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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, 2019
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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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2019
|
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2018
|
||
|
(In $ millions, except share and per share data)
|
||||
Net sales
|
1,687
|
|
|
1,851
|
|
Cost of sales
|
(1,234
|
)
|
|
(1,336
|
)
|
Gross profit
|
453
|
|
|
515
|
|
Selling, general and administrative expenses
|
(120
|
)
|
|
(147
|
)
|
Amortization of intangible assets
|
(6
|
)
|
|
(6
|
)
|
Research and development expenses
|
(16
|
)
|
|
(18
|
)
|
Other (charges) gains, net
|
4
|
|
|
—
|
|
Foreign exchange gain (loss), net
|
5
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
Operating profit (loss)
|
320
|
|
|
343
|
|
Equity in net earnings (loss) of affiliates
|
50
|
|
|
58
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
17
|
|
|
26
|
|
Interest expense
|
(31
|
)
|
|
(33
|
)
|
Interest income
|
1
|
|
|
2
|
|
Dividend income - equity investments
|
32
|
|
|
32
|
|
Other income (expense), net
|
(4
|
)
|
|
4
|
|
Earnings (loss) from continuing operations before tax
|
385
|
|
|
432
|
|
Income tax (provision) benefit
|
(46
|
)
|
|
(65
|
)
|
Earnings (loss) from continuing operations
|
339
|
|
|
367
|
|
Earnings (loss) from operation of discontinued operations
|
(1
|
)
|
|
(2
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
(1
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
338
|
|
|
365
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(1
|
)
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
337
|
|
|
363
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
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Earnings (loss) from continuing operations
|
338
|
|
|
365
|
|
Earnings (loss) from discontinued operations
|
(1
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
337
|
|
|
363
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
Continuing operations
|
2.65
|
|
|
2.69
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
Net earnings (loss) - basic
|
2.64
|
|
|
2.67
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
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Continuing operations
|
2.64
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|
|
2.68
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
Net earnings (loss) - diluted
|
2.63
|
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|
2.66
|
|
Weighted average shares - basic
|
127,542,328
|
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|
135,916,446
|
|
Weighted average shares - diluted
|
128,215,700
|
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|
136,383,735
|
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Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
338
|
|
|
365
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
7
|
|
|
49
|
|
Gain (loss) on cash flow hedges
|
(3
|
)
|
|
(1
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)
|
Pension and postretirement benefits gain (loss)
|
—
|
|
|
1
|
|
Total other comprehensive income (loss), net of tax
|
4
|
|
|
49
|
|
Total comprehensive income (loss), net of tax
|
342
|
|
|
414
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(1
|
)
|
|
(2
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
341
|
|
|
412
|
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Three Months Ended March 31,
|
||||||||||
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2019
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2018
|
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Shares
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Amount
|
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Shares
|
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Amount
|
||||
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(In $ millions, except share data)
|
||||||||||
Common Stock
|
|
|
|
|
|
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|
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Balance as of the beginning of the period
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128,095,849
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—
|
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135,769,256
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|
—
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Stock option exercises
|
9,937
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|
|
—
|
|
|
—
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|
—
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Purchases of treasury stock
|
(1,972,291
|
)
|
|
—
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|
—
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|
|
—
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Stock awards
|
478,997
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|
—
|
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|
86,454
|
|
|
—
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Balance as of the end of the period
|
126,612,492
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|
|
—
|
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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
|
40,323,105
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(2,849
|
)
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32,387,713
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(2,031
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)
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Purchases of treasury stock, including related fees
|
1,972,291
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(200
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)
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|
—
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|
—
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Issuance of treasury stock for stock option exercises
|
(9,937
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)
|
|
1
|
|
|
—
|
|
|
—
|
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Balance as of the end of the period
|
42,285,459
|
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|
(3,048
|
)
|
|
32,387,713
|
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(2,031
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)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
233
|
|
|
|
|
175
|
|
||
Stock-based compensation, net of tax
|
|
|
(8
|
)
|
|
|
|
17
|
|
||
Stock option exercises, net of tax
|
|
|
(1
|
)
|
|
|
|
—
|
|
||
Balance as of the end of the period
|
|
|
224
|
|
|
|
|
192
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
5,847
|
|
|
|
|
4,920
|
|
||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
337
|
|
|
|
|
363
|
|
||
Common stock dividends
|
|
|
(70
|
)
|
|
|
|
(63
|
)
|
||
Balance as of the end of the period
|
|
|
6,114
|
|
|
|
|
5,220
|
|
||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
(247
|
)
|
|
|
|
(177
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
|
4
|
|
|
|
|
49
|
|
||
Balance as of the end of the period
|
|
|
(243
|
)
|
|
|
|
(128
|
)
|
||
Total Celanese Corporation stockholders' equity
|
|
|
3,047
|
|
|
|
|
3,253
|
|
||
Noncontrolling Interests
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
395
|
|
|
|
|
412
|
|
||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
1
|
|
|
|
|
2
|
|
||
(Distributions to) contributions from noncontrolling interests
|
|
|
(4
|
)
|
|
|
|
(2
|
)
|
||
Balance as of the end of the period
|
|
|
392
|
|
|
|
|
412
|
|
||
Total equity
|
|
|
3,439
|
|
|
|
|
3,665
|
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
||
Net earnings (loss)
|
338
|
|
|
365
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
|
|
|
|
||
Depreciation, amortization and accretion
|
84
|
|
|
80
|
|
Pension and postretirement net periodic benefit cost
|
(15
|
)
|
|
(24
|
)
|
Pension and postretirement contributions
|
(12
|
)
|
|
(12
|
)
|
Deferred income taxes, net
|
(5
|
)
|
|
(4
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
—
|
|
|
1
|
|
Stock-based compensation
|
14
|
|
|
22
|
|
Undistributed earnings in unconsolidated affiliates
|
21
|
|
|
19
|
|
Other, net
|
6
|
|
|
5
|
|
Operating cash provided by (used in) discontinued operations
|
—
|
|
|
—
|
|
Changes in operating assets and liabilities
|
|
|
|
||
Trade receivables - third party and affiliates, net
|
6
|
|
|
(190
|
)
|
Inventories
|
40
|
|
|
(27
|
)
|
Other assets
|
(23
|
)
|
|
(29
|
)
|
Trade payables - third party and affiliates
|
(81
|
)
|
|
—
|
|
Other liabilities
|
(66
|
)
|
|
(63
|
)
|
Net cash provided by (used in) operating activities
|
307
|
|
|
143
|
|
Investing Activities
|
|
|
|
||
Capital expenditures on property, plant and equipment
|
(79
|
)
|
|
(86
|
)
|
Acquisitions, net of cash acquired
|
(91
|
)
|
|
(144
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
9
|
|
Other, net
|
(7
|
)
|
|
(14
|
)
|
Net cash provided by (used in) investing activities
|
(177
|
)
|
|
(235
|
)
|
Financing Activities
|
|
|
|
||
Net change in short-term borrowings with maturities of 3 months or less
|
197
|
|
|
101
|
|
Proceeds from short-term borrowings
|
—
|
|
|
36
|
|
Repayments of short-term borrowings
|
(12
|
)
|
|
(38
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
(7
|
)
|
|
(31
|
)
|
Purchases of treasury stock, including related fees
|
(212
|
)
|
|
—
|
|
Stock option exercises
|
—
|
|
|
—
|
|
Common stock dividends
|
(70
|
)
|
|
(63
|
)
|
(Distributions to) contributions from noncontrolling interests
|
(4
|
)
|
|
(2
|
)
|
Other, net
|
(22
|
)
|
|
(5
|
)
|
Net cash provided by (used in) financing activities
|
(130
|
)
|
|
(2
|
)
|
Exchange rate effects on cash and cash equivalents
|
2
|
|
|
8
|
|
Net increase (decrease) in cash and cash equivalents
|
2
|
|
|
(86
|
)
|
Cash and cash equivalents as of beginning of period
|
439
|
|
|
576
|
|
Cash and cash equivalents as of end of period
|
441
|
|
|
490
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In August 2018, the FASB issued ASU 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.
