.875
|
|
June 15
|
|
December 15
|
|
June 15, 2021
|
•
|
Accounts Receivable Securitization Facility
|
•
|
Acetate Tow Joint Venture
|
|
|
|
Payments due by period
|
|
|||||||||||
|
Total
|
|
Less Than
1 Year |
|
Years
2 & 3 |
|
Years
4 & 5 |
|
After
5 Years |
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Fixed Contractual Debt Obligations
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior notes
|
2,516
|
|
|
—
|
|
|
360
|
|
|
900
|
|
|
1,256
|
|
|
Senior unsecured term loan
|
494
|
|
|
32
|
|
|
100
|
|
|
362
|
|
|
—
|
|
|
Interest payments on debt and other obligations
|
553
|
|
(1)
|
119
|
|
|
206
|
|
|
127
|
|
|
101
|
|
|
Capital lease obligations
|
208
|
|
|
31
|
|
|
54
|
|
|
55
|
|
|
68
|
|
|
Other debt
|
443
|
|
(2)
|
263
|
|
|
3
|
|
|
3
|
|
|
174
|
|
|
Total
|
4,214
|
|
|
445
|
|
|
723
|
|
|
1,447
|
|
|
1,599
|
|
|
Operating leases
|
343
|
|
|
54
|
|
|
84
|
|
|
50
|
|
|
155
|
|
|
Uncertain tax positions, including interest and penalties
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
(3)
|
Unconditional purchase obligations
|
1,793
|
|
(4)
|
382
|
|
|
474
|
|
|
523
|
|
|
414
|
|
|
Pension and other postretirement funding obligations
|
470
|
|
|
49
|
|
|
96
|
|
|
94
|
|
|
231
|
|
|
Environmental and asset retirement obligations
|
104
|
|
|
33
|
|
|
25
|
|
|
11
|
|
|
35
|
|
|
Total
|
7,080
|
|
|
963
|
|
|
1,402
|
|
|
2,125
|
|
|
2,590
|
|
|
(1)
|
Future interest expense is calculated using the rate in effect on
December 31, 2017
.
|
(2)
|
Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies, our revolving credit facility, our accounts receivable securitization facility and other bank obligations.
|
(3)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to our uncertain tax obligations, including interest and penalties. These amounts are therefore reflected in "After 5 Years".
|
(4)
|
Unconditional purchase obligations primarily represent the take-or-pay provisions included in certain long-term purchase agreements. We do not expect to incur material losses under these arrangements. These amounts also include other purchase obligations such as maintenance and service agreements, energy and utility agreements, consulting contracts, software agreements and other miscellaneous agreements and contracts, obtained via a survey of Celanese.
|
•
|
Recoverability of Long-Lived Assets
|
•
|
Environmental Liabilities
|
•
|
Benefit Obligations
|
|
Change
in Rate
|
|
Impact on
Net Periodic
Benefit Cost
|
||
|
|
|
(In $ millions)
|
||
US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(10
|
)
|
Decrease in the long-term expected rate of return on plan assets
(1)
|
0.50
|
%
|
|
14
|
|
US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
Non-US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(1
|
)
|
Decrease in the long-term expected rate of return on plan assets
|
0.50
|
%
|
|
2
|
|
Non-US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
(1)
|
Excludes nonqualified pension plans.
|
•
|
Accounting for Commitments and Contingencies
|
•
|
Income Taxes
|
•
|
Foreign Currency Forwards and Swaps
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,471
|
|
|
1,510
|
|
|
1,566
|
|
|
1,593
|
|
|
Gross profit
|
352
|
|
|
367
|
|
|
385
|
|
|
411
|
|
|
Other (charges) gains, net
|
(55
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
Operating profit (loss)
|
192
|
|
|
240
|
|
|
252
|
|
|
217
|
|
(1)
|
Earnings (loss) from continuing operations before tax
|
240
|
|
|
281
|
|
|
289
|
|
|
265
|
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
183
|
|
|
239
|
|
|
230
|
|
|
204
|
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(8
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
Net earnings (loss)
|
183
|
|
|
231
|
|
|
226
|
|
|
203
|
|
|
Net earnings (loss) per share — basic
|
1.30
|
|
|
1.67
|
|
|
1.65
|
|
|
1.49
|
|
|
Net earnings (loss) per share — diluted
|
1.30
|
|
|
1.66
|
|
|
1.65
|
|
|
1.49
|
|
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
December 31,
2016 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,404
|
|
|
1,351
|
|
|
1,323
|
|
|
1,311
|
|
|
Gross profit
|
390
|
|
|
338
|
|
|
355
|
|
|
322
|
|
|
Other (charges) gains, net
|
(5
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
1
|
|
|
Operating profit (loss)
|
287
|
|
|
243
|
|
|
246
|
|
|
117
|
|
(1)
|
Earnings (loss) from continuing operations before tax
|
318
|
|
|
275
|
|
|
281
|
|
|
156
|
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
256
|
|
|
221
|
|
|
265
|
|
|
160
|
|
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
Net earnings (loss)
|
257
|
|
|
221
|
|
|
262
|
|
|
160
|
|
|
Net earnings (loss) per share — basic
|
1.74
|
|
|
1.51
|
|
|
1.82
|
|
|
1.13
|
|
|
Net earnings (loss) per share — diluted
|
1.73
|
|
|
1.50
|
|
|
1.81
|
|
|
1.12
|
|
|
(1)
|
Includes
$46 million
and
$103 million
of net actuarial losses related to defined benefit pension and other postretirement obligations in
2017
and
2016
, respectively. See
Note 15 - Benefit Obligations
in the accompanying consolidated financial statements for further information.
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
1,701,713
|
|
(1)
|
$
|
45.56
|
|
|
19,490,511
|
|
(2)
|
(1)
|
Includes
1,667,573
restricted stock units ("RSUs") granted under the Celanese Corporation 2009 Global Incentive Plan, as amended and restated April 19, 2012 (the "2009 Plan"), including shares that may be issued pursuant to outstanding performance-based RSUs, assuming currently estimated maximum potential performance (except that, for the performance-based RSUs with a performance period ending December 31, 2017, assuming actual performance); actual shares may vary, depending on actual performance. If the performance-based RSUs included in this total vest at the target performance level (as opposed to the maximum potential performance), the aggregate awards outstanding would be
1,102,556
. Also includes
37,758
share equivalents attributable to compensation deferred by non-management directors participating in the Company's 2008 Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of the Company's Series A common stock, par value $0.0001 per share ("Common Stock") under the 2009 Plan. Upon vesting, a share of the Company's Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.
|
(2)
|
Includes shares available for future issuance under the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the "ESPP").
As of December 31, 2017
, an aggregate of
13,826,883
shares of our Common Stock were available for future issuance under the ESPP. As of
December 31, 2017
,
173,117
shares have been offered for purchase under the ESPP.
|
|
Page Number
|
|
|
|
CELANESE CORPORATION
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
Name:
|
Mark C. Rohr
|
|
Title:
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
|
|
Date:
|
February 9, 2018
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARK C. ROHR
|
Director, Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 9, 2018
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ KEVIN S. OLIVER
|
Acting Chief Financial Officer and Chief Accounting Officer
(Person performing the functions of the Principal Financial Officer; Principal Accounting Officer)
|
February 9, 2018
|
||
Kevin S. Oliver
|
||||
|
|
|
||
/s/ JEAN S. BLACKWELL
|
Director
|
February 9, 2018
|
||
Jean S. Blackwell
|
||||
|
|
|
||
/s/ WILLIAM M. BROWN
|
Director
|
February 9, 2018
|
||
William M. Brown
|
||||
|
|
|
||
/s/ BENNIE W. FOWLER
|
Director
|
February 9, 2018
|
||
Bennie W. Fowler
|
|
|||
|
|
|
||
/s/ EDWARD G. GALANTE
|
Director
|
February 9, 2018
|
||
Edward G. Galante
|
||||
|
|
|
||
/s/ KATHRYN M. HILL
|
Director
|
February 9, 2018
|
||
Kathryn M. Hill
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 9, 2018
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 9, 2018
|
||
Jay V. Ihlenfeld
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 9, 2018
|
||
John K. Wulff
|
|
Page
Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,140
|
|
|
5,389
|
|
|
5,674
|
|
Cost of sales
|
(4,625
|
)
|
|
(3,984
|
)
|
|
(4,356
|
)
|
Gross profit
|
1,515
|
|
|
1,405
|
|
|
1,318
|
|
Selling, general and administrative expenses
|
(456
|
)
|
|
(416
|
)
|
|
(506
|
)
|
Amortization of intangible assets
|
(20
|
)
|
|
(9
|
)
|
|
(11
|
)
|
Research and development expenses
|
(72
|
)
|
|
(78
|
)
|
|
(119
|
)
|
Other (charges) gains, net
|
(60
|
)
|
|
(11
|
)
|
|
(351
|
)
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
(1
|
)
|
|
4
|
|
Gain (loss) on disposition of businesses and assets, net
|
(5
|
)
|
|
3
|
|
|
(9
|
)
|
Operating profit (loss)
|
901
|
|
|
893
|
|
|
326
|
|
Equity in net earnings (loss) of affiliates
|
183
|
|
|
155
|
|
|
181
|
|
Interest expense
|
(122
|
)
|
|
(120
|
)
|
|
(119
|
)
|
Refinancing expense
|
—
|
|
|
(6
|
)
|
|
—
|
|
Interest income
|
2
|
|
|
2
|
|
|
1
|
|
Dividend income - cost investments
|
108
|
|
|
108
|
|
|
107
|
|
Other income (expense), net
|
3
|
|
|
(2
|
)
|
|
(8
|
)
|
Earnings (loss) from continuing operations before tax
|
1,075
|
|
|
1,030
|
|
|
488
|
|
Income tax (provision) benefit
|
(213
|
)
|
|
(122
|
)
|
|
(201
|
)
|
Earnings (loss) from continuing operations
|
862
|
|
|
908
|
|
|
287
|
|
Earnings (loss) from operation of discontinued operations
|
(16
|
)
|
|
(3
|
)
|
|
(3
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
3
|
|
|
1
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
(13
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
849
|
|
|
906
|
|
|
285
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(6
|
)
|
|
(6
|
)
|
|
19
|
|
Net earnings (loss) attributable to Celanese Corporation
|
843
|
|
|
900
|
|
|
304
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
856
|
|
|
902
|
|
|
306
|
|
Earnings (loss) from discontinued operations
|
(13
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
843
|
|
|
900
|
|
|
304
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.21
|
|
|
6.22
|
|
|
2.03
|
|
Discontinued operations
|
(0.10
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
Net earnings (loss) - basic
|
6.11
|
|
|
6.21
|
|
|
2.02
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.19
|
|
|
6.19
|
|
|
2.01
|
|
Discontinued operations
|
(0.10
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
Net earnings (loss) - diluted
|
6.09
|
|
|
6.18
|
|
|
2.00
|
|
Weighted average shares - basic
|
137,902,667
|
|
|
144,939,433
|
|
|
150,838,050
|
|
Weighted average shares - diluted
|
138,317,395
|
|
|
145,668,181
|
|
|
152,287,955
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
849
|
|
|
906
|
|
|
285
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
(1
|
)
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
174
|
|
|
(11
|
)
|
|
(188
|
)
|
Gain (loss) on cash flow hedges
|
(1
|
)
|
|
5
|
|
|
2
|
|
Pension and postretirement benefits
|
9
|
|
|
(4
|
)
|
|
3
|
|
Total other comprehensive income (loss), net of tax
|
181
|
|
|
(10
|
)
|
|
(183
|
)
|
Total comprehensive income (loss), net of tax
|
1,030
|
|
|
896
|
|
|
102
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(6
|
)
|
|
(6
|
)
|
|
19
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,024
|
|
|
890
|
|
|
121
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
140,660,447
|
|
|
—
|
|
|
146,782,297
|
|
|
—
|
|
|
152,902,710
|
|
|
—
|
|
Stock option exercises
|
20,151
|
|
|
—
|
|
|
194,872
|
|
|
—
|
|
|
94,147
|
|
|
—
|
|
Purchases of treasury stock
|
(5,436,803
|
)
|
|
—
|
|
|
(7,034,420
|
)
|
|
—
|
|
|
(6,649,865
|
)
|
|
—
|
|
Stock awards
|
525,461
|
|
|
—
|
|
|
717,698
|
|
|
—
|
|
|
435,305
|
|
|
—
|
|
Balance as of the end of the period
|
135,769,256
|
|
|
—
|
|
|
140,660,447
|
|
|
—
|
|
|
146,782,297
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
26,950,910
|
|
|
(1,531
|
)
|
|
19,916,490
|
|
|
(1,031
|
)
|
|
13,266,625
|
|
|
(611
|
)
|
Purchases of treasury stock, including related fees
|
5,436,803
|
|
|
(500
|
)
|
|
7,034,420
|
|
|
(500
|
)
|
|
6,649,865
|
|
|
(420
|
)
|
Balance as of the end of the period
|
32,387,713
|
|
|
(2,031
|
)
|
|
26,950,910
|
|
|
(1,531
|
)
|
|
19,916,490
|
|
|
(1,031
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
157
|
|
|
|
|
136
|
|
|
|
|
103
|
|
|||
Stock-based compensation, net of tax
|
|
|
23
|
|
|
|
|
8
|
|
|
|
|
28
|
|
|||
Stock option exercises, net of tax
|
|
|
1
|
|
|
|
|
13
|
|
|
|
|
5
|
|
|||
Affiliate purchase of shares from noncontrolling interests
|
|
|
(6
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Balance as of the end of the period
|
|
|
175
|
|
|
|
|
157
|
|
|
|
|
136
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
4,320
|
|
|
|
|
3,621
|
|
|
|
|
3,491
|
|
|||
Cumulative effect adjustment from adoption of new accounting standard (
Note 2
)
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
843
|
|
|
|
|
900
|
|
|
|
|
304
|
|
|||
Series A common stock dividends
|
|
|
(241
|
)
|
|
|
|
(201
|
)
|
|
|
|
(174
|
)
|
|||
Restricted stock unit dividends
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Balance as of the end of the period
|
|
|
4,920
|
|
|
|
|
4,320
|
|
|
|
|
3,621
|
|
|||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
(358
|
)
|
|
|
|
(348
|
)
|
|
|
|
(165
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
|
181
|
|
|
|
|
(10
|
)
|
|
|
|
(183
|
)
|
|||
Balance as of the end of the period
|
|
|
(177
|
)
|
|
|
|
(358
|
)
|
|
|
|
(348
|
)
|
|||
Total Celanese Corporation stockholders' equity
|
|
|
2,887
|
|
|
|
|
2,588
|
|
|
|
|
2,378
|
|
|||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
433
|
|
|
|
|
451
|
|
|
|
|
260
|
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
6
|
|
|
|
|
6
|
|
|
|
|
(19
|
)
|
|||
(Distributions to) contributions from noncontrolling interests
|
|
|
(27
|
)
|
|
|
|
(24
|
)
|
|
|
|
210
|
|
|||
Balance as of the end of the period
|
|
|
412
|
|
|
|
|
433
|
|
|
|
|
451
|
|
|||
Total equity
|
|
|
3,299
|
|
|
|
|
3,021
|
|
|
|
|
2,829
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|||
Net earnings (loss)
|
849
|
|
|
906
|
|
|
285
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
|
|||
Asset impairments
|
—
|
|
|
2
|
|
|
126
|
|
Depreciation, amortization and accretion
|
310
|
|
|
295
|
|
|
363
|
|
Pension and postretirement net periodic benefit cost
|
(80
|
)
|
|
(54
|
)
|
|
(52
|
)
|
Pension and postretirement contributions
|
(363
|
)
|
|
(350
|
)
|
|
(63
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
46
|
|
|
103
|
|
|
127
|
|
Pension curtailments and settlements, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
Deferred income taxes, net
|
(152
|
)
|
|
83
|
|
|
42
|
|
(Gain) loss on disposition of businesses and assets, net
|
5
|
|
|
2
|
|
|
8
|
|
Stock-based compensation
|
47
|
|
|
31
|
|
|
40
|
|
Undistributed earnings in unconsolidated affiliates
|
(52
|
)
|
|
(24
|
)
|
|
(5
|
)
|
Other, net
|
12
|
|
|
15
|
|
|
7
|
|
Operating cash provided by (used in) discontinued operations
|
8
|
|
|
2
|
|
|
(2
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|||
Trade receivables - third party and affiliates, net
|
(110
|
)
|
|
(59
|
)
|
|
61
|
|
Inventories
|
(97
|
)
|
|
8
|
|
|
62
|
|
Other assets
|
(7
|
)
|
|
39
|
|
|
(17
|
)
|
Trade payables - third party and affiliates
|
126
|
|
|
7
|
|
|
(111
|
)
|
Other liabilities
|
261
|
|
|
(113
|
)
|
|
(6
|
)
|
Net cash provided by (used in) operating activities
|
803
|
|
|
893
|
|
|
862
|
|
Investing Activities
|
|
|
|
|
|
|||
Capital expenditures on property, plant and equipment
|
(267
|
)
|
|
(246
|
)
|
|
(232
|
)
|
Acquisitions, net of cash acquired
|
(269
|
)
|
|
(178
|
)
|
|
(6
|
)
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
12
|
|
|
4
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(288
|
)
|
Other, net
|
(14
|
)
|
|
(27
|
)
|
|
(36
|
)
|
Net cash provided by (used in) investing activities
|
(549
|
)
|
|
(439
|
)
|
|
(558
|
)
|
Financing Activities
|
|
|
|
|
|
|||
Net change in short-term borrowings with maturities of 3 months or less
|
111
|
|
|
(352
|
)
|
|
350
|
|
Proceeds from short-term borrowings
|
182
|
|
|
53
|
|
|
80
|
|
Repayments of short-term borrowings
|
(124
|
)
|
|
(90
|
)
|
|
(83
|
)
|
Proceeds from long-term debt
|
351
|
|
|
1,509
|
|
|
—
|
|
Repayments of long-term debt
|
(77
|
)
|
|
(1,127
|
)
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(500
|
)
|
|
(500
|
)
|
|
(420
|
)
|
Stock option exercises
|
1
|
|
|
6
|
|
|
3
|
|
Series A common stock dividends
|
(241
|
)
|
|
(201
|
)
|
|
(174
|
)
|
(Distributions to) contributions from noncontrolling interests
|
(27
|
)
|
|
(24
|
)
|
|
214
|
|
Other, net
|
(27
|
)
|
|
(33
|
)
|
|
(12
|
)
|
Net cash provided by (used in) financing activities
|
(351
|
)
|
|
(759
|
)
|
|
(66
|
)
|
Exchange rate effects on cash and cash equivalents
|
35
|
|
|
(24
|
)
|
|
(51
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(62
|
)
|
|
(329
|
)
|
|
187
|
|
Cash and cash equivalents as of beginning of period
|
638
|
|
|
967
|
|
|
780
|
|
Cash and cash equivalents as of end of period
|
576
|
|
|
638
|
|
|
967
|
|
•
|
Discount Rate
|
•
|
Change in estimate regarding pension and other postretirement benefits
|
•
|
Expected Long-Term Rate of Return on Assets
|
•
|
Investment Policies and Strategies
|
•
|
Marketable Securities
|
•
|
Investments in Affiliates
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Foreign Exchange Risk Management
|
•
|
Commodity Risk Management
|
•
|
Restricted Stock Units ("RSUs")
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities.
|
|
The new guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.
|
|
January 1, 2019. Early adoption is permitted.
|
|
The Company plans to early adopt the new guidance during the three months ended March 31, 2018, but does not expect adoption will have a material impact on the Company's financial statements and related disclosures.
|
|
|
|
|
|
|
|
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
|
|
The new guidance clarifies the presentation and classification of the components of net periodic benefit costs in the consolidated statement of operations.
|
|
January 1, 2018. Early adoption is permitted.
