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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2018
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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98-0420726
(I.R.S. Employer
Identification No.)
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222 W. Las Colinas Blvd., Suite 900N
Irving, TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Three Months Ended
March 31, |
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2018
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2017
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As Adjusted
(
Note 2
)
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(In $ millions, except share and per share data)
|
||||
Net sales
|
1,851
|
|
|
1,471
|
|
Cost of sales
|
(1,336
|
)
|
|
(1,121
|
)
|
Gross profit
|
515
|
|
|
350
|
|
Selling, general and administrative expenses
|
(147
|
)
|
|
(103
|
)
|
Amortization of intangible assets
|
(6
|
)
|
|
(4
|
)
|
Research and development expenses
|
(18
|
)
|
|
(17
|
)
|
Other (charges) gains, net
|
—
|
|
|
(55
|
)
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
343
|
|
|
170
|
|
Equity in net earnings (loss) of affiliates
|
58
|
|
|
47
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
26
|
|
|
22
|
|
Interest expense
|
(33
|
)
|
|
(29
|
)
|
Interest income
|
2
|
|
|
—
|
|
Dividend income - cost investments
|
32
|
|
|
29
|
|
Other income (expense), net
|
4
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
432
|
|
|
240
|
|
Income tax (provision) benefit
|
(65
|
)
|
|
(56
|
)
|
Earnings (loss) from continuing operations
|
367
|
|
|
184
|
|
Earnings (loss) from operation of discontinued operations
|
(2
|
)
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
—
|
|
Net earnings (loss)
|
365
|
|
|
184
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
363
|
|
|
183
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
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Earnings (loss) from continuing operations
|
365
|
|
|
183
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
—
|
|
Net earnings (loss)
|
363
|
|
|
183
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
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Continuing operations
|
2.69
|
|
|
1.30
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
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Net earnings (loss) - basic
|
2.67
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|
1.30
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Earnings (loss) per common share - diluted
|
|
|
|
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Continuing operations
|
2.68
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|
|
1.30
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Discontinued operations
|
(0.02
|
)
|
|
—
|
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Net earnings (loss) - diluted
|
2.66
|
|
|
1.30
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Weighted average shares - basic
|
135,916,446
|
|
|
140,643,860
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Weighted average shares - diluted
|
136,383,735
|
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|
140,997,403
|
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Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
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(In $ millions)
|
||||
Net earnings (loss)
|
365
|
|
|
184
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
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Foreign currency translation
|
49
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|
|
28
|
|
Gain (loss) on cash flow hedges
|
(1
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)
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|
(2
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)
|
Pension and postretirement benefits
|
1
|
|
|
5
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|
Total other comprehensive income (loss), net of tax
|
49
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|
31
|
|
Total comprehensive income (loss), net of tax
|
414
|
|
|
215
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Comprehensive (income) loss attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
412
|
|
|
214
|
|
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Three Months Ended
March 31, 2018 |
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Shares
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Amount
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(In $ millions, except share data)
|
||||
Series A Common Stock
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|
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|
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Balance as of the beginning of the period
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135,769,256
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|
|
—
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Stock option exercises
|
—
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—
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Purchases of treasury stock
|
—
|
|
|
—
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Stock awards
|
86,454
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|
—
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Balance as of the end of the period
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135,855,710
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—
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Treasury Stock
|
|
|
|
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Balance as of the beginning of the period
|
32,387,713
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|
(2,031
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)
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Purchases of treasury stock, including related fees
|
—
|
|
|
—
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Balance as of the end of the period
|
32,387,713
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(2,031
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)
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Additional Paid-In Capital
|
|
|
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Balance as of the beginning of the period
|
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|
175
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|
|
Stock-based compensation, net of tax
|
|
|
17
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|
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Balance as of the end of the period
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|
192
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Retained Earnings
|
|
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Balance as of the beginning of the period
|
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4,920
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Net earnings (loss) attributable to Celanese Corporation
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|
363
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|
|
Series A common stock dividends
|
|
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(63
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)
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Balance as of the end of the period
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|
5,220
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|
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Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
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Balance as of the beginning of the period
|
|
|
(177
|
)
|
|
Other comprehensive income (loss), net of tax
|
|
|
49
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|
|
Balance as of the end of the period
|
|
|
(128
|
)
|
|
Total Celanese Corporation stockholders' equity
|
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3,253
|
|
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Noncontrolling Interests
|
|
|
|
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Balance as of the beginning of the period
|
|
|
412
|
|
|
Net earnings (loss) attributable to noncontrolling interests
|
|
|
2
|
|
|
(Distributions to) contributions from noncontrolling interests
|
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|
(2
|
)
|
|
Balance as of the end of the period
|
|
|
412
|
|
|
Total equity
|
|
|
3,665
|
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
||
Net earnings (loss)
|
365
|
|
|
184
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
||
Depreciation, amortization and accretion
|
80
|
|
|
72
|
|
Pension and postretirement net periodic benefit cost
|
(24
|
)
|
|
(20
|
)
|
Pension and postretirement contributions
|
(12
|
)
|
|
(11
|
)
|
Deferred income taxes, net
|
(4
|
)
|
|
14
|
|
(Gain) loss on disposition of businesses and assets, net
|
1
|
|
|
1
|
|
Stock-based compensation
|
22
|
|
|
10
|
|
Undistributed earnings in unconsolidated affiliates
|
19
|
|
|
3
|
|
Other, net
|
5
|
|
|
2
|
|
Operating cash provided by (used in) discontinued operations
|
—
|
|
|
(1
|
)
|
Changes in operating assets and liabilities
|
|
|
|
||
Trade receivables - third party and affiliates, net
|
(190
|
)
|
|
(79
|
)
|
Inventories
|
(27
|
)
|
|
9
|
|
Other assets
|
(29
|
)
|
|
21
|
|
Trade payables - third party and affiliates
|
—
|
|
|
6
|
|
Other liabilities
|
(63
|
)
|
|
(19
|
)
|
Net cash provided by (used in) operating activities
|
143
|
|
|
192
|
|
Investing Activities
|
|
|
|
||
Capital expenditures on property, plant and equipment
|
(86
|
)
|
|
(62
|
)
|
Acquisitions, net of cash acquired
|
(144
|
)
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
9
|
|
|
1
|
|
Other, net
|
(14
|
)
|
|
(3
|
)
|
Net cash provided by (used in) investing activities
|
(235
|
)
|
|
(64
|
)
|
Financing Activities
|
|
|
|
||
Net change in short-term borrowings with maturities of 3 months or less
|
101
|
|
|
6
|
|
Proceeds from short-term borrowings
|
36
|
|
|
7
|
|
Repayments of short-term borrowings
|
(38
|
)
|
|
(29
|
)
|
Repayments of long-term debt
|
(31
|
)
|
|
(53
|
)
|
Purchases of treasury stock, including related fees
|
—
|
|
|
(128
|
)
|
Series A common stock dividends
|
(63
|
)
|
|
(51
|
)
|
(Distributions to) contributions from noncontrolling interests
|
(2
|
)
|
|
(4
|
)
|
Other, net
|
(5
|
)
|
|
(18
|
)
|
Net cash provided by (used in) financing activities
|
(2
|
)
|
|
(270
|
)
|
Exchange rate effects on cash and cash equivalents
|
8
|
|
|
5
|
|
Net increase (decrease) in cash and cash equivalents
|
(86
|
)
|
|
(137
|
)
|
Cash and cash equivalents as of beginning of period
|
576
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
490
|
|
|
501
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.
|
|
The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users.
|
|
January 1, 2019. Early adoption is permitted.
