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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2019
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OR
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☐
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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
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98-0420726
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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CE
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New York Stock Exchange
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1.125% Senior Notes due 2023
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CE /23
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New York Stock Exchange
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1.250% Senior Notes due 2025
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CE /25
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New York Stock Exchange
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2.125% Senior Notes due 2027
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CE /27
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New York Stock Exchange
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Page
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PART I
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PART II
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PART III
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PART IV
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Products
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Major End-Use
Applications |
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Principal Competitors
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Key Raw Materials
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• Polyoxymethylene ("POM")
• Ultra-high molecular weight polyethylene ("UHMW-PE")
• Polybutylene terephthalate
("PBT")
• Long-fiber reinforced thermoplastics ("LFRT")
• Liquid crystal polymers ("LCP")
• Thermoplastic elastomers ("TPE")
• Nylon compounds or formulations
• Polypropylene compounds or formulations
• Polyphenylene sulfide ("PPS")
• Acesulfame potassium ("Ace-K")
• Potassium sorbate
• Sorbic acid
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• Automotive
• Medical
• Industrial
• Energy storage
• Consumer electronics
• Appliances
• Filtration equipment
• Telecommunications
• Beverages
• Confections
• Baked goods
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• Ajinomoto Co. Inc.
• Anhui Jinhe Industry Co., Ltd.
• BASF SE
• Daicel Corporation
• E. I. du Pont de Nemours and Company
• Koninklijke DSM N.V.
• Nantong Acetic Acid Chemical Co., Ltd.
• The NutraSweet Company
• SABIC Innovative Plastics
• Solvay S.A.
• Suzhou Hope Technology Co., Ltd.
• Tate & Lyle plc
Other regional competitors:
• Asahi Kasei Corporation
• Braskem S.A.
• Lanxess AG
• Mitsubishi Gas Chemical Company, Inc.
• Sumitomo Corporation
• Teijin Limited
• Toray Industries, Inc.
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• Formaldehyde (for POM)
• Ethylene (for UHMW-PE and TPE)
• Polypropylene (for LFRT)
• Fibers (for LFRT)
• Acetic anhydride (for LCP)
• Propylene (for TPE)
• Styrene (for TPE)
• Butadiene (for TPE)
• PA6 (for nylon)
• PA66 (for nylon)
• Para-dichlorobenzene (for PPS)
• Diketene (for Ace-K)
For potassium sorbate and sorbic acid:
• Acetic acid
• Crotonaldehyde
• Ethylene
• Potassium hydroxide
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•
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Overview
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•
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Key Products
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•
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Customers
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Products
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Major End-Use
Applications |
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Principal Competitors
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Key Raw Materials
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• Acetate tow
• Acetate flake
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• Filtration
• Films
• Flexible packaging
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• Cerdia
• Daicel Corporation
• Eastman Chemical Company
• Mitsubishi Rayon Co., Ltd
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• Wood pulp
• Acetic acid
• Acetic anhydride
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•
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Overview
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•
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Key Products
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•
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Customers
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Products
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Major End-Use
Applications |
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Principal Competitors
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Key Raw Materials
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Intermediate chemistry
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• Acetic acid
• VAM
• Acetic anhydride
• Acetaldehyde
• Ethyl acetate
• Formaldehyde
• Butyl acetate
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• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Solvents
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• BASF SE
• BP PLC
• Chang Chun Petrochemical Co., Ltd.
• Daicel Corporation
• DowDupont Inc.
• Eastman Chemical Company
• E. I. du Pont de Nemours and Company
• Jiangsu Sopo (Group) Co., Ltd.
• Kuraray Co., Ltd.
• LyondellBasell Industries N.V.
• Nippon Gohsei
• Perstorp Inc.
• Showa Denko K.K.
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For acetic acid and Vinyl acetate monomer ("VAM"):
• Carbon monoxide
• Methanol
• Ethylene
For solvents and derivatives:
• Methanol
• Acetic acid
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Emulsion polymers
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• Conventional emulsions
• Vinyl acetate ethylene ("VAE") emulsions
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• Paints
• Coatings
• Adhesives
• Textiles
• Paper finishing
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• BASF SE
• Dairen Chemical Corporation
• The Dow Chemical Company
• Wacker Chemie AG
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• VAM
• Ethylene
• Acrylate esters
• Styrene
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EVA polymers
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• Ethylene vinyl acetate ("EVA") resins and compounds
• Low-density polyethylene resins ("LDPE")
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• Flexible packaging
• Lamination products
• Automotive parts
• Hot melt adhesives
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• Arkema
• E. I. du Pont de Nemours and Company
• ExxonMobil Chemical
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• VAM
• Ethylene
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•
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Overview
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•
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Key Products
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•
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Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives;
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•
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Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume; and
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Formaldehyde and paraformaldehyde, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane.
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•
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Customers
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Location of
Headquarters
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Ownership
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Partner(s)
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Year
Entered
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Equity Investments
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Engineered Materials
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National Methanol Company
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Saudi
Arabia
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25 %
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Saudi Basic Industries Corporation (50%);
Texas Eastern Arabian Corporation Ltd. (25%)
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1981
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KEPCO
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South
Korea
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50 %
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Mitsubishi Gas Chemical Company, Inc. (40%);
Mitsubishi Corporation (10%)
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1999
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Polyplastics
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Japan
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45 %
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Daicel Corporation (55%)
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1964
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Fortron Industries LLC
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US
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50 %
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Kureha America Inc. (50%)
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1992
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Equity Investments Without Readily Determinable Fair Value
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Acetate Tow
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Kunming Cellulose Fibers Co. Ltd.