|
|
The adoption of the new guidance will result in the reclassification of ($44) million, $41 million and $59 million of non-operating pension cost (credit) into non-operating pension cost (credit) below Operating profit, primarily impacting the Other Activities segment, for the years ended December 31, 2017, 2016 and 2015, respectively. The reclassification will not impact Earnings from continuing operations before taxes. Further, the adoption will not have a material impact on the Company's financial statement disclosures.
|
|
|
|
|
|
|
|
In January 2017, the FASB issued ASU 2017-04, Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment.
|
|
The new guidance simplifies subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.
|
|
January 1, 2020. Early adoption is permitted.
|
|
The Company adopted the new guidance during the three months ended September 30, 2017, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.
|
|
|
|
|
|
|
|
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.
|
|
The adoption of the new guidance will not have a material impact on the Company's financial statements and related disclosures.
|
|
|
|
|
|
|
|
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments.
|
|
The new guidance clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows.
|
|
January 1, 2018. Early adoption is permitted.
|
|
The adoption of the new guidance will not have a material impact on the Company's financial statements and related disclosures.
|
|
|
|
|
|
|
|
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.
|
|
January 1, 2017. Early adoption is permitted.
|
|
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 2 ). |
|
|
|
|
|
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
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.
|
|
January 1, 2019. Early adoption is permitted.
|
|
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, but cannot quantify these at this time. The Company plans to adopt the standard effective January 1, 2019.
|
|
|
|
|
|
|
|
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities.
|
|
The new guidance updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments.
|
|
January 1, 2018. Early adoption is permitted.
|
|
The Company plans to adopt the guidance effective January 1, 2018, and will apply the modified retrospective approach with a cumulative-effect adjustment of less than $1 million to Retained earnings.
|
|
|
|
|
|
|
|
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.
|
|
January 1, 2018. Earlier adoption was permitted, but not before December 15, 2016.
|
|
The Company will adopt the revenue guidance effective January 1, 2018, using the modified retrospective approach. The Company has completed its assessment, and the impact from adoption is less than $1 million to the consolidated financial statements and related disclosures. Further, the Company does not expect a significant change to the manner or timing of recognizing revenue as a majority of its revenue transactions are recognized when product is delivered.
|
|
|
|
|
|
|
|
•
|
Acetate Tow Joint Venture
|
•
|
Nilit Plastics
|
|
As of
May 3, 2017 |
|
|
(In $ millions)
|
|
Cash and cash equivalents
|
4
|
|
Trade receivables - third party and affiliates
|
21
|
|
Inventories
|
37
|
|
Property, plant and equipment, net
|
36
|
|
Intangible assets (
Note 11
)
|
104
|
|
Goodwill (
Note 11
)
(1)
|
136
|
|
Other assets
|
11
|
|
Total fair value of assets acquired
|
349
|
|
|
|
|
Trade payables - third party and affiliates
|
(8
|
)
|
Total debt (
Note 14
)
|
(12
|
)
|
Deferred income taxes
|
(26
|
)
|
Benefit obligations
|
(15
|
)
|
Other liabilities
(2)
|
(45
|
)
|
Total fair value of liabilities assumed
|
(106
|
)
|
Net assets acquired
|
243
|
|
(1)
|
Goodwill consists of expected revenue and operating synergies resulting from the acquisition. None of the goodwill is deductible for income tax purposes.
|
(2)
|
Includes a
$29 million
acquisition payment to Nilit Group after the date of close, which was paid as of June 30, 2017.
|
•
|
SO.F.TER. S.r.l.
|
•
|
Lanaken, Belgium
|
•
|
Tarragona, Spain
|
•
|
Meredosia, Illinois
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
19
|
|
|
18
|
|
Trade receivables, net - third party & affiliates
|
9
|
|
|
8
|
|
Property, plant and equipment (net of accumulated depreciation - 2017: $90; 2016: $50)
|
697
|
|
|
734
|
|
Intangible assets (net of accumulated amortization - 2017: $2; 2016: $1)
|
25
|
|
|
26
|
|
Other assets
|
6
|
|
|
9
|
|
Total assets
(1)
|
756
|
|
|
795
|
|
|
|
|
|
||
Trade payables
|
16
|
|
|
15
|
|
Other liabilities
(2)
|
4
|
|
|
2
|
|
Total debt
|
5
|
|
|
5
|
|
Deferred income taxes
|
3
|
|
|
2
|
|
Total liabilities
|
28
|
|
|
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 December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
53
|
|
|
60
|
|
|
|
|
|
||
Trade payables
|
25
|
|
|
53
|
|
Current installments of long-term debt
|
18
|
|
|
10
|
|
Long-term debt
|
76
|
|
|
91
|
|
Total liabilities
|
119
|
|
|
154
|
|
|
|
|
|
||
Maximum exposure to loss
|
164
|
|
|
240
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Amortized cost
|
32
|
|
|
30
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
32
|
|
|
30
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
995
|
|
|
807
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(6
|
)
|
Trade receivables - third party and affiliates, net
|
986
|
|
|
801
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
81
|
|
|
83
|
|
Reinsurance receivables
|
16
|
|
|
16
|
|
Income taxes receivable
|
64
|
|
|
43
|
|
Other
|
83
|
|
|
81
|
|
Non-trade receivables, net
|
244
|
|
|
223
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Finished goods
|
591
|
|
|
506
|
|
Work-in-process
|
57
|
|
|
45
|
|
Raw materials and supplies
|
252
|
|
|
169
|
|
Total
|
900
|
|
|
720
|
|
|
Ownership
as of
December 31,
|
|
Carrying
Value as of
December 31,
|
|
Share of
Earnings (Loss) Year Ended
December 31,
|
|
Dividends and
Other Distributions Year Ended
December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
178
|
|
|
113
|
|
|
58
|
|
|
38
|
|
|
88
|
|
|
(1
|
)
|
|
(18
|
)
|
|
(98
|
)
|
InfraServ GmbH & Co. Hoechst KG
(1)
|
32
|
|
—
|
|
139
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
Fortron Industries LLC
|
50
|
|
50
|
|
111
|
|
|
100
|
|
|
17
|
|
|
9
|
|
|
11
|
|
|
(6
|
)
|
|
(9
|
)
|
|
(8
|
)
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
155
|
|
|
137
|
|
|
25
|
|
|
25
|
|
|
16
|
|
|
(25
|
)
|
|
(11
|
)
|
|
(10
|
)
|
Polyplastics Co., Ltd.
|
45
|
|
45
|
|
170
|
|
|
156
|
|
|
57
|
|
|
50
|
|
|
35
|
|
|
(64
|
)
|
|
(54
|
)
|
|
(20
|
)
|
Other Activities
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
(3)
|
39
|
|
39
|
|
41
|
|
|
38
|
|
|
4
|
|
|
7
|
|
|
7
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
InfraServ GmbH & Co. Hoechst KG
(1)
|
—
|
|
32
|
|
—
|
|
|
132
|
|
|
—
|
|
|
22
|
|
|
21
|
|
|
—
|
|
|
(30
|
)
|
|
(32
|
)
|
InfraServ GmbH & Co. Knapsack KG
(3)
|
27
|
|
27
|
|
20
|
|
|
18
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(4)
|
10
|
|
10
|
|
3
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
817
|
|
|
697
|
|
|
183
|
|
|
155
|
|
|
181
|
|
|
(131
|
)
|
|
(131
|
)
|
|
(176
|
)
|
(1)
|
InfraServ GmbH & Co. Hoechst KG is owned primarily by an entity included in the Company's Advanced Engineered Materials segment. Prior to 2017, InfraServ GmbH & Co. Hoechst KG was owned primarily by an entity included in the Company's Other Activities segment. The Company's Consumer Specialties segment and Acetyl Intermediates segment also each hold an ownership percentage.
|
(2)
|
InfraServ real estate service companies ("InfraServ Entities") own and operate sites in Frankfurt am Main-Hoechst, Gendorf and Knapsack, Germany. The InfraServ Entities were created to own land and property and to provide various technical and administrative services at these manufacturing locations.
|
(3)
|
See
Note 29
for further information.
|
(4)
|
The Company accounts for its ownership interest in Sherbrooke Capital Health and Wellness, L.P. under the equity method of accounting because the Company is able to exercise significant influence.
|
|
Ownership
as of
December 31,
|
|
Carrying
Value
as of
December 31,
|
|
Dividend
Income for the Year Ended
December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
12
|
|
|
14
|
|
|
14
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
109
|
|
|
106
|
|
|
81
|
|
|
80
|
|
|
79
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
30
|
|
|
30
|
|
|
14
|
|
|
13
|
|
|
13
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
5
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Other
|
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
159
|
|
|
155
|
|
|
108
|
|
|
108
|
|
|
107
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
250
|
|
|
203
|
|
|
195
|
|
Sales
|
—
|
|
|
2
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
21
|
|
|
26
|
|
Total due from affiliates
|
21
|
|
|
26
|
|
|
|
|
|
||
Short-term borrowings
(1)
|
32
|
|
|
17
|
|
Trade payables
|
36
|
|
|
45
|
|
Current Other liabilities
|
8
|
|
|
8
|
|
Total due to affiliates
|
76
|
|
|
70
|
|
(1)
|
The Company has agreements with certain affiliates whereby excess affiliate cash is lent to and managed by the Company at variable interest rates governed by those agreements.
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Land
|
47
|
|
|
38
|
|
Land improvements
|
72
|
|
|
70
|
|
Buildings and building improvements
|
758
|
|
|
695
|
|
Machinery and equipment
|
5,101
|
|
|
4,753
|
|
Construction in progress
|
368
|
|
|
260
|
|
Gross asset value
|
6,346
|
|
|
5,816
|
|
Accumulated depreciation
|
(2,584
|
)
|
|
(2,239
|
)
|
Net book value
|
3,762
|
|
|
3,577
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Buildings
|
14
|
|
|
13
|
|
Machinery and equipment
|
296
|
|
|
291
|
|
Accumulated depreciation
|
(179
|
)
|
|
(149
|
)
|
Net book value
|
131
|
|
|
155
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
6
|
|
|
5
|
|
|
15
|
|
Depreciation expense
|
285
|
|
|
281
|
|
|
346
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2015
|
282
|
|
|
230
|
|
|
39
|
|
|
154
|
|
|
705
|
|
Acquisitions (
Note 4
)
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
Exchange rate changes
|
(3
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(15
|
)
|
As of December 31, 2016
|
385
|
|
|
225
|
|
|
38
|
|
|
148
|
|
|
796
|
|
Acquisitions (
Note 4
)
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
Exchange rate changes
|
42
|
|
|
12
|
|
|
2
|
|
|
23
|
|
|
79
|
|
As of December 31, 2017
(1)
|
555
|
|
|
237
|
|
|
40
|
|
|
171
|
|
|
1,003
|
|
(1)
|
There were
$0 million
of accumulated impairment losses as of
December 31, 2017
.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2015
|
38
|
|
|
456
|
|
|
35
|
|
|
50
|
|
|
579
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
64
|
|
|
—
|
|
|
3
|
|
|
67
|
|
(1)
|
Exchange rate changes
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
As of December 31, 2016
|
36
|
|
|
509
|
|
|
35
|
|
|
53
|
|
|
633
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
73
|
|
|
9
|
|
|
—
|
|
|
82
|
|
(2)
|
Exchange rate changes
|
2
|
|
|
58
|
|
|
1
|
|
|
1
|
|
|
62
|
|
|
As of December 31, 2017
|
38
|
|
|
640
|
|
|
45
|
|
|
54
|
|
|
777
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2015
|
(25
|
)
|
|
(449
|
)
|
|
(25
|
)
|
|
(29
|
)
|
|
(528
|
)
|
|
Amortization
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
Exchange rate changes
|
1
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|
As of December 31, 2016
|
(27
|
)
|
|
(440
|
)
|
|
(26
|
)
|
|
(31
|
)
|
|
(524
|
)
|
|
Amortization
|
(4
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(20
|
)
|
|
Exchange rate changes
|
(2
|
)
|
|
(45
|
)
|
|
(1
|
)
|
|
1
|
|
|
(47
|
)
|
|
As of December 31, 2017
|
(33
|
)
|
|
(496
|
)
|
|
(30
|
)
|
|
(32
|
)
|
|
(591
|
)
|
|
Net book value
|
5
|
|
|
144
|
|
|
15
|
|
|
22
|
|
|
186
|
|
|
(1)
|
Primarily related to intangible assets acquired from SOFTER (
Note 4
) during the year ended
December 31, 2016
, with a weighted average amortization period of
12 years
.
|
(2)
|
Primarily related to intangible assets acquired from Nilit (
Note 4
) during the year ended
December 31, 2017
, with a weighted average amortization period of
14 years
.
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
19
|
|
|
9
|
|
Benefit obligations (
Note 15
)
|
30
|
|
|
31
|
|
Customer rebates
|
65
|
|
|
51
|
|
Derivatives (
Note 22
)
|
3
|
|
|
3
|
|
Environmental (
Note 16
)
|
14
|
|
|
14
|
|
Insurance
|
5
|
|
|
6
|
|
Interest
|
17
|
|
|
15
|
|
Restructuring (
Note 18
)
|
5
|
|
|
16
|
|
Salaries and benefits
|
113
|
|
|
97
|
|
Sales and use tax/foreign withholding tax payable
|
16
|
|
|
21
|
|
Other
|
67
|
|
|
59
|
|
Total
|
354
|
|
|
322
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
29
|
|
|
36
|
|
|
37
|
|
Additions
(1)
|
—
|
|
|
2
|
|
|
—
|
|
Accretion
|
1
|
|
|
1
|
|
|
1
|
|
Payments
|
(5
|
)
|
|
(10
|
)
|
|
(4
|
)
|
Revisions to cash flow estimates
(2)
|
1
|
|
|
—
|
|
|
2
|
|
Balance at end of year
|
26
|
|
|
29
|
|
|
36
|
|
(1)
|
Primarily relates to sites which management no longer considers to have an indeterminate life.
|
(2)
|
Primarily relates to revisions to the estimated cost and timing of future obligations.
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
63
|
|
|
27
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
86
|
|
|
68
|
|
Short-term SOFTER bank loans (
Note 4
)
(2)
|
—
|
|
|
23
|
|
Revolving credit facility
(3)
|
97
|
|
|
—
|
|
Accounts receivable securitization facility
(4)
|
80
|
|
|
—
|
|
Total
|
326
|
|
|
118
|
|
(1)
|
The weighted average interest rate was
2.8%
and
3.1%
as of
December 31, 2017
and
2016
, respectively.
|
(2)
|
The weighted average interest rate was
1.2%
as of
December 31, 2016
.
|
(3)
|
The weighted average interest rate was
4.1%
as of
December 31, 2017
.
|
(4)
|
The weighted average interest rate was
2.1%
as of
December 31, 2017
.
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior unsecured term loan due 2021
(1)
|
494
|
|
|
500
|
|
Senior unsecured notes due 2019, interest rate of 3.250%
|
360
|
|
|
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%
|
897
|
|
|
788
|
|
Senior unsecured notes due 2025, interest rate of 1.250%
|
359
|
|
|
—
|
|
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 4
)
(2)
|
—
|
|
|
47
|
|
Nilit bank loans due at various dates through 2026 (
Note 4
)
(3)
|
11
|
|
|
—
|
|
Obligations under capital leases due at various dates through 2054
|
208
|
|
|
217
|
|
Subtotal
|
3,398
|
|
|
2,938
|
|
Unamortized debt issuance costs
(4)
|
(20
|
)
|
|
(21
|
)
|
Current installments of long-term debt
|
(63
|
)
|
|
(27
|
)
|
Total
|
3,315
|
|
|
2,890
|
|
(1)
|
The margin for borrowings under the senior unsecured term loan due 2021 was
1.5%
above LIBOR at current Celanese credit ratings.
|
(2)
|
The weighted average interest rate was
1.6%
as of
December 31, 2016
.
|
(3)
|
The weighted average interest rate was
1.3%
as of
December 31, 2017
.
|
(4)
|
Related to the Company's long-term debt, excluding obligations under capital leases.
|
|
As of December 31, 2017
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
(1)
|
97
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
(2)
|
903
|
|
(1)
|
The Company borrowed
$528 million
and repaid
$431 million
under its senior unsecured revolving credit facility during the year ended
December 31, 2017
.
|
(2)
|
The margin for borrowings under the senior unsecured revolving credit facility were
1.5%
above LIBOR at current Company credit ratings.
|
|
As of December 31, 2017
|
|
|
(In $ millions)
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
(1)
|
80
|
|
Letters of credit issued
|
29
|
|
Available for borrowing
|
11
|
|
Total borrowing base
|
120
|
|
|
|
|
Maximum borrowing base
(2)
|
120
|
|
(1)
|
The Company borrowed
$85 million
and repaid
$5 million
during the year ended
December 31, 2017
.
|
(2)
|
Outstanding accounts receivable transferred to the SPE was
$158 million
.
|
(1)
|
Includes
$4 million
,
$6 million
and
$4 million
as of
December 31,
2017
,
2016
and
2015
, respectively, related to the Company's revolving credit facility and accounts receivables securitization facility, which are included in noncurrent Other assets in the consolidated balance sheets.
|
(2)
|
Includes
$5 million
,
$6 million
and
$2 million
related to the Credit Agreement, the 1.125% Notes and the pollution control and industrial revenue bonds, respectively, all of which are being amortized through the term of the respective financing arrangement.
|
(3)
|
Includes
$2 million
and
$1 million
related to the senior secured credit facilities and the pollution control and industrial revenue bonds, respectively, which are included in Refinancing expense in the consolidated statement of operations during the year ended December 31, 2016.
|
(4)
|
Related to the 1.250% Notes, which are being amortized through the term of the 1.250% Notes.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, any underfunding may be borne by the remaining participants, especially since regulations strictly enforce funding requirements.
|
•
|
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Multiemployer defined benefit plan
|
7
|
|
|
7
|
|
|
6
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Postemployment benefits
|
8
|
|
|
9
|
|
•
|
Increased its employer match for those employees participating in the US defined contribution plan;
|
•
|
Added an annual retirement contribution for US employees who are employed as of December 31st each year (or have died during that year), regardless of whether the employee contributes to the US defined contribution plan; and
|
•
|
For certain eligible US employees, provides an incremental retirement contribution through 2017, based on years of service and specified percentages of eligible compensation.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
40
|
|
|
43
|
|
|
44
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,610
|
|
|
3,635
|
|
|
67
|
|
|
66
|
|
Service cost
|
9
|
|
|
8
|
|
|
1
|
|
|
—
|
|
Interest cost
|
107
|
|
|
113
|
|
|
1
|
|
|
2
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net actuarial (gain) loss
(1)
|
151
|
|
|
102
|
|
|
(2
|
)
|
|
3
|
|
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlements
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
|
(233
|
)
|
|
(232
|
)
|
|
(4
|
)
|
|
(4
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
69
|
|
|
(18
|
)
|
|
3
|
|
|
—
|
|
Other
(2)
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
3,728
|
|
|
3,610
|
|
|
66
|
|
|
67
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,784
|
|
|
2,508
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
302
|
|
|
177
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
359
|
|
|
346
|
|
|
4
|
|
|
4
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlements
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
(3)
|
(233
|
)
|
|
(232
|
)
|
|
(4
|
)
|
|
(4
|
)
|
Exchange rate changes
|
40
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
3,251
|
|
|
2,784
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(477
|
)
|
|
(826
|
)
|
|
(66
|
)
|
|
(67
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
64
|
|
|
22
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(24
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|
(5
|
)
|
Benefit obligations
|
(517
|
)
|
|
(823
|
)
|
|
(61
|
)
|
|
(62
|
)
|
Net amount recognized
|
(477
|
)
|
|
(826
|
)
|
|
(66
|
)
|
|
(67
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(4)
|
9
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
Net amount recognized
(5)
|
8
|
|
|
17
|
|
|
1
|
|
|
(1
|
)
|
(1)
|
Primarily relates to change in discount rates.
|
(2)
|
Primarily relates to the acquisition of Nilit (
Note 4
).
|
(3)
|
Includes benefit payments to nonqualified pension plans of
$22 million
and
$22 million
as of
December 31, 2017
and
2016
, respectively.
|
(4)
|
Relates to the pension plans of the Company's equity method investments.
|
(5)
|
Amount shown net of an income tax benefit of
$6 million
and
$4 million
as of
December 31, 2017
and
2016
, respectively, in the consolidated statements of equity (
Note 17
).