|
|
The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant.
|
|
January 1, 2020. Early adoption is permitted.
|
|
The Company is currently evaluating the impact of adoption on its financial statement disclosures.
|
|
|
|
|
|
|
|
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.
|
|
The Company adopted the new guidance effective January 1, 2019. The adoption of the new guidance did not have a material impact on the Company.
|
|
|
|
|
|
|
|
In February 2016, the FASB issued ASU 2016-02, Leases. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-02.
|
|
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. Subsequent guidance issued after February 2016 did not change the core principle of ASU 2016-02.
|
|
January 1, 2019.
|
|
The Company adopted the new guidance effective January 1, 2019, using the modified retrospective transition method, which did not require the Company to adjust comparative periods. See the
Adoption of ASU 2016-02
section below for additional information.
|
|
|
|
|
|
|
|
•
|
the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification;
|
•
|
the land easements practical expedient, which allowed the Company to carry forward the accounting treatment for land easements on existing agreements;
|
•
|
the short-term lease practical expedient, which allowed the Company to exclude short-term leases from recognition in the unaudited consolidated balance sheets; and
|
•
|
the bifurcation of lease and non-lease components practical expedient, which did not require the Company to bifurcate lease and non-lease components for all classes of assets.
|
•
|
Omni Plastics
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
23
|
|
|
24
|
|
Trade receivables, net - third party and affiliates
|
10
|
|
|
11
|
|
Property, plant and equipment (net of accumulated depreciation - 2019: $140; 2018: $130)
|
650
|
|
|
659
|
|
Intangible assets (net of accumulated amortization - 2019: $3; 2018: $3)
|
23
|
|
|
23
|
|
Other assets
|
4
|
|
|
5
|
|
Total assets
(1)
|
710
|
|
|
722
|
|
|
|
|
|
||
Trade payables
|
8
|
|
|
16
|
|
Other liabilities
(2)
|
7
|
|
|
4
|
|
Total debt
|
4
|
|
|
5
|
|
Deferred income taxes
|
3
|
|
|
3
|
|
Total liabilities
|
22
|
|
|
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, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
39
|
|
|
42
|
|
|
|
|
|
||
Trade payables
|
23
|
|
|
27
|
|
Current installments of long-term debt
|
15
|
|
|
14
|
|
Long-term debt
|
54
|
|
|
57
|
|
Total liabilities
|
92
|
|
|
98
|
|
|
|
|
|
||
Maximum exposure to loss
|
125
|
|
|
133
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Finished goods
|
678
|
|
|
697
|
|
Work-in-process
|
67
|
|
|
70
|
|
Raw materials and supplies
|
264
|
|
|
279
|
|
Total
|
1,009
|
|
|
1,046
|
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl Chain
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2018
|
707
|
|
|
148
|
|
|
202
|
|
|
1,057
|
|
Acquisitions
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
Exchange rate changes
|
(8
|
)
|
|
—
|
|
|
(3
|
)
|
|
(11
|
)
|
As of March 31, 2019
(1)
|
728
|
|
|
148
|
|
|
199
|
|
|
1,075
|
|
(1)
|
There were
$0 million
of accumulated impairment losses as of
March 31, 2019
.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2018
|
42
|
|
|
651
|
|
|
44
|
|
|
56
|
|
|
793
|
|
|
Acquisitions
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
(1)
|
Exchange rate changes
|
1
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
As of March 31, 2019
|
43
|
|
|
669
|
|
|
44
|
|
|
56
|
|
|
812
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2018
|
(33
|
)
|
|
(495
|
)
|
|
(32
|
)
|
|
(35
|
)
|
|
(595
|
)
|
|
Amortization
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
Exchange rate changes
|
(1
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
As of March 31, 2019
|
(34
|
)
|
|
(492
|
)
|
|
(33
|
)
|
|
(36
|
)
|
|
(595
|
)
|
|
Net book value
|
9
|
|
|
177
|
|
|
11
|
|
|
20
|
|
|
217
|
|
|
(1)
|
Represents intangible assets acquired related to Next Polymers Ltd. with a weighted average amortization period of
13 years
.
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
As of December 31, 2018
|
112
|
|
Acquisitions
|
4
|
|
Accumulated impairment losses
|
—
|
|
Exchange rate changes
|
(1
|
)
|
As of March 31, 2019
|
115
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
3
|
|
|
3
|
|
Benefit obligations (
Note 11
)
|
30
|
|
|
30
|
|
Customer rebates (
Note 21
)
|
46
|
|
|
76
|
|
Derivatives (
Note 17
)
|
4
|
|
|
7
|
|
Environmental (
Note 12
)
|
20
|
|
|
20
|
|
Insurance
|
4
|
|
|
4
|
|
Interest
|
23
|
|
|
21
|
|
Operating leases (
Note 16
)
|
32
|
|
|
—
|
|
Restructuring (
Note 14
)
|
1
|
|
|
4
|
|
Salaries and benefits
|
64
|
|
|
119
|
|
Sales and use tax/foreign withholding tax payable
|
39
|
|
|
22
|
|
Other
|
45
|
|
|
37
|
|
Total
|
311
|
|
|
343
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
363
|
|
|
367
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
56
|
|
|
77
|
|
Revolving credit facility
(2)
|
247
|
|
|
40
|
|
Accounts receivable securitization facility
(3)
|
77
|
|
|
77
|
|
Total
|
743
|
|
|
561
|
|
(1)
|
The weighted average interest rate was
3.0%
and
3.2%
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(2)
|
The weighted average interest rate was
1.5%
and
6.0%
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(3)
|
The weighted average interest rate was
3.4%
and
3.1%
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior unsecured notes due 2019, interest rate of 3.250%
|
337
|
|
|
343
|
|
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%
|
841
|
|
|
857
|
|
Senior unsecured notes due 2025, interest rate of 1.250%
|
337
|
|
|
343
|
|
Senior unsecured notes due 2027, interest rate of 2.125%
|
558
|
|
|
568
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
|
167
|
|
|
167
|
|
Nilit bank loans due at various dates through 2026
(1)
|
10
|
|
|
10
|
|
Obligations under finance leases due at various dates through 2054
|
163
|
|
|
167
|
|
Subtotal
|
3,313
|
|
|
3,355
|
|
Unamortized debt issuance costs
(2)
|
(17
|
)
|
|
(18
|
)
|
Current installments of long-term debt
|
(363
|
)
|
|
(367
|
)
|
Total
|
2,933
|
|
|
2,970
|
|
(1)
|
The weighted average interest rate was
1.3%
and
1.3%
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(2)
|
Related to the Company's long-term debt, excluding obligations under finance leases.
|
|
As of
March 31, 2019 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
(1)
|
247
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
(2)
|
1,003
|
|
(1)
|
The Company borrowed
$371 million
and repaid
$161 million
under its senior unsecured revolving credit facility during the
three months ended
March 31, 2019
.
|
(2)
|
The margin for borrowings under the senior unsecured revolving credit facility was
1.5%
above LIBOR or EURIBOR at current Company credit ratings.
|
(1)
|
Outstanding accounts receivable transferred to the SPE was
$188 million
.