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China
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30 %
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China National Tobacco Corporation (70%)
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1993
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Nantong Cellulose Fibers Co. Ltd.
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China
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31 %
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China National Tobacco Corporation (69%)
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1986
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Zhuhai Cellulose Fibers Co. Ltd.
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China
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30 %
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China National Tobacco Corporation (70%)
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1993
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As of December 31, 2019
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(In percentages)
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InfraServ GmbH & Co. Gendorf KG
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30
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InfraServ GmbH & Co. Hoechst KG
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32
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YNCORIS GmbH & Co. KG(1)
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22
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(1)
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Formerly known as InfraServ GmbH & Co. Knapsack KG.
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Employees as of
December 31, 2019 |
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North America
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US
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2,764
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Canada
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184
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Mexico
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572
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Total
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3,520
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Europe
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Germany
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1,560
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Other Europe
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1,417
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Total
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2,977
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Asia
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1,083
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Rest of World
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134
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Total
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7,714
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•
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Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses;
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•
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Capacity constraints, e.g., due to construction delays, labor disruption, involuntary shutdowns or turnarounds;
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The inability of a supplier to meet our delivery orders or a supplier's choice not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;
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•
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The general level of business and economic activity; and
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•
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The direct or indirect effect of governmental regulation (including the impact of government regulation relating to climate change).
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•
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Increasing our vulnerability to general economic and industry conditions, including exacerbating the impact of any adverse business effects that are determined to be material adverse events under our existing senior credit agreement (the "Credit Agreement") or our indentures (the "Indentures") governing our $400 million in aggregate principal amount of 5.875% senior unsecured notes due 2021, $500 million in aggregate principal amount of 4.625% senior unsecured notes due 2022, €750 million in aggregate principal amount of 1.125% senior unsecured notes due 2023, $500 million in aggregate principal amount of 3.500% senior unsecured notes due 2024, €300 million in aggregate principal amount of 1.250% senior unsecured notes due 2025 and €500 million in aggregate principal amount of 2.125% senior unsecured notes due 2027 (collectively, the "Senior Notes");
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•
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Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock, par value $0.0001 per share ("Common Stock");
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•
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Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
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•
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Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies;
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•
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Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
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•
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Limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; and
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•
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Limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
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Site
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Leased/Owned
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Products/Functions
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Corporate Offices
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Amsterdam, Netherlands
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Leased
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Administrative offices
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Budapest, Hungary
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Leased
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Administrative offices
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Irving, Texas, US
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Leased
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Corporate headquarters
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Nanjing, China
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Leased
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Administrative offices
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Shanghai, China
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Leased
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Administrative offices
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Sulzbach, Germany
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Leased
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Administrative offices
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Engineered Materials
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Auburn Hills, Michigan, US
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Leased
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Automotive Development Center
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Bishop, Texas, US
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Owned
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Polyoxymethylene ("POM"), Ultra-high molecular weight polyethylene ("UHMW-PE"), Compounding
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Evansville, Indiana, US
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Owned
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Compounding
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Ferrara, Italy
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Leased
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Compounding
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Florence, Kentucky, US
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Owned
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Compounding
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Forli, Italy
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Leased
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Compounding
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Kaiserslautern, Germany(1)
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Leased
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Long-fiber reinforced thermoplastics ("LFRT")
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Nanjing, China(2)
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Owned
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LFRT, UHMW-PE, Compounding
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Oberhausen, Germany(1)
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Leased
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UHMW-PE
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Shelby, North Carolina, US
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Owned
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LCP
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Silao, Mexico
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Leased
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Compounding
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Silvassa, Gurjarat, India
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Owned
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Compounding
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Suzano, Brazil(1)
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Leased
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Compounding
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Utzenfeld, Germany
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Owned
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Compounding
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Acetate Tow
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Lanaken, Belgium
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Owned
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Acetate tow
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Narrows, Virginia, US
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Owned
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Acetate tow, Acetate flake
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Site
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Leased/Owned
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Products/Functions
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Acetyl Chain
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Bay City, Texas, US(1)
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Leased
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Vinyl acetate monomer ("VAM")
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Bishop, Texas, US
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Owned
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Formaldehyde, Paraformaldehyde
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Boucherville, Quebec, Canada
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Owned
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Conventional emulsions
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Cangrejera, Mexico
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Owned
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Acetic anhydride, Ethyl acetate, Acetone derivatives
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Clear Lake, Texas, US(3)
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Owned
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Acetic acid, VAM, Methanol
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Edmonton, Alberta, Canada
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Owned
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Low-density polyethylene resins, Ethylene vinyl acetate
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Enoree, South Carolina, US
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Owned
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Conventional emulsions, Vinyl acetate ethylene ("VAE") emulsions
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Geleen, Netherlands
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Owned
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VAE emulsions
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Jurong Island, Singapore(1)
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Leased
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Acetic acid, Butyl acetate, Ethyl acetate, VAE emulsions, VAM
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Nanjing, China(2)
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Owned
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Acetic acid, Acetic anhydride, Conventional emulsions, VAE emulsions, VAM
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Perstorp, Sweden
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Owned
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Conventional emulsions, VAE emulsions
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(1)
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Celanese owns the assets on this site and leases the land through the terms of a long-term land lease.
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(2)
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Multiple Celanese business segments conduct operations at the Nanjing facility. Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 46 to 50 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
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(3)
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Methanol is produced by our joint venture, Fairway Methanol LLC, in which Celanese owns a 50% interest.