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|
The Company is currently evaluating the impact of adoption on its financial statements and related disclosures.
|
|
|
|
|
|
|
|
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.
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|
The Company adopted the new guidance effective January 1, 2018, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.
|
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|
|
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In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
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The new guidance clarifies the presentation and classification of the components of net periodic benefit costs in the consolidated statement of operations.
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January 1, 2018.
|
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The Company adopted the new guidance effective January 1, 2018, using the retrospective transition method, as part of the FASB's simplification initiative. See
Adoption of
ASU 2017-07
section below for additional information.
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|
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|
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In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory.
|
|
The new guidance requires the income tax consequences of an intra-entity transfer of assets other than inventory to be recognized when the transfer occurs rather than deferring until an outside sale has occurred.
|
|
January 1, 2018.
|
|
The Company adopted the new guidance effective January 1, 2018, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.
|
|
|
|
|
|
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|
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.
|
|
The Company adopted the new guidance effective January 1, 2018, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.
|
|
|
|
|
|
|
|
In February 2016, the FASB issued ASU 2016-02, Leases.
|
|
The new guidance supersedes the lease guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. The guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases.
|
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January 1, 2019. Early adoption is permitted.
|
|
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 has not yet quantified these at this time. The Company plans to adopt the standard effective January 1, 2019, but has not yet selected a transition method.
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|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
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.
|
|
The Company adopted the new guidance effective January 1, 2018, using the modified retrospective approach, as part of the FASB's simplification initiative. The new guidance resulted in a cumulative-effect adjustment of less than $1 million to January 1, 2018 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.
|
|
The Company adopted the new guidance effective January 1, 2018, using the modified retrospective approach, as part of the FASB's simplification initiative. The adoption of the new guidance resulted in less than $1 million impact to the consolidated financial statements and related disclosures (See
Note 20
).
|
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|
|
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|
|
|
Three Months Ended March 31, 2017
|
|||||||
|
As previously reported
|
|
Adoption of ASU 2017-07
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Cost of sales
|
(1,119
|
)
|
|
(2
|
)
|
|
(1,121
|
)
|
Selling, general and administrative expenses
|
(83
|
)
|
|
(20
|
)
|
|
(103
|
)
|
Operating profit (loss)
|
192
|
|
|
(22
|
)
|
|
170
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
22
|
|
|
22
|
|
•
|
Omni Plastics
|
|
As of
February 1, 2018
|
|
|
(In $ millions)
|
|
Cash and cash equivalents
|
2
|
|
Trade receivables - third party and affiliates
|
12
|
|
Inventories
|
13
|
|
Property, plant and equipment, net
|
19
|
|
Intangible assets (
Note 7
)
|
35
|
|
Goodwill
(1)
(
Note 7
)
|
84
|
|
Other assets
|
1
|
|
Total fair value of assets acquired
|
166
|
|
|
|
|
Trade payables - third party and affiliates
|
(8
|
)
|
Total debt
|
(12
|
)
|
Total fair value of liabilities assumed
|
(20
|
)
|
Net assets acquired
|
146
|
|
(1)
|
Goodwill consists of expected revenue and operating synergies resulting from the acquisition, all of which is deductible for income tax purposes.
|
•
|
Acetate Tow Joint Venture
|
•
|
Nilit Plastics
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
18
|
|
|
19
|
|
Trade receivables, net - third party & affiliate
|
9
|
|
|
9
|
|
Non-trade receivables, net
|
1
|
|
|
—
|
|
Property, plant and equipment (net of accumulated depreciation - 2018: $100; 2017: $90)
|
689
|
|
|
697
|
|
Intangible assets (net of accumulated amortization - 2018: $3; 2017: $2)
|
25
|
|
|
25
|
|
Other assets
|
7
|
|
|
6
|
|
Total assets
(1)
|
749
|
|
|
756
|
|
|
|
|
|
||
Trade payables
|
7
|
|
|
16
|
|
Other liabilities
(2)
|
5
|
|
|
4
|
|
Total debt
|
5
|
|
|
5
|
|
Deferred income taxes
|
3
|
|
|
3
|
|
Total liabilities
|
20
|
|
|
28
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Primarily represents amounts owed by Fairway to the Company for reimbursement of expenditures.
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
49
|
|
|
53
|
|
|
|
|
|
||
Trade payables
|
33
|
|
|
25
|
|
Current installments of long-term debt
|
13
|
|
|
18
|
|
Long-term debt
|
74
|
|
|
76
|
|
Total liabilities
|
120
|
|
|
119
|
|
|
|
|
|
||
Maximum exposure to loss
|
165
|
|
|
164
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Amortized cost
|
32
|
|
|
32
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
32
|
|
|
32
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Finished goods
|
610
|
|
|
591
|
|
Work-in-process
|
58
|
|
|
57
|
|
Raw materials and supplies
|
287
|
|
|
252
|
|
Total
|
955
|
|
|
900
|
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2017
|
643
|
|
|
149
|
|
|
40
|
|
|
171
|
|
|
1,003
|
|
Acquisitions (
Note 3
)
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
Exchange rate changes
|
14
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
20
|
|
As of March 31, 2018
(1)
|
741
|
|
|
150
|
|
|
40
|
|
|
176
|
|
|
1,107
|
|
(1)
|
There were
$0 million
of accumulated impairment losses as of
March 31, 2018
.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
38
|
|
|
640
|
|
|
45
|
|
|
54
|
|
|
777
|
|
|
Acquisitions (
Note 3
)
|
—
|
|
|
32
|
|
|
—
|
|
|
3
|
|
|
35
|
|
(1)
|
Exchange rate changes
|
1
|
|
|
14
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
As of March 31, 2018
|
39
|
|
|
686
|
|
|
46
|
|
|
57
|
|
|
828
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
(33
|
)
|
|
(496
|
)
|
|
(30
|
)
|
|
(32
|
)
|
|
(591
|
)
|
|
Amortization
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
Exchange rate changes
|
(1
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
—
|
|
|
(12
|
)
|
|
As of March 31, 2018
|
(34
|
)
|
|
(510
|
)
|
|
(32
|
)
|
|
(33
|
)
|
|
(609
|
)
|
|
Net book value
|
5
|
|
|
176
|
|
|
14
|
|
|
24
|
|
|
219
|
|
|
(1)
|
Represents intangible assets acquired related to Omni Plastics (
Note 3
) with a weighted average amortization period of
11 years
.