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||
|
(In $ millions)
|
||||||||||
Service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Interest cost
|
29
|
|
|
—
|
|
|
26
|
|
|
—
|
|
Expected return on plan assets
|
(46
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
Total
|
(15
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
As of
March 31, 2019 |
|
Total
Expected
2019
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
6
|
|
|
22
|
|
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
|
|
|
9
|
|
(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 2018
|
17
|
|
0.54
|
|
2.16
|
|
May 2018
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2019 |
||||||||
|
2019
|
|
2018
|
|
|||||||
Shares repurchased
|
1,972,291
|
|
|
—
|
|
|
49,685,002
|
|
|||
Average purchase price per share
|
$
|
101.41
|
|
|
$
|
—
|
|
|
$
|
67.48
|
|
Shares repurchased (in $ millions)
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
3,353
|
|
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,
|
||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount |
||||||
|
(In $ millions)
|
||||||||||||||||
Foreign currency translation gain (loss)
|
13
|
|
|
(6
|
)
|
|
7
|
|
|
45
|
|
|
4
|
|
|
49
|
|
Gain (loss) on cash flow hedges
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
Pension and postretirement benefits gain (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
10
|
|
|
(6
|
)
|
|
4
|
|
|
44
|
|
|
5
|
|
|
49
|
|
|
Foreign
Currency
Translation Gain (Loss)
|
|
Gain (Loss)
on Cash
Flow
Hedges
(
Note 17
)
|
|
Pension
and
Postretirement
Benefits Gain (Loss)
(
Note 11
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2018
|
(236
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(247
|
)
|
Other comprehensive income (loss) before reclassifications
|
13
|
|
|
(1
|
)
|
|
—
|
|
|
12
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Income tax (provision) benefit
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
As of March 31, 2019
|
(229
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(243
|
)
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Restructuring
|
1
|
|
|
—
|
|
Plant/office closures
|
(1
|
)
|
|
—
|
|
Commercial disputes
|
4
|
|
|
—
|
|
Total
|
4
|
|
|
—
|
|
|
Three Months Ended
March 31, |
||
|
2019
|
|
2018
|
|
(In percentages)
|
||
Effective income tax rate
|
12
|
|
15
|
|
Three Months Ended
March 31, 2019 |
|
Statement of Operations Classification
|
|
|
(In $ millions)
|
|
|
|
Lease Cost
|
|
|
|
|
Operating lease cost
|
10
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Short-term lease cost
|
5
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Variable lease cost
|
2
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Finance lease cost
|
|
|
|
|
Amortization of leased assets
|
5
|
|
|
Cost of sales
|
Interest on lease liabilities
|
5
|
|
|
Interest expense
|
Sublease income
|
—
|
|
|
Other income (expense), net
|
Total net lease cost
|
27
|
|
|
|
|
As of
March 31, 2019 |
|
Balance Sheet Classification
|
|
|
(In $ millions)
|
|
|
|
Leases
|
|
|
|
|
Assets
|
|
|
|
|
Operating lease assets
|
210
|
|
|
Operating lease ROU assets
|
Finance lease assets
|
101
|
|
|
Property, plant and equipment, net
|
Total leased assets
|
311
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Operating
|
32
|
|
|
Current Other liabilities
|
Finance
|
24
|
|
|
Short-term borrowings and current
installments of long-term debt
|
Noncurrent
|
|
|
|
|
Operating
|
193
|
|
|
Operating lease liabilities
|
Finance
|
139
|
|
|
Long-term debt
|
Total lease liabilities
|
388
|
|
|
|
|
As of
March 31, 2019 |
|
Weighted-Average Remaining Lease Term (years)
|
|
|
Operating leases
|
15.1
|
|
Finance leases
|
7.2
|
|
|
|
|
Weighted-Average Discount Rate
|
|
|
Operating leases
|
2.7
|
%
|
Finance leases
|
11.7
|
%
|
|
Three Months Ended
March 31, 2019 |
|
|
(In $ millions)
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
Operating cash flows from operating leases
|
10
|
|
Operating cash flows from finance leases
|
5
|
|
Financing cash flows from finance leases
|
6
|
|
|
|
|
ROU assets obtained in exchange for new finance lease liabilities
|
—
|
|
ROU assets obtained in exchange for new operating lease liabilities
|
—
|
|
|
As of March 31, 2019
|
||||
|
Operating Leases
|
|
Finance Leases
|
||
|
(In $ millions)
|
||||
2019
|
29
|
|
|
31
|
|
2020
|
34
|
|
|
43
|
|
2021
|
25
|
|
|
41
|
|
2022
|
21
|
|
|
32
|
|
2023
|
19
|
|
|
23
|
|
Later years
|
147
|
|
|
88
|
|
Sublease income
|
—
|
|
|
—
|
|
Total lease payments
|
275
|
|
|
258
|
|
Less amounts representing interest
|
(50
|
)
|
|
(95
|
)
|
Total lease obligations
|
225
|
|
|
163
|
|
|
As of December 31, 2018
|
||||
|
Operating Leases
|
|
Capital Leases
|
||
|
(In $ millions)
|
||||
2019
|
43
|
|
|
42
|
|
2020
|
34
|
|
|
42
|
|
2021
|
25
|
|
|
40
|
|
2022
|
23
|
|
|
32
|
|
2023
|
21
|
|
|
23
|
|
Later years
|
130
|
|
|
88
|
|
Sublease income
|
—
|
|
|
—
|
|
Minimum lease commitments
|
276
|
|
|
267
|
|
Less amounts representing interest
|
|
|
(100
|
)
|
|
Present value of net minimum lease obligations
|
|
|
|
167
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In € millions)
|
||||
Total
|
1,130
|
|
|
1,550
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Total
|
400
|
|
|
400
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Total
|
737
|
|
|
1,071
|
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
|
|
||||||||
|
Three Months Ended March 31,
|
|
Statement of Operations Classification
|
||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||
|
(In $ millions)
|
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
||||
Commodity swaps
|
10
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
Cost of sales
|
Interest rate swaps
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
Total
|
(1
|
)
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency denominated debt (
Note 10
)
|
39
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
39
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
19
|
|
|
11
|
|
Gross amount offset in the consolidated balance sheets
|
6
|
|
|
2
|
|
Net amount presented in the consolidated balance sheets
|
13
|
|
|
9
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
3
|
|
Net amount
|
12
|
|
|
6
|
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
31
|
|
|
20
|
|
Gross amount offset in the consolidated balance sheets
|
6
|
|
|
2
|
|
Net amount presented in the consolidated balance sheets
|