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Name
|
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Age
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Position
|
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Mark C. Rohr
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68
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Executive Chairman (Chairman of the Board of Directors)
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Lori J. Ryerkerk
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57
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Chief Executive Officer, President and Director
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Scott A. Richardson
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43
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Senior Vice President and Chief Financial Officer
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Todd L. Elliott
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54
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Senior Vice President, Acetyls
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A. Lynne Puckett
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57
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Senior Vice President and General Counsel
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Shannon L. Jurecka
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50
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Senior Vice President and Chief Human Resources Officer
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Period
|
|
Total
Number
of Shares
Purchased(1)
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Program
|
|
Approximate
Dollar
Value of Shares
Remaining that
May Be
Purchased Under
the Program(2)
|
||||||
October 1 - 31, 2019
|
|
950,958
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|
|
$
|
120.93
|
|
|
950,958
|
|
|
$
|
1,323,000,000
|
|
November 1 - 30, 2019
|
|
678,064
|
|
|
$
|
125.36
|
|
|
678,064
|
|
|
$
|
1,238,000,000
|
|
December 1 - 31, 2019
|
|
202,812
|
|
|
$
|
123.27
|
|
|
202,812
|
|
|
$
|
1,213,000,000
|
|
Total
|
|
1,831,834
|
|
|
|
|
1,831,834
|
|
|
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(1)
|
May include shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock.
|
(2)
|
Our Board of Directors has authorized the aggregate repurchase of $5.4 billion of our Common Stock since February 2008.
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|
Year Ended December 31,
|
|||||||||||||
|
2019
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2018
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|
2017
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|
2016
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|
2015
|
|||||
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(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
6,297
|
|
|
7,155
|
|
|
6,140
|
|
|
5,389
|
|
|
5,674
|
|
Other (charges) gains, net
|
(203
|
)
|
|
9
|
|
|
(59
|
)
|
|
(8
|
)
|
|
(349
|
)
|
Operating profit (loss)
|
834
|
|
|
1,334
|
|
|
857
|
|
|
934
|
|
|
385
|
|
Earnings (loss) from continuing operations before tax
|
988
|
|
|
1,510
|
|
|
1,075
|
|
|
1,030
|
|
|
488
|
|
Earnings (loss) from continuing operations
|
864
|
|
|
1,218
|
|
|
862
|
|
|
908
|
|
|
287
|
|
Earnings (loss) from discontinued operations
|
(6
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
852
|
|
|
1,207
|
|
|
843
|
|
|
900
|
|
|
304
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations — basic
|
6.93
|
|
|
9.03
|
|
|
6.21
|
|
|
6.22
|
|
|
2.03
|
|
Continuing operations — diluted
|
6.89
|
|
|
8.95
|
|
|
6.19
|
|
|
6.19
|
|
|
2.01
|
|
Balance Sheet Data (as of the end of period)
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
9,476
|
|
|
9,313
|
|
|
9,538
|
|
|
8,357
|
|
|
8,586
|
|
Total debt
|
3,905
|
|
|
3,531
|
|
|
3,641
|
|
|
3,008
|
|
|
2,981
|
|
Total Celanese Corporation stockholders' equity
|
2,507
|
|
|
2,984
|
|
|
2,887
|
|
|
2,588
|
|
|
2,378
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
352
|
|
|
343
|
|
|
305
|
|
|
290
|
|
|
357
|
|
Capital expenditures(1)
|
390
|
|
|
333
|
|
|
281
|
|
|
247
|
|
|
483
|
|
Dividends paid per common share(2)
|
2.40
|
|
|
2.08
|
|
|
1.74
|
|
|
1.38
|
|
|
1.15
|
|
(1)
|
Amounts include accrued capital expenditures, but exclude capital expenditures related to finance lease obligations.
|
(2)
|
Annual dividends for the year ended December 31, 2019 consist of one quarterly dividend payment of $0.54 per share and three quarterly dividend payments of $0.62 per share. Annual dividends for the year ended December 31, 2018 consist of one quarterly dividend payment of $0.46 per share and three quarterly dividend payments of $0.54 per share. See Note 17 - Stockholders' Equity in the accompanying consolidated financial statements for further information.
|
•
|
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
|
•
|
the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
|
•
|
changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
|
•
|
the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
|
•
|
the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
|
•
|
the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
the ability to identify desirable potential acquisition targets and to consummate acquisition or investment transactions, including obtaining regulatory approvals, consistent with our strategy;
|
•
|
market acceptance of our technology;
|
•
|
the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
|
•
|
changes in applicable tariffs, duties and trade agreements, 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");
|
•
|
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, public health crises (including, but not limited to, the coronavirus outbreak), 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, natural disasters, or other crises including public health crises;
|
•
|
potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change;
|
•
|
potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
|
•
|
changes in currency exchange rates and interest rates;
|
•
|
our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
|
•
|
various other factors, both referenced and not referenced in this Annual Report.