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
As of December 31, 2017
|
115
|
|
Acquisitions (
Note 3
)
|
—
|
|
Accumulated impairment losses
|
—
|
|
Exchange rate changes
|
2
|
|
As of March 31, 2018
|
117
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
11
|
|
|
19
|
|
Benefit obligations (
Note 11
)
|
30
|
|
|
30
|
|
Customer rebates
|
46
|
|
|
65
|
|
Derivatives (
Note 16
)
|
3
|
|
|
3
|
|
Environmental (
Note 12
)
|
18
|
|
|
14
|
|
Insurance
|
4
|
|
|
5
|
|
Interest
|
25
|
|
|
17
|
|
Restructuring (
Note 14
)
|
4
|
|
|
5
|
|
Salaries and benefits
|
65
|
|
|
113
|
|
Sales and use tax/foreign withholding tax payable
|
19
|
|
|
16
|
|
Other
|
41
|
|
|
67
|
|
Total
|
266
|
|
|
354
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
7
|
|
|
7
|
|
Deferred proceeds
|
48
|
|
|
47
|
|
Deferred revenue
|
6
|
|
|
6
|
|
Environmental (
Note 12
)
|
57
|
|
|
59
|
|
Income taxes payable
|
—
|
|
|
197
|
|
Insurance
|
43
|
|
|
43
|
|
Other
|
56
|
|
|
54
|
|
Total
|
217
|
|
|
413
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
62
|
|
|
63
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
89
|
|
|
86
|
|
Revolving credit facility
(2)
|
197
|
|
|
97
|
|
Accounts receivable securitization facility
(3)
|
77
|
|
|
80
|
|
Total
|
425
|
|
|
326
|
|
(1)
|
The weighted average interest rate was
2.8%
and
2.8%
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
The weighted average interest rate was
3.3%
and
4.1%
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(3)
|
The weighted average interest rate was
2.4%
and
2.1%
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior unsecured term loan due 2021
(1)
|
488
|
|
|
494
|
|
Senior unsecured notes due 2019, interest rate of 3.250%
|
370
|
|
|
360
|
|
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%
|
922
|
|
|
897
|
|
Senior unsecured notes due 2025, interest rate of 1.250%
|
369
|
|
|
359
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
|
169
|
|
|
169
|
|
Nilit bank loans due at various dates through 2026 (
Note 3
)
(2)
|
12
|
|
|
11
|
|
Obligations under capital leases due at various dates through 2054
|
194
|
|
|
208
|
|
Subtotal
|
3,424
|
|
|
3,398
|
|
Unamortized debt issuance costs
(3)
|
(19
|
)
|
|
(20
|
)
|
Current installments of long-term debt
|
(62
|
)
|
|
(63
|
)
|
Total
|
3,343
|
|
|
3,315
|
|
(1)
|
The margin for borrowings under the senior unsecured term loan due 2021 was
1.5%
above LIBOR at current Company credit ratings.
|
(2)
|
The weighted average interest rate was
1.3%
and
1.3%
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
(3)
|
Related to the Company's long-term debt, excluding obligations under capital leases.
|
|
As of
March 31, 2018 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
(1)
|
197
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
(2)
|
803
|
|
(1)
|
The Company borrowed
$435 million
and repaid
$335 million
under its senior unsecured revolving credit facility during the
three months ended
March 31, 2018
.
|
(2)
|
The margin for borrowings under the senior unsecured revolving credit facility was
1.5%
above LIBOR at current Company credit ratings.
|
(1)
|
The Company borrowed
$25 million
and repaid
$28 million
during the three months ended
March 31, 2018
.
|
(2)
|
Outstanding accounts receivable transferred to the SPE was
$166 million
.
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||
|
(In $ millions)
|
||||||||||
Service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Interest cost
|
26
|
|
|
—
|
|
|
27
|
|
|
—
|
|
Expected return on plan assets
|
(52
|
)
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
Total
|
(24
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
As of
March 31, 2018 |
|
Total
Expected
2018
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
6
|
|
|
23
|
|
Benefit payments to nonqualified pension plans
|
5
|
|
|
21
|
|
Benefit payments to other postretirement benefit plans
|
1
|
|
|
5
|
|
Cash contributions to German multiemployer defined benefit pension plans
(1)
|
2
|
|
|
8
|
|
(1)
|
The Company makes contributions based on specified percentages of employee contributions.
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
|
(In percentages)
|
|
(In $ per share)
|
|
|
||
April 2017
|
28
|
|
0.46
|
|
1.84
|
|
May 2017
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2018 |
||||||||
|
2018
|
|
2017
|
|
|||||||
Shares repurchased
|
—
|
|
|
1,461,966
|
|
|
39,779,019
|
|
|||
Average purchase price per share
|
$
|
—
|
|
|
$
|
89.95
|
|
|
$
|
58.71
|
|
Shares repurchased (in $ millions)
|
$
|
—
|
|
|
$
|
131
|
|
|
$
|
2,335
|
|
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,866
|
|
(1)
|
These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program began in February 2008 and does not have an expiration date.
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount |
||||||
|
(In $ millions)
|
||||||||||||||||
Foreign currency translation
|
45
|
|
|
4
|
|
|
49
|
|
|
28
|
|
|
—
|
|
|
28
|
|
Gain (loss) on cash flow hedges
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Pension and postretirement benefits
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Total
|
44
|
|
|
5
|
|
|
49
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
on Cash
Flow
Hedges
(
Note 16
)
|
|
Pension
and
Postretirement
Benefits
(
Note 11
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2017
|
(176
|
)
|
|
2
|
|
|
(3
|
)
|
|
(177
|
)
|
Other comprehensive income (loss) before reclassifications
|
45
|
|
|
(2
|
)
|
|
1
|
|
|
44
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
As of March 31, 2018
|
(127
|
)
|
|
1
|
|
|
(2
|
)
|
|
(128
|
)
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
|
(In $ millions)
|
||||
Restructuring
|
—
|
|
|
(2
|
)
|
Plant/office closures
|
—
|
|
|
(53
|
)
|
Total
|
—
|
|
|
(55
|
)
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2017
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Other Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
|
Three Months Ended
March 31, |
||
|
2018
|
|
2017
|
|
(In percentages)
|
||
Effective income tax rate
|
15
|
|
23
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In € millions)
|
||||
Total
|
1,050
|
|
|
1,050
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Total
|
935
|
|
|
740
|
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
|
|
||||||||
|
Three Months Ended March 31,
|
|
Statement of Operations Classification
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||
|
(In $ millions)
|
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
||||
Commodity swaps
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
Cost of sales
|
Total
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency denominated debt (
Note 10
)
|
(35
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
(35
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
8
|
|
|
13
|
|
Gross amount offset in the consolidated balance sheets
|
5
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
3
|
|
|
9
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
3
|
|
Net amount
|
2
|
|
|
6
|
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
8
|
|
|
7
|
|
Gross amount offset in the consolidated balance sheets
|
5
|
|
|
4
|
|
Net amount presented in the consolidated balance sheets
|
3
|
|
|
3
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
3
|
|
Net amount
|
2
|
|
|
—
|
|
|
Fair Value Measurement
|
|
|
|||||||
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
|
Balance Sheet Classification
|
|||
|
(In $ millions)
|
|
|
|||||||
As of March 31, 2018
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
1
|
|
|
1
|
|
|
Current Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
||
Foreign currency forwards and swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
3
|
|
|
3
|
|
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
|
As of December 31, 2017
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Current Other assets
|
Commodity swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Noncurrent Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
5
|
|
|
5
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
9
|
|
|
9
|
|
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||
|
Carrying
Amount
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of March 31, 2018
|
|
|
|
|
|
|
|
||||
Cost investments
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
42
|
|
|
42
|
|
|
—
|
|
|
42
|
|
Long-term debt, including current installments of long-term debt
|
3,424
|
|
|
3,310
|
|
|
194
|
|
|
3,504
|
|
As of December 31, 2017
|
|
|
|
|
|
|
|
||||
Cost investments
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
42
|
|
|
42
|
|
|
—
|
|
|
42
|
|
Long-term debt, including current installments of long-term debt
|
3,398
|
|
|
3,299
|
|
|
208
|
|
|
3,507
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||||
|
Three Months Ended March 31, 2018
|
|
|||||||||||||||||||
Net sales
|
665
|
|
|
168
|
|
|
274
|
|
(1)
|
871
|
|
(2)
|
—
|
|
|
(127
|
)
|
|
1,851
|
|
|
Other (charges) gains, net (
Note 14
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Operating profit (loss)
|
127
|
|
|
46
|
|
|
23
|
|
|
231
|
|
|
(83
|
)
|
|
(1
|
)
|
|
343
|
|
|
Equity in net earnings (loss) of affiliates
|
54
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
58
|
|
|
Depreciation and amortization
|
32
|
|
|
10
|
|
|
9
|
|
|
26
|
|
|
2
|
|
|
—
|
|
|
79
|
|
|
Capital expenditures
|
21
|
|
|
—
|
|
|
4
|
|
|
30
|
|
|
2
|
|
|
—
|
|
|
57
|
|
(3)
|
|
As of March 31, 2018
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
1,035
|
|
|
155
|
|
|
46
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
Total assets
|
4,111
|
|
|
1,063
|
|
|
834
|
|
|
2,680
|
|
|
1,092
|
|
|
—
|
|
|
9,780
|
|
|
|
Three Months Ended March 31, 2017 - As Adjusted (
Note 2
)
|
|
|||||||||||||||||||
Net sales
|
514
|
|
|
191
|
|
|
245
|
|
(1)
|
619
|
|
(2)
|
—
|
|
|
(98
|
)
|
|
1,471
|
|
|
Other (charges) gains, net (
Note 14
)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(53
|
)
|
|
(1
|
)
|
|
—
|
|
|
(55
|
)
|
|
Operating profit (loss)
|
104
|
|
|
62
|
|
|
25
|
|
|
27
|
|
|
(48
|
)
|
|
—
|
|
|
170
|
|
|
Equity in net earnings (loss) of affiliates
|
43
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
47
|
|
|
Depreciation and amortization
|
25
|
|
|
10
|
|
|
8
|
|
|
26
|
|
|
2
|
|
|
—
|
|
|
71
|
|
|
Capital expenditures
|
10
|
|
|
6
|
|
|
4
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
41
|
|
(3)
|
|
As of December 31, 2017
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
902
|
|
|
154
|
|
|
46
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|
Total assets
|
3,866
|
|
|
1,163
|
|
|
861
|
|
|
2,657
|
|
|
991
|
|
|
—
|
|
|
9,538
|
|
|
(1)
|
Includes intersegment sales of
$2 million
and
$1 million
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
(2)
|
Includes intersegment sales of
$125 million
and
$97 million
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
(3)
|
Includes a decrease in accrued capital expenditures of
$29 million
and
$21 million
for the
three months ended
March 31, 2018
and
2017
, respectively.