25
|
|
|
18
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
3
|
|
Net amount
|
24
|
|
|
15
|
|
|
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, 2019
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
7
|
|
|
7
|
|
|
Current Other assets
|
Commodity swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Noncurrent Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
||
Foreign currency forwards and swaps
|
—
|
|
|
4
|
|
|
4
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
13
|
|
|
13
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Interest rate swap
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|
Noncurrent Other liabilities
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|
|
As of December 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
|
—
|
|
|
8
|
|
|
8
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
9
|
|
|
9
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
Noncurrent Other liabilities
|
Interest rate swaps
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
Noncurrent Other liabilities
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||
|
Carrying
Amount
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
||||
Equity investments without readily determinable fair values
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
35
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Long-term debt, including current installments of long-term debt
|
3,313
|
|
|
3,227
|
|
|
163
|
|
|
3,390
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
||||
Equity investments without readily determinable fair values
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
37
|
|
|
37
|
|
|
—
|
|
|
37
|
|
Long-term debt, including current installments of long-term debt
|
3,355
|
|
|
3,204
|
|
|
167
|
|
|
3,371
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl
Chain
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
||||||
|
(In $ millions)
|
|
||||||||||||||||
|
Three Months Ended March 31, 2019
|
|
||||||||||||||||
Net sales
|
663
|
|
|
166
|
|
|
889
|
|
|
—
|
|
|
(31
|
)
|
(1)
|
1,687
|
|
|
Other (charges) gains, net (
Note 14
)
|
15
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
4
|
|
|
Operating profit (loss)
|
144
|
|
|
40
|
|
|
202
|
|
|
(66
|
)
|
|
—
|
|
|
320
|
|
|
Equity in net earnings (loss) of affiliates
|
46
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
50
|
|
|
Depreciation and amortization
|
32
|
|
|
10
|
|
|
38
|
|
|
3
|
|
|
—
|
|
|
83
|
|
|
Capital expenditures
|
16
|
|
|
8
|
|
|
26
|
|
|
4
|
|
|
—
|
|
|
54
|
|
(2)
|
|
As of March 31, 2019
|
|
||||||||||||||||
Goodwill and intangible assets, net
|
1,018
|
|
|
153
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
1,407
|
|
|
Total assets
|
3,578
|
|
|
1,046
|
|
|
3,520
|
|
|
1,430
|
|
|
—
|
|
|
9,574
|
|
|
|
Three Months Ended March 31, 2018
|
|
||||||||||||||||
Net sales
|
665
|
|
|
168
|
|
|
1,051
|
|
|
—
|
|
|
(33
|
)
|
(1)
|
1,851
|
|
|
Other (charges) gains, net (
Note 14
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Operating profit (loss)
|
127
|
|
|
46
|
|
|
253
|
|
|
(83
|
)
|
|
—
|
|
|
343
|
|
|
Equity in net earnings (loss) of affiliates
|
54
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
58
|
|
|
Depreciation and amortization
|
32
|
|
|
10
|
|
|
35
|
|
|
2
|
|
|
—
|
|
|
79
|
|
|
Capital expenditures
|
21
|
|
|
—
|
|
|
34
|
|
|
2
|
|
|
—
|
|
|
57
|
|
(2)
|
|
As of December 31, 2018
|
|
||||||||||||||||
Goodwill and intangible assets, net
|
974
|
|
|
153
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
1,367
|
|
|
Total assets
|
4,012
|
|
|
1,032
|
|
|
3,471
|
|
|
798
|
|
|
—
|
|
|
9,313
|
|
|
(1)
|
Includes intersegment sales primarily related to the Acetyl Chain.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$25 million
and
$29 million
for the
three months ended
March 31, 2019
and
2018
, respectively.
|
|
|||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Engineered Materials
|
|
|
|
||
North America
|
196
|
|
|
179
|
|
Europe and Africa
|
302
|
|
|
337
|
|
Asia-Pacific
|
148
|
|
|
132
|
|
South America
|
17
|
|
|
17
|
|
Total
|
663
|
|
|
665
|
|
|
|
|
|
||
Acetate Tow
|
|
|
|
||
North America
|
34
|
|
|
35
|
|
Europe and Africa
|
63
|
|
|
70
|
|
Asia-Pacific
|
60
|
|
|
51
|
|
South America
|
9
|
|
|
12
|
|
Total
|
166
|
|
|
168
|
|
|
|
|
|
||
Acetyl Chain
|
|
|
|
||
North America
|
286
|
|
|
290
|
|
Europe and Africa
|
294
|
|
|
317
|
|
Asia-Pacific
|
256
|
|
|
378
|
|
South America
|
22
|
|
|
33
|
|
Total
(1)
|
858
|
|
|
1,018
|
|
(1)
|
Excludes intersegment sales of
$31 million
and
$33 million
for the
three months ended
March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(In $ millions, except share data)
|
||||
Amounts attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
338
|
|
|
365
|
|
Earnings (loss) from discontinued operations
|
(1
|
)
|
|
(2
|
)
|
Net earnings (loss)
|
337
|
|
|
363
|
|
|
|
|
|
||
Weighted average shares - basic
|
127,542,328
|
|
|
135,916,446
|
|
Incremental shares attributable to equity awards
|
673,372
|
|
|
467,289
|
|
Weighted average shares - diluted
|
128,215,700
|
|
|
136,383,735
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
624
|
|
|
1,373
|
|
|
(310
|
)
|
|
1,687
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
(1,077
|
)
|
|
301
|
|
|
(1,234
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
166
|
|
|
296
|
|
|
(9
|
)
|
|
453
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(80
|
)
|
|
—
|
|
|
(120
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(6
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
|
(16
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
116
|
|
|
213
|
|
|
(9
|
)
|
|
320
|
|
Equity in net earnings (loss) of affiliates
|
337
|
|
|
337
|
|
|
217
|
|
|
43
|
|
|
(884
|
)
|
|
50
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
15
|
|
|
2
|
|
|
—
|
|
|
17
|
|
Interest expense
|
—
|
|
|
(10
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|
17
|
|
|
(31
|
)
|
Interest income
|
—
|
|
|
13
|
|
|
2
|
|
|
3
|
|
|
(17
|
)
|
|
1
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
Earnings (loss) from continuing operations before tax
|
337
|
|
|
341
|
|
|
319
|
|
|
281
|
|
|
(893
|
)
|
|
385
|
|
Income tax (provision) benefit
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|
(36
|
)
|
|
1
|
|
|
(46
|
)
|
Earnings (loss) from continuing operations
|
337
|
|
|
337
|
|
|
312
|
|
|
245
|
|
|
(892
|
)
|
|
339
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss)