|
|
Year Ended
December 31, |
|
|
|||||
|
2019
|
|
2018
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|||
Net sales
|
6,297
|
|
|
7,155
|
|
|
(858
|
)
|
Gross profit
|
1,606
|
|
|
1,972
|
|
|
(366
|
)
|
Selling, general and administrative ("SG&A") expenses
|
(483
|
)
|
|
(546
|
)
|
|
63
|
|
Other (charges) gains, net
|
(203
|
)
|
|
9
|
|
|
(212
|
)
|
Operating profit (loss)
|
834
|
|
|
1,334
|
|
|
(500
|
)
|
Equity in net earnings (loss) of affiliates
|
182
|
|
|
233
|
|
|
(51
|
)
|
Non-operating pension and other postretirement employee benefit (expense) income
|
(20
|
)
|
|
(62
|
)
|
|
42
|
|
Interest expense
|
(115
|
)
|
|
(125
|
)
|
|
10
|
|
Refinancing expense
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Dividend income - equity investments
|
113
|
|
|
117
|
|
|
(4
|
)
|
Earnings (loss) from continuing operations before tax
|
988
|
|
|
1,510
|
|
|
(522
|
)
|
Earnings (loss) from continuing operations
|
864
|
|
|
1,218
|
|
|
(354
|
)
|
Earnings (loss) from discontinued operations
|
(6
|
)
|
|
(5
|
)
|
|
(1
|
)
|
Net earnings (loss)
|
858
|
|
|
1,213
|
|
|
(355
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
852
|
|
|
1,207
|
|
|
(355
|
)
|
Other Data
|
|
|
|
|
|
|||
Depreciation and amortization
|
352
|
|
|
343
|
|
|
9
|
|
SG&A expenses as a percentage of Net sales
|
7.7
|
%
|
|
7.6
|
%
|
|
|
|
Operating margin(1)
|
13.2
|
%
|
|
18.6
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Restructuring
|
(23
|
)
|
|
(4
|
)
|
|
(19
|
)
|
Asset impairments
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
Plant/office closures
|
(4
|
)
|
|
13
|
|
|
(17
|
)
|
Commercial disputes
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
European Commission investigation
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
Total Other (charges) gains, net
|
(203
|
)
|
|
9
|
|
|
(212
|
)
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
463
|
|
|
439
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
496
|
|
|
561
|
|
Long-term debt, net of unamortized deferred financing costs
|
3,409
|
|
|
2,970
|
|
Total debt
|
3,905
|
|
|
3,531
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(In percentages)
|
||||||||||||
Engineered Materials
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
(8
|
)
|
Acetate Tow
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
(2
|
)
|
Acetyl Chain
|
(1
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
—
|
|
(16
|
)
|
Total Company
|
(3
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
(12
|
)
|
|
Engineered Materials
|
|
Acetate Tow
|
|
Acetyl Chain
|
|
Other Activities
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
Service cost
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Interest cost and expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Recognized actuarial (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
Curtailment / settlement (gain) loss
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
•
|
lower pricing in our Acetyl Chain segment;
|
•
|
an unfavorable currency impact in our Acetyl Chain and Engineered Materials segments; and
|
•
|
lower volume in our Engineered Materials segment, primarily due to slower global economic conditions and customer destocking.
|
•
|
lower incentive compensation costs and project spending of $48 million in our Other Activities segment.
|
•
|
lower Net sales across all of our segments; and
|
•
|
an unfavorable impact to Other (charges) gains, net. During the year ended December 31, 2019, we recorded a reserve of $89 million in our Other Activities segment as a result of information learned from the European Commission's competition law investigation involving certain subsidiaries of Celanese with respect to certain past ethylene purchases. Additionally, during the year ended December 31, 2019, we recorded an $83 million long-lived asset impairment loss in our Acetate Tow segment related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico. See Note 4 - Acquisitions, Dispositions and Plant Closures and Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information;
|
•
|
lower raw material costs within our Acetyl Chain segment; and
|
•
|
lower SG&A expenses.
|
•
|
a decrease in equity investment in earnings of $28 million from our Ibn Sina strategic affiliate, primarily as a result of plant turnaround activity and lower pricing for methanol; and
|
•
|
a decrease in equity investment in earnings of $20 million from our Polyplastics Co., Ltd. ("Polyplastics") strategic affiliate as a result of softer market conditions in China.
|
•
|
a decrease in recognized actuarial loss of $78 million as a result of higher asset returns, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from 3.8% to 2.8%. See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
2,386
|
|
|
2,593
|
|
|
(207
|
)
|
|
(8.0
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(5)
|
%
|
|
|
|
|
|
|
|||
Price
|
—
|
%
|
|
|
|
|
|
|
|||
Currency
|
(3)
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
5
|
|
|
—
|
|
|
5
|
|
|
100.0
|
%
|
Operating profit (loss)
|
446
|
|
|
460
|
|
|
(14
|
)
|
|
(3.0
|
)%
|
Operating margin
|
18.7
|
%
|
|
17.7
|
%
|
|
|
|
|
||
Equity in net earnings (loss) of affiliates
|
168
|
|
|
218
|
|
|
(50
|
)
|
|
(22.9
|
)%
|
Depreciation and amortization
|
131
|
|
|
126
|
|
|
5
|
|
|
4.0
|
%
|
•
|
lower volume within our base business driven by slower global economic conditions and customer destocking; and
|
•
|
an unfavorable currency impact resulting from a weaker Euro relative to the US dollar.
|
•
|
lower Net sales;
|
•
|
lower energy costs of $19 million, primarily for steam;
|
•
|
lower spending costs of $10 million, primarily related to productivity initiatives; and
|
•
|
a favorable impact of $5 million to Other (charges) gains, net. During the year ended December 31, 2019, we recorded a $15 million gain related to a settlement of a commercial dispute from a previous acquisition, partially offset by $10 million in employee termination benefits, primarily related to business optimization projects. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information.
|
•
|
a decrease in equity investment in earnings of $28 million from our Ibn Sina strategic affiliate, primarily as a result of plant turnaround activity and lower pricing for methanol; and
|
•
|
a decrease in equity investment in earnings of $20 million from our Polyplastics strategic affiliate as a result of softer market conditions in China.