|
|
||
|
2018
|
|
|
(In $ millions)
|
|
Engineered Materials
|
|
|
North America
|
179
|
|
Europe and Africa
|
337
|
|
Asia-Pacific
|
132
|
|
South America
|
17
|
|
Total
|
665
|
|
|
|
|
Acetate Tow
|
|
|
North America
|
35
|
|
Europe and Africa
|
70
|
|
Asia-Pacific
|
51
|
|
South America
|
12
|
|
Total
|
168
|
|
|
|
|
Industrial Specialties
|
|
|
North America
|
88
|
|
Europe and Africa
|
136
|
|
Asia-Pacific
|
44
|
|
South America
|
4
|
|
Total
(1)
|
272
|
|
|
|
|
Acetyl Intermediates
|
|
|
North America
|
202
|
|
Europe and Africa
|
181
|
|
Asia-Pacific
|
334
|
|
South America
|
29
|
|
Total
(2)
|
746
|
|
(1)
|
Excludes intersegment sales of
$2 million
for the
three months ended
March 31, 2018
.
|
(2)
|
Excludes intersegment sales of
$125 million
for the
three months ended
March 31, 2018
.
|
|
Three Months Ended
March 31, |
||||
|
2018
|
|
2017
|
||
|
(In $ millions, except share data)
|
||||
Amounts attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
365
|
|
|
183
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
—
|
|
Net earnings (loss)
|
363
|
|
|
183
|
|
|
|
|
|
||
Weighted average shares - basic
|
135,916,446
|
|
|
140,643,860
|
|
Incremental shares attributable to equity awards
|
467,289
|
|
|
353,543
|
|
Weighted average shares - diluted
|
136,383,735
|
|
|
140,997,403
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
600
|
|
|
1,554
|
|
|
(303
|
)
|
|
1,851
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(464
|
)
|
|
(1,178
|
)
|
|
306
|
|
|
(1,336
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
136
|
|
|
376
|
|
|
3
|
|
|
515
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(87
|
)
|
|
—
|
|
|
(147
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(6
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(10
|
)
|
|
—
|
|
|
(18
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
64
|
|
|
276
|
|
|
3
|
|
|
343
|
|
Equity in net earnings (loss) of affiliates
|
363
|
|
|
360
|
|
|
267
|
|
|
53
|
|
|
(985
|
)
|
|
58
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
23
|
|
|
3
|
|
|
—
|
|
|
26
|
|
Interest expense
|
—
|
|
|
(5
|
)
|
|
(29
|
)
|
|
(9
|
)
|
|
10
|
|
|
(33
|
)
|
Interest income
|
—
|
|
|
8
|
|
|
2
|
|
|
2
|
|
|
(10
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
4
|
|
Earnings (loss) from continuing operations before tax
|
363
|
|
|
364
|
|
|
328
|
|
|
359
|
|
|
(982
|
)
|
|
432
|
|
Income tax (provision) benefit
|
—
|
|
|
(1
|
)
|
|
(37
|
)
|
|
(27
|
)
|
|
—
|
|
|
(65
|
)
|
Earnings (loss) from continuing operations
|
363
|
|
|
363
|
|
|
291
|
|
|
332
|
|
|
(982
|
)
|
|
367
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss)
|
363
|
|
|
363
|
|
|
291
|
|
|
330
|
|
|
(982
|
)
|
|
365
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
363
|
|
|
363
|
|
|
291
|
|
|
328
|
|
|
(982
|
)
|
|
363
|
|
|
Three Months Ended March 31, 2017 - As Adjusted (
Note 2
)
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
589
|
|
|
1,177
|
|
|
(295
|
)
|
|
1,471
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(445
|
)
|
|
(966
|
)
|
|
290
|
|
|
(1,121
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
144
|
|
|
211
|
|
|
(5
|
)
|
|
350
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(69
|
)
|
|
—
|
|
|
(103
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(49
|
)
|
|
—
|
|
|
(55
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
94
|
|
|
81
|
|
|
(5
|
)
|
|
170
|
|
Equity in net earnings (loss) of affiliates
|
183
|
|
|
174
|
|
|
101
|
|
|
43
|
|
|
(454
|
)
|
|
47
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
20
|
|
|
2
|
|
|
—
|
|
|
22
|
|
Interest expense
|
—
|
|
|
(6
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
7
|
|
|
(29
|
)
|
Interest income
|
—
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from continuing operations before tax
|
183
|
|
|
174
|
|
|
193
|
|
|
149
|
|
|
(459
|
)
|
|
240
|
|
Income tax (provision) benefit
|
—
|
|
|
9
|
|
|
(63
|
)
|
|
1
|
|
|
(3
|
)
|
|
(56
|
)
|
Earnings (loss) from continuing operations
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
183
|
|
|
130
|
|
|
149
|
|
|
(462
|
)
|
|
183
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
363
|
|
|
363
|
|
|
291
|
|
|
330
|
|
|
(982
|
)
|
|
365
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
49
|
|
|
49
|
|
|
63
|
|
|
74
|
|
|
(186
|
)
|
|
49
|
|
Gain (loss) on cash flow hedges
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Pension and postretirement benefits
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(3
|
)
|
|
1
|
|
Total other comprehensive income (loss), net of tax
|
49
|
|
|
49
|
|
|
63
|
|
|
74
|
|
|
(186
|
)
|
|
49
|
|
Total comprehensive income (loss), net of tax
|
412
|
|
|
412
|
|
|
354
|
|
|
404
|
|
|
(1,168
|
)
|
|
414
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
412
|
|
|
412
|
|
|
354
|
|
|
402
|
|
|
(1,168
|
)
|
|
412
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
183
|
|
|
183
|
|
|
130
|
|
|
150
|
|
|
(462
|
)
|
|
184
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
28
|
|
|
28
|
|
|
30
|
|
|
39
|
|
|
(97
|
)
|
|
28
|
|
Gain (loss) on cash flow hedges
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
6
|
|
|
(2
|
)
|
Pension and postretirement benefits
|
5
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
(15
|
)
|
|
5
|
|
Total other comprehensive income (loss), net of tax
|
31
|
|
|
31
|
|
|
32
|
|
|
43
|
|
|
(106
|
)
|
|
31
|
|
Total comprehensive income (loss), net of tax
|
214
|
|
|
214
|
|
|
162
|
|
|
193
|
|
|
(568
|
)
|
|
215
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
214
|
|
|
214
|
|
|
162
|
|
|
192
|
|
|
(568
|
)
|
|
214
|
|
|
As of March 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
2
|
|
|
111
|
|
|
377
|
|
|
—
|
|
|
490
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
160
|
|
|
1,209
|
|
|
(164
|
)
|
|
1,205
|
|
Non-trade receivables, net
|
38
|
|
|
486
|
|
|
301
|
|
|
441
|
|
|
(995
|
)
|
|
271
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
281
|
|
|
719
|
|
|
(45
|
)
|
|
955
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
Other assets
|
—
|
|
|
14
|
|
|
8
|
|
|
55
|
|
|
(24
|
)
|
|
53
|
|
Total current assets
|
38
|
|
|
502
|
|
|
893
|
|
|
2,801
|
|
|
(1,228
|
)
|
|
3,006
|
|
Investments in affiliates
|
3,215
|
|
|
4,461
|
|
|
4,140
|
|
|
861
|
|
|
(11,698
|
)
|
|
979
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,181
|
|
|
2,620
|
|
|
—
|
|
|
3,801
|
|