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
882
|
|
|
3,559
|
|
Fair value of plan assets
|
341
|
|
|
2,711
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
861
|
|
|
3,538
|
|
Fair value of plan assets
|
338
|
|
|
2,708
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,710
|
|
|
3,591
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
9
|
|
|
8
|
|
|
12
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Interest cost
|
107
|
|
|
113
|
|
|
139
|
|
|
1
|
|
|
2
|
|
|
3
|
|
Expected return on plan assets
|
(198
|
)
|
|
(177
|
)
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost / (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
Recognized actuarial (gain) loss
|
48
|
|
|
101
|
|
|
134
|
|
|
(2
|
)
|
|
2
|
|
|
(7
|
)
|
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefit
|
1
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
(33
|
)
|
|
48
|
|
|
75
|
|
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Prior service cost
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
32
|
|
|
30
|
|
Noncurrent Other assets, consisting of insurance contracts
|
42
|
|
|
49
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
22
|
|
Benefit obligations
|
237
|
|
|
241
|
|
(1)
|
Actuarial gain offset interest cost.
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
3.5
|
|
3.9
|
|
3.4
|
|
3.8
|
International plans
|
2.1
|
|
2.1
|
|
3.2
|
|
3.3
|
Combined
|
3.3
|
|
3.7
|
|
3.2
|
|
3.4
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
N/A
|
|
|
|
|
International plans
|
2.8
|
|
2.8
|
|
|
|
|
Combined
|
2.8
|
|
2.8
|
|
|
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.9
|
|
4.2
|
|
3.9
|
|
3.8
|
|
4.0
|
|
3.7
|
International plans
|
2.1
|
|
2.6
|
|
2.4
|
|
3.3
|
|
3.6
|
|
3.5
|
Combined
|
3.7
|
|
4.0
|
|
3.7
|
|
3.4
|
|
3.9
|
|
3.6
|
Discount Rate Service Cost
(1)
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
1.2
|
|
4.5
|
|
3.9
|
|
4.0
|
|
4.2
|
|
3.7
|
International plans
|
2.5
|
|
3.1
|
|
2.4
|
|
3.4
|
|
3.8
|
|
3.5
|
Combined
|
2.5
|
|
3.1
|
|
3.7
|
|
2.9
|
|
3.8
|
|
3.6
|
Discount Rate Interest Cost
(1)
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.3
|
|
3.4
|
|
3.9
|
|
3.1
|
|
3.1
|
|
3.7
|
International plans
|
1.7
|
|
2.2
|
|
2.4
|
|
2.9
|
|
3.1
|
|
3.5
|
Combined
|
3.1
|
|
3.2
|
|
3.7
|
|
2.9
|
|
3.1
|
|
3.6
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
7.5
|
|
7.5
|
|
8.0
|
|
|
|
|
|
|
International plans
|
5.9
|
|
6.1
|
|
6.0
|
|
|
|
|
|
|
Combined
|
7.3
|
|
7.3
|
|
7.8
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
International plans
|
2.8
|
|
2.7
|
|
2.8
|
|
|
|
|
|
|
Combined
|
2.8
|
|
2.7
|
|
2.8
|
|
|
|
|
|
|
(1)
|
Beginning in 2016, weighted-average discount rates reflect the adoption of the full yield curve approach.
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
2
|
|
|
2
|
|
Service and interest cost
|
—
|
|
|
—
|
|
|
US
Plans
|
|
International
Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
75
|
|
59
|
Equities - domestic to plans
|
8
|
|
16
|
Equities - international to plans
|
7
|
|
—
|
Other
|
10
|
|
25
|
Total
|
100
|
|
100
|
|
Fair Value Measurement
|
||||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
As of December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
2
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
8
|
|
|
2
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
US companies
|
—
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
International companies
|
72
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
345
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
776
|
|
|
798
|
|
|
776
|
|
|
798
|
|
Treasuries, other debt
|
48
|
|
|
37
|
|
|
1,411
|
|
|
793
|
|
|
1,459
|
|
|
830
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
7
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
36
|
|
|
31
|
|
|
36
|
|
|
31
|
|
Other
|
4
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
24
|
|
Total investments, at fair value
(1)
|
129
|
|
|
668
|
|
|
2,239
|
|
|
1,631
|
|
|
2,368
|
|
|
2,299
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
7
|
|
|
2
|
|
|
7
|
|
|
2
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total liabilities
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
7
|
|
|
3
|
|
Total net assets
(2)
|
129
|
|
|
668
|
|
|
2,232
|
|
|
1,628
|
|
|
2,361
|
|
|
2,296
|
|
(1)
|
In accordance with ASU 2015-07 (
Note 2
), certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. Total investments, at fair value, for the year ended
December 31, 2017
excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of
$727 million
,
$60 million
and
$96 million
, respectively. Total investments, at fair value, for the year ended
December 31, 2016
excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of
$195 million
,
$134 million
and
$149 million
, respectively.
|
(2)
|
Total net assets excludes non-financial plan receivables and payables of
$25 million
and
$18 million
, respectively, as of
December 31, 2017
and
$20 million
and
$10 million
, respectively, as of
December 31, 2016
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
Total
Expected
2018
|
|
|
(In $ millions)
|
|
Cash contributions to defined benefit pension plans
|
23
|
|
Benefit payments to nonqualified pension plans
|
21
|
|
Benefit payments to other postretirement benefit plans
|
5
|
|
|
Pension
Benefit
Payments
(1)
|
|
Company Portion
of Postretirement
Benefit Cost
(2)
|
||
|
(In $ millions)
|
||||
2018
|
235
|
|
|
5
|
|
2019
|
233
|
|
|
5
|
|
2020
|
231
|
|
|
4
|
|
2021
|
227
|
|
|
4
|
|
2022
|
224
|
|
|
4
|
|
2023-2027
|
1,090
|
|
|
18
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
(2)
|
Payments are expected to be made primarily from Company assets.
|
|
As of December 31, 2017
|
|||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
|
(In percentages)
|
|
(In $ millions)
|
|||
InfraServ GmbH & Co. Gendorf KG
(2)
|
39
|
|
10
|
|
9
|
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
71
|
|
InfraServ GmbH & Co. Knapsack KG
(2)
|
27
|
|
22
|
|
1
|
|
(1)
|
Gross reserves maintained by the respective InfraServ entity.
|
(2)
|
See
Note 29
for further information.
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
||
|
(In percentages)
|
|
(In $ per share)
|
|
|
||||
April 2015
|
20
|
|
0.30
|
|
|
1.20
|
|
|
May 2015
|
April 2016
|
20
|
|
0.36
|
|
|
1.44
|
|
|
May 2016
|
April 2017
|
28
|
|
0.46
|
|
|
1.84
|
|
|
May 2017
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2017 |
||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|||||||||
Shares repurchased
|
5,436,803
|
|
|
7,034,420
|
|
|
6,640,601
|
|
(1)
|
39,779,019
|
|
||||
Average purchase price per share
|
$
|
91.97
|
|
|
$
|
71.08
|
|
|
$
|
63.31
|
|
|
$
|
58.71
|
|
Amount spent on repurchased shares (in millions)
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
420
|
|
|
$
|
2,335
|
|
Aggregate Board of Directors repurchase authorizations during the period (in millions)
(2)
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
3,866
|
|
(1)
|
The year ended December 31, 2015 excludes
9,264
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock awards are considered outstanding at the time of issuance. Accordingly, the shares withheld are treated as treasury shares.
|
(2)
|
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.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
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
|
162
|
|
|
12
|
|
|
174
|
|
|
(22
|
)
|
|
11
|
|
|
(11
|
)
|
|
(193
|
)
|
|
5
|
|
|
(188
|
)
|
Gain (loss) on cash flow hedges
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
Pension and postretirement benefits
|
7
|
|
|
2
|
|
|
9
|
|
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
Total
|
169
|
|
|
12
|
|
|
181
|
|
|
(22
|
)
|
|
12
|
|
|
(10
|
)
|
|
(186
|
)
|
|
3
|
|
|
(183
|
)
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
(
Note 6
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
from Cash Flow Hedges
(
Note 22
)
|
|
Pension
and
Postretirement
Benefits
(
Note 15
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2014
|
1
|
|
|
(151
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
(165
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(193
|
)
|
|
(2
|
)
|
|
6
|
|
|
(189
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
Income tax (provision) benefit
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
As of December 31, 2015
|
1
|
|
|
(339
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(348
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(22
|
)
|
|
7
|
|
|
(3
|
)
|
|
(18
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
Income tax (provision) benefit
|
—
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
12
|
|
As of December 31, 2016
|
1
|
|
|
(350
|
)
|
|
3
|
|
|
(12
|
)
|
|
(358
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
162
|
|
|
4
|
|
|
8
|
|
|
174
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
Income tax (provision) benefit
|
(1
|
)
|
|
12
|
|
|
(1
|
)
|
|
2
|
|
|
12
|
|
As of December 31, 2017
|
—
|
|
|
(176
|
)
|
|
2
|
|
|
(3
|
)
|
|
(177
|
)
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits (
Note 4
)
(1)
|
(4
|
)
|
|
(11
|
)
|
|
(53
|
)
|
InfraServ ownership change
|
(4
|
)
|
|
—
|
|
|
—
|
|
Asset impairments
|
—
|
|
|
(2
|
)
|
|
(126
|
)
|
Other plant/office closures
|
(52
|
)
|
|
—
|
|
|
—
|
|
Singapore contract termination
|
—
|
|
|
—
|
|
|
(174
|
)
|
Commercial disputes
|
—
|
|
|
2
|
|
|
2
|
|
Total
|
(60
|
)
|
|
(11
|
)
|
|
(351
|
)
|
(1)
|
Includes
$1 million
and
$3 million
of special termination benefits included in Benefit obligations in the consolidated balance sheet as of
December 31, 2017
and
2016
, respectively.
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2015
|
3
|
|
|
14
|
|
|
6
|
|
|
1
|
|
|
6
|
|
|
30
|
|
Additions
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
10
|
|
Cash payments
|
(3
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(21
|
)
|
Other changes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Exchange rate changes
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2016
|
1
|
|
|
9
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
16
|
|
Additions
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
Cash payments
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(8
|
)
|
Other changes
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2017
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
Other Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
5
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions, except percentages)
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
376
|
|
|
361
|
|
|
171
|
|
Change in valuation allowance
|
218
|
|
|
(18
|
)
|
|
124
|
|
Equity income and dividends
|
(87
|
)
|
|
(60
|
)
|
|
(33
|
)
|
(Income) expense not resulting in tax impact, net
|
(157
|
)
|
|
(152
|
)
|
|
(32
|
)
|
US tax effect of foreign earnings and dividends
|
521
|
|
|
302
|
|
|
15
|
|
Foreign tax credits
|
(759
|
)
|
|
(293
|
)
|
|
(4
|
)
|
Other foreign tax rate differentials
|
(38
|
)
|
|
(48
|
)
|
|
(47
|
)
|
Legislative changes
|
116
|
|
|
4
|
|
|
9
|
|
State income taxes, net of federal benefit
|
12
|
|
|
8
|
|
|
6
|
|
Other, net
|
11
|
|
|
18
|
|
|
(8
|
)
|
Income tax provision (benefit)
|
213
|
|
|
122
|
|
|
201
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
20
|
%
|
|
12
|
%
|
|
41
|
%
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
(1)
|
143
|
|
|
313
|
|
Accrued expenses
|
50
|
|
|
61
|
|
Inventory
|
10
|
|
|
11
|
|
Net operating loss
|
703
|
|
|
661
|
|
Tax credit carryforwards
(2)
|
478
|
|
|
136
|
|
Other
|
192
|
|
|
161
|
|
Subtotal
|
1,576
|
|
|
1,343
|
|
Valuation allowance
(3)
|
(618
|
)
|
|
(386
|
)
|
Total
|
958
|
|
|
957
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
307
|
|
|
366
|
|
Investments in affiliates
|
427
|
|
|
475
|
|
Other
|
69
|
|
|
87
|
|
Total
|
803
|
|
|
928
|
|
Net deferred tax assets (liabilities)
|
155
|
|
|
29
|
|
(1)
|
For the year ended
December 31, 2017
, the pension and postretirement obligations decreased primarily due to
$316 million
in employer contributions made to the US defined benefit plans (
Note 15
).
|
(2)
|
For the year ended
December 31, 2017
, the tax credit carryforwards increased primarily due to internal reorganization transactions made in preparation for the proposed acetate tow joint venture with Blackstone discussed herein and
Note 4
.
|
(3)
|
Includes deferred tax asset valuation allowances for the Company's deferred tax assets in the
US, Luxembourg, Spain, China, Singapore, the United Kingdom, Canada and France
. These valuation allowances relate primarily to net operating loss carryforward benefits and other net deferred tax assets, all of which may not be realizable. For the year ended
December 31, 2017
, the valuation allowance increased primarily due to the impact of the TCJA on excess foreign tax credits.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
114
|
|
|
158
|
|
|
228
|
|
Increases in tax positions for the current year
|
14
|
|
|
9
|
|
|
13
|
|
Increases in tax positions for prior years
(1)
|
4
|
|
|
11
|
|
|
76
|
|
Decreases in tax positions for prior years
|
(7
|
)
|
|
(9
|
)
|
|
(126
|
)
|
Decreases due to settlements
|
(6
|
)
|
|
(55
|
)
|
|
(33
|
)
|
As of the end of the year
|
119
|
|
|
114
|
|
|
158
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
100
|
|
|
87
|
|
|
144
|
|
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations
(2)
|
6
|
|
|
(16
|
)
|
|
(12
|
)
|
Total amount of interest expense and penalties recognized in the consolidated balance sheets
|
38
|
|
|
26
|
|
|
43
|
|
(1)
|
Includes uncertain tax positions related to the Nilit acquisition (
Note 4
) of
$4 million
for the year ended
December 31, 2017
.
|
(2)
|
This amount reflects interest on uncertain tax positions and release of certain tax positions as a result of audit closure that was reflected in the consolidated statements of operations. In addition, for the years ended December 31, 2016 and 2015, the Company also paid an additional
$1 million
and
$12 million
, respectively, of previously accrued amounts due to settlements of tax examinations.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
9
|
|
|
7
|
|
|
2
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2016
|
1,085
|
|
|
53.36
|
|
Granted
|
314
|
|
|
83.52
|
|
Additional performance-based RSUs granted
(1)
|
225
|
|
|
48.70
|
|
Vested
|
(527
|
)
|
|
49.36
|
|
Canceled
|
(150
|
)
|
|
53.21
|
|
Forfeited
|
(87
|
)
|
|
62.36
|
|
As of December 31, 2017
|
860
|
|
|
64.71
|
|
(1)
|
Represents additional performance-based RSU grants in 2014 that were awarded in
2017
as a result of achieving internal profitability targets.