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
636
|
|
|
649
|
|
|
(13
|
)
|
|
(2.0
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(2
|
)%
|
|
|
|
|
|
|
|||
Price
|
—
|
%
|
|
|
|
|
|
|
|||
Currency
|
—
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
(88
|
)
|
|
(2
|
)
|
|
(86
|
)
|
|
(4,300.0
|
)%
|
Operating profit (loss)
|
52
|
|
|
130
|
|
|
(78
|
)
|
|
(60.0
|
)%
|
Operating margin
|
8.2
|
%
|
|
20.0
|
%
|
|
|
|
|
||
Dividend income - equity investments
|
112
|
|
|
116
|
|
|
(4
|
)
|
|
(3.4
|
)%
|
Depreciation and amortization
|
45
|
|
|
58
|
|
|
(13
|
)
|
|
(22.4
|
)%
|
•
|
lower acetate tow volume due to lower global industry utilization.
|
•
|
an unfavorable impact of $86 million to Other (charges) gains, net. During the year ended December 31, 2019, we recorded an $83 million long-lived asset impairment loss related to the closure of our acetate flake manufacturing operations in Ocotlán, Mexico. We expect to incur additional exit and shutdown costs related to Ocotlán, Mexico of approximately $12 million through the first quarter of 2021. See Note 4 - Acquisitions, Dispositions and Plant Closures in the accompanying consolidated financial statements for further information; and
|
•
|
lower Net sales;
|
•
|
lower energy costs of $18 million, primarily related to lower natural gas prices and the closure of our manufacturing operations in Ocotlán, Mexico; and
|
•
|
higher accelerated depreciation and amortization expense of $13 million in 2018 related to the closure of our acetate tow manufacturing unit in Ocotlán, Mexico.
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
3,392
|
|
|
4,042
|
|
|
(650
|
)
|
|
(16.1
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(1)
|
%
|
|
|
|
|
|
|
|||
Price
|
(13)
|
%
|
|
|
|
|
|
|
|||
Currency
|
(2)
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
(3
|
)
|
|
11
|
|
|
(14
|
)
|
|
(127.3
|
)%
|
Operating profit (loss)
|
678
|
|
|
1,024
|
|
|
(346
|
)
|
|
(33.8
|
)%
|
Operating margin
|
20.0
|
%
|
|
25.3
|
%
|
|
|
|
|
||
Equity in net earnings (loss) of affiliates
|
4
|
|
|
6
|
|
|
(2
|
)
|
|
(33.3
|
)%
|
Depreciation and amortization
|
161
|
|
|
148
|
|
|
13
|
|
|
8.8
|
%
|
•
|
lower pricing for most of our products, primarily due to reduced customer demand in Asia, an overall deflationary environment for raw materials, and limited outage and curtailment activity;
|
•
|
an unfavorable currency impact, primarily related to a weaker Euro relative to the US dollar; and
|
•
|
lower volume due to reduced customer demand for acetic acid in all regions, mostly offset by higher volume for VAM due to expansion in the western hemisphere.
|
•
|
lower Net sales;
|
•
|
higher spending costs of $15 million, primarily related to incremental costs at our Clear Lake, Texas facility resulting from a localized fire;
|
•
|
an unfavorable impact of $14 million to Other (charges) gains, net. During the year ended December 31, 2018, we received a $13 million non-income tax receivable refund from Nanjing, China, which did not recur in the current year. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information; and
|
•
|
higher accelerated depreciation and amortization expense of $13 million, primarily related to damage to the carbon monoxide production unit from a localized fire at our Clear Lake, Texas facility;
|
•
|
lower raw material costs for methanol, ethylene and acetic acid, which combined represents more than three-fourths of the decrease.
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
||||
|
(In $ millions, except percentages)
|
||||||||||
Other (charges) gains, net
|
(117
|
)
|
|
—
|
|
|
(117
|
)
|
|
(100.0
|
)%
|
Operating profit (loss)
|
(342
|
)
|
|
(280
|
)
|
|
(62
|
)
|
|
(22.1
|
)%
|
Equity in net earnings (loss) of affiliates
|
10
|
|
|
9
|
|
|
1
|
|
|
11.1
|
%
|
Non-operating pension and other postretirement employee benefit (expense) income
|
(20
|
)
|
|
(62
|
)
|
|
42
|
|
|
67.7
|
%
|
Dividend income - equity investments
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
15
|
|
|
11
|
|
|
4
|
|
|
36.4
|
%
|
•
|
an unfavorable impact of $117 million to Other (charges) gains, net. In May 2017, we learned that the European Commission opened a competition law investigation involving certain subsidiaries of Celanese with respect to certain past ethylene purchases. During the year ended December 31, 2019, we recorded a reserve of $89 million as a result of information learned from the European Commission's investigation. Additionally, during the year ended December 31, 2019, we recorded $19 million in losses related to settlements with former third-party customers. We also recorded $9 million in employee termination benefits, primarily related to business optimization projects. See Note 18 - Other (Charges) Gains, Net in the accompanying consolidated financial statements for further information;
|
•
|
lower incentive compensation costs and project spending of $48 million.
|
•
|
a decrease in recognized actuarial loss of $78 million as a result of higher asset returns, partially offset by a decrease in the weighted average discount rate used to determine benefit obligations from 3.8% to 2.8%. See Note 15 - Benefit Obligations in the accompanying consolidated financial statements for further information.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
a decrease in net earnings;
|
•
|
favorable trade working capital of $303 million, primarily due to a decrease in trade receivables and inventory. Trade receivables decreased due to timing of collections. Inventory decreased as a result of inventory build-up for plant turnarounds which occurred in the prior year, as well as lower costs for raw materials and the impact of the localized fire at our Clear Lake, Texas facility in the current year.