Deferred income taxes
|
—
|
|
|
14
|
|
|
12
|
|
|
159
|
|
|
(3
|
)
|
|
182
|
|
Other assets
|
—
|
|
|
1,519
|
|
|
214
|
|
|
153
|
|
|
(1,517
|
)
|
|
369
|
|
Goodwill
|
—
|
|
|
—
|
|
|
399
|
|
|
708
|
|
|
—
|
|
|
1,107
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
82
|
|
|
254
|
|
|
—
|
|
|
336
|
|
Total assets
|
3,253
|
|
|
6,496
|
|
|
6,921
|
|
|
7,556
|
|
|
(14,446
|
)
|
|
9,780
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
83
|
|
|
151
|
|
|
466
|
|
|
(275
|
)
|
|
425
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
288
|
|
|
673
|
|
|
(164
|
)
|
|
797
|
|
Other liabilities
|
—
|
|
|
38
|
|
|
264
|
|
|
217
|
|
|
(253
|
)
|
|
266
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
501
|
|
|
103
|
|
|
(490
|
)
|
|
114
|
|
Total current liabilities
|
—
|
|
|
121
|
|
|
1,204
|
|
|
1,459
|
|
|
(1,182
|
)
|
|
1,602
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
3,160
|
|
|
1,476
|
|
|
231
|
|
|
(1,524
|
)
|
|
3,343
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
(4
|
)
|
|
219
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
9
|
|
|
145
|
|
|
(2
|
)
|
|
152
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
273
|
|
|
309
|
|
|
—
|
|
|
582
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
55
|
|
|
162
|
|
|
—
|
|
|
217
|
|
Total noncurrent liabilities
|
—
|
|
|
3,160
|
|
|
1,813
|
|
|
1,070
|
|
|
(1,530
|
)
|
|
4,513
|
|
Total Celanese Corporation stockholders' equity
|
3,253
|
|
|
3,215
|
|
|
3,904
|
|
|
4,615
|
|
|
(11,734
|
)
|
|
3,253
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
412
|
|
Total equity
|
3,253
|
|
|
3,215
|
|
|
3,904
|
|
|
5,027
|
|
|
(11,734
|
)
|
|
3,665
|
|
Total liabilities and equity
|
3,253
|
|
|
6,496
|
|
|
6,921
|
|
|
7,556
|
|
|
(14,446
|
)
|
|
9,780
|
|
|
As of December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
89
|
|
|
988
|
|
|
(91
|
)
|
|
986
|
|
Non-trade receivables, net
|
38
|
|
|
482
|
|
|
279
|
|
|
385
|
|
|
(940
|
)
|
|
244
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
277
|
|
|
672
|
|
|
(49
|
)
|
|
900
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
Other assets
|
—
|
|
|
60
|
|
|
12
|
|
|
93
|
|
|
(111
|
)
|
|
54
|
|
Total current assets
|
38
|
|
|
542
|
|
|
919
|
|
|
2,484
|
|
|
(1,191
|
)
|
|
2,792
|
|
Investments in affiliates
|
2,850
|
|
|
4,283
|
|
|
3,916
|
|
|
861
|
|
|
(10,934
|
)
|
|
976
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,145
|
|
|
2,617
|
|
|
—
|
|
|
3,762
|
|
Deferred income taxes
|
—
|
|
|
6
|
|
|
206
|
|
|
158
|
|
|
(4
|
)
|
|
366
|
|
Other assets
|
—
|
|
|
1,295
|
|
|
171
|
|
|
165
|
|
|
(1,293
|
)
|
|
338
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
689
|
|
|
—
|
|
|
1,003
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
48
|
|
|
253
|
|
|
—
|
|
|
301
|
|
Total assets
|
2,888
|
|
|
6,126
|
|
|
6,719
|
|
|
7,227
|
|
|
(13,422
|
)
|
|
9,538
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
76
|
|
|
148
|
|
|
369
|
|
|
(267
|
)
|
|
326
|
|
Trade payables - third party and affiliates
|
—
|
|
|
1
|
|
|
300
|
|
|
598
|
|
|
(92
|
)
|
|
807
|
|
Other liabilities
|
—
|
|
|
71
|
|
|
302
|
|
|
273
|
|
|
(292
|
)
|
|
354
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
471
|
|
|
92
|
|
|
(491
|
)
|
|
72
|
|
Total current liabilities
|
—
|
|
|
148
|
|
|
1,221
|
|
|
1,332
|
|
|
(1,142
|
)
|
|
1,559
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
3,128
|
|
|
1,254
|
|
|
233
|
|
|
(1,300
|
)
|
|
3,315
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
(4
|
)
|
|
211
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
1
|
|
|
157
|
|
|
(2
|
)
|
|
156
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
277
|
|
|
308
|
|
|
—
|
|
|
585
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
255
|
|
|
158
|
|
|
—
|
|
|
413
|
|
Total noncurrent liabilities
|
—
|
|
|
3,128
|
|
|
1,787
|
|
|
1,071
|
|
|
(1,306
|
)
|
|
4,680
|
|
Total Celanese Corporation stockholders' equity
|
2,888
|
|
|
2,850
|
|
|
3,711
|
|
|
4,412
|
|
|
(10,974
|
)
|
|
2,887
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
412
|
|
Total equity
|
2,888
|
|
|
2,850
|
|
|
3,711
|
|
|
4,824
|
|
|
(10,974
|
)
|
|
3,299
|
|
Total liabilities and equity
|
2,888
|
|
|
6,126
|
|
|
6,719
|
|
|
7,227
|
|
|
(13,422
|
)
|
|
9,538
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
63
|
|
|
277
|
|
|
(33
|
)
|
|
170
|
|
|
(334
|
)
|
|
143
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(32
|
)
|
|
—
|
|
|
(86
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
16
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(222
|
)
|
|
(15
|
)
|
|
—
|
|
|
237
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(11
|
)
|
|
—
|
|
|
(14
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(222
|
)
|
|
(21
|
)
|
|
(34
|
)
|
|
42
|
|
|
(235
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
15
|
|
|
2
|
|
|
99
|
|
|
(15
|
)
|
|
101
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(6
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
—
|
|
|
(31
|
)
|
Purchases of treasury stock, including related fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(62
|
)
|
|
(272
|
)
|
|
—
|
|
|
334
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
—
|
|
Series A common stock dividends
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
211
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
Net cash provided by (used in) financing activities
|
(63
|
)
|
|
(53
|
)
|
|
(65
|
)
|
|
(113
|
)
|
|
292
|
|
|
(2
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
2
|
|
|
(119
|
)
|
|
31
|
|
|
—
|
|
|
(86
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
2
|
|
|
111
|
|
|
377
|
|
|
—
|
|
|
490
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
179
|
|
|
196
|
|
|
210
|
|
|
130
|
|
|
(523
|
)
|
|
192
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(20
|
)
|
|
—
|
|
|
(62
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(11
|
)
|
|
1
|
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(11
|
)
|
|
(30
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(64
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
(7
|
)
|
|
6
|
|
|
—
|
|
|
7
|
|
|
6
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
Purchases of treasury stock, including related fees
|
(128
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
Dividends to parent
|
—
|
|
|
(178
|
)
|
|
(165
|
)
|
|
(180
|
)
|
|
523
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Series A common stock dividends