|
337
|
|
|
337
|
|
|
311
|
|
|
245
|
|
|
(892
|
)
|
|
338
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
337
|
|
|
337
|
|
|
311
|
|
|
244
|
|
|
(892
|
)
|
|
337
|
|
|
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 - equity 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, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
337
|
|
|
337
|
|
|
311
|
|
|
245
|
|
|
(892
|
)
|
|
338
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
7
|
|
|
7
|
|
|
(18
|
)
|
|
(24
|
)
|
|
35
|
|
|
7
|
|
Gain (loss) on cash flow hedges
|
(3
|
)
|
|
(3
|
)
|
|
6
|
|
|
8
|
|
|
(11
|
)
|
|
(3
|
)
|
Total other comprehensive income (loss), net of tax
|
4
|
|
|
4
|
|
|
(12
|
)
|
|
(16
|
)
|
|
24
|
|
|
4
|
|
Total comprehensive income (loss), net of tax
|
341
|
|
|
341
|
|
|
299
|
|
|
229
|
|
|
(868
|
)
|
|
342
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
341
|
|
|
341
|
|
|
299
|
|
|
228
|
|
|
(868
|
)
|
|
341
|
|
|
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 gain (loss)
|
49
|
|
|
49
|
|
|
63
|
|
|
74
|
|
|
(186
|
)
|
|
49
|
|
Gain (loss) on cash flow hedges
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Pension and postretirement benefits gain (loss)
|
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
|
|
|
As of March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
69
|
|
|
372
|
|
|
—
|
|
|
441
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
119
|
|
|
1,033
|
|
|
(137
|
)
|
|
1,015
|
|
Non-trade receivables, net
|
311
|
|
|
958
|
|
|
1,713
|
|
|
606
|
|
|
(3,245
|
)
|
|
343
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
316
|
|
|
750
|
|
|
(57
|
)
|
|
1,009
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
Other assets
|
1
|
|
|
14
|
|
|
10
|
|
|
46
|
|
|
(24
|
)
|
|
47
|
|
Total current assets
|
312
|
|
|
972
|
|
|
2,256
|
|
|
2,807
|
|
|
(3,463
|
)
|
|
2,884
|
|
Investments in affiliates
|
3,563
|
|
|
4,718
|
|
|
4,022
|
|
|
828
|
|
|
(12,181
|
)
|
|
950
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,328
|
|
|
2,393
|
|
|
—
|
|
|
3,721
|
|
Operating lease right-of-use assets
|
—
|
|
|
—
|
|
|
59
|
|
|
151
|
|
|
—
|
|
|
210
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
(21
|
)
|
|
93
|
|
Other assets
|
—
|
|
|
1,659
|
|
|
158
|
|
|
455
|
|
|
(1,963
|
)
|
|
309
|
|
Goodwill
|
—
|
|
|
—
|
|
|
399
|
|
|
676
|
|
|
—
|
|
|
1,075
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
131
|
|
|
201
|
|
|
—
|
|
|
332
|
|
Total assets
|
3,875
|
|
|
7,349
|
|
|
8,353
|
|
|
7,625
|
|
|
(17,628
|
)
|
|
9,574
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
826
|
|
|
635
|
|
|
994
|
|
|
904
|
|
|
(2,616
|
)
|
|
743
|
|
Trade payables - third party and affiliates
|
—
|
|
|
1
|
|
|
254
|
|
|
581
|
|
|
(137
|
)
|
|
699
|
|
Other liabilities
|
1
|
|
|
36
|
|
|
139
|
|
|
283
|
|
|
(148
|
)
|
|
311
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
461
|
|
|
114
|
|
|
(506
|
)
|
|
69
|
|
Total current liabilities
|
827
|
|
|
672
|
|
|
1,848
|
|
|
1,882
|
|
|
(3,407
|
)
|
|
1,822
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
3,067
|
|
|
1,679
|
|
|
121
|
|
|
(1,934
|
)
|
|
2,933
|
|
Deferred income taxes
|
—
|
|
|
24
|
|
|
104
|
|
|
166
|
|
|
(21
|
)
|
|
273
|
|
Uncertain tax positions
|
—
|
|
|
2
|
|
|
6
|
|
|
154
|
|
|
—
|
|
|
162
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
246
|
|
|
304
|
|
|
—
|
|
|
550
|
|
Operating lease liabilities
|
—
|
|
|
—
|
|
|
48
|
|
|
145
|
|
|
—
|
|
|
193
|
|
Other liabilities
|
1
|
|
|
21
|
|
|
93
|
|
|
126
|
|
|
(39
|
)
|
|
202
|
|
Total noncurrent liabilities
|
1
|
|
|
3,114
|
|
|
2,176
|
|
|
1,016
|
|
|
(1,994
|
)
|
|
4,313
|
|
Total Celanese Corporation stockholders' equity
|
3,047
|
|
|
3,563
|
|
|
4,329
|
|
|
4,335
|
|
|
(12,227
|
)
|
|
3,047
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
Total equity
|
3,047
|
|
|
3,563
|
|
|
4,329
|
|
|
4,727
|
|
|
(12,227
|
)
|
|
3,439
|
|
Total liabilities and equity
|
3,875
|
|
|
7,349
|
|
|
8,353
|
|
|
7,625
|
|
|
(17,628
|
)
|
|
9,574
|
|
|
As of December 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
30
|
|
|
409
|
|
|
—
|
|
|
439
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
96
|
|
|
1,040
|
|
|
(119
|
)
|
|
1,017
|
|
Non-trade receivables, net
|
40
|
|
|
551
|
|
|
797
|
|
|
697
|
|
|
(1,784
|
)
|
|
301
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
329
|
|
|
765
|
|
|
(48
|
)
|
|
1,046
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Other assets
|
—
|
|
|
24
|
|
|
10
|
|
|
37
|
|
|
(31
|
)
|
|
40
|
|
Total current assets
|
40
|
|
|
575
|
|
|
1,293
|
|
|
2,948
|
|
|
(1,982
|
)
|
|
2,874
|
|
Investments in affiliates
|
3,503
|
|
|
4,820
|
|
|
4,678
|
|
|
855
|
|
|
(12,877
|
)
|
|
979
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,289
|
|
|
2,430
|
|
|
—
|
|
|
3,719
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
(2
|
)
|
|
84
|
|
Other assets
|
—
|
|
|
1,658
|
|
|
142
|
|
|
461
|
|
|
(1,971
|
)
|
|
290
|
|
Goodwill
|
—
|
|
|
—
|
|
|
399
|
|
|
658
|
|
|
—
|
|
|
1,057
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
132
|
|
|
178
|
|
|
—
|
|
|
310
|
|
Total assets
|
3,543
|
|
|
7,053
|
|
|
7,933
|
|
|
7,616
|
|
|
(16,832
|
)
|
|
9,313
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
544
|
|
|
333
|
|
|
465
|
|
|
258
|
|
|
(1,039
|
)
|
|
561
|
|
Trade payables - third party and affiliates
|
13
|
|
|
1
|
|
|
342
|
|
|
583
|
|
|
(120
|
)
|
|
819
|
|
Other liabilities
|
1
|
|
|
87
|
|
|
267
|
|
|
258
|
|
|
(270
|
)
|
|
343
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
475
|
|
|
88
|
|
|
(507
|
)
|
|
56
|
|
Total current liabilities
|
558
|
|
|
421
|
|
|
1,549
|
|
|
1,187
|
|
|
(1,936
|
)
|
|
1,779
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
3,104
|
|
|
1,679
|
|
|
127
|
|
|
(1,940
|
)
|
|
2,970
|
|
Deferred income taxes
|
—
|
|
|
15
|
|
|
85
|
|
|
157
|
|
|
(2
|
)
|
|
255
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
6
|
|
|
152
|
|
|
—
|
|
|
158
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
250
|
|
|
314
|
|
|
—
|
|
|
564
|
|
Other liabilities
|
1
|
|
|
10
|
|
|
99
|
|
|
138
|
|
|
(40
|
)
|
|
208
|
|
Total noncurrent liabilities
|
1
|
|
|
3,129
|
|
|
2,119
|
|
|
888
|
|
|
(1,982
|
)
|
|
4,155
|
|
Total Celanese Corporation stockholders' equity
|
2,984
|
|
|
3,503
|
|
|
4,265
|
|
|
5,146
|
|
|
(12,914
|
)
|
|
2,984
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
—
|
|
|
395
|
|
Total equity
|
2,984
|
|
|
3,503
|
|
|
4,265
|
|
|
5,541
|
|
|
(12,914
|
)
|
|
3,379