|
•
|
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;
|
•
|
a net cash outflow of $91 million primarily related to the acquisition of Next Polymers, Ltd. in January 2019; and
|
•
|
an increase of $33 million in capital expenditures related to growth and efficiency opportunities in our Engineered Materials and Acetyl Chain segments.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
an increase in net proceeds from short-term debt of $338 million, primarily as a result of higher borrowings under our revolving credit facility and accounts receivable securitization facility during the year ended December 31, 2019 related to the timing of share repurchases of our Common Stock; and
|
•
|
an increase in net proceeds from long-term debt of $114 million, primarily due to the issuance of $500 million in principal amount of the 3.500% senior unsecured notes due May 8, 2024 (the "3.500% Notes"), partially offset by the redemption of the 3.250% senior unsecured notes (the "3.250% Notes") during the year ended December 31, 2019, as discussed below;
|
•
|
an increase of $191 million in share repurchases of our Common Stock during the year ended December 31, 2019; and
|
•
|
an increase in cash dividends on our Common Stock of $20 million. During the year ended December 31, 2019, we increased our quarterly cash dividend rate from $0.54 to $0.62 per share.
|
•
|
Senior Credit Facilities
|
•
|
Senior Notes
|
•
|
Other Financing Arrangements
|
|
|
|
Payments due by period
|
|
|||||||||||
|
Total
|
|
Less Than
1 Year |
|
Years
2 & 3 |
|
Years
4 & 5 |
|
After
5 Years |
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Fixed Contractual Debt Obligations
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior notes
|
3,135
|
|
|
—
|
|
|
900
|
|
|
1,341
|
|
|
894
|
|
|
Interest payments on debt and other obligations
|
418
|
|
(1)
|
108
|
|
|
156
|
|
|
72
|
|
|
82
|
|
|
Finance lease obligations
|
144
|
|
|
26
|
|
|
51
|
|
|
30
|
|
|
37
|
|
|
Other debt
|
644
|
|
(2)
|
470
|
|
|
3
|
|
|
21
|
|
|
150
|
|
|
Total
|
4,341
|
|
|
604
|
|
|
1,110
|
|
|
1,464
|
|
|
1,163
|
|
|
Operating leases
|
256
|
|
|
35
|
|
|
50
|
|
|
39
|
|
|
132
|
|
|
Uncertain tax positions, including interest and penalties
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
(3)
|
Unconditional purchase obligations
|
1,161
|
|
(4)
|
331
|
|
|
323
|
|
|
178
|
|
|
329
|
|
|
Pension and other postretirement funding obligations
|
442
|
|
|
48
|
|
|
91
|
|
|
90
|
|
|
213
|
|
|
Environmental and asset retirement obligations
|
75
|
|
|
18
|
|
|
16
|
|
|
13
|
|
|
28
|
|
|
Total
|
6,440
|
|
|
1,036
|
|
|
1,590
|
|
|
1,784
|
|
|
2,030
|
|
|
(1)
|
Future interest expense is calculated using the rate in effect on December 31, 2019.
|
(2)
|
Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies, our revolving credit facility, our accounts receivable securitization facility and other bank obligations.
|
(3)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to our uncertain tax obligations, including interest and penalties. These amounts are therefore reflected in "After 5 Years".
|
(4)
|
Unconditional purchase obligations primarily represent the take-or-pay provisions included in certain long-term purchase agreements. We do not expect to incur material losses under these arrangements. These amounts, obtained via a survey of Celanese, also include other purchase obligations such as maintenance and service agreements, energy and utility agreements, consulting contracts, software agreements and other miscellaneous agreements and contracts.
|
•
|
Recoverability of Long-Lived Assets
|
•
|
Environmental Liabilities
|
•
|
Benefit Obligations
|
•
|
Loss Contingencies
|
•
|
Income Taxes
|
•
|
Foreign Currency Forwards and Swaps
|
|
Three Months Ended
|
||||||||||
|
March 31,
2019 |
|
June 30,
2019 |
|
September 30,
2019 |
|
December 31,
2019 |
||||
|
(Unaudited)
(In $ millions, except per share data) |
||||||||||
Net sales
|
1,687
|
|
|
1,592
|
|
|
1,586
|
|
|
1,432
|
|
Gross profit
|
453
|
|
|
423
|
|
|
414
|
|
|
316
|
|
Other (charges) gains, net
|
4
|
|
|
(98
|
)
|
|
(7
|
)
|
|
(102
|
)
|
Operating profit (loss)
|
320
|
|
|
186
|
|
|
260
|
|
|
68
|
|
Earnings (loss) from continuing operations before tax
|
385
|
|
|
239
|
|
|
323
|
|
|
41
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
338
|
|
|
210
|
|
|
268
|
|
|
42
|
|
Earnings (loss) from discontinued operations
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
1
|
|
Net earnings (loss)
|
337
|
|
|
209
|
|
|
263
|
|
|
43
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
||||
Continuing operations
|
2.65
|
|
|
1.68
|
|
|
2.18
|
|
|
0.35
|
|
Net earnings (loss)
|
2.64
|
|
|
1.67
|
|
|
2.14
|
|
|
0.36