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2016
|
344
|
|
|
67.42
|
|
Granted
|
159
|
|
|
86.20
|
|
Vested
|
(123
|
)
|
|
67.78
|
|
Forfeited
|
(29
|
)
|
|
68.29
|
|
As of December 31, 2017
|
351
|
|
|
75.75
|
|
|
As of December 31, 2017
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2018
|
53
|
|
2019
|
46
|
|
2020
|
45
|
|
2021
|
44
|
|
2022
|
33
|
|
Later years
|
114
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
335
|
|
Less amounts representing interest
|
(127
|
)
|
Present value of net minimum lease obligations
|
208
|
|
|
As of December 31, 2017
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2018
|
54
|
|
2019
|
47
|
|
2020
|
37
|
|
2021
|
28
|
|
2022
|
22
|
|
Later years
|
155
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
343
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Total
|
159
|
|
|
154
|
|
|
154
|
|
|
2017 Maturity
|
|
|
(In $ millions)
|
|
Currency
|
|
|
Brazilian real
|
(13
|
)
|
British pound sterling
|
(93
|
)
|
Canadian dollar
|
36
|
|
Euro
|
(6
|
)
|
Hungarian forint
|
10
|
|
Korean won
|
10
|
|
Singapore dollar
|
32
|
|
Swedish krona
|
(4
|
)
|
Total
|
(28
|
)
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Total
|
740
|
|
|
508
|
|
|
Year Ended December 31,
|
|
Statement of Operations Classification
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|
||||
|
(In $ millions)
|
|
|
|||||||
Hedging activities
|
4
|
|
|
2
|
|
|
2
|
|
|
Cost of sales
|
Ineffective portion of hedging activities
|
—
|
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|
Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss)
|
|
Gain (Loss) Recognized
in Earnings (Loss)
|
|
Statement of Operations Classification
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
|||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity swaps
|
4
|
|
|
7
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
Cost of sales
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
Other income (expense), net or Foreign exchange gain (loss)
|
Foreign currency forwards
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
Cost of sales
|
Total
|
3
|
|
|
7
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Designated as a Net Investment Hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency denominated debt (
Note 14
)
|
(119
|
)
|
|
61
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Foreign currency forwards
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
(117
|
)
|
|
61
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
Interest expense
|
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
(82
|
)
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
(83
|
)
|
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
13
|
|
|
14
|
|
Gross amount offset in the consolidated balance sheets
|
4
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
9
|
|
|
10
|
|
Gross amount not offset in the consolidated balance sheets
|
3
|
|
|
2
|
|
Net amount
|
6
|
|
|
8
|
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
7
|
|
|
7
|
|
Gross amount offset in the consolidated balance sheets
|
4
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
3
|
|
|
3
|
|
Gross amount not offset in the consolidated balance sheets
|
3
|
|
|
2
|
|
Net amount
|
—
|
|
|
1
|
|
|
Fair Value Measurement
|
|
Balance Sheet Classification
|
||||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
|
|||||||||||||
|
As of December 31,
|
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||
|
(In $ millions)
|
|
|
||||||||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity swaps
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
2
|
|
|
5
|
|
|
Current Other assets
|
Commodity swaps
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
Noncurrent Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
—
|
|
|
9
|
|
|
10
|
|
|
9
|
|
|
10
|
|
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying
Amount
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
159
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
42
|
|
|
49
|
|
|
42
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
49
|
|
Long-term debt, including current installments of long-term debt
|
3,398
|
|
|
2,938
|
|
|
3,299
|
|
|
2,826
|
|
|
208
|
|
|
217
|
|
|
3,507
|
|
|
3,043
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Interest paid, net of amounts capitalized
|
130
|
|
|
130
|
|
|
120
|
|
Taxes paid, net of refunds
|
123
|
|
|
129
|
|
|
151
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Accrued capital expenditures
|
14
|
|
|
1
|
|
|
(37
|
)
|
Asset retirement obligations
|
2
|
|
|
2
|
|
|
3
|
|
Capital lease obligations
|
—
|
|
|
—
|
|
|
6
|
|
Fair value adjustment to securities available for sale, net of tax
|
(1
|
)
|
|
—
|
|
|
—
|
|
Distribution to noncontrolling interests (
Note 5
)
|
—
|
|
|
—
|
|
|
(4
|
)
|
•
|
Advanced Engineered Materials
|
•
|
Consumer Specialties
|
•
|
Industrial Specialties
|
•
|
Acetyl Intermediates
|
•
|
Other Activities
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Year Ended December 31, 2017
|
|
|||||||||||||||||||
Net sales
|
2,096
|
|
|
785
|
|
(1)
|
1,023
|
|
(2)
|
2,669
|
|
(3)
|
—
|
|
|
(433
|
)
|
|
6,140
|
|
|
Other (charges) gains, net (
Note 18
)
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(52
|
)
|
|
(4
|
)
|
|
—
|
|
|
(60
|
)
|
|
Operating profit (loss)
|
383
|
|
|
218
|
|
|
87
|
|
|
424
|
|
|
(211
|
)
|
|
—
|
|
|
901
|
|
|
Equity in net earnings (loss) of affiliates
|
168
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
183
|
|
|
Depreciation and amortization
|
108
|
|
|
44
|
|
|
38
|
|
|
105
|
|
|
10
|
|
|
—
|
|
|
305
|
|
|
Capital expenditures
|
75
|
|
|
42
|
|
|
30
|
|
|
120
|
|
|
14
|
|
|
—
|
|
|
281
|
|
(4)
|
|
As of December 31, 2017
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
798
|
|
|
258
|
|
|
46
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
Total assets
|
3,672
|
|
|
1,357
|
|
|
861
|
|
|
2,657
|
|
|
991
|
|
|
—
|
|
|
9,538
|
|
|
|
Year Ended December 31, 2016
|
|
|||||||||||||||||||
Net sales
|
1,444
|
|
|
929
|
|
(1)
|
979
|
|
(2)
|
2,441
|
|
(3)
|
—
|
|
|
(404
|
)
|
|
5,389
|
|
|
Other (charges) gains, net (
Note 18
)
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11
|
)
|
|
Operating profit (loss)
|
350
|
|
|
302
|
|
|
105
|
|
|
340
|
|
|
(205
|
)
|
|
1
|
|
|
893
|
|
|
Equity in net earnings (loss) of affiliates
|
122
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
24
|
|
|
—
|
|
|
155
|
|
|
Depreciation and amortization
|
92
|
|
|
45
|
|
|
34
|
|
|
107
|
|
|
12
|
|
|
—
|
|
|
290
|
|
|
Capital expenditures
|
73
|
|
|
38
|
|
|
57
|
|
|
67
|
|
|
12
|
|
|
—
|
|
|
247
|
|
(4)
|
|
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
|
|
|
|
Year Ended December 31, 2015
|
|
|||||||||||||||||||
Net sales
|
1,326
|
|
|
969
|
|
(1)
|
1,082
|
|
(2)
|
2,744
|
|
(3)
|
—
|
|
|
(447
|
)
|
|
5,674
|
|
|
Other (charges) gains, net (
Note 18
)
|
(7
|
)
|
|
(25
|
)
|
|
(10
|
)
|
|
(300
|
)
|
|
(9
|
)
|
|
—
|
|
|
(351
|
)
|
|
Operating profit (loss)
|
235
|
|
|
262
|
|
|
72
|
|
|
(3
|
)
|
|
(240
|
)
|
|
—
|
|
|
326
|
|
|
Equity in net earnings (loss) of affiliates
|
150
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
23
|
|
|
—
|
|
|
181
|
|
|
Depreciation and amortization
|
99
|
|
|
60
|
|
|
64
|
|
|
123
|
|
|
11
|
|
|
—
|
|
|
357
|
|
|
Capital expenditures
|
73
|
|
|
65
|
|
|
56
|
|
|
282
|
|
|
7
|
|
|
—
|
|
|
483
|
|
(4)
|
(1)
|
Includes intersegment sales of
$2 million
,
$0 million
and
$0 million
for the year ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(2)
|
Includes intersegment sales of
$4 million
,
$3 million
and
$0 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(3)
|
Includes intersegment sales of
$427 million
,
$401 million
and
$447 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(4)
|
Includes an increase in accrued capital expenditures of
$14 million
, an increase of
$1 million
and a decrease of
$37 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions)
|
|||||||
Belgium
|
295
|
|
|
408
|
|
|
417
|
|
Canada
|
92
|
|
|
123
|
|
|
162
|
|
China
|
833
|
|
|
745
|
|
|
800
|
|
Germany
|
1,776
|
|
|
1,540
|
|
|
1,779
|
|
Italy
|
259
|
|
|
13
|
|
|
—
|
|
Mexico
|
257
|
|
|
214
|
|
|
204
|
|
Singapore
|
867
|
|
|
758
|
|
|
703
|
|
US
|
1,572
|
|
|
1,451
|
|
|
1,463
|
|
Other
|
189
|
|
|
137
|
|
|
146
|
|
Total
|
6,140
|
|
|
5,389
|
|
|
5,674
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
856
|
|
|
902
|
|
|
306
|
|
Earnings (loss) from discontinued operations
|
(13
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
843
|
|
|
900
|
|
|
304
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
137,902,667
|
|
|
144,939,433
|
|
|
150,838,050
|
|
Incremental shares attributable to equity awards
(1)
|
414,728
|
|
|
728,748
|
|
|
1,449,905
|
|
Weighted average shares - diluted
|
138,317,395
|
|
|
145,668,181
|
|
|
152,287,955
|
|
(1)
|
Excludes
29
,
836
and
2,903
equity award shares for the years ended
December 31, 2017
,
2016
and
2015
, respectively, as their effect would have been antidilutive.
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,240
|
|
|
5,013
|
|
|
(1,113
|
)
|
|
6,140
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,717
|
)
|
|
(4,016
|
)
|
|
1,108
|
|
|
(4,625
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
523
|
|
|
997
|
|
|
(5
|
)
|
|
1,515
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
(321
|
)
|
|
—
|
|
|
(456
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(16
|
)
|
|
—
|
|
|
(20
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(41
|
)
|
|
—
|
|
|
(72
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(53
|
)
|
|
—
|
|
|
(60
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
3
|
|
|
—
|
|
|
(5
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
338
|
|
|
568
|
|
|
(5
|
)
|
|
901
|
|
Equity in net earnings (loss) of affiliates
|
843
|
|
|
867
|
|
|
591
|
|
|
166
|
|
|
(2,284
|
)
|
|
183
|
|
Interest expense
|
—
|
|
|
(20
|
)
|
|
(104
|
)
|
|
(30
|
)
|
|
32
|
|
|
(122
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
25
|
|
|
4
|
|
|
5
|
|
|
(32
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
(3
|
)
|
|
108
|
|
Other income (expense), net
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
4
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
843
|
|
|
869
|
|
|
831
|
|
|
824
|
|
|
(2,292
|
)
|
|
1,075
|
|
Income tax (provision) benefit
|
—
|
|
|
(26
|
)
|
|
(62
|
)
|
|
(125
|
)
|
|
—
|
|
|
(213
|
)
|
Earnings (loss) from continuing operations
|
843
|
|
|
843
|
|
|
769
|
|
|
699
|
|
|
(2,292
|
)
|
|
862
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
(16
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|
(13
|
)
|
Net earnings (loss)
|
843
|
|
|
843
|
|
|
768
|
|
|
687
|
|
|
(2,292
|
)
|
|
849
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
843
|
|
|
843
|
|
|
768
|
|
|
681
|
|
|
(2,292
|
)
|
|
843
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,162
|
|
|
4,322
|
|
|
(1,095
|
)
|
|
5,389
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,657
|
)
|
|
(3,428
|
)
|
|
1,101
|
|
|
(3,984
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
505
|
|
|
894
|
|
|
6
|
|
|
1,405
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
(304
|
)
|
|
—
|
|
|
(416
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(46
|
)
|
|
—
|
|
|
(78
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
17
|
|
|
(6
|
)
|
|
3
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
348
|
|
|
545
|
|
|
—
|
|
|
893
|
|
Equity in net earnings (loss) of affiliates
|
898
|
|
|
939
|
|
|
653
|
|
|
146
|
|
|
(2,481
|
)
|
|
155
|
|
Interest expense
|
—
|
|
|
(16
|
)
|
|
(94
|
)
|
|
(29
|
)
|
|
19
|
|
|
(120
|
)
|
Refinancing expense
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
Interest income
|
—
|
|
|
12
|
|
|
4
|
|
|
5
|
|
|
(19
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
1
|
|
|
108
|
|
Other income (expense), net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Earnings (loss) from continuing operations before tax
|
898
|
|
|
930
|
|
|
910
|
|
|
772
|
|
|
(2,480
|
)
|
|
1,030
|
|
Income tax (provision) benefit
|
2
|
|
|
(32
|
)
|
|
(53
|
)
|
|
(36
|
)
|
|
(3
|
)
|
|
(122
|
)
|
Earnings (loss) from continuing operations
|
900
|
|
|
898
|
|
|
857
|
|
|
736
|
|
|
(2,483
|
)
|
|
908
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss)
|
900
|
|
|
898
|
|
|
855
|
|
|
736
|
|
|
(2,483
|
)
|
|
906
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
900
|
|
|
898
|
|
|
855
|
|
|
730
|
|
|
(2,483
|
)
|
|
900
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,410
|
|
|
4,485
|
|
|
(1,221
|
)
|
|
5,674
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,729
|
)
|
|
(3,897
|
)
|
|
1,270
|
|
|
(4,356
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
681
|
|
|
588
|
|
|
49
|
|
|
1,318
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
(264
|
)
|
|
—
|
|
|
(506
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|
—
|
|
|
(11
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(41
|
)
|
|
—
|
|
|
(119
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(346
|
)
|
|
—
|
|
|
(351
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
(9
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
345
|
|
|
(68
|
)
|
|
49
|
|
|
326
|
|
Equity in net earnings (loss) of affiliates
|
302
|
|
|
314
|
|
|
84
|
|
|
162
|
|
|
(681
|
)
|
|
181
|
|
Interest expense
|
—
|
|
|
(77
|
)
|
|
(76
|
)
|
|
(36
|
)
|
|
70
|
|
|
(119
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
18
|
|
|
40
|
|
|
13
|
|
|
(70
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
Other income (expense), net
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
Earnings (loss) from continuing operations before tax
|
302
|
|
|
253
|
|
|
395
|
|
|
170
|
|
|
(632
|
)
|
|
488
|
|
Income tax (provision) benefit
|
2
|
|
|
49
|
|
|
(133
|
)
|
|
(98
|
)
|
|
(21
|
)
|
|
(201
|
)
|
Earnings (loss) from continuing operations
|
304
|
|
|
302
|
|
|
262
|
|
|
72
|
|
|
(653
|
)
|
|
287
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss)
|
304
|
|
|
302
|
|
|
260
|
|
|
72
|
|
|
(653
|
)
|
|
285
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Net earnings (loss) attributable to Celanese Corporation
|
304
|
|
|
302
|
|
|
260
|
|
|
91
|
|
|
(653
|
)
|
|
304
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
843
|
|
|
843
|
|
|
768
|
|
|
687
|
|
|
(2,292
|
)
|
|
849
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Foreign currency translation
|
174
|
|
|
174
|
|
|
226
|
|
|
268
|
|
|
(668
|
)
|
|
174
|
|
Gain (loss) from cash flow hedges
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Pension and postretirement benefits
|
9
|
|
|
9
|
|
|
7
|
|
|
10
|
|
|
(26
|
)
|
|
9
|
|
Total other comprehensive income (loss), net of tax
|
181
|
|
|
181
|
|
|
231
|
|
|
276
|
|
|
(688
|
)
|
|
181
|
|
Total comprehensive income (loss), net of tax
|
1,024
|
|
|
1,024
|
|
|
999
|
|
|
963
|
|
|
(2,980
|
)
|
|
1,030
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,024
|
|
|
1,024
|
|
|
999
|
|
|
957
|
|
|
(2,980
|
)
|
|
1,024
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
900
|
|
|
898
|
|
|
855
|
|
|
736
|
|
|
(2,483
|
)
|
|
906
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(11
|
)
|
|
(11
|
)
|
|
(65
|
)
|
|
(73
|
)
|
|
149
|
|
|
(11
|
)
|
Gain (loss) from cash flow hedges
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
(15
|
)
|
|
5
|
|
Pension and postretirement benefits
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
10
|
|
|
(4
|
)
|
Total other comprehensive income (loss), net of tax
|
(10
|
)
|
|
(10
|
)
|
|
(64
|
)
|
|
(70
|
)
|
|
144
|
|
|
(10
|
)
|
Total comprehensive income (loss), net of tax
|
890
|
|
|
888
|
|
|
791
|
|
|
666
|
|
|
(2,339
|
)
|
|
896
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
890
|
|
|
888
|
|
|
791
|
|
|
660
|
|
|
(2,339
|
)
|
|
890
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
304
|
|
|
302
|
|
|
260
|
|
|
72
|
|
|
(653
|
)
|
|
285
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(188
|
)
|
|
(188
|
)
|
|
(181
|
)
|
|
(231
|
)
|
|
600
|
|
|
(188
|
)
|
Gain (loss) from cash flow hedges
|
2
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
(8
|
)
|
|
2
|
|
Pension and postretirement benefits
|
3
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
(8
|
)
|
|
3
|
|
Total other comprehensive income (loss), net of tax
|
(183
|
)
|
|
(183
|
)
|
|
(173
|
)
|
|
(228
|
)
|
|
584
|
|
|
(183
|
)
|
Total comprehensive income (loss), net of tax
|
121
|
|
|
119
|
|
|
87
|
|
|
(156
|
)
|
|
(69
|
)
|
|
102
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
121
|
|
|
119
|
|
|
87
|
|
|
(137
|
)
|
|
(69
|
)
|
|
121
|
|
|
As of December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
89
|
|
|
988
|
|
|
(91
|
)
|
|
986
|
|
Non-trade receivables, net
|
38
|
|
|
482
|
|
|
279
|
|
|
385
|
|
|
(940
|
)
|
|
244
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
277
|
|
|
672
|
|
|
(49
|
)
|
|
900
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
Other assets
|
—
|
|
|
60
|
|
|
12
|
|
|
93
|
|
|
(111
|
)
|
|
54
|
|
Total current assets
|
38
|
|
|
542
|
|
|
919
|
|
|
2,484
|
|
|
(1,191
|
)
|
|
2,792
|
|
Investments in affiliates
|
2,850
|
|
|
4,283
|
|
|
3,916
|
|
|
861
|
|
|
(10,934
|
)
|
|
976
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,145
|
|
|
2,617
|
|
|
—
|
|
|
3,762
|
|
Deferred income taxes
|
—
|
|
|
6
|
|
|
206
|
|
|
158
|
|
|
(4
|
)
|
|
366
|
|
Other assets
|
—
|
|
|
1,295
|
|
|
171
|
|
|
165
|
|
|
(1,293
|
)
|
|
338
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
689
|
|
|
—
|
|
|
1,003
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
48
|
|
|
253
|
|
|
—
|
|
|
301
|
|
Total assets
|
2,888
|
|
|
6,126
|
|
|
6,719
|
|
|
7,227
|
|
|
(13,422
|
)
|
|
9,538
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
76
|
|
|
148
|
|
|
369
|
|
|
(267
|
)
|
|
326
|
|
Trade payables - third party and affiliates
|
—
|
|
|
1
|
|
|
300
|
|
|
598
|
|
|
(92
|
)
|
|
807
|
|
Other liabilities
|
—
|
|
|
71
|
|
|
302
|
|
|
273
|
|
|
(292
|
)
|
|
354
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
471
|
|
|
92
|
|
|
(491
|
)
|
|
72
|
|
Total current liabilities
|
—
|
|
|
148
|
|
|
1,221
|
|
|
1,332
|
|
|
(1,142
|
)
|
|
1,559
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, net of unamortized deferred financing costs
|
—
|
|
|
3,128
|
|
|
1,254
|
|
|
233
|
|
|
(1,300
|
)
|
|
3,315
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
(4
|
)
|
|
211
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
1
|
|
|
157
|
|
|
(2
|
)
|
|
156
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
277
|
|
|
308
|
|
|
—
|
|
|
585
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
255
|
|
|
158
|
|
|
—
|
|
|
413
|
|
Total noncurrent liabilities
|
—
|
|
|
3,128
|
|
|
1,787
|
|
|
1,071
|
|
|
(1,306
|
)
|
|
4,680
|
|
Total Celanese Corporation stockholders' equity
|
2,888
|
|
|
2,850
|
|
|
3,711
|
|
|
4,412
|
|
|
(10,974
|
)
|
|
2,887
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
412
|
|
Total equity
|
2,888
|
|
|
2,850
|
|
|
3,711
|
|
|
4,824
|
|
|
(10,974
|
)
|
|
3,299
|
|
Total liabilities and equity
|
2,888
|
|
|
6,126
|
|
|
6,719
|
|
|
7,227
|
|
|
(13,422
|
)
|
|
9,538
|
|
|
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
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
454
|
|
|
75
|
|
|
(517
|
)
|
|
12
|
|
Total current liabilities
|
—
|
|
|
64
|
|
|
980
|
|
|
1,111
|
|
|
(1,078
|
)
|
|
1,077
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, net of unamortized deferred financing costs
|
—
|
|
|
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
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
740
|
|
|
868
|
|
|
425
|
|
|
593
|
|
|
(1,823
|
)
|
|
803
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
(91
|
)
|
|
—
|
|
|
(267
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(11
|
)
|
|
(12
|
)
|
|
(274
|
)
|
|
28
|
|
|
(269
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
9
|
|
|
20
|
|
|
(28
|
)
|
|
1
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital from subsidiary
|
—
|
|
|
16
|
|
|
241
|
|
|
—
|
|
|
(257
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(530
|
)
|
|
(25
|
)
|
|
—
|
|
|
555
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(12
|
)
|
|
—
|
|
|
(14
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(525
|
)
|
|
35
|
|
|
(357
|
)
|
|
298
|
|
|
(549
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
56
|
|
|
15
|
|
|
51
|
|
|
(11
|
)
|
|
111
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
Proceeds from long-term debt
|
—
|
|
|
351
|
|
|
530
|
|
|
14
|
|
|
(544
|
)
|
|
351
|
|
Repayments of long-term debt
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(69
|
)
|
|
—
|
|
|
(77
|
)
|
Purchases of treasury stock, including related fees
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
Dividends to parent
|
—
|
|
|
(741
|
)
|
|
(802
|
)
|
|
(280
|
)
|
|
1,823
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Series A common stock dividends
|
(241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(257
|
)
|
|
257
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
Other, net
|
—
|
|
|
(3
|
)
|
|
(22
|
)
|
|
(2
|
)
|
|
—
|
|
|
(27
|
)
|
Net cash provided by (used in) financing activities
|
(740
|
)
|
|
(343
|
)
|
|
(281
|
)
|
|
(512
|
)
|
|
1,525
|
|
|
(351
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
179
|
|
|
(241
|
)
|
|
—
|
|
|
(62
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
695
|
|
|
711
|
|
|
(21
|
)
|
|
872
|
|
|
(1,364
|
)
|
|
893
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
(107
|
)
|
|
—
|
|
|
(246
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
(178
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|
—
|
|
|
12
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital from subsidiary
|
—
|
|
|
145
|
|
|
758
|
|
|
—
|
|
|
(903
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(283
|
)
|
|
19
|
|
|
90
|
|
|
174
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(17
|
)
|
|
—
|
|
|
(27
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(138
|
)
|
|
629
|
|
|
(201
|
)
|
|
(729
|
)
|
|
(439
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
(371
|
)
|
|
1
|
|
|
(1
|
)
|
|
19
|
|
|
(352
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
Proceeds from long-term debt
|
—
|
|
|
1,589
|
|
|
746
|
|
|
—
|
|
|
(826
|
)
|
|
1,509
|
|
Repayments of long-term debt
|
—
|
|
|
(1,083
|
)
|
|
(635
|
)
|
|
(42
|
)
|
|
633
|
|
|
(1,127
|
)
|
Purchases of treasury stock, including related fees
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
Dividends to parent
|
—
|
|
|
(695
|
)
|
|
(669
|
)
|
|
—
|
|
|
1,364
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Series A common stock dividends
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(903
|
)
|
|
903
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Other, net
|
—
|
|
|
(13
|
)
|
|
(21
|
)
|
|
1
|
|
|
—
|
|
|
(33
|
)
|
Net cash provided by (used in) financing activities
|
(695
|
)
|
|
(573
|
)
|
|
(578
|
)
|
|
(1,006
|
)
|
|
2,093
|
|
|
(759
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
30
|
|
|
(359
|
)
|
|
—
|
|
|
(329
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
21
|
|
|
946
|
|
|
—
|
|
|
967
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
591
|
|
|
536
|
|
|
529
|
|
|
422
|
|
|
(1,216
|
)
|
|
862
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(104
|
)
|
|
—
|
|
|
(232
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(6
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(268
|
)
|
|
—
|
|
|
(288
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
120
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(333
|
)
|
|
(33
|
)
|
|
(15
|
)
|
|
381
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(24
|
)
|
|
—
|
|
|
(36
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(333
|
)
|
|
(316
|
)
|
|
(410
|
)
|
|
501
|
|
|
(558
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
350
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
Proceeds from long-term debt
|
—
|
|
|
15
|
|
|
406
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(9
|
)
|
|
(74
|
)
|
|
(14
|
)
|
|
73
|
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
Dividends to parent
|
—
|
|
|
(592
|
)
|
|
(624
|
)
|
|
—
|
|
|
1,216
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
(120
|
)
|
|
—
|
|
Stock option exercises
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Series A common stock dividends
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
Other, net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
(12
|
)
|
Net cash provided by (used in) financing activities
|
(591
|
)
|
|
(203
|
)
|
|
(302
|
)
|
|
315
|
|
|
715
|
|
|
(66
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
276
|
|
|
—
|
|
|
187
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
110
|
|
|
670
|
|
|
—
|
|
|
780
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
21
|
|
|
946
|
|
|
—
|
|
|
967
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
2.1†
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.1(a)
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
10.1
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.2
|
|
|
|
|
|
10.2(a)
|
|
|
|
|
|
10.2(b)
|
|
|
|
|
|
10.2(c)
|
|
|
|
|
|
10.2(d)
|
|
|
|
|
|
10.2(e)
|
|
|
|
|
|
10.2(f)
|
|
|
|
|
|
10.2(g)
|
|
|
|
|
|
10.2(h)
|
|
|
10.2(i)
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.3‡
|
|
|
|
|
|
10.3(a)‡
|
|
|
|
|
|
10.3(b)‡
|
|
|
|
|
|
10.4‡
|
|
|
|
|
|
10.4(a)‡
|
|
|
|
|
|
10.4(b)‡
|
|
|
|
|
|
10.5‡
|
|
|
|
|
|
10.5(a)‡
|
|
|
|
|
|
10.5(b)‡
|
|
|
|
|
|
10.5(c)‡
|
|
|
|
|
|
10.6‡
|
|
|
|
|
|
10.6(a)‡
|
|
|
|
|
|
10.6(b)‡
|
|
|
|
|
|
10.6(c)‡
|
|
|
|
|
|
10.6(d)‡
|
|
|
|
|
|
10.6(e)‡
|
|
|
|
|
|
10.6(f)‡
|
|
|
|
|
|
10.7‡
|
|
|
|
|
|
10.7(a)‡
|
|
|
|
|
|
10.8‡
|
|
|
|
|
|
10.9(a)‡
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
|
|
|
10.9(b)*‡
|
|
|
|
|
|
10.10‡
|
|
|
|
|
|
10.10(a)‡
|
|
|
|
|
|
10.10(b)‡
|
|
|
|
|
|
10.10(c)‡
|
|
|
|
|
|
10.10(d)‡
|
|
|
|
|
|
10.10(e)‡
|
|
|
|
|
|
10.10(f)‡
|
|
|
|
|
|
10.10(g)*‡
|
|
|
|
|
|
10.11(a)‡
|
|
|
|
|
|
10.11(b)‡
|
|
|
|
|
|
10.11(c)‡
|
|
|
|
|
|
10.11(d)‡
|
|
|
|
|
|
10.12‡
|
|
|
|
|
|
10.13‡
|
|
|
|
|
|
10.14*‡
|
|
|
|
|
|
12.1*
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
23.2*
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
23.3*
|
|
|
|
|
|
23.4*
|
|
|
|
|
|
24.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
99.1
2
|
|
|
|
|
|
99.2*
2
|
|
|
|
|
|
99.3*
2
|
|
|
|
|
|
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.