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(2
|
)
|
|
—
|
|
|
(18
|
)
|
Net cash provided by (used in) financing activities
|
(179
|
)
|
|
(185
|
)
|
|
(175
|
)
|
|
(266
|
)
|
|
535
|
|
|
(270
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
5
|
|
|
(142
|
)
|
|
—
|
|
|
(137
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
56
|
|
|
445
|
|
|
—
|
|
|
501
|
|
•
|
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 tariffs, 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 tax legislation in the US, commonly referred to as the Tax Cuts and Jobs Act (the "TCJA") enacted in December 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 Quarterly Report.
|
|
Three Months Ended March 31,
|
|
|
|||||
|
2018
|
|
2017
|
|
Change
|
|||
|
|
|
(As Adjusted)(
Note 2
)
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|||
Net sales
|
1,851
|
|
|
1,471
|
|
|
380
|
|
Gross profit
|
515
|
|
|
350
|
|
|
165
|
|
Selling, general and administrative ("SG&A") expenses
|
(147
|
)
|
|
(103
|
)
|
|
(44
|
)
|
Other (charges) gains, net
|
—
|
|
|
(55
|
)
|
|
55
|
|
Operating profit (loss)
|
343
|
|
|
170
|
|
|
173
|
|
Equity in net earnings of affiliates
|
58
|
|
|
47
|
|
|
11
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
26
|
|
|
22
|
|
|
4
|
|
Interest expense
|
(33
|
)
|
|
(29
|
)
|
|
(4
|
)
|
Dividend income - cost investments
|
32
|
|
|
29
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
432
|
|
|
240
|
|
|
192
|
|
Earnings (loss) from continuing operations
|
367
|
|
|
184
|
|
|
183
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss)
|
365
|
|
|
184
|
|
|
181
|
|
Net earnings (loss) attributable to Celanese Corporation
|
363
|
|
|
183
|
|
|
180
|
|
Other Data
|
|
|
|
|
|
|||
Depreciation and amortization
|
79
|
|
|
71
|
|
|
8
|
|
SG&A expenses as a percentage of Net sales
|
7.9
|
%
|
|
7.0
|
%
|
|
|
|
Operating margin
(1)
|
18.5
|
%
|
|
11.6
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Restructuring
|
—
|
|
|
(2
|
)
|
|
2
|
|
Plant/office closures
|
—
|
|
|
(53
|
)
|
|
53
|
|
Total Other (charges) gains, net
|
—
|
|
|
(55
|
)
|
|
55
|
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of
March 31, 2018 |
|
As of
December 31, 2017 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
490
|
|
|
576
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
425
|
|
|
326
|
|
Long-term debt, net of unamortized deferred financing costs
|
3,343
|
|
|
3,315
|
|
Total debt
|
3,768
|
|
|
3,641
|
|
•
|
higher pricing for most of our products in our Acetyl Intermediates segment;
|
•
|
higher volume in our Engineered Materials segment, primarily related to Net sales generated from the nylon compounding division of Nilit Group ("Nilit") and from Omni Plastics, L.L.C. ("Omni Plastics") that we acquired in May 2017 and February 2018, respectively, as well as within our base business due to new project launches and pipeline growth. See
Note 3 - Acquisitions, Dispositions and Plant Closures
in the accompanying unaudited interim consolidated financial statements for further information; and
|
•
|
a favorable currency impact across all of our segments resulting from a strong Euro relative to the US dollar.
|
•
|
higher Net sales; and
|
•
|
a favorable impact of
$53 million
to Other (charges) gains, net. During the three months ended March 31, 2017, we provided notice of termination of a contract with a key raw materials supplier at our ethanol production unit in Nanjing, China. As a result, we recorded a
$27 million
contract termination charge and an
$18 million
reduction to our non-income tax receivable, which did not recur in the current year. See
Note 14 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information;
|
•
|
higher raw material costs across most of our segments;
|
•
|
higher plant spending of $21 million in our Engineered Materials segment; and
|
•
|
higher functional and project spending of $15 million.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2018
|
|
2017
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
665
|
|
|
514
|
|
|
151
|
|
|
29.4
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
19
|
%
|
|
|
|
|
|
|
|||
Price
|
3
|
%
|
|
|
|
|
|
|
|||
Currency
|
7
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Operating profit (loss)
|
127
|
|
|
104
|
|
|
23
|
|
|
22.1
|
%
|
Operating margin
|
19.1
|
%
|
|
20.2
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
54
|
|
|
43
|
|
|
11
|
|
|
25.6
|
%
|
Depreciation and amortization
|
32
|
|
|
25
|
|
|
7
|
|
|
28.0
|
%
|
•
|
higher volume primarily due to Net sales generated from Nilit and Omni Plastics, which represents approximately three-fourths of the increase in volume;
|
•
|
higher volume within our base business driven by new project launches and pipeline growth, which represents the remainder of the volume growth;
|
•
|
a favorable currency impact resulting from a strong Euro relative to the US dollar; and
|
•
|
higher pricing for most of our products due to customer mix.
|
•
|
higher Net sales;
|
•
|
higher plant spending of $21 million, primarily related to our acquisitions of Nilit and Omni Plastics, as these acquired businesses incur ongoing plant spending, as well as increased distribution costs; and
|
•
|
higher raw material costs, primarily related to methanol.
|
•
|
an increase in equity investment in earnings of $9 million from our Ibn Sina strategic affiliate as a result of higher methyl tertiary-butyl ether ("MTBE") pricing and an increase in our indirect economic ownership from 25% to 32.5% as a result of the startup of its polyoxymethylene production facility in Saudi Arabia during the three months ended December 31, 2017.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2018
|
|
2017
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
168
|
|
|
191
|
|
|
(23
|
)
|
|
(12.0
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(9
|
)%
|
|
|
|
|
|
|
|||
Price
|
(4
|
)%
|
|
|
|
|
|
|
|||
Currency
|
1
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(100.0
|
)%
|
Operating profit (loss)
|
46
|
|
|
62
|
|
|
(16
|
)
|
|
(25.8
|
)%
|
Operating margin
|
27.4
|
%
|
|
32.5
|
%
|
|
|
|
|
||
Dividend income - cost investments
|
32
|
|
|
29
|
|
|
3
|
|
|
10.3
|
%
|
Depreciation and amortization
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
%
|
•
|
lower acetate tow pricing and volume due to lower global industry utilization.