|
|
Total liabilities and equity
|
3,543
|
|
|
7,053
|
|
|
7,933
|
|
|
7,616
|
|
|
(16,832
|
)
|
|
9,313
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
282
|
|
|
26
|
|
|
1,032
|
|
|
528
|
|
|
(1,561
|
)
|
|
307
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(37
|
)
|
|
—
|
|
|
(79
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(60
|
)
|
|
—
|
|
|
(91
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
(646
|
)
|
|
—
|
|
|
646
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
2
|
|
|
(9
|
)
|
|
—
|
|
|
(7
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
(106
|
)
|
|
642
|
|
|
(177
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
246
|
|
|
(9
|
)
|
|
(4
|
)
|
|
(36
|
)
|
|
197
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
(610
|
)
|
|
—
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Purchases of treasury stock, including related fees
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
Dividends to parent
|
—
|
|
|
(272
|
)
|
|
(251
|
)
|
|
(1,038
|
)
|
|
1,561
|
|
|
—
|
|
Common stock dividends
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(2
|
)
|
|
—
|
|
|
(22
|
)
|
Net cash provided by (used in) financing activities
|
(282
|
)
|
|
(26
|
)
|
|
(280
|
)
|
|
(461
|
)
|
|
919
|
|
|
(130
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
39
|
|
|
(37
|
)
|
|
—
|
|
|
2
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
30
|
|
|
409
|
|
|
—
|
|
|
439
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
69
|
|
|
372
|
|
|
—
|
|
|
441
|
|
|
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
|
)
|
Dividends to parent
|
—
|
|
|
(62
|
)
|
|
(272
|
)
|
|
—
|
|
|
334
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
—
|
|
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
|
|
•
|
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 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,
|
|
|
|||||
|
2019
|
|
2018
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|||
Net sales
|
1,687
|
|
|
1,851
|
|
|
(164
|
)
|
Gross profit
|
453
|
|
|
515
|
|
|
(62
|
)
|
Selling, general and administrative ("SG&A") expenses
|
(120
|
)
|
|
(147
|
)
|
|
27
|
|
Other (charges) gains, net
|
4
|
|
|
—
|
|
|
4
|
|
Operating profit (loss)
|
320
|
|
|
343
|
|
|
(23
|
)
|
Equity in net earnings (loss) of affiliates
|
50
|
|
|
58
|
|
|
(8
|
)
|
Non-operating pension and other postretirement employee benefit (expense) income
|
17
|
|
|
26
|
|
|
(9
|
)
|
Interest expense
|
(31
|
)
|
|
(33
|
)
|
|
2
|
|
Dividend income - equity investments
|
32
|
|
|
32
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
385
|
|
|
432
|
|
|
(47
|
)
|
Earnings (loss) from continuing operations
|
339
|
|
|
367
|
|
|
(28
|
)
|
Earnings (loss) from discontinued operations
|
(1
|
)
|
|
(2
|
)
|
|
1
|
|
Net earnings (loss)
|
338
|
|
|
365
|
|
|
(27
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
337
|
|
|
363
|
|
|
(26
|
)
|
Other Data
|
|
|
|
|
|
|||
Depreciation and amortization
|
83
|
|
|
79
|
|
|
4
|
|
SG&A expenses as a percentage of Net sales
|
7.1
|
%
|
|
7.9
|
%
|
|
|
|
Operating margin
(1)
|
19.0
|
%
|
|
18.5
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Restructuring
|
1
|
|
|
—
|
|
|
1
|
|
Plant/office closures
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Commercial disputes
|
4
|
|
|
—
|
|
|
4
|
|
Total Other (charges) gains, net
|
4
|
|
|
—
|
|
|
4
|
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of
March 31, 2019 |
|
As of
December 31, 2018 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
441
|
|
|
439
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
743
|
|
|
561
|
|
Long-term debt, net of unamortized deferred financing costs
|
2,933
|
|
|
2,970
|
|
Total debt
|
3,676
|
|
|
3,531
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Engineered Materials
|
(3
|
)
|
|
7
|
|
|
(4
|
)
|
|
—
|
|
—
|
|
Acetate Tow
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
(1
|
)
|
Acetyl Chain
|
(4
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
(15
|
)
|
Total Company
|
(3
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
(9
|
)
|
•
|
lower pricing in our Acetyl Chain segment primarily due to reduced customer demand in Asia and an overall deflationary environment for raw materials;
|
•
|
an unfavorable currency impact within our Acetyl Chain and Engineered Materials segments resulting from a weaker Euro relative to the US dollar; and
|
•
|
lower volume across all of our segments primarily due to slower global economic conditions;
|
•
|
higher pricing in our Engineered Materials segment primarily due to pricing efforts to align with rising raw material and distribution costs, as well as product mix.
|
•
|
lower Net sales across all of our segments; and
|
•
|
higher raw material costs, primarily for polymers, within our Engineered Materials segment;
|
•
|
lower raw material costs, primarily methanol and ethylene, within our Acetyl Chain segment; and
|
•
|
lower project spending and incentive compensation costs of
$16 million
.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2019
|
|
2018
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
663
|
|
|
665
|
|
|
(2
|
)
|
|
(0.3
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(3
|
)%
|
|
|
|
|
|
|
|||
Price
|
7
|
%
|
|
|
|
|
|
|
|||
Currency
|
(4
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
15
|
|
|
—
|
|
|
15
|
|
|
100.0
|
%
|
Operating profit (loss)
|
144
|
|
|
127
|
|
|
17
|
|
|
13.4
|
%
|
Operating margin
|
21.7
|
%
|
|
19.1
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
46
|
|
|
54
|
|
|
(8
|
)
|
|
(14.8
|
)%
|
Depreciation and amortization
|
32
|
|
|
32
|
|
|
—
|
|
|
—
|
%
|
•
|
an unfavorable currency impact resulting from a weaker Euro relative to the US dollar; and
|
•
|
lower volume within our base business driven by slower global economic conditions;
|
•
|
higher pricing for most of our products, primarily due to pricing efforts to align with rising raw material and distribution costs, as well as product mix.
|
•
|
a favorable pricing impact within Net sales; and
|
•
|
a favorable impact to Other (charges) gains, net. During the
three months ended
March 31, 2019
, we recorded a
$15 million
gain related to a settlement of a commercial dispute from a previous acquisition. See
Note 14 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information;
|
•
|
an unfavorable volume and currency impact within Net sales; and
|
•
|
higher raw material costs, primarily for polymers.