|
†
|
The schedules to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule to the SEC upon request.
|
(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.
|
(2)
|
The entities covered by the financial statements included in Exhibits 99.1 and 99.3, and Exhibit 99.2, respectively, are no longer “significant subsidiaries” of the registrant. The financial statements included in Exhibit 99.3 cover only two years’ profit and loss information due to the first year adoption by such company of International Financial Reporting Standards as endorsed in the Kingdom of Saudi Arabia in 2017. The financial statements included in Exhibit 99.1 include profit and loss information for 2016 and 2015 in accordance with accounting principles generally accepted in the Kingdom of Saudi Arabia.
|
|
|
Page
|
|
Table of Contents
|
i
|
|
Executive Severance Benefits Plan Overview
|
1
|
|
Who is Eligible
|
1
|
|
Covered Severance Events
|
1
|
|
How the Severance Benefits Plan Works
|
2
|
|
Severance Payment
|
2
|
|
Continuation of Health Benefits
|
3
|
|
Conditions
|
3
|
|
Employees Rehired After Receiving Benefits
|
3
|
|
When Coverage Ends
|
3
|
|
Claims and Appeals Process
|
3
|
|
Celanese Americas Benefits Committee
|
4
|
|
Duration of the Plan, Ability to Amend or Terminate the Plan
|
4
|
|
Appendix A - Glossary
|
6
|
•
|
The specific reasons for the adverse determination;
|
}
|
A specific reference to the pertinent Plan provisions on which the adverse determination is based;
|
}
|
A description of any additional information necessary for you to perfect the claim and an explanation of why such information is necessary. In the case of a notification of an appealed claim, the notice will also include a statement that you are entitled to receive reasonable access to and copies of all documents, records, and other
|
}
|
A description of the Plan’s review procedures (or, in the case of a notification of an appealed claim, a description of any voluntary appeal procedures) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502 of ERISA following an adverse decision by the Plan Administrator.
|
a.
|
Voluntary Resignation
.
Executive agrees to voluntarily resign from employment with the Company effective on the Separation Date or ESD, whichever is earlier. Within three business days following the Effective Date of this Agreement, Executive will sign and deliver to the Company a voluntary resignation of employment letter using the format set forth at
Exhibit A
.
|
b.
|
Annual Bonus
.
For 2017, Executive will be ineligible to receive a bonus.
|
c.
|
Long-Term Equity ( LTI’s)
.
The Company and Executive agree that all of the equity award agreements to which Executive is currently a party (collectively, the “
Equity
Awards”) are listed on
Exhibit B
. The Company and Executive agree, that, notwithstanding any provision in the Equity Agreements to the contrary, based on the terms and provision of this Agreement and the assumption of a departure on the Separation Date or ESD, Executive will vest in a prorated portion of the outstanding Equity Awards as summarized in Exhibit B and more fully described in the spreadsheet presented to Executive by email dated August 24, 2017, which units shall vest on the date they would otherwise vest if Executive’s employment had continued through each applicable vesting date. If Executive departs on the ESD, or otherwise before the Separation Date, the proration of the Equity Awards will be adjusted accordingly to reflect the earlier departure date.
|
d.
|
Pension and 401(k) Plan Vesting
.
If Executive is eligible, the Company will fulfill its obligations according to the terms of the respective Plans.
|
e.
|
Unused Vacation
.
The Company will pay to Executive wages for any unused vacation for 2017, and any approved vacation carried over from 2016 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 30 days of the Separation Date or ESD
;
subject to Executive providing the details of any vacation days utilized during 2017.
|
f.
|
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 after the Separation Date or ESD, until the earlier of twelve (12) full months after the last day in the month of the Separation Date (December 31, 2018), the ESD or the date on which the Executive becomes covered under another medical or dental plan. All other normal company programs (e.g. life insurance, LTD, 401(k) contributions, etc.) will continue until the Separation Date or ESD.
|
g.
|
COBRA Healthcare
. If Executive applies for COBRA benefits, Executive shall be entitled to elect to continue such COBRA coverage for six (6) months, at Executive’s expense.
|
h.
|
Return of Company Property
.
Executive will surrender to 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 any outstanding balances for any personal expenses charged on the Company credit card which have not already been reconciled
Return of Company Property
.
Executive will surrender to 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 any outstanding
|
i.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
j.
|
Indemnification and Protection
. The Company will maintain in effect directors and officers liability insurance coverage which provides defense and indemnity to Executive equivalent to that provided to active officers and directors of the Company.
To the extent not otherwise covered by insurance, and to the maximum extent permitted by law and the Company’s Articles of Incorporation and other governing documents, the Company will defend, indemnify and hold Executive harmless from and against any legal claims, lawsuits, or liabilities arising out of or related to his service as an officer, employee or agent of the Company equivalent to that provided to active officers, employees or agents of the Company.
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
|
The Family Medical Leave Act of 1993 (FMLA);
|
•
|
The Texas Civil Rights Act, as amended;
|
•
|
The Texas Minimum Wage Law, as amended;
|
•
|
Equal Pay Law for Texas, as amended;
|
•
|
Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the UK.
|
•
|
Any public policy, contract, tort, or common law;
|
•
|
The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany;
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
|
|
|
|
Executive
|
Celanese Corporation
|
||
By: /s/ Pat Quarles
|
By:
|
/s/ Shannon Jurecka
|
|
|
/s/ Shannon Jurecka
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Pre-tax income from continuing operations before adjustment for noncontrolling interest
|
1,075
|
|
|
1,030
|
|
|
488
|
|
|
941
|
|
|
1,609
|
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(183
|
)
|
|
(155
|
)
|
|
(181
|
)
|
|
(246
|
)
|
|
(180
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Net (earnings) loss attributable to non-controlling interests
|
(6
|
)
|
|
(6
|
)
|
|
19
|
|
|
4
|
|
|
—
|
|
Income distributions from equity investments
|
131
|
|
|
131
|
|
|
176
|
|
|
148
|
|
|
141
|
|
Amortization of capitalized interest
|
4
|
|
|
4
|
|
|
5
|
|
|
3
|
|
|
3
|
|
Total fixed charges
|
181
|
|
|
176
|
|
|
185
|
|
|
217
|
|
|
234
|
|
Total earnings as defined before fixed charges
|
1,202
|
|
|
1,180
|
|
|
692
|
|
|
1,067
|
|
|
1,807
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
122
|
|
|
120
|
|
|
119
|
|
|
147
|
|
|
172
|
|
Capitalized interest
|
6
|
|
|
5
|
|
|
15
|
|
|
16
|
|
|
9
|
|
Estimated interest portion of rent expense
|
53
|
|
|
51
|
|
|
51
|
|
|
54
|
|
|
53
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total fixed charges
|
181
|
|
|
176
|
|
|
185
|
|
|
217
|
|
|
234
|
|
Ratio of earnings to fixed charges
|
6.6x
|
|
6.7x
|
|
3.7x
|
|
4.9x
|
|
7.7x
|
Name of Company
|
|
Jurisdiction
|
Aggregate Ownership of more than 50% (100% aggregate ownership unless otherwise indicated)
|
|
|
Acetate C.V.
|
|
Netherlands
|
Acetate Europe Coöperatief U.A.
|
|
Netherlands
|
Acetate Holdings LLC
|
|
Delaware
|
Acetate Holdings Luxembourg S.à r.l.
|
|
Luxembourg
|
Acetate Intermediate Holdings LLC
|
|
Delaware
|
Acetate International LLC
|
|
Delaware
|
Acetate LTP GP Netherlands LLC
|
|
Delaware
|
Acetate LTP LiabilityCo LLC
|
|
Delaware
|
Acetate LTP Limited Partner Netherlands LLC
|
|
Delaware
|
Acetate Luxembourg S.à r.l.
|
|
Luxembourg
|
Acetate Netherlands Holdings LLC
|
|
Delaware
|
Acetate PledgeCo LLC
|
|
Delaware
|
Acetate Sales U.S. Ltd.
|
|
Texas
|
Acetate US Holdings LLC
|
|
Delaware
|
Acetate UTP Holdings LLC
|
|
Delaware
|
Acetex Chimie S.A.S.
|
|
France
|
Acetex (Cyprus) Ltd.
|
|
Cyprus
|
Alberta Ag - Industries Ltd.
|
|
Canada
|
Cadwell Limited
|
|
Cayman Islands
|
CCC Environmental Management and Solutions GmbH & Co. KG
|
|
Germany
|
CCC Environmental Management and Solutions Verwaltungs-GmbH
|
|
Germany
|
CE Europe Holdings LLC
|
|
Delaware
|
CE Mexico Holdings LLC
|
|
Delaware
|
CE Receivables LLC
|
|
Delaware
|
Celanese (China) Holding Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Derivatives Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Intermediates Co., Ltd.
|
|
China
|
Celanese (Nanjing) Chemical Co., Ltd.
|
|
China
|
Celanese (Nanjing) Diversified Chemical Co., Ltd.
|
|
China
|
Celanese (Shanghai) International Trading Co., Ltd.
|
|
China
|
Celanese (Suzhou) Engineering Plastics Co., Ltd.
|
|
China
|
Celanese Acetate C.V.
|
|
Netherlands
|
Celanese Acetate LLC
|
|
Delaware
|
Celanese Alpine S.à r.l. & Co. KG
|
|
Germany
|
Celanese Americas LLC
|
|
Delaware
|
Celanese BVBA
|
|
Belgium
|
Celanese Canada ULC
|
|
Canada
|
Celanese Chemicals, Inc.
|
|
Delaware
|
Celanese Chemicals India Private Limited
|
|
India
|
Celanese Chemicals S.A. (Pty) Ltd.
|
|
South Africa
|
Celanese Comercial S. de R.L. de C.V.
|
|
Mexico
|
Celanese C.V.
|
|
Netherlands
|
Celanese Deutschland Holding GmbH
|
|
Germany
|
Celanese do Brasil Ltda.
|
|
Brazil
|
Celanese Emulsions Ltd.
|
|
United Kingdom
|
Celanese Emulsions Pension Plan Trustees Limited
|
|
United Kingdom
|
Celanese Europe B.V.
|
|
Netherlands
|
Celanese EVA Performance Polymers LLC
|
|
Delaware
|
Celanese EVA Performance Polymers Partnership
|
|
Canada
|
Celanese Far East Limited
|
|
Hong Kong
|
Celanese France Holdings S.à r.l.
|
|
Luxembourg
|
Celanese Global Relocation LLC
|
|
Delaware
|
Celanese Holdings B.V.
|
|
Netherlands
|
Celanese Holdings Luxembourg S.à r.l.
|
|
Luxembourg
|
Celanese Hungary Kft.
|
|
Hungary
|
Celanese Iberica Holdings S.à r.l.
|
|
Luxembourg
|
Celanese International Corporation
|
|
Delaware
|
Celanese International Holdings Luxembourg S.à r.l.
|
|
Luxembourg
|
Celanese IP Germany GmbH
|
|
Germany
|
Celanese IP Hungary Bt.
|
|
Hungary
|
Celanese Japan Limited
|
|
Japan
|
Celanese Korea Ltd.
|
|
Korea
|
Celanese Ltd.
|
|
Texas
|
Celanese Materials Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese Operations Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celanese Netherlands Holdings C.V.
|
|
Netherlands
|
Celanese Production Belgium BVBA
|
|
Belgium
|
Celanese Production Germany GmbH & Co. KG
|
|
Germany
|
Celanese Production Netherlands B.V.
|
|
Netherlands
|
Celanese Production Sweden AB
|
|
Sweden
|
Celanese Production UK Limited
|
|
United Kingdom
|
Celanese Property Germany GmbH & Co. KG
|
|
Germany
|
Celanese PTE. LTD.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese Sales Austria GmbH
|
|
Austria
|
Celanese Sales Czech Republic s.r.o.
|
|
Czech Republic
|
Celanese Sales France S.A.S.
|
|
France
|
Celanese Sales Germany GmbH
|
|
Germany
|
Celanese Sales Ibérica, S.L.
|
|
Spain
|
Celanese Sales Italy S.r.l.
|
|
Italy
|
Celanese Sales Netherlands B.V.
|
|
Netherlands
|
Celanese Sales Rus gAG
|
|
Russia
|
Celanese Sales UK Limited
|
|
United Kingdom
|
Celanese Sales U.S. Ltd.
|
|
Texas
|
Celanese Services Germany GmbH
|
|
Germany
|
Celanese Services UK Limited
|
|
United Kingdom
|
Celanese Singapore Acetyls Holding PTE. LTD.
|
|
Singapore
|
Celanese Singapore Acetyls Investment PTE. LTD.
|
|
Singapore
|
Celanese Singapore Chemical Holding PTE. LTD.
|
|
Singapore
|
Celanese Singapore Holdings S.à r.l.
|
|
Luxembourg
|
Celanese Singapore Investment PTE. LTD.
|
|
Singapore
|
Celanese Singapore PTE. LTD.
|
|
Singapore
|
Celanese Singapore VAM PTE. LTD.
|
|
Singapore
|
Celanese Singapore Emulsions PTE. LTD.
|
|
Singapore
|
Celanese (Thailand) Limited
|
|
Thailand
|
Celanese US Holdings LLC
|
|
Delaware
|
Celanese Ventas Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celtran, Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CELX Investments S.à r.l.
|
|
Luxembourg
|
CEMX Holdings LLC
|
|
Delaware
|
CNA Holdings LLC
|
|
Delaware
|
Elwood C.V.
|
|
Netherlands
|
Elwood Limited
|
|
Bermuda
|
FKAT LLC
|
|
Delaware
|
Grupo Celanese, S. de R.L. de C.V.
|
|
Mexico
|
Holding Softer America S.A. de C.V
|
|
Mexico
|
HNA Acquisition ULC
|
|
Canada
|
Infraserv Verwaltungs GmbH
|
|
Germany
|
KEP Americas Engineering Plastics, LLC
|
|
Delaware
|
KEP Europe GmbH
|
|
Germany
|
Lower Tier Partnership Netherlands C.V.
|
|
Netherlands
|
Nutrinova France S.à r.l†
|
|
France
|
Polymia S.r.l.
|
|
Italy
|
Pozzi Plast S.r.l.
|
|
Italy
|
PT Celanese Indonesia Operations
|
|
Indonesia
|
Results Based Sustainability, LLC
|
|
Georgia
|
RIOMAVA GmbH
|
|
Germany
|
Servicios Acetato Mexico S. de R.L. de C.V.
|
|
Mexico
|
Servicios Corporativos Celanese S. de R.L. de C.V.
|
|
Mexico
|
So.F.teR Brasil Compostos Termoplasticos Ltda.
|
|
Brazil
|
So.F.teR Deutschland GmbH
|
|
Germany
|
So.F.teR. Holding USA, Inc.
|
|
Delaware
|
So.F.teR. S.r.l.
|
|
Italy
|
So.F.teR. US, Inc.
|
|
Delaware
|
Tenedora Tercera de Toluca S. de R.L. de C.V.
|
|
Mexico
|
Ticona Fortron Inc.
|
|
Delaware
|
Ticona LLC
|
|
Delaware
|
Ticona Polymers, Inc.
|
|
Delaware
|
Ticona Polymers Ltda.
|
|
Brazil
|
|
|
|
Aggregate Ownership of 50% or less
|
|
|
CTE Petrochemicals Co.
1
|
|
Cayman Islands
|
Fairway Methanol LLC
1
|
|
Delaware
|
Fortron Industries, LLC
1
|
|
North Carolina
|
InfraServ GmbH & Co. Gendorf KG
2
|
|
Germany
|
Infraserv GmbH & Co. Hoechst KG
3
|
|
Germany
|
InfraServ GmbH & Co. Knapsack KG
4
|
|
Germany
|
InfraServ GmbH & Co. Wiesbaden KG
5
|
|
Germany
|
Korea Engineering Plastics Co., Ltd.