|
•
|
lower Net sales.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2018
|
|
2017
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
274
|
|
|
245
|
|
|
29
|
|
|
11.8
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(3
|
)%
|
|
|
|
|
|
|
|||
Price
|
7
|
%
|
|
|
|
|
|
|
|||
Currency
|
8
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Operating profit (loss)
|
23
|
|
|
25
|
|
|
(2
|
)
|
|
(8.0
|
)%
|
Operating margin
|
8.4
|
%
|
|
10.2
|
%
|
|
|
|
|
|
|
Depreciation and amortization
|
9
|
|
|
8
|
|
|
1
|
|
|
12.5
|
%
|
•
|
higher pricing in our emulsion polymers business due to higher raw material costs for vinyl acetate monomer ("VAM") across all regions; and
|
•
|
a favorable currency impact resulting from a strong Euro relative to the US dollar.
|
•
|
higher raw material costs of $18 million, primarily VAM;
|
•
|
higher Net sales.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2018
|
|
2017
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
871
|
|
|
619
|
|
|
252
|
|
|
40.7
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
5
|
%
|
|
|
|
|
|
|
|||
Price
|
30
|
%
|
|
|
|
|
|
|
|||
Currency
|
6
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
(53
|
)
|
|
53
|
|
|
(100.0
|
)%
|
Operating profit (loss)
|
231
|
|
|
27
|
|
|
204
|
|
|
755.6
|
%
|
Operating margin
|
26.5
|
%
|
|
4.4
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
26
|
|
|
26
|
|
|
—
|
|
|
—
|
%
|
•
|
higher pricing due to higher industry utilization rates, which positively impacted pricing for most of our products;
|
•
|
a favorable currency impact resulting from a strong Euro relative to the US dollar; and
|
•
|
higher volume for acetic acid and VAM, which represents all of the increase in volume, primarily due to higher demand in China.
|
•
|
higher Net sales; and
|
•
|
a favorable impact of
$53 million
to Other (charges) gains, net. During the three months ended March 31, 2017, we provided notice of termination of a contract with a key raw materials supplier at our ethanol production unit in Nanjing, China. As a result, we recorded a
$27 million
contract termination charge and an
$18 million
reduction to our non-income tax receivable, which did not recur in the current year. See
Note 14 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information;
|
•
|
higher raw material costs, primarily for methanol.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2018
|
|
2017
|
|
|
||||||
|
|
|
(As Adjusted)
|
|
|
|
|
||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(100.0
|
)%
|
Operating profit (loss)
|
(83
|
)
|
|
(48
|
)
|
|
(35
|
)
|
|
72.9
|
%
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
%
|
Non-operating pension and other postretirement employee benefit (expense) income
|
26
|
|
|
22
|
|
|
4
|
|
|
18.2
|
%
|
Depreciation and amortization
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
%
|
•
|
higher functional and project spending of $15 million, primarily related to ongoing merger, acquisition and integration related costs; and
|
•
|
higher incentive compensation cost of $12 million.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
unfavorable trade working capital of
$153 million
primarily due to an increase in trade receivables as a result of an increase in Net sales in our Acetyl Intermediates segment; and
|
•
|
an increase of $27 million in cash taxes paid and incentive compensation;
|
•
|
an increase in net earnings.
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
a net cash outflow of
$144 million
related to the acquisition of Omni in February 2018; and
|
•
|
an increase of
$24 million
in capital expenditures related to growth opportunities in our Engineered Materials segment.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
a decrease of
$128 million
in share repurchases of our Common Stock; and
|
•
|
an increase in net borrowings on short-term debt of
$115 million
, primarily as a result of borrowings under our revolving credit facility during the three months ended
March 31, 2018
.
|
Period
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as Part of Publicly
Announced Program
|
|
Approximate Dollar
Value of Shares Remaining that may be Purchased Under the Program (2) |
||||||
|
|
(unaudited)
|
||||||||||||
January 1-31, 2018
|
|
29,877
|
|
|
$
|
107.89
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
February 1-28, 2018
|
|
20,567
|
|
|
$
|
104.05
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
March 1-31, 2018
|
|
3,265
|
|
|
$
|
102.67
|
|
|
—
|
|
|
$
|
1,531,000,000
|
|
Total
|
|
53,709
|
|
|
|
|
—
|
|
|
|
(1)
|
Represents shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of
$3.9 billion
of our Common Stock since February 2008.
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
2.1†
|
|
|
|
|
|
2.1(a)
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.1(a)
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*‡
|
|
|
|
|
|
10.2*‡
|
|
|
|
|
|
10.3*‡
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
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.
|
*
|
Filed herewith.
|
†
|
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.
|
‡
|
Indicates a management contract or compensatory plan or arrangement.
|
(1)
|
The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
|
|
|
Mark C. Rohr
|
|
|
|
|
Chairman of the Board of Directors and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 17, 2018
|
|
|
By:
|
/s/ SCOTT A. RICHARDSON
|
|
|
|
|
Scott A. Richardson
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 17, 2018
|
|
|
1
Remove all bracketed verbiage relating to "Retirement" and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for the annual grant awards and for new hire awards.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
Mark C. Rohr
|
||
|
|
Chairman and Chief Executive Officer
|
|
|
* Note: The provisions that relate to Relative TSR shall apply to certain of the Company’s Executive Officers and such other Participants as the Committee shall determine. Other Participants shall have the same Performance RSU without the Relative TSR feature. Definitions germane only to the Relative TSR feature will be removed from the award agreement for such Participants.
|
|
Result
|
Goal Achievement for Performance Period
2
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than $
|
0%
|
Adjusted EPS
|
Threshold
|
$
|
50%
|
(70% weighting)
|
Target
|
$
|
100%
|
|
Superior
|
$ or more
|
200%
3
|
|
|
|
Result
|
Goal Achievement for Performance Period
2
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than
|
0%
|
ROCE
|
Threshold
|
|
50%
|
(30% weighting)
|
Target
|
—
|
100%
|
|
Superior
|
or more
|
200%
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
<<Name, Title>>
|
|
PARTICIPANT
|
|||
|
|
|
||
|
|
|
||
|
By:
|
|
|
|
|
Name:
|
<<Name>>
|
||
|
|
|
|
|
|
Date:
|
|
|
1.
|
Last Day of Employment
.
The last day of employment with the Company is:
March 2, 2018
(“Separation Date”).
In order to remain on the payroll until the aforementioned date and receive the Consideration set forth in Paragraph 2 below, Executive shall comply with all Company policies and procedures and, if requested, perform Executive’s duties faithfully, to the best of Executive’s ability and to the satisfaction of the Company, while devoting Executive’s full business efforts and time to the Company and to the promotion of its business as needed, including but not limited to work on projects assigned to Executive and assistance with transition duties.
|
2.
|
Consideration
. Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, the Company and Executive agree:
|
a.
|
Voluntary Resignation
.
Executive agrees to voluntarily resign as a Company Officer on February 15, 2018 and from employment effective on the Separation Date. Using the format set forth at
Exhibit A
, Executive will sign a voluntary resignation letter as described above.
|
b.
|
Annual Bonus
.