|
•
|
a decrease in equity investment in earnings of $9 million from our Polyplastics Co., Ltd. strategic affiliates as a result of lower demand in China.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2019
|
|
2018
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
166
|
|
|
168
|
|
|
(2
|
)
|
|
(1.2
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(1
|
)%
|
|
|
|
|
|
|
|||
Price
|
—
|
%
|
|
|
|
|
|
|
|||
Currency
|
—
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Operating profit (loss)
|
40
|
|
|
46
|
|
|
(6
|
)
|
|
(13.0
|
)%
|
Operating margin
|
24.1
|
%
|
|
27.4
|
%
|
|
|
|
|
||
Dividend income - equity investments
|
32
|
|
|
32
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
%
|
•
|
lower acetate tow volume due to lower global industry utilization.
|
•
|
lower Net sales; and
|
•
|
higher raw material costs, primarily related to acetic acid.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2019
|
|
2018
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
889
|
|
|
1,051
|
|
|
(162
|
)
|
|
(15.4
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(4
|
)%
|
|
|
|
|
|
|
|||
Price
|
(8
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(3
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Operating profit (loss)
|
202
|
|
|
253
|
|
|
(51
|
)
|
|
(20.2
|
)%
|
Operating margin
|
22.7
|
%
|
|
24.1
|
%
|
|
|
|
|
|
|
Depreciation and amortization
|
38
|
|
|
35
|
|
|
3
|
|
|
8.6
|
%
|
•
|
lower pricing for most of our products, primarily due to reduced customer demand in Asia and an overall deflationary environment for raw materials;
|
•
|
lower volume for acetic acid and VAM, which represents all of the decrease in volume, due to slower global economic conditions as well as geographic and product mix as we pursued higher margin commercial opportunities; and
|
•
|
an unfavorable currency impact resulting from a weaker Euro relative to the US dollar.
|
•
|
lower Net sales;
|
•
|
lower raw material costs, primarily methanol and ethylene, which combined represents approximately three-fourths of the decrease.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2019
|
|
2018
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Other (charges) gains, net
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
(100.0
|
)%
|
Operating profit (loss)
|
(66
|
)
|
|
(83
|
)
|
|
17
|
|
|
20.5
|
%
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
%
|
Non-operating pension and other postretirement employee benefit (expense) income
|
17
|
|
|
26
|
|
|
(9
|
)
|
|
(34.6
|
)%
|
Depreciation and amortization
|
3
|
|
|
2
|
|
|
1
|
|
|
50.0
|
%
|
•
|
lower project spending and incentive compensation costs of
$16 million
; and
|
•
|
a favorable currency impact of $6 million resulting from a weaker Euro relative to the US dollar;
|
•
|
an unfavorable impact to Other (charges) gains, net. During the
three months ended
March 31, 2019
we recorded an
$11 million
loss related to a settlement by our captive insurer with a former third-party customer. See
Note 14 - Other (Charges) Gains, Net
in the accompanying unaudited interim consolidated financial statements for further information.
|
•
|
lower expected return on plan assets.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
favorable trade working capital of
$182 million
primarily due to timing of trade receivable collections.
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
a net cash outflow of
$144 million
related to the acquisition of Omni Plastics, L.L.C. and its subsidiaries in February 2018, which did not recur this year;
|
•
|
a net cash outflow of
$91 million
primarily related to the acquisition of Next Polymers Ltd. in January 2019.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
an increase of
$212 million
in share repurchases of our Common Stock during the
three months ended
March 31, 2019
;
|
•
|
an increase in net borrowings on short-term debt of
$86 million
, primarily as a result of higher borrowings under our revolving credit facility during the three months ended
March 31, 2019
related to the timing of share repurchases of our Common Stock.
|
Period
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as Part of Publicly
Announced Program
|
|
Approximate Dollar
Value of Shares Remaining that may be Purchased Under the Program (2) |
||||||
|
|
(unaudited)
|
||||||||||||
January 1-31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
713,000,000
|
|
February 1-28, 2019
|
|
1,523,340
|
|
|
$
|
101.37
|
|
|
1,523,340
|
|
|
$
|
559,000,000
|
|
March 1-31, 2019
|
|
448,951
|
|
|
$
|
101.53
|
|
|
448,951
|
|
|
$
|
513,000,000
|
|
Total
|
|
1,972,291
|
|
|
|
|
1,972,291
|
|
|
|
(1)
|
May include shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock.
|
(2)
|
As of March 31, 2019, our Board of Directors has authorized the repurchase of
$3.9 billion
of our Common Stock since February 2008. On
April 18, 2019
, our Board of Directors approved a
$1.5 billion
increase in our Common Stock repurchase authorization.
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
3.1
|
|
|
|
|
|
3.1(a)
|
|
|
|
|
|
3.1(b)
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*‡
|
|
|
|
|
|
10.2*‡
|
|
|
|
|
|
10.3*‡
|
|
|
|
|
|
10.4*‡
|
|
|
|
|
|
10.5*‡
|
|
|
|
|
|
10.6*‡
|
|
|
|
|
|
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.
|
‡
|
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 23, 2019
|
|
|
By:
|
/s/ SCOTT A. RICHARDSON
|
|
|
|
|
Scott A. Richardson
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 23, 2019
|
|
|
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
|
|||
|
|
|
||
|
|
|
||
|
|
/s/ Mark C. Rohr
|
|
|
|
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 $xx.xx
|
0%
|
Adjusted EPS
|
Threshold
|
$xx.xx
|
50%
|
(70% weighting)
|
Target
|
$xx.xx
|
100%
|
|
Superior
|
$ xx.xx or more
|
200%
3
|
|
|
|
Result
|
Goal Achievement for Performance Period
2
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than xx.x%
|
0%
|
ROCE
|
Threshold
|
xx.x%
|
50%
|
(30% weighting)
|
Target
|
xx.x% - xx.x%
|
100%
|
|
Superior
|
xx.x% or more
|
200%
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
By:
|
Shannon L. Jurecka
Senior Vice President and
Chief Human Resources Officer
|
|
PARTICIPANT
|
|||
|
|
|
||
|
|
|
||
|
By:
|
|
|
|
|
Name:
|
<<Name>>
|
||
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
1
|
For time-based awards.
|
||
2
|
For cliff-vesting awards.
|
||
3
|
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 new hire awards.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
/s/ Mark C. Rohr
|
|
|
|
By:
|
Mark C. Rohr
|
||
|
|
Chairman and Chief Executive Officer
|
a.
|
Voluntary Resignation
.
Executive agrees to voluntarily resign from employment with the Company by way of retirement effective on the Separation Date. Within three business days following the Effective Date of this Agreement, Executive will sign and deliver to the Company a voluntary resignation of employment letter using the format set forth at
Exhibit A
.
|
b.
|
Annual Bonus
.
For 2018, Executive will be eligible to receive a bonus based on actual company performance and a personal modifier of no less than 1.0, payable on or about March 15, 2019.
|
c.
|
Long-Term Equity Awards (
“
LTI’s
”
)
.