1
|
|
Korea
|
Kunming Cellulose Fibers Company, Limited
6
|
|
China
|
National Methanol Company
7
|
|
Saudi Arabia
|
Nantong Cellulose Fibers Company, Limited
8
|
|
China
|
Polyplastics Company, Ltd.
9
|
|
Japan
|
Zhuhai Cellulose Fibers Company, Limited
6
|
|
China
|
1
|
|
Aggregate ownership is 50.00%
|
|
|
|
|
|
2
|
|
Aggregate ownership is 39.00%
|
|
|
|
|
|
3
|
|
Aggregate ownership is 32.43%
|
|
|
|
|
|
4
|
|
Aggregate ownership is 27.00%
|
|
|
|
|
|
5
|
|
Aggregate ownership is 7.90%
|
|
|
|
|
|
6
|
|
Aggregate ownership is 30.00%
|
|
|
|
|
|
7
|
|
Aggregate ownership is 25.00%
|
|
|
|
|
|
8
|
|
Aggregate ownership is 30.68%
|
|
|
|
|
|
9
|
|
Aggregate ownership is 45.00%
|
|
|
|
|
|
†
|
|
In liquidation
|
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 9, 2018
|
|
|
/s/ KEVIN S. OLIVER
|
|
|
|
|
|
Kevin S. Oliver
|
|
|
Acting Chief Financial Officer (Person performing the functions of Principal Financial Officer)
|
|
|
Date: February 9, 2018
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 9, 2018
|
|
|
/s/ KEVIN S. OLIVER
|
|
|
|
|
|
Kevin S. Oliver
|
|
|
Acting Chief Financial Officer and Chief Accounting Officer (Person performing the functions of Principal Financial Officer)
|
|
|
Date: February 9, 2018
|
|
PAGE
|
Independent Auditor's Report
|
|
Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015
|
|
Balance Sheets as of December 31, 2017 and 2016
|
|
Statements of Partners' Capital for the years ended December 31, 2017, 2016 and 2015
|
|
Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
Notes to Financial Statements
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In $ thousands)
|
||||||||||
Equity in net earnings of Ibn Sina
|
$
|
123,762
|
|
|
$
|
75,696
|
|
|
$
|
143,140
|
|
Administrative expenses
|
(61
|
)
|
|
(67
|
)
|
|
(53
|
)
|
|||
Withholding tax expense
|
—
|
|
|
(2,096
|
)
|
|
(8,847
|
)
|
|||
Net earnings
|
$
|
123,701
|
|
|
$
|
73,533
|
|
|
$
|
134,240
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In $ thousands)
|
||||||||||
Net earnings
|
$
|
123,701
|
|
|
$
|
73,533
|
|
|
$
|
134,240
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Pension and postretirement benefits
|
2,351
|
|
|
11,113
|
|
|
1,171
|
|
|||
Total other comprehensive income (loss), net of tax
|
2,351
|
|
|
11,113
|
|
|
1,171
|
|
|||
Total comprehensive income, net of tax
|
$
|
126,052
|
|
|
$
|
84,646
|
|
|
$
|
135,411
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In $ thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
18
|
|
|
$
|
12
|
|
Contributions receivable
|
7,079
|
|
|
4,101
|
|
||
Total current assets
|
7,097
|
|
|
4,113
|
|
||
|
|
|
|
||||
Investment in Ibn Sina
|
294,456
|
|
|
168,343
|
|
||
|
|
|
|
||||
Total assets
|
$
|
301,553
|
|
|
$
|
172,456
|
|
|
|
|
|
||||
Liabilities and Partners' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accrued liabilities
|
$
|
65
|
|
|
$
|
53
|
|
Dividends payable
|
7,079
|
|
|
4,101
|
|
||
Total current liabilities
|
7,144
|
|
|
4,154
|
|
||
|
|
|
|
||||
Partners' capital
|
294,409
|
|
|
168,302
|
|
||
|
|
|
|
||||
Total liabilities and partners' capital
|
$
|
301,553
|
|
|
$
|
172,456
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Limited
|
Total
|
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Limited
|
Total
|
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Limited
|
Total
|
||||||||||||||||||
|
(In $ thousands)
|
||||||||||||||||||||||||||||
Partners' Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the year
|
$
|
40,496
|
|
$
|
124,475
|
|
$
|
164,971
|
|
|
$
|
30,422
|
|
$
|
100,827
|
|
$
|
131,249
|
|
|
$
|
62,289
|
|
$
|
125,781
|
|
$
|
188,070
|
|
Net earnings
|
57,007
|
|
66,694
|
|
123,701
|
|
|
36,767
|
|
36,766
|
|
73,533
|
|
|
67,120
|
|
67,120
|
|
134,240
|
|
|||||||||
Net dividends
|
—
|
|
—
|
|
—
|
|
|
(26,693
|
)
|
(13,118
|
)
|
(39,811
|
)
|
|
(98,987
|
)
|
(92,074
|
)
|
(191,061
|
)
|
|||||||||
Contributions from partners
|
28
|
|
27
|
|
55
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Balance as of the end of the year
|
97,531
|
|
191,196
|
|
288,727
|
|
|
40,496
|
|
124,475
|
|
164,971
|
|
|
30,422
|
|
100,827
|
|
131,249
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the year
|
1,665
|
|
1,666
|
|
3,331
|
|
|
(3,891
|
)
|
(3,891
|
)
|
(7,782
|
)
|
|
(4,476
|
)
|
(4,477
|
)
|
(8,953
|
)
|
|||||||||
Pension and postretirement benefits
|
823
|
|
1,528
|
|
2,351
|
|
|
5,556
|
|
5,557
|
|
11,113
|
|
|
585
|
|
586
|
|
1,171
|
|
|||||||||
Balance as of the end of the year
|
2,488
|
|
3,194
|
|
5,682
|
|
|
1,665
|
|
1,666
|
|
3,331
|
|
|
(3,891
|
)
|
(3,891
|
)
|
(7,782
|
)
|
|||||||||
Total Partners' Capital
|
$
|
100,019
|
|
$
|
194,390
|
|
$
|
294,409
|
|
|
$
|
42,161
|
|
$
|
126,141
|
|
$
|
168,302
|
|
|
$
|
26,531
|
|
$
|
96,936
|
|
$
|
123,467
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In $ thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
123,701
|
|
|
$
|
73,533
|
|
|
$
|
134,240
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net earnings of Ibn Sina
|
(123,762
|
)
|
|
(75,696
|
)
|
|
(143,140
|
)
|
|||
Dividends received
|
—
|
|
|
41,917
|
|
|
176,939
|
|
|||
Accrued liabilities
|
12
|
|
|
5
|
|
|
3
|
|
|||
Net cash provided by operating activities
|
(49
|
)
|
|
39,759
|
|
|
168,042
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
—
|
|
|
(39,811
|
)
|
|
(191,061
|
)
|
|||
Contributions from partners
|
55
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
55
|
|
|
(39,811
|
)
|
|
(191,061
|
)
|
|||
Net change in cash
|
6
|
|
|
(52
|
)
|
|
(23,019
|
)
|
|||
Cash at beginning of year
|
12
|
|
|
64
|
|
|
23,083
|
|
|||
Cash at end of year
|
$
|
18
|
|
|
$
|
12
|
|
|
$
|
64
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In $ thousands)
|
||||||||||
Total Assets
|
$
|
1,292,770
|
|
|
$
|
880,660
|
|
|
$
|
738,011
|
|
Debt
|
373,874
|
|
|
379,222
|
|
|
269,495
|
|
|||
Total Liabilities
|
669,902
|
|
|
549,387
|
|
|
504,046
|
|
|||
Net Sales
|
783,382
|
|
|
581,274
|
|
|
763,110
|
|
|||
Operating Income
|
295,997
|
|
|
189,576
|
|
|
356,802
|
|
|||
Net Income
|
270,469
|
|
|
177,320
|
|
|
318,087
|
|
|
Pages
|
|
|
Independent Auditor’s Report
|
2
|
|
|
Statement of financial position
|
4
|
|
|
Statement of income
|
5
|
|
|
Statement of other comprehensive income
|
6
|
|
|
Statement of changes in equity
|
7
|
|
|
Statement of cash flows
|
8
|
|
|
Notes to the financial statements
|
9-48
|
|
|
|
Notes
|
|
December 31,
2017
|
|
December 31,
2016
|
|
January 1,
2016
|
|
|
|
|
|
(Note 6)
|
|
(Note 6)
|
Assets
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Property, plant and equipment
|
7
|
|
2,083,730
|
|
2,224,444
|
|
2,496,214
|
Intangible assets
|
8
|
|
77,664
|
|
24,868
|
|
26,520
|
Deferred tax asset
|
21
|
|
23,542
|
|
20,328
|
|
23,146
|
Other non-current assets
|
9
|
|
28,962
|
|
26,183
|
|
19,621
|
|
|
|
2,213,898
|
|
2,295,823
|
|
2,565,501
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Inventories
|
10
|
|
173,662
|
|
101,119
|
|
112,028
|
Trade and other receivables
|
11
|
|
334,923
|
|
268,086
|
|
230,763
|
Prepayments and other current assets
|
12
|
|
81,200
|
|
93,270
|
|
87,147
|
Cash and cash equivalents
|
13
|
|
1,099,885
|
|
283,070
|
|
114,903
|
|
|
|
1,689,670
|
|
745,545
|
|
544,841
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,903,568
|
|
3,041,368
|
|
3,110,342
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Share capital
|
14
|
|
558,000
|
|
558,000
|
|
558,000
|
Statutory reserve
|
15
|
|
279,000
|
|
279,000
|
|
279,000
|
Other reserves
|
15
|
|
7,114
|
|
11,417
|
|
-
|
Retained earnings / (accumulated losses)
|
|
|
557,944
|
|
(179,683)
|
|
176,262
|
Total equity
|
|
|
1,402,058
|
|
668,734
|
|
1,013,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Long-term borrowings
|
16
|
|
1,214,171
|
|
1,239,460
|
|
1,011,718
|
Employees benefits
|
17
|
|
196,010
|
|
170,917
|
|
181,006
|
Other non-current liabilities
|
18
|
|
361,008
|
|
330,487
|
|
298,699
|
|
|
|
1,771,189
|
|
1,740,864
|
|
1,491,423
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Current portion of long-term borrowings
|
16
|
|
187,858
|
|
187,632
|
|
173
|
Trade and other payables
|
19
|
|
211,438
|
|
153,280
|
|
117,909
|
Accrued and other current liabilities
|
20
|
|
266,731
|
|
281,012
|
|
459,110
|
Zakat and income tax payable
|
21
|
|
64,294
|
|
9,846
|
|
28,465
|
|
|
|
730,321
|
|
631,770
|
|
605,657
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,501,510
|
|
2,372,634
|
|
2,097,080
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
3,903,568
|
|
3,041,368
|
|
3,110,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
(Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
2,937,684
|
|
2,179,776
|
Cost of sales
|
22
|
|
(1,987,603)
|
|
(1,963,301)
|
Gross profit
|
|
|
950,081
|
|
216,475
|
|
|
|
|
|
|
General and administrative expenses
|
22
|
|
(107,317)
|
|
(107,702)
|
Selling and distribution expenses
|
|
|
(9,670)
|
|
(10,665)
|
Operating income
|
|
|
833,094
|
|
98,108
|
|
|
|
|
|
|
Financial income
|
22
|
|
18,900
|
|
3,624
|
Finance cost
|
22
|
|
(7,647)
|
|
(9,274)
|
Other income
|
|
|
6,643
|
|
3,383
|
Income before zakat and income tax
|
|
|
850,990
|
|
95,841
|
|
|
|
|
|
|
Zakat
|
21
|
|
(13,796)
|
|
(1,940)
|
Income tax
|
21
|
|
(99,567)
|
|
(80,111)
|
Net income for the year
|
|
|
737,627
|
|
13,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
(Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
|
|
737,627
|
|
13,790
|
Other comprehensive (loss) / income
|
|
|
|
|
|
Items that will not be reclassified to income
|
|
|
|
|
|
Re-measurement (loss)/gain on defined benefits obligations
|
|
|
(4,303)
|
|
11,417
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
733,324
|
|
25,207
|
|
Capital
|
Income before zakat/tax
|
Zakat/tax
|
Net income
|
Statutory reserve
|
Other reserves
(Note 15)
|
Retained earnings
|
||||||||||||
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
Total
|
Saudi
(SABIC)
portion
|
Foreign (CTE) portion
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2016
|
558,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
279,000
|
139,500
|
139,500
|
-
|
-
|
-
|
176,262
|
72,668
|
103,594
|
Income for the year
|
-
|
95,841
|
47,921
|
47,920
|
(82,051)
|
(1,940)
|
(80,111)
|
13,790
|
45,981
|
(32,191)
|
-
|
-
|
-
|
-
|
-
|
-
|
13,790
|
45,981
|
(32,191)
|
Zakat/tax with-held
|
-
|
-
|
-
|
-
|
77,069
|
10,855
|
66,214
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
77,069
|
10,855
|
66,214
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(446,804)
|
(223,402)
|
(223,402)
|
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,417
|
5,708
|
5,709
|
-
|
-
|
-
|
At December 31, 2016
|
558,000
|
95,841
|
47,921
|
47,920
|
(4,982)
|
8,915
|
(13,897)
|
13,790
|
45,981
|
(32,191)
|
279,000
|
139,500
|
139,500
|
11,417
|
5,708
|
5,709
|
(179,683)
|
(93,898)
|
(85,785)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2017
|
558,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
279,000
|
139,500
|
139,500
|
11,417
|
5,708
|
5,709
|
(179,683)
|
(93,898)
|
(85,785)
|
Income for the year
|
-
|
850,990
|
425,495
|
425,495
|
(113,363)
|
(13,796)
|
(99,567)
|
737,627
|
411,699
|
325,928
|
-
|
-
|
-
|
-
|
-
|
-
|
737,627
|
411,699
|
325,928
|
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,303)
|
(2,151)
|
(2,152)
|
-
|
-
|
-
|
At December 31, 2017
|
558,000
|
850,990
|
425,495
|
425,495
|
(113,363)
|
(13,796)
|
(99,567)
|
737,627
|
411,699
|
325,928
|
279,000
|
139,500
|
139,500
|
7,114
|
3,557
|
3,557
|
557,944
|
317,801
|
240,143
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
(Note 6)
|
Cash flows from operating activities
|
|
|
|
Income before zakat and tax
|
850,990
|
|
95,841
|
Adjustment to reconcile profit to net cash provided by operating activities:
|
|
|
|
Provision for slow moving and obsolete inventory items
|
2,028
|
|
2,354
|
Depreciation of property, plant and equipment
|
123,772
|
|
115,279
|
Amortization of intangible assets
|
4,487
|
|
4,277
|
Impairment of property, plant and equipment
|
274,249
|
|
669,007
|
Employees benefit expense
|
26,180
|
|
27,082
|
Finance income
|
(18,900)
|
|
(3,624)
|
Finance cost
|
7,647
|
|
9,274
|
Embedded finance lease and amortization of transaction cost
|
(92)
|
|
1,947
|
|
1,270,361
|
|
921,437
|
Changes in operating assets and liabilities
|
|
|
|
Other non-current assets
|
6,117
|
|
2,929
|
Inventories
|
(74,571)
|
|
8,555
|
Trade and other receivables
|
(66,837)
|
|
(37,323)
|
Prepayments and other current assets
|
12,070
|
|
(4,237)
|
Other non-current liabilities
|
30,521
|
|
31,788
|
Trade and other payables
|
58,158
|
|
35,371
|
Accrued and other liabilities
|
(14,281)
|
|
(178,098)
|
Cash generated from operations
|
1,221,538
|
|
780,422
|
Finance cost paid
|
(7,647)
|
|
(9,274)
|
Employees benefit paid
|
(5,390)
|
|
(25,754)
|
Zakat and income tax paid
|
(60,148)
|
|
(99,833)
|
Net cash generated from operating activities
|
1,148,353
|
|
645,561
|
|
|
|
|
Cash flows from investing activities
:
|
|
|
|
Purchase of property, plant and equipment
|
(266,203)
|
|
(518,908)
|
Purchase of
intangible assets
|
(57,283)
|
|
(2,625)
|
Mark-up received
|
18,900
|
|
3,624
|
Net cash used in investing activities
|
(304,586)
|
|
(517,909)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Proceeds from long-term loans
|
162,750
|
|
410,250
|
Repayment of long-term loans
|
(189,702)
|
|
-
|
Dividends paid
|
-
|
|
(369,735)
|
Net cash (used in) / generated from financing activities
|
(26,952)
|
|
40,515
|
|
|
|
|
Net increase in cash and cash equivalents
|
816,815
|
|
168,167
|
Cash and cash equivalents at the beginning of the period
|
283,070
|
|
114,903
|
Cash and cash equivalents at the end of the period
|
1,099,885
|
|
283,070
|
•
|
IAS 17 – ‘Leases’
|
•
|
IFRIC 4 – ‘Whether an arrangement contains a lease’
|
•
|
SIC 15 – ‘Operating leases – Incentives’
|
•
|
SIC 27 – ‘Evaluating the substance of transactions involving the legal form of a lease’
|
•
|
Whether an entity considers uncertain tax treatments separately
|
•
|
The assumptions an entity makes about the examination of tax treatments by taxation authorities
|
•
|
How an entity determines taxable results, tax bases, unused tax losses, unused tax credits and tax rates
|
•
|
How an entity considers changes in facts and circumstances.
|
•
|
Expected to be realized or intended to be sold or consumed in normal operating cycle
|
•
|
Held primarily for the purpose of trading
|
•
|
Expected to be realized within twelve months after the reporting year, or
|
•
|
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting year.
|
•
|
It is expected to be settled in normal operating cycle
|
•
|
It is held primarily for the purpose of trading
|
•
|
It is due to be settled within twelve months after the reporting year, or
|
•
|
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting year
|
•
|
it is technically feasible to complete the software so that it will be available for use
|
•
|
management intends to complete the software and use or sell it
|
•
|
there is an ability to use or sell the software
|
•
|
it can be demonstrated how the software will generate probable future economic benefits
|
•
|
adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
|
•
|
the expenditure attributable to the software during its development can be reliably measured.
|
•
|
The rights to receive cash flows from the asset have expired, or
|
•
|
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
|
•
|
Financial liabilities at fair value through profit or loss
|
•
|
Other financial liabilities measured at amortized cost using the effective interest rate method
|
•
|
Designated: A financial liability that is designated by the entity as a liability at fair value through profit or loss upon initial recognition
|
•
|
Held for trading: A financial liability classified as held for trading, such as an obligation for securities borrowed in a short sale, which have to be returned in the future. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
|
•
|
Stand-by equipment items acquired together with the plant/production line or purchased subsequently but related to a particular plant or production line and will rarely be required are critical to plant operation and must be available at stand-by at all times. These do not form part of inventory provided capitalization criteria under property, plant and equipment is met.
|
•
|
Repairable items that are plant/production line specific with long lead times and will be replaced and refurbished frequently (mostly during turnarounds). Depreciation is started from day of installation of these items in the plant, and the depreciation year is the shorter of the useful life of the component and the remaining useful life of the plant and equipment in which it is installed. These do not form part of inventory.
|
•
|
General capital spares and other consumables items which are not of a critical nature and are of a general nature, i.e., not plant specific and can be used in multiple plants or production lines and any other items which may be required at any time for facilitating plant operations. They are generally classified as ‘consumables and spare parts’ under inventory, unless they exceed the threshold and have a useful life of more than one year, under which case they are recorded under property, plant and equipment. Items recorded under inventory are subject to assessment for obsolescence provision and are charged to the statement of income upon their installation or use. Where such items meet criteria for capitalization, their depreciation method is similar to repairable items as noted above.