For 2017, Executive will receive a bonus per the bonus calculation sheet delivered to Executive on February 15, 2018, minus lawful deductions, based on his individual performance rating as determined by the Compensation Committee of the Celanese Board of Directors and Company performance. The 2017 bonus payout will be paid to the Executive during the 2018 calendar year, but in no event later than March 15, 2018.
|
c.
|
Long-Term Equity Awards (
“
LTI
”
)
.
The Company and Executive agree that, notwithstanding any provision in his Long-Term Equity Award Agreements to the contrary, based on the terms and provisions of this Agreement and departure on the Separation Date, Executive will vest in a prorated portion of the outstanding Long-Term Equity Awards as summarized in
Exhibit B
.
|
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 2018, and any approved vacation carried over from 2017, under the
|
f.
|
Company Benefit Plans
.
Medical and dental coverage will continue according to the Employee’s current medical and dental plan elections, under COBRA, with no premium cost to the Employee after the Separation Date, until the earlier of three (3) full months after the last day in the month of separation (June 30, 2018), or the date on which 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.
|
g.
|
COBRA Coverage
. Employee shall be entitled to elect to continue medical and dental coverage, at his expense, under COBRA for an additional fifteen (15) months following the expiration of the coverage period described in Section 2(f) above, provided the Employee is not covered under another medical or dental plan.
|
h.
|
Return of Company Property
.
Executive will surrender to the Company, on a mutually agreeable date, all Company materials, including, but not limited to Executive’s Company laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for resolving any outstanding balances on the Company credit card.
|
i.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
3.
|
No Consideration Absent Execution of this Agreement
. Executive understands and agrees that Executive would not receive the monies and/or benefits specified in Paragraph 2 above, unless Executive signs this Agreement on the signature page without having revoked this Agreement pursuant to Paragraph 15 below, signs the letters at
Exhibits A and C (Non-Revocation Letter)
and fulfills the promises contained herein.
|
4.
|
General Release of Claims
. Executive knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the People’s Republic of China (PRC), The United Kingdom (U.K.). The Netherlands and The Federal Republic of Germany (FRG), the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as the “
Company
”), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have against the Company as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
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The Family Medical Leave Act of 1993 (FMLA);
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•
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The Texas Civil Rights Act, as amended;
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•
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The Texas Minimum Wage Law, as amended;
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•
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Equal Pay Law for Texas, as amended;
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•
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Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas, or any law, regulation or ordinance of a foreign country, including but not limited to the Peoples Republic of China (PRC), Federal Republic of Germany (FRG), The Netherlands and the United Kingdom (U.K.);
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•
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Any public policy, contract, tort, or common law;
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•
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The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the PRC, U.K. The Netherlands and the FRG; and any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
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•
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Provided however, nothing in this release or Agreement is intended to waive any rights Executive may have, if any, to indemnification or defense for claims brought by third parties or shareholders for acts, omissions or events occurring or performed by Executive, within the course and scope of his responsibilities, in his capacity as an officer of the Company or its affiliates, including any rights under any director and officer liability insurance policy maintained by the Company.
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5.
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Affirmations
. Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Company in any forum or form; provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission (“
EEOC
”), OSHA, The National Labor Relations Board (“
NLRB
”), or a charge or complaint under applicable securities laws with the Securities and Exchange Commission (“
SEC
”) or any other federal, state, or municipal agency with appropriate jurisdiction (a “
Government Agency
”), subject to the restriction that if any such charge or complaint is filed, Employee agrees not to violate the confidentiality provisions of this Agreement, except by an order of a court having competent jurisdiction, if permitted by applicable law, or if in connection with confidential communications with a Government Agency or an investigation conducted by a Government Agency with appropriate jurisdiction. Employee further agrees and covenants that should Executive or any other person, organization, or other entity file, charge, claim, sue or cause
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6.
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Confidentiality
. Executive and the Company agree not to disclose any information regarding the existence or substance of this Agreement, except to Executive’s spouse, tax advisor, and an attorney with whom Executive chooses to consult regarding Executive’s consideration of this Agreement or as permitted or required by applicable law.
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7.
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Notification of Allowable Disclosure of Trade Secret Information in the United States.
Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
Further, if Executive files a lawsuit against the Company alleging retaliation for reporting a suspected violation of law, the Executive may disclose the trade secret to Executive’s attorney. Executive may also use the trade secret information in a court proceeding, provided
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8.
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Non-competition/Non-solicitation/Non-hire.
Executive acknowledges and recognizes the highly competitive and confidential nature of the business of the Company. The Long-Term Incentive Award Claw-Back Agreement (“
Clawback Agreement
”), dated 1/1/2009, a copy of which is attached as
Exhibit D
, include, among other obligations, promises made by Executive regarding safeguarding confidential Company information, non-competition with the Company and the non-solicitation/no hire of current employees and contractors. The Clawback Agreement remains in full force and effect and is part of this Agreement, except that Executive agrees that, for purposes of this Agreement, the Restricted Period shall be a total of three (3) years from the Separation Date for the non-competition provision and three (3) years for non-solicitation/non-hire of employees.
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9.
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Governing Law and Interpretation
. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event Executive or the Company breaches any provision of this Agreement, Executive and the Company affirm that either may institute an action to specifically enforce any term or provision of this Agreement. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
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10.
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Non-admission of Wrongdoing
. The parties agree that neither this Agreement nor the furnishing of the consideration for the release contained in this Agreement shall be deemed or construed at any time for any purpose as an admission by the Company of any liability or unlawful conduct of any kind.
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11.
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Non-Disparagement.
Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers, managers. Likewise the Company’s senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, Executive’s reputation and/or Executive’s business.
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12.
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Future Cooperation after Separation Date.
After the Separation Date,
Executive agrees to make reasonable efforts to assist Company including but not limited to: responding to telephone calls, assisting with transition duties, assisting with issues that arise after the Separation Date and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Executive for reasonable time and expenses in connection with any future cooperation after the Separation Date, at Executive’s current annual base pay, converted to an hourly rate. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse Executive within 30 days of remittance by Executive to the Company of such time and expenses incurred.
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13.
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Injunctive Relief.
Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by Executive of this Agreement and that monetary damages would be grossly inadequate. Accordingly, Executive agrees that in the event of a breach, or threatened breach by Executive of this Agreement the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity.
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14.
|
Review Period
. Executive is hereby advised Executive has up to twenty-one (21) calendar days, from the date Executive receives it, to review this Agreement and to consult with an attorney prior to execution of this Agreement. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
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15.
|
Revocation Period and Effective Date
. If Executive signs and returns to the Company a copy of this Agreement, Executive has a period of seven (7) days (“
Revocation Period
”) following the date of such execution to revoke this Agreement, after which time this Agreement will become effective (“
Effective Date
”) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after Executive signs this Agreement at which time the Revocation Period shall expire.
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16.
|
Amendment
. This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement.
|
17.
|
Entire Agreement
. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to Employee. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this Agreement, except for those set forth in this Agreement
.
Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long-Term Incentive Award Claw Back Agreement, except as modified herein, executed by Employee shall remain in full force and effect.
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18.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY.
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Executive
|
Celanese Corporation:
|
|
By:
/s/ Christopher W. Jensen
|
By:
|
/s/ Shannon Jurecka
|
ACCEPTED AND AGREED:
|
|
Participant
|
|
||
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By:
|
/s/ Christopher Jensen
|
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Name: Christopher Jensen
|
||
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|
Employee ID:
|
9,484
|
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|
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Date:
|
January 21, 2009
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 17, 2018
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 17, 2018
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 17, 2018
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 17, 2018
|