Executive is a participant under various equity award agreements given by the Company (collectively, the “
Equity Awards
”). The Company and Executive agree, that, notwithstanding any provision in the Equity Awards to the contrary, based on the terms and provisions of this Agreement and the assumption of a departure on the Separation Date, Executive will vest in a prorated portion of the Equity Awards as summarized in
Exhibit B
,
which units shall vest on the date they would otherwise vest if Executive’s employment had continued through each applicable
|
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 2019, and any approved vacation carried over from 2018, under the Company’s standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Executive, less any lawful deductions, will be payable within 30 days of the Separation Date; subject to Executive providing the details of any vacation days utilized during 2018.
|
f.
|
Company Benefit Plans
.
If Executive applies for COBRA benefits,
medical and dental coverage will continue according to the Employee’s current medical and dental plan elections, with no premium cost to the Employee after the Separation Date, until the earlier of two (2) full months after the last day in the month of the Separation Date, January 31, 2019, or the date on which the Executive becomes covered under another medical or dental plan. All other normal company programs (e.g., life insurance, LTD, 401(k) contributions, etc.) will continue until the Separation Date.
|
g.
|
COBRA Healthcare
. If Executive has applied for COBRA benefits, Executive shall be entitled to elect to continue such COBRA coverage for up to sixteen (16) months, at Executive’s expense.
|
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-provided laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for any outstanding balances for any personal expenses charged on the Company credit card which have not already been reconciled.
|
i.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
j.
|
Indemnification and Protection
. The Company will maintain in effect directors and officers liability insurance coverage which provides defense and indemnity to Executive equivalent to that provided to active officers and directors of the Company.
To the extent not otherwise covered by insurance, and to the maximum extent permitted by law and the Company’s Articles of Incorporation and other governing documents, the Company will defend, indemnify and hold Executive harmless from and against any legal claims, lawsuits, or liabilities arising out of or related to his service as an officer, employee or agent of the Company equivalent to that provided to active officers, employees or agents of the Company.
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
|
The Family Medical Leave Act of 1993 (FMLA);
|
•
|
The Texas Civil Rights Act, as amended;
|
•
|
The Texas Minimum Wage Law, as amended;
|
•
|
Equal Pay Law for Texas, as amended;
|
•
|
Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the UK;
|
•
|
Any public policy, contract, tort, or common law;
|
•
|
The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany; or
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
|
|
|
|
Executive
|
Celanese Corporation:
|
|
|
By:
/s/ Peter G. Edwards
|
By:
|
/s/ Shannon L. Jurecka
|
|
Peter G. Edwards
|
|
Shannon L. Jurecka
|
|
Award
|
Grant
Date
|
Vest
Date
|
Target
Award # Units
|
Pro-ration
|
Prorated
Amount #
Units
|
2017 New Hire RSU Award
|
1/27/2017
|
1/27/2020
|
6,187
1
|
24/36
|
4,125
|
|
|
|
|
|
|
a.
|
Voluntary Resignation
.
Executive agrees to voluntarily resign from employment with the Company by way of retirement effective on the Separation Date
or ESD, whichever is earlier. Within three business days following the Effective Date of this Agreement, Executive will sign and deliver to the Company a voluntary resignation of employment letter using the format set forth at
Exhibit A
.
|
b.
|
Annual Bonus
.
For 2018, Executive will be eligible to receive a bonus based on actual company performance and a personal modifier of no less than 1.0, payable on or about March 15, 2019.
|
c.
|
Long-Term Equity ( LTI’s)
.
Executive is a participant under various equity award agreements given by the Company (collectively, the “
Equity Awards
”). The Company and Executive agree, that, notwithstanding any provision in the Equity Awards to the contrary, based on the terms and provisions of this Agreement and the assumption of a departure on the Separation Date or ESD, Executive will vest in a prorated portion of the Equity Awards as summarized in
Exhibit B
, which units shall vest on the date they would otherwise vest if Executive’s employment had continued through each applicable vesting date. All of Executive’s Equity Awards that are not listed on
Exhibit B
shall be forfeited on the Separation Date (if not vested prior thereto). If Executive departs on the ESD, or otherwise before the Separation Date, the proration of the Equity Awards on
Exhibit B
will be adjusted accordingly to reflect the earlier departure date.
|
d.
|
Pension, 401(k) Supplemental and Deferred Compensation 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 2019, and any approved vacation carried over from 2018 under the Company’s standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Executive, less any lawful deductions, will be payable within 30 days of the Separation Date or ESD
;
subject to Executive providing the details of any vacation days utilized during 2018.
|
f.
|
Company Benefit Plans
.
If Executive applies for COBRA benefits,
medical and dental coverage will continue according to the Employee’s current medical and dental plan elections, with no premium cost to the Employee after the Separation Date or ESD, until the earlier of two (2) full months after the last day in the month of the Separation Date, February 28, 2019, or the ESD, or the date on which the Executive becomes covered under another medical or dental plan. All other normal company programs (e.g., life insurance, LTD, 401(k) contributions, etc.) will continue until the Separation Date.
|
g.
|
COBRA Healthcare
. If Executive has applied for COBRA benefits, Executive shall be entitled to elect to continue such COBRA coverage for up to sixteen (16) months, at Executive’s expense.
|
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-provided laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for any outstanding balances for any personal expenses charged on the Company credit card which have not already been reconciled.
|
i.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
j.
|
Indemnification and Protection
. The Company will maintain in effect directors and officers liability insurance coverage which provides defense and indemnity to Executive equivalent to that provided to active officers and directors of the Company.
To the extent not otherwise covered by insurance, and to the maximum extent permitted by law and the Company’s Articles of Incorporation and other governing documents, the Company will defend, indemnify and hold Executive harmless from and against any legal claims, lawsuits, or liabilities arising out of or related to his service as an officer, employee or agent of the Company equivalent to that provided to active officers, employees or agents of the Company.
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
|
The Family Medical Leave Act of 1993 (FMLA);
|
•
|
The Texas Civil Rights Act, as amended;
|
•
|
The Texas Minimum Wage Law, as amended;
|
•
|
Equal Pay Law for Texas, as amended;
|
•
|
Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the UK;
|
•
|
Any public policy, contract, tort, or common law;
|
•
|
The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany; or
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
|
|
|
|
Executive
|
Celanese Corporation:
|
|
|
By:
/s/ Scott M. Sutton
|
By:
|
/s/ Shannon L. Jurecka
|
|
Scott M. Sutton
|
|
Shannon L. Jurecka
|
|
Award
|
Grant
Date
|
Vest
Date
|
Target
Award # Units
|
Pro-ration
|
Prorated
Amount #
Units
|
2016 RSU Award
|
12/08/2016
|
12/08/2019
|
12,769
|
0.7416
|
9,470
1
|
2017 PRSU Award
|
2/09/2017
|
2/15/2020
|
15,583
|
0.6803
|
10,601
2
|
2018 PRSU Award
|
2/08/2018
|
2/15/2021
|
26,581
|
0.3491
|
9,279
2
|
|
þ
|
|
I accept the above described offer of employment with Celanese and understand that my employment status will be considered at-will and may be terminated at any time for any reason.
Upon acceptance of this offer, I agree to keep the terms and conditions of this agreement confidential.
|
|||
|
|
|
|||
o
|
|
I decline your offer of employment.
|
Signature:
|
/s/ A. Lynne Puckett
|
|
Date:
|
12/13/2018
|
|
|
|
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 23, 2019
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 23, 2019
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 23, 2019
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 23, 2019
|