|
•
|
In the principal market for the asset or liability, or
|
•
|
In the absence of a principal market, in the most advantageous market for the asset or liability
|
•
|
·Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
|
•
|
·Level 2 —Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
|
•
|
·Level 3 —Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
|
|
Note
|
Share capital
|
Statutory reserve
|
Other reserves
|
Retained earnings
|
Total
|
|
|
|
|
|
|
|
Balance as per SOCPA GAAP
|
|
558,000
|
279,000
|
-
|
559,906
|
1,396,906
|
|
|
|
|
|
|
|
IFRS adoption adjustments
|
|
|
|
|
|
|
- Actuarial valuations of employees benefit
|
A
|
-
|
-
|
11,417
|
(63,367)
|
(51,950)
|
- Deferred tax
|
B
|
-
|
-
|
-
|
20,328
|
20,328
|
- Impairment of property, plant and equipment
|
C
|
-
|
-
|
-
|
(669,007)
|
(669,007)
|
- Impact due to componentization of property, plant and equipment
|
C
|
-
|
-
|
-
|
38,509
|
38,509
|
- Impact of property, plant and equipment expensed out
|
C
|
-
|
-
|
-
|
(45,581)
|
(45,581)
|
- Others, net
|
D, E, F
|
-
|
-
|
-
|
(20,471)
|
(20,471)
|
Total adjustment to equity
|
|
-
|
-
|
11,417
|
(739,589)
|
(728,172)
|
|
|
|
|
|
|
|
Balance as per IFRS as endorsed in KSA
|
|
558,000
|
279,000
|
11,417
|
(179,683)
|
668,734
|
|
Note
|
Share capital
|
Statutory reserve
|
Other reserves
|
Retained earnings
|
Total
|
|
|
|
|
|
|
|
Balance as per SOCPA GAAP
|
|
558,000
|
279,000
|
-
|
223,056
|
1,060,056
|
|
|
|
|
|
|
|
IFRS adoption adjustments
|
|
|
|
|
|
|
- Actuarial valuations of employees benefit
|
A
|
-
|
-
|
-
|
(56,397)
|
(56,397)
|
- Deferred tax
|
B
|
-
|
-
|
-
|
23,146
|
23,146
|
- Impact due to componentization of property, plant and equipment
|
C
|
-
|
-
|
-
|
46,912
|
46,912
|
- Impact of property, plant and equipment expensed out
|
C
|
-
|
-
|
-
|
(42,843)
|
(42,843)
|
- Others, net
|
D, E, F
|
-
|
-
|
-
|
(17,612)
|
(17,612)
|
Total adjustment to equity
|
|
-
|
-
|
-
|
(46,794)
|
(46,794)
|
|
|
|
|
|
|
|
Balance as per IFRS as endorsed in KSA
|
|
558,000
|
279,000
|
-
|
176,262
|
1,013,262
|
|
Note
|
|
For the year ended 31 December 2016
|
|
|
|
|
Net income under SOCPA GAAP
|
|
|
785,818
|
|
|
|
|
IFRS adoption adjustments
|
|
|
|
-Actuarial valuations of employee benefits
|
A
|
|
(6,970)
|
-Recognition of deferred tax asset
|
B
|
|
(2,818)
|
-Impairment of property, plant and equipment
|
C
|
|
(669,007)
|
-Componentization of property, plant and equipment
|
C
|
|
(8,403)
|
-Property, plant and equipment expensed out
|
C
|
|
(2,738)
|
-Reclassification of zakat and income tax to income statement
|
H
|
|
(79,233)
|
-Others, net
|
D, E, F
|
|
(2,859)
|
Total adjustment to income statement
|
|
|
(772,028)
|
|
|
|
|
Net income under IFRS as endorsed in KSA
|
|
|
13,790
|
|
|
SOCPA GAAP for the year ended 31 December 2016
|
|
IFRS as endorsed in KSA for the year ended 31 December 2016
|
|
Difference
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
616,111
|
|
645,561
|
|
29,450
|
Net cash used in investing activities
|
|
(487,189)
|
|
(517,909)
|
|
(30,720)
|
Net cash from in financing activities
|
|
40,515
|
|
40,515
|
|
-
|
(i)
|
Under IFRS, end of service benefits (“EOSB”) and post-employment medical benefits are required to be calculated using actuarial assumptions. Historically, the Company has calculated these obligations based on the current provision. This change resulted in an increase in the EOSB and post-employment medical benefits liability balances on the transition date and the closing date December 31, 2016 and a decrease in retained earnings and income for the year ended December 31, 2016.
|
(ii)
|
Under IFRS, accumulated paid absences are those that are carried forward and can be used in future years if the current year’s entitlement is not used in full. The obligation arising in respect of these accumulating absences is required to be recognized under IFRS irrespective of whether the absences are vesting or non-vesting. This change has resulted in an increase in accrual for vacation pay and a decrease in retained earnings and income for the year ended December 31, 2016 respectively.
|
(iii)
|
Under IFRS, the Company's continuous service award meets the criteria of other long term employees’ benefit and the obligation with respect to the entitlement of employees is required to be recognized using actuarial assumptions.
|
(iv)
|
Under IFRS, accruals are required for annual short-term employee benefits. These include education expenses paid or reimbursed for employee's dependents and airfare allowances for employees' travel to home countries. This change has resulted in an increase in accruals, increase in prepayments and a net impact on the retained earnings. Historically, these expenses were recognized when they were paid or reimbursed.
|
(i)
|
Under IFRS, contractual license obtained to produce specific product is typically considered as an identifiable intangible asset. Historically, these have been capitalized as part of the related property, plant and equipment and assets under construction. This change has resulted in an increase in intangible assets and a decrease in the property plant and equipment.
|
(ii)
|
Under IFRS, an arrangement that comprises a transaction or a series of related transactions, that does not take the legal form of a lease but conveys a right to use an asset in return for a payment or series of payments qualifies for recognition as a finance lease. Certain lease arrangements within the Company quality for recognition as finance leases under IFRS. This resulted in an increase in finance lease payables, an increase in related property, plant and equipment and a decrease in retained earnings.
|
(iii)
|
Under IFRS, property, plant and equipment needs to be componentized and their useful lives separately identified. Historically, there was no such requirement. Accordingly, an assessment was made by the Company which resulted in adjusted accumulated depreciation and retained earnings on the IFRS transition date reflecting the change in classification and useful lives.
|
(iv)
|
Under IFRS, vehicles that are exclusively used by employees and eventually owned by them needs to be classified as a prepaid employee benefit. This resulted in a decrease in property, plant and equipment and an increase in other assets.
|
(v)
|
Under IFRS, for joint operated production arrangements, the Company that controls and manages all the relevant activities related to the assets recognizes the full amount of the asset at cost in its books. Previously, these were recognized at the proportion of funds provided by the Company. This resulted in an increase in property, plant and equipment and an increase in production advance liability (other long-term liabilities).
|
(i)
|
Under IFRS, costs which are not directly related to the production of inventories are not capitalized in the inventory costing and instead are expensed. On the transition date, this change has resulted a decrease in inventories and a decrease in retained earnings at the transition date.
|
(ii)
|
Under IFRS, inventory that is lent or borrowed does not form part of the inventory balance and has to be recognized as a receivable or payable depending upon the swap arrangement. The adjustment resulted in net decrease in inventory and recognition of receivable and payable.
|
|
For the year ended 31 December 2017
|
||||||
|
Buildings
|
Plant and equipment
|
Furniture and fixtures
|
Vehicles
|
Assets under finance lease
|
Assets under construction
|
Total
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
At the beginning of the year
|
319,658
|
3,379,733
|
53,297
|
14,589
|
6,599
|
2,260,233
|
6,034,109
|
Additions
|
1,177
|
17,421
|
572
|
3,401
|
-
|
243,632
|
266,203
|
Transfers
|
11,487
|
90,690
|
85
|
75
|
-
|
(102,337)
|
-
|
Transferred to other non-current assets
|
-
|
-
|
-
|
-
|
-
|
(8,896)
|
(8,896)
|
At the end of the year
|
332,322
|
3,487,844
|
53,954
|
18,065
|
6,599
|
2,392,632
|
6,291,416
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
:
|
|
|
|
|
|
|
|
At the beginning of the year
|
280,764
|
2,797,603
|
46,672
|
14,152
|
1,467
|
669,007
|
3,809,665
|
Depreciation
|
4,119
|
117,311
|
1,478
|
382
|
482
|
-
|
123,772
|
Impairment (note 7.2)
|
-
|
-
|
-
|
-
|
-
|
274,249
|
274,249
|
At the end of the year
|
284,883
|
2,914,914
|
48,150
|
14,534
|
1,949
|
943,256
|
4,207,686
|
|
|
|
|
|
|
|
|
Net book value:
|
|
|
|
|
|
|
|
As at December 31, 2017
|
47,439
|
572,930
|
5,804
|
3,531
|
4,650
|
1,449,376
|
2,083,730
|
|
|
|
|
|
|
|
|
As at December 31, 2016
|
38,894
|
582,130
|
6,625
|
437
|
5,132
|
1,591,226
|
2,224,444
|
|
For the year ended 31 December 2016
|
||||||
|
Buildings
|
Plant and equipment
|
Furniture and fixtures
|
Vehicles
|
Assets under finance lease
|
Assets under construction
|
Total
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
At the beginning of the year
|
316,953
|
3,216,129
|
53,025
|
14,179
|
3,500
|
1,917,807
|
5,521,593
|
Additions
|
1,412
|
112,937
|
272
|
410
|
3,099
|
403,877
|
522,007
|
Transfers
|
1,293
|
50,667
|
-
|
-
|
-
|
(51,960)
|
-
|
Transferred to other non-current assets
|
-
|
-
|
-
|
-
|
-
|
(9,491)
|
(9,491)
|
At the end of the year
|
319,658
|
3,379,733
|
53,297
|
14,589
|
6,599
|
2,260,233
|
6,034,109
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
:
|
|
|
|
|
|
|
|
At the beginning of the year
|
277,164
|
2,688,426
|
45,198
|
13,514
|
1,077
|
-
|
3,025,379
|
Depreciation
|
3,600
|
109,177
|
1,474
|
638
|
390
|
-
|
115,279
|
Impairment (note 7.2)
|
-
|
-
|
-
|
-
|
-
|
669,007
|
669,007
|
At the end of the year
|
280,764
|
2,797,603
|
46,672
|
14,152
|
1,467
|
669,007
|
3,809,665
|
|
|
|
|
|
|
|
|
Net book value:
|
|
|
|
|
|
|
|
As at December 31, 2016
|
38,894
|
582,130
|
6,625
|
437
|
5,132
|
1,591,226
|
2,224,444
|
|
|
|
|
|
|
|
|
As at January 1, 2016
|
39,789
|
527,703
|
7,827
|
665
|
2,423
|
1,917,807
|
2,496,214
|
|
Note
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
Depreciation
|
|
116,163
|
|
108,355
|
Impairment
|
7.2
|
274,249
|
|
669,007
|
General and administrative expenses
|
|
7,609
|
|
6,924
|
Total
|
|
398,021
|
|
784,286
|
|
For the year ended December 31, 2017
|
||
|
Software
|
Under development
|
Total
|
|
|
|
|
Cost:
|
|
|
|
At the beginning of the year
|
38,174
|
14,475
|
52,649
|
Additions
|
1,821
|
55,462
|
57,283
|
At the end of the year
|
39,995
|
69,937
|
109,932
|
|
|
|
|
Accumulated amortization:
|
|
|
|
At the beginning of the year
|
27,781
|
-
|
27,781
|
Charge for the year
|
4,487
|
-
|
4,487
|
At the end of the year
|
32,268
|
-
|
32,268
|
|
|
|
|
Net book value:
|
|
|
|
As at December 31, 2017
|
7,727
|
69,937
|
77,664
|
|
|
|
|
As at December 31, 2016
|
10,393
|
14,475
|
24,868
|
|
For the year ended December 31, 2016
|
||
|
Software
|
Under development
|
Total
|
|
|
|
|
Cost:
|
|
|
|
At the beginning of the year
|
35,549
|
14,475
|
50,024
|
Additions
|
2,625
|
-
|
2,625
|
At the end of the year
|
38,174
|
14,475
|
52,649
|
|
|
|
|
Accumulated amortization:
|
|
|
|
At the beginning of the year
|
23,504
|
-
|
23,504
|
Charge for the year
|
4,277
|
-
|
4,277
|
At the end of the year
|
27,781
|
-
|
27,781
|
|
|
|
|
Net book value:
|
|
|
|
As at December 31, 2016
|
10,393
|
14,475
|
24,868
|
|
|
|
|
As at January 1, 2016
|
12,045
|
14,475
|
26,520
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
|
|
|
|
|
|
Finished goods
|
121,396
|
|
65,583
|
|
70,705
|
Raw materials
|
4,651
|
|
1,754
|
|
1,525
|
Spare parts
|
68,847
|
|
51,326
|
|
56,414
|
Goods in transit
|
2,702
|
|
4,362
|
|
2,936
|
|
197,596
|
|
123,025
|
|
131,580
|
|
|
|
|
|
|
Less: Provision for slow moving and obsolete items
|
(23,934)
|
|
(21,906)
|
|
(19,552)
|
|
173,662
|
|
101,119
|
|
112,028
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
Balance as at January 1
|
21,906
|
|
19,552
|
Charge for the year
|
2,028
|
|
2,354
|
Balance as at December 31
|
23,934
|
|
21,906
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
|
|
|
|
|
|
Receivables from related parties
|
334,923
|
|
265,590
|
|
230,698
|
Others
|
-
|
|
2,496
|
|
65
|
|
|
|
|
|
|
|
334,923
|
|
268,086
|
|
230,763
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
Related parties (note 26)
|
50,842
|
|
62,184
|
|
64,726
|
Prepaid expenses
|
26,105
|
|
26,820
|
|
20,846
|
Taxes refundable
|
-
|
|
1,886
|
|
-
|
Others
|
4,253
|
|
2,380
|
|
1,575
|
|
81,200
|
|
93,270
|
|
87,147
|
|
Note
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1,
2016
|
Time deposits
|
|
|
|
|
|
|
- With related party
|
13.1
|
986,250
|
|
-
|
|
-
|
- With banks
|
|
-
|
|
221,250
|
|
-
|
Bank balances
|
|
113,635
|
|
61,820
|
|
114,903
|
|
13.2
|
1,099,885
|
|
283,070
|
|
114,903
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
SAR
|
31,382
|
|
37,699
|
|
32,981
|
USD
|
1,068,503
|
|
245,371
|
|
81,922
|
|
1,099,885
|
|
283,070
|
|
114,903
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
|
|
|
|
|
|
Authorized number of shares
|
7,420
|
|
7,420
|
|
7,420
|
Ordinary shares capital of SR 100,000 each (000)
|
742,000
|
|
742,000
|
|
742,000
|
|
|
|
|
|
|
Ordinary shares capital issued and fully paid (000)
|
558,000
|
|
558,000
|
|
558,000
|
|
|
Actuarial gain/loss reserve
|
||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
At January 1
|
|
11,417
|
|
-
|
|
-
|
Other comprehensive income for the year
|
|
(4,303)
|
|
11,417
|
|
-
|
At December 31
|
|
7,114
|
|
11,417
|
|
-
|
|
Note
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
Commercial loans
|
16.1 & 16.2
|
1,396,392
|
|
1,421,246
|
|
1,008,962
|
Embedded finance leases
|
|
5,637
|
|
5,846
|
|
2,929
|
Total loans
|
|
1,402,029
|
|
1,427,092
|
|
1,011,891
|
|
|
|
|
|
|
|
Less: current portion:
|
|
|
|
|
|
|
Commercial loans
|
16.1 & 16.2
|
(187,627)
|
|
(187,423)
|
|
-
|
Embedded finance leases
|
|
(231)
|
|
(209)
|
|
(173)
|
|
|
(187,858)
|
|
(187,632)
|
|
(173)
|
Long-term portion
|
|
|
|
|
|
|
Commercial loans
|
16.1 & 16.2
|
1,208,765
|
|
1,233,823
|
|
1,008,962
|
Embedded finance leases
|
|
5,406
|
|
5,637
|
|
2,756
|
|
|
1,214,171
|
|
1,239,460
|
|
1,011,718
|
|
|
December 31, 2017
|
|
December 31, 2016
|
-2017
|
|
-
|
|
187,423
|
-2018
|
|
187,627
|
|
187,423
|
-2019
|
|
187,627
|
|
187,423
|
-2020
|
|
187,627
|
|
187,423
|
Thereafter
|
|
833,511
|
|
671,554
|
|
|
1,396,392
|
|
1,421,246
|
|
Note
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
Defined benefits obligations
|
|
|
|
|
|
|
Employee end of service benefits
|
17.1
|
180,400
|
|
161,069
|
|
171,675
|
Post-retirement medical benefits
|
17.1
|
8,594
|
|
3,812
|
|
3,944
|
|
|
188,994
|
|
164,881
|
|
175,619
|
Other long-term employee benefits
|
|
|
|
|
|
|
Continuous service awards
|
17.1
|
1,497
|
|
1,218
|
|
1,077
|
Other benefits (saving plan)
|
|
5,519
|
|
4,818
|
|
4,310
|
|
|
196,010
|
|
170,917
|
|
181,006
|
17.1
|
Measurement of end of service and other employees benefit obligations:
|
|
|
For the year ended December 31, 2017
|
||||
|
|
End of Service Benefit Plan
|
|
Post-retirement medical benefits
|
|
Continues Service Awards
|
|
|
|
|
|
|
|
As at January 1
|
|
161,069
|
|
3,812
|
|
1,218
|
|
|
|
|
|
|
|
Charge recognized to income for the year
|
|
|
|
|
|
|
Current service cost
|
|
18,164
|
|
473
|
|
184
|
Interest cost
|
|
6,255
|
|
141
|
|
43
|
|
|
|
|
|
|
|
Charge recognized in other comprehensive income
|
|
|
|
|
|
|
Effect of change in financial assumptions
|
|
(1,763)
|
|
494
|
|
32
|
Effect of experience adjustments
|
|
1,775
|
|
3,807
|
|
(42)
|
|
|
|
|
|
|
|
Adjustments during the year
|
|
50
|
|
(44)
|
|
213
|
Payments during the year
|
|
(5,150)
|
|
(89)
|
|
(151)
|
As at December 31
|
|
180,400
|
|
8,594
|
|
1,497
|
|
|
For the year ended December 31, 2016
|
||||
|
|
End of Service Benefit Plan
|
|
Post-retirement medical benefits
|
|
Continues Service Awards
|
|
|
|
|
|
|
|
As at January 1
|
|
171,675
|
|
3,944
|
|
1077
|
|
|
|
|
|
|
|
Charge recognized to income for the year
|
|
|
|
|
|
|
Current service cost
|
|
18,329
|
|
412
|
|
153
|
Interest cost
|
|
6,729
|
|
136
|
|
41
|
|
|
|
|
|
|
|
Charge recognized in other comprehensive income
|
|
|
|
|
|
|
Effect of change in financial assumptions
|
|
1,764
|
|
217
|
|
-
|
Effect of experience adjustments
|
|
(12,764)
|
|
(634)
|
|
-
|
|
|
|
|
|
|
|
Adjustments during the year
|
|
774
|
|
(30)
|
|
30
|
Payments during the year
|
|
(25,438)
|
|
(233)
|
|
(83)
|
As at December 31
|
|
161,069
|
|
3,812
|
|
1,218
|
|
|
End of Service Benefit Plan
|
|
Post-retirement medical benefits
|
|
Continues Service Awards
|
2017:
|
|
|
|
|
|
|
Discount rate per annum
|
|
3.6%
|
|
3.6%
|
|
3.6%
|
Salary increase rate per annum
|
|
|
|
|
|
|
- Executive
|
|
5%
|
|
-
|
|
-
|
- Non-Executive
|
|
6.5%
|
|
-
|
|
-
|
|
|
|
|
|
|
|
2016:
|
|
|
|
|
|
|
Discount rate per annum
|
|
4%
|
|
4%
|
|
4%
|
Salary increase rate per annum
|
|
|
|
|
|
|
- Executive
|
|
5%
|
|
-
|
|
-
|
- Non-Executive
|
|
7%
|
|
-
|
|
-
|
|
|
End of Service Benefit Plan
|
|
Post-retirement medical benefits
|
|
Continues Service Awards
|
2017:
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
|
|
Increase by 25 basis points
|
|
170,091
|
|
8,085
|
|
1,235
|
Decrease by 25 basis points
|
|
179,968
|
|
8,726
|
|
1,276
|
Salary increase rate:
|
|
|
|
|
|
|
Increase by 25 basis points
|
|
179,895
|
|
8,397
|
|
1,255
|
Decrease by 25 basis points
|
|
170,134
|
|
8,397
|
|
1,255
|
|
|
|
|
|
|
|
2016:
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
|
|
Increase by 25 basis points
|
|
156,131
|
|
3,667
|
|
1,200
|
Decrease by 25 basis points
|
|
165,110
|
|
3,964
|
|
1,236
|
Salary increase rate:
|
|
|
|
|
|
|
Increase by 25 basis points
|
|
164,970
|
|
3,812
|
|
1,218
|
Decrease by 25 basis points
|
|
156,239
|
|
3,812
|
|
1,218
|
|
|
|
|
Less than an year
|
Between 1-2 years
|
Between 2-5 years
|
Over 5 years
|
Total
|
2017:
|
|
|
|
|
|
|
|
|
End of service benefits
|
11,249
|
8,705
|
32,242
|
70,830
|
123,026
|
|||
Post-retirement medical benefits
|
383
|
391
|
657
|
1,552
|
2,983
|
|||
Service award
|
119
|
120
|
309
|
1,552
|
2,100
|
|||
|
|
|
|
|
|
|
|
|
2016:
|
|
|
|
|
|
|
|
|
End of service benefits
|
|
|
7,752
|
11,029
|
30,047
|
68,787
|
117,615
|
|
Post-retirement medical benefits
|
119
|
120
|
309
|
678
|
1,226
|
|||
Service award
|
217
|
171
|
397
|
826
|
1,611
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
Production advances
|
|
|
|
|
|
|
Related parties
|
|
355,817
|
|
330,487
|
|
298,699
|
Third party
|
|
5,191
|
|
-
|
|
-
|
|
|
361,008
|
|
330,487
|
|
298,699
|
|
Note
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
213,703
|
|
185,891
|
|
413,044
|
Accruals for related parties
|
26
|
27,422
|
|
68,111
|
|
18,853
|
Employees related liabilities
|
|
24,815
|
|
20,105
|
|
16,919
|
Mark-up payable
|
|
210
|
|
6,532
|
|
-
|
Others
|
|
581
|
|
373
|
|
10,294
|
|
|
266,731
|
|
281,012
|
|
459,110
|
|
|
For the year ended December 31, 2017
|
|
|
|
Non-current assets
|
|
2,213,898
|
Spare parts and supplies
|
|
68,847
|
Non-current liabilities
|
|
1,771,189
|
Opening shareholders’ equity
|
|
668,734
|
Net income before zakat
|
|
850,990
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
At beginning of the year
|
|
9,751
|
|
18,667
|
Charged during the year
|
|
16,328
|
|
9,197
|
Excess provision for the prior years – net
|
|
(2,532)
|
|
(7,257)
|
Paid during the year
|
|
(7,219)
|
|
(10,856)
|
At end of the year
|
|
16,328
|
|
9,751
|
A.