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
||||
Continuing operations
|
2.64
|
|
|
1.67
|
|
|
2.17
|
|
|
0.35
|
|
Net earnings (loss)
|
2.63
|
|
|
1.66
|
|
|
2.13
|
|
|
0.36
|
|
|
Three Months Ended
|
||||||||||
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||
|
(Unaudited)
(In $ millions, except per share data) |
||||||||||
Net sales
|
1,851
|
|
|
1,844
|
|
|
1,771
|
|
|
1,689
|
|
Gross profit
|
515
|
|
|
521
|
|
|
516
|
|
|
420
|
|
Other (charges) gains, net
|
—
|
|
|
(3
|
)
|
|
12
|
|
|
—
|
|
Operating profit (loss)
|
343
|
|
|
358
|
|
|
374
|
|
|
259
|
|
Earnings (loss) from continuing operations before tax
|
432
|
|
|
442
|
|
|
462
|
|
|
174
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
365
|
|
|
344
|
|
|
407
|
|
|
96
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
Net earnings (loss)
|
363
|
|
|
344
|
|
|
401
|
|
|
99
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
||||
Continuing operations
|
2.69
|
|
|
2.54
|
|
|
3.02
|
|
|
0.73
|
|
Net earnings (loss)
|
2.67
|
|
|
2.54
|
|
|
2.98
|
|
|
0.75
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
||||
Continuing operations
|
2.68
|
|
|
2.52
|
|
|
3.00
|
|
|
0.73
|
|
Net earnings (loss)
|
2.66
|
|
|
2.52
|
|
|
2.96
|
|
|
0.75
|
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
1,433,599
|
|
(1)
|
$
|
—
|
|
|
19,952,545
|
|
(2)
|
(1)
|
Includes (a) options to purchase 0 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") under the Celanese Corporation 2009 Global Incentive Plan, as amended and restated April 19, 2012 and February 9, 2017 (the "2009 Plan"), and (b) 959,696 restricted stock units ("RSUs") granted under the 2009 Plan, and 473,903 RSUs granted under the Celanese Corporation 2018 Global Incentive Plan (the "2018 Plan"), including shares that may be issued pursuant to outstanding performance-based RSUs, assuming currently estimated maximum potential performance; actual shares issued may vary, depending on actual performance. If the performance-based RSUs included in this total vest at the target performance level (as opposed to the maximum potential performance), the aggregate RSUs outstanding would be 1,051,151. Also includes 46,204 share equivalents attributable to RSUs deferred by non-management directors under the Company's 2008 Deferred Compensation Plan (and dividends applied to previous deferrals) and distributable in the form of shares of Common Stock under the 2009 Plan and the 2018 Plan. Upon vesting, a share of the Company's Common Stock is issued for each RSU. Column (b) does not take any of these RSU awards into account because they do not have an exercise price.
|
(2)
|
Includes shares available for future issuance under the 2018 Plan and the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the "ESPP"). As of December 31, 2019, an aggregate of 6,244,945 shares were available for future issuance under the 2018 Plan and 13,707,600 shares of our Common Stock were available for future issuance under the ESPP. As of December 31, 2019, 292,400 shares have been offered for purchase under the ESPP.
|
|
Page Number
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
3.1
|
|
|
|
|
|
3.1(a)
|
|
|
|
|
|
3.1(b)
|
|
|
|
|
|
3.1(c)
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11*
|
|
|
|
|
|
10.1(a)
|
|
|
|
|
|
10.1(b)
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.2(a)
|
|
|
|
|
|
10.2(b)
|
|
|
|
|
|
10.2(c)
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.2(d)
|
|
|
|
|
|
10.2(e)
|
|
|
|
|
|
10.2(f)
|
|
|
|
|
|
10.2(g)
|
|
|
|
|
|
10.2(h)
|
|
|
|
|
|
10.2(i)
|
|
|
|
|
|
10.2(j)
|
|
|
|
|
|
10.3‡
|
|
|
|
|
|
10.3(a)‡
|
|
|
|
|
|
10.3(b)‡
|
|
|
|
|
|
10.4‡
|
|
|
|
|
|
10.4(a)‡
|
|
|
|
|
|
10.4(b)‡
|
|
|
|
|
|
10.4(c)*‡
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.5‡
|
|
|
|
|
|
10.5(a)‡
|
|
|
|
|
|
10.6‡
|
|
|
|
|
|
10.6(a)‡
|
|
|
|
|
|
10.6(b)‡
|
|
|
|
|
|
10.6(c)‡
|
|
|
|
|
|
10.7‡
|
|
|
|
|
|
10.7(a)‡
|
|
|
|
|
|
10.7(b)‡
|
|
|
|
|
|
10.7(c)‡
|
|
|
|
|
|
10.8‡
|
|
|
|
|
|
10.9‡
|
|
|
|
|
|
10.9(a)‡
|
|
|
|
|
|
10.9(b)‡
|
|
|
|
|
|
10.9(c)‡
|
|
|
|
|
|
10.9(d)‡
|
|
|
|
|
|
10.10(a)‡
|
|
|
|
|
|
10.10(b)‡
|
|
|
|
|
|
10.11(a)‡
|
|
|
|
|
|
10.11(b)‡
|
|
|
|
|
|
10.11(c)‡
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.11(d)‡
|
|
|
|
|
|
10.11(e)‡
|
|
|
|
|
|
10.11(f)‡
|
|
|
|
|
|
10.11(g)‡
|
|
|
|
|
|
10.11(h)‡
|
|
|
|
|
|
10.11(i)‡
|
|
|
|
|
|
10.12(a)‡
|
|
|
|
|
|
10.12(b)‡
|
|
|
|
|
|
10.12(c)*‡
|
|
|
|
|
|
10.13‡
|
|
|
|
|
|
10.14‡
|
|
|
|
|
|
10.15*‡
|
|
|
|
|
|
10.15(a)*‡
|
|
|
|
|
|
10.16*‡
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
24.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS*
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2019 has been formatted in Inline XBRL.