|
The major components of income tax in the statement of profit and loss can be broken down as follows for the year ended 31 December:
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
Current income tax
|
|
|
|
|
Current year
|
|
105,137
|
|
78,583
|
Adjustments in respect of current income tax of previous year
|
|
(2,356)
|
|
(1,290)
|
|
|
|
|
|
Deferred income tax
|
|
|
|
|
(Decrease) / increase in deferred tax assets
|
|
(3,214)
|
|
2,818
|
|
|
|
|
|
Total income tax expense reported in the statement of profit and loss
|
|
99,567
|
|
80,111
|
B.
|
The movement in current income tax provision
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
At beginning of the year
|
|
(1,886)
|
|
9,798
|
Charged during the year
|
|
105,137
|
|
78,583
|
Excess provision for the prior years – net
|
|
(2,356)
|
|
(1,290)
|
Paid during the year
|
|
(52,929)
|
|
(88,977)
|
At end of the year
|
|
47,966
|
|
(1,886)
|
C.
|
The numerical tax charge reconciliation of income tax expense derived from the accounting profit is presented as follows:
|
|
|
For the year ended December 31, 2017
|
|
|
|
|
|
Profit before income tax
|
|
850,990
|
|
|
|
|
|
Adjustments for amounts which are not deductible / (taxable) in calculating taxable income
|
|
|
|
Net difference in depreciation and amortization charge
|
|
173,260
|
|
Reversal of provisions for employee benefits
|
|
25,093
|
|
Reversal of allowance for inventory obsolescence
|
|
2,028
|
|
|
|
|
|
Net taxable profit
|
|
1,051,371
|
|
|
|
|
|
Income tax as per tax rate
|
|
20
|
%
|
Shareholding percentage
|
|
50
|
%
|
|
|
|
|
Income tax charge for the year
|
|
105,137
|
|
D.
|
Components of deferred tax are as follows:
|
|
|
December 31, 2017
|
|
December 31, 2016
|
Difference in accounting and tax base of:
|
|
|
|
|
Tangible assets
|
|
944
|
|
491
|
Employees benefits
|
|
19,601
|
|
17,647
|
Provisions
|
|
2,997
|
|
2,190
|
|
|
23,542
|
|
20,328
|
|
Note
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
Raw materials, consumables and change in finished products
|
|
1,398,009
|
|
986,985
|
Employees costs
|
|
104,921
|
|
103,653
|
Depreciation
|
7.1
|
116,163
|
|
108,355
|
Impairment
|
7.1
|
274,249
|
|
669,007
|
Others
|
|
94,261
|
|
95,301
|
|
|
1,987,603
|
|
1,963,301
|
|
Note
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
Employees related costs
|
|
36,591
|
|
35,944
|
Shared Services Charges
|
|
22,978
|
|
22,768
|
Depreciation and amortization
|
7.1 & 8
|
12,096
|
|
6,924
|
General services
|
|
10,937
|
|
11,481
|
Training and development
|
|
9,854
|
|
5,564
|
Research and technology cost
|
|
9,141
|
|
6,528
|
Others
|
|
5,720
|
|
18,493
|
|
|
107,317
|
|
107,702
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
On time deposits and advance with a related party
|
|
18,772
|
|
3,279
|
On time deposits with banks
|
|
128
|
|
345
|
|
|
18,900
|
|
3,624
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
On defined benefit plans
|
|
6,244
|
|
6,906
|
On embedded finance leases
|
|
1,031
|
|
710
|
On loans and borrowings
|
|
372
|
|
1,658
|
|
|
7,647
|
|
9,274
|
|
|
As at December 31
|
||||
Financial assets
|
Total
|
Loans and receivables
|
Held to maturity
|
Assets at fair value through the profit and loss
|
Derivatives used for hedging
|
Available for sale
|
|
|
|
|
|
|
|
2017:
|
|
|
|
|
|
|
Trade and other receivable
|
334,923
|
334,923
|
-
|
-
|
-
|
-
|
Cash and cash equivalents – Non-conventional
|
1,099,885
|
1,099,885
|
-
|
-
|
-
|
-
|
|
1,434,808
|
1,434,808
|
-
|
-
|
-
|
-
|
2016:
|
|
|
|
|
|
|
Trade and other receivables
|
268,086
|
268,086
|
-
|
-
|
-
|
-
|
Cash and cash equivalents – Non-conventional
|
283,070
|
283,070
|
-
|
-
|
-
|
-
|
|
551,156
|
551,156
|
-
|
-
|
-
|
-
|
Financial Liabilities
|
|
As at December 31
|
|
|
Total
|
Liabilities at amortized cost
|
|
|
|
|
|
2017:
|
|
|
|
Loans and borrowings – non-conventional
|
|
1,402,029
|
1,402,029
|
Trade and other payables
|
|
211,438
|
211,438
|
|
|
1,613,467
|
1,613,467
|
|
|
|
|
2016:
|
|
|
|
Loans and borrowings – non-conventional
|
|
1,427,092
|
1,427,092
|
Trade and other payables
|
|
153,280
|
153,280
|
|
|
1,580,372
|
1,580,372
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
Cash and cash equivalents – non-conventional
|
|
|
|
|
Current Murabaha (including fixed term deposits) – with related party
|
|
986,250
|
|
|
Current Murabaha (including fixed term deposits) – with banks
|
|
-
|
|
221,250
|
Current accounts (excluding fixed term deposits)
|
|
113,635
|
|
61,820
|
|
|
1,099,885
|
|
283,070
|
|
|
|
|
|
Borrowings
|
|
|
|
|
Embedded finance leases – conventional
|
|
5,637
|
|
5,846
|
Murabaha facilities - non-conventional
|
|
1,396,392
|
|
1,421,246
|
|
|
1,402,029
|
|
1,427,092
|
|
|
|
|
|
Borrowing cost capitalized – non-conventional
|
|
|
|
|
Murabaha facilities
|
|
43,325
|
|
38,617
|
|
|
|
|
|
Financial income – non-conventional
|
|
|
|
|
Murabaha with related parties (time deposits and advances)
|
|
18,772
|
|
3,279
|
Murabaha with banks (time deposits)
|
|
128
|
|
345
|
|
|
18,900
|
|
3,624
|
Finance cost -
conventional
|
|
|
|
|
Interest expenses related to defined benefit plans
|
|
6,244
|
|
6,906
|
Interest expenses on embedded finance leases
|
|
1,031
|
|
710
|
|
|
7,275
|
|
7,616
|
|
|
|
|
|
Murabaha facilities (non-conventional)
|
|
372
|
|
1,658
|
|
|
7,647
|
|
9,274
|
|
Transactions during the year
|
|||
|
Sales, services to related parties
|
Purchases from related parties
|
Financial income from a related party
|
Dividends
|
|
|
|
|
|
2017:
|
|
|
|
|
SABIC and its affiliates
|
3,059,730
|
504,755
|
18,772
|
-
|
Foreign partner
|
37,268
|
21,874
|
-
|
-
|
|
|
|
|
|
2016:
|
|
|
|
|
SABIC and its affiliates
|
2,243,061
|
489,651
|
3,279
|
212,547
|
Foreign partner
|
-
|
19,956
|
-
|
157,188
|
a)
|
The Company has a service level agreement with SABIC (Shared Services Organization – SSO) for the provision of accounting, warehousing, human resources, information technology (ERP/SAP), transporting and arranging for delivery of materials related to the Company's spare parts, engineering, procurement and related services and other general services to the Company. The Company also has legal service and centralized treasury agreements with SABIC.
|
b)
|
The Company also has logistic service agreements with SABIC affiliates (SABTANK & SSCS).
|
c)
|
The Company has a service level agreement with Celanese Corporation for the provision of technical, engineering and commissioning support services to the Company.
|
d)
|
Advances to SABIC represent the amount paid by the Company according to shared service agreement to finance the purchase of the Company’s materials and services.
|
e)
|
The partners also provide the Company with certain required technical, research and development, administrative and other services in accordance with executed agreements. The Company has a Technology and Innovation Service agreement with SABIC, under which SABIC provides research and development services to the Company. The Company is required to pay an annual fee under the agreement, which is calculated at one percent of Methanol sales plus the lesser of US $ 1 million or one percent of MTBE sales, which is charged to general and administrative expenses in the statement of income. The Company also has POM licensing/sub-licensing agreement with SABIC, Celanese Corporation and Celanese Corporation affiliates.
|
f)
|
The majority of Company's products are sold to SABIC and foreign partner’s affiliates, under marketing and off-take agreements. Upon delivery of the product, sales are recorded at net provisional price which are subsequently adjusted, on a monthly basis, to actual selling prices received by SABIC and foreign partner’s affiliates from its customers after deducting shipping, distribution and selling cost, and a marketing fee to cover all other marketing expenses.
|
|
|
Name
|
Relationship
|
Saudi Arabian Basic Industries Corporation (SABIC)
|
Partner
|
CTE Petrochemicals Company
|
Partner
|
Arabian Petrochemical Company and its subsidiaries (Petrokemya Group)
|
Partners’ affiliate
|
Saudi Iron and Steel Company (Hadeed)
|
Partners’ affiliate
|
SABIC Terminal Services Company Limited (Sabtank)
|
Partners’ affiliate
|
SABIC Supply Chain Services Limited Company (SSCS)
|
Partners’ affiliate
|
Saudi Petrochemical Company (Sadaf)
|
Partners’ affiliate
|
Saudi European Petrochemical Company (Ibn Zahr)
|
Partners’ affiliate
|
Jubail United Petrochemical Company (United)
|
Partners’ affiliate
|
National Chemical Fertiliser Company (Ibn Al-Baytar)
|
Partners’ affiliate
|
National Industrial Gases Company (Gas)
|
Partners’ affiliate
|
Yanbu National Petrochemical Company (Yansab)
|
Partners’ affiliate
|
Saudi Methanol Company (Ar-Razi)
|
Partners’ affiliate
|
Al-Jubail Fertiliser Company (Al-Bayroni)
|
Partners’ affiliate
|
Saudi Yanbu Petrochemical Company (Yanpet)
|
Partners’ affiliate
|
Eastern Petrochemical Company (Sharq)
|
Partners’ affiliate
|
|
|
|
|
26.2
List of related parties and nature of relationship (continued)
|
|
|
|
Name
|
Relationship
|
Al-Jubail Petrochemical Company (Kemya)
|
Partners’ affiliate
|
Saudi Japanese Acrylonitrile Company (Shrouq)
|
Partners’ affiliate
|
Saudi Methacrylates Company (Samac)
|
Partners’ affiliate
|
Arabian Industrial Fibers Company (Ibn Rushd)
|
Partners’ affiliate
|
Saudi Arabian Fertiliser Company (Safco)
|
Partners’ affiliate
|
Saudi Kayan Petrochemical Company (Saudi Kayan)
|
Partners’ affiliate
|
Celanese Corporation
|
Partners’ Parent Company
|
Celanese Europe BV
|
Partners’ affiliate
|
Celanese (Nanjing) Diversified Chemicals Co. Ltd.
|
Partners’ affiliate
|
Celanese (Shanghai) International Trading Co. Ltd.
|
Partners’ affiliate
|
Celanese Production Germany GmbH & Co KG
|
Partners’ affiliate
|
|
Transactions during the year
|
|
Balances
|
||
|
Sales of goods
|
Purchases of goods and services
|
|
Amounts owed by entities controlled by Saudi Government
|
Amounts owed to entities controlled by Saudi Government
|
|
|
|
|
|
|
2017
|
-
|
1,518,379
|
|
-
|
139,921
|
2016
|
-
|
1,251,863
|
|
2,496
|
100,255
|
|
|
For the year ended December 31, 2017
|
|
For the year ended December 31, 2016
|
|
|
|
|
|
Short-term employee benefits
|
|
9,833
|
|
8,395
|
Long-term benefits
|
|
1,146
|
|
1,197
|
|
|
10,979
|
|
9,592
|
External rating of cash and cash equivalents
|
A1
|
A3
|
Baa1
|
Others *
|
Total
|
|
|
|
|
|
|
Carrying value as at December 31,
|
|
|
|
|
|
2017
|
113,635
|
-
|
-
|
986,250
|
1,099,885
|
|
|
|
|
|
|
2016
|
61,821
|
105,000
|
116,249
|
-
|
283,070
|
|
December 31
|
|||
|
Within 1 year
|
Between 1-5 years
|
More than 5 years
|
Total
|
|
|
|
|
|
2017:
|
|
|
|
|
Interest bearing loans and borrowings
|
187,627
|
750,508
|
458,257
|
1,396,392
|
Trade and other payable
|
211,438
|
-
|
-
|
211,438
|
|
399,065
|
750,508
|
458,257
|
1,607,830
|
2016:
|
|
|
|
|
Interest bearing loans and borrowings
|
187,423
|
749,692
|
484,131
|
1,421,246
|
Trade and other payables
|
153,280
|
-
|
-
|
153,280
|
|
340,703
|
749,692
|
484,131
|
1,574,526
|
|
USD
|
EUR
|
GBP
|
CHF
|
AED
|
CAD
|
Others
|
Total
|
|
|
|
|
|
|
|
|
|
2017:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
1,068,503
|
-
|
-
|
-
|
-
|
-
|
-
|
1,068,503
|
Trade and other receivables
|
317,294
|
-
|
-
|
-
|
-
|
-
|
-
|
317,294
|
Term loan
|
(817,714)
|
-
|
-
|
-
|
-
|
-
|
-
|
(817,714)
|
Trade and other payables
|
(167,033)
|
(1,646)
|
(28)
|
-
|
(32)
|
(16)
|
(6)
|
(168,761)
|
Total net monetary exposure
|
401,050
|
(1,646)
|
(28)
|
-
|
(32)
|
(16)
|
(6)
|
399,322
|
|
USD
|
EUR
|
GBP
|
CHF
|
AED
|
CAD
|
Others
|
Total
|
2016:
|
|
|
|
|
|
|
|
|
Cash and bank
|
245,371
|
-
|
-
|
-
|
-
|
-
|
-
|
245,371
|
Fixed term deposits
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Trade and other receivables
|
259,292
|
-
|
-
|
-
|
-
|
-
|
-
|
259,292
|
Term loan
|
(791,583)
|
-
|
-
|
-
|
-
|
-
|
-
|
(791,583)
|
Trade and other Payables
|
(103,338)
|
(2,218)
|
(28)
|
(91)
|
(26)
|
(16)
|
(1)
|
(105,718)
|
Total net monetary exposure
|
(390,258)
|
(2,218)
|
(28)
|
(91)
|
(26)
|
(16)
|
(1)
|
(392,638)
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
Total liabilities
|
|
2,501,510
|
|
2,372,634
|
Less: cash and cash equivalents
|
|
(1,099,885)
|
|
(283,070)
|
Net debt
|
|
1,401,625
|
|
2,089,564
|
|
|
|
|
|
Total equity
|
|
1,402,058
|
|
668,734
|
Net Debt to equity ratio as of 31 December
|
|
1
|
|
3
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
January 1, 2016
|
|
|
|
|
|
|
|
Within one year
|
|
11,353
|
|
12,043
|
|
9,124
|
After one year but not more than five years
|
|
33,545
|
|
44,993
|
|
40,295
|
|
|
44,898
|
|
57,036
|
|
49,419
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
Net income under IFRS as endorsed in KSA
|
|
737,627
|
|
13,790
|
|
|
Adjustments:
|
|
|
|
|
|
|
(i)
Impairment
|
|
274,249
|
|
669,007
|
|
|
(ii)
Actuarial valuation adjustments for end of service benefits,
net of related deferred income tax impact
|
|
2,381
|
|
(17,847)
|
|
|
Net income under US GAAP
|
|
1,014,257
|
|
664,950
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
Other comprehensive income under IFRS as endorsed in KSA
|
|
(4,303)
|
|
11,417
|
|
|
Adjustments:
|
|
|
|
|
|
|
(i) Actuarial valuation adjustments for end of service benefits,
net of related deferred income tax impact
|
|
24,675
|
|
83,870
|
|
|
Other comprehensive income under US GAAP
|
|
20,372
|
|
95,287
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
Equity under IFRS as endorsed in KSA
|
|
1,402,058
|
|
668,734
|
|
|
Adjustments:
|
|
|
|
|
|
|
(i) Impairment
|
|
943,256
|
|
669,007
|
|
|
(ii) Actuarial valuation adjustments for end of service benefits,
net of related deferred income tax impact
|
|
(9,558)
|
|
(36,616)
|
|
|
Equity under US GAAP
|
|
2,335,756
|
|
1,301,125
|
|
|