|
(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/ LORI J. RYERKERK
|
|
Name:
|
Lori J. Ryerkerk
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
|
Date:
|
February 6, 2020
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ LORI J. RYERKERK
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
February 6, 2020
|
||
Lori J. Ryerkerk
|
||||
|
|
|
||
/s/ SCOTT A. RICHARDSON
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 6, 2020
|
||
Scott A. Richardson
|
||||
|
|
|
||
/s/ BENITA M. CASEY
|
Vice President, Finance, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
February 6, 2020
|
||
Benita M. Casey
|
||||
|
|
|
||
/s/ JEAN S. BLACKWELL
|
Director
|
February 6, 2020
|
||
Jean S. Blackwell
|
||||
|
|
|
||
/s/ WILLIAM M. BROWN
|
Director
|
February 6, 2020
|
||
William M. Brown
|
||||
|
|
|
||
/s/ EDWARD G. GALANTE
|
Director
|
February 6, 2020
|
||
Edward G. Galante
|
||||
|
|
|
||
/s/ KATHRYN M. HILL
|
Director
|
February 6, 2020
|
||
Kathryn M. Hill
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 6, 2020
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 6, 2020
|
||
Jay V. Ihlenfeld
|
||||
|
|
|
||
/s/ MARK C. ROHR
|
Executive Chairman (Chairman of the Board of Directors)
|
February 6, 2020
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ KIM K.W. RUCKER
|
Director
|
February 6, 2020
|
||
Kim K.W. Rucker
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 6, 2020
|
||
John K. Wulff
|
|
Page
Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,297
|
|
|
7,155
|
|
|
6,140
|
|
Cost of sales
|
(4,691
|
)
|
|
(5,183
|
)
|
|
(4,629
|
)
|
Gross profit
|
1,606
|
|
|
1,972
|
|
|
1,511
|
|
Selling, general and administrative expenses
|
(483
|
)
|
|
(546
|
)
|
|
(496
|
)
|
Amortization of intangible assets
|
(24
|
)
|
|
(24
|
)
|
|
(20
|
)
|
Research and development expenses
|
(67
|
)
|
|
(72
|
)
|
|
(73
|
)
|
Other (charges) gains, net
|
(203
|
)
|
|
9
|
|
|
(59
|
)
|
Foreign exchange gain (loss), net
|
7
|
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(2
|
)
|
|
(5
|
)
|
|
(5
|
)
|
Operating profit (loss)
|
834
|
|
|
1,334
|
|
|
857
|
|
Equity in net earnings (loss) of affiliates
|
182
|
|
|
233
|
|
|
183
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
(20
|
)
|
|
(62
|
)
|
|
44
|
|
Interest expense
|
(115
|
)
|
|
(125
|
)
|
|
(122
|
)
|
Refinancing expense
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
Interest income
|
6
|
|
|
6
|
|
|
2
|
|
Dividend income - equity investments
|
113
|
|
|
117
|
|
|
108
|
|
Other income (expense), net
|
(8
|
)
|
|
8
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
988
|
|
|
1,510
|
|
|
1,075
|
|
Income tax (provision) benefit
|
(124
|
)
|
|
(292
|
)
|
|
(213
|
)
|
Earnings (loss) from continuing operations
|
864
|
|
|
1,218
|
|
|
862
|
|
Earnings (loss) from operation of discontinued operations
|
(8
|
)
|
|
(5
|
)
|
|
(16
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
2
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from discontinued operations
|
(6
|
)
|
|
(5
|
)
|
|
(13
|
)
|
Net earnings (loss)
|
858
|
|
|
1,213
|
|
|
849
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
852
|
|
|
1,207
|
|
|
843
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
858
|
|
|
1,212
|
|
|
856
|
|
Earnings (loss) from discontinued operations
|
(6
|
)
|
|
(5
|
)
|
|
(13
|
)
|
Net earnings (loss)
|
852
|
|
|
1,207
|
|
|
843
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.93
|
|
|
9.03
|
|
|
6.21
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.10
|
)
|
Net earnings (loss) - basic
|
6.88
|
|
|
8.99
|
|
|
6.11
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.89
|
|
|
8.95
|
|
|
6.19
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.10
|
)
|
Net earnings (loss) - diluted
|
6.84
|
|
|
8.91
|
|
|
6.09
|
|
Weighted average shares - basic
|
123,925,697
|
|
|
134,305,269
|
|
|
137,902,667
|
|
Weighted average shares - diluted
|
124,651,759
|
|
|
135,416,858
|
|
|
138,317,395
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
858
|
|
|
1,213
|
|
|
849
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
(1
|
)
|
Foreign currency translation
|
(16
|
)
|
|
(60
|
)
|
|
174
|
|
Gain (loss) on cash flow hedges
|
(30
|
)
|
|
(10
|
)
|
|
(1
|
)
|
Pension and postretirement benefits
|
(7
|
)
|
|
—
|
|
|
9
|
|
Total other comprehensive income (loss), net of tax
|
(53
|
)
|
|
(70
|
)
|
|
181
|
|
Total comprehensive income (loss), net of tax
|
805
|
|
|
1,143
|
|
|
1,030
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
799
|
|
|
1,137
|
|
|
1,024
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions, except share data)
|
||||
ASSETS
|
|
|
|
||
Current Assets
|
|
|
|
|
|
Cash and cash equivalents (variable interest entity restricted - 2019: $57; 2018: $24)
|
463
|
|
|
439
|
|
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2019: $9; 2018: $10; variable interest entity restricted - 2019: $6; 2018: $6)
|
850
|
|
|
1,017
|
|
Non-trade receivables, net
|
331
|
|
|
301
|
|
Inventories
|
1,038
|
|
|
1,046
|
|
Marketable securities
|
40
|
|
|
31
|
|
Other assets
|
43
|
|
|
40
|
|
Total current assets
|
2,765
|
|
|
2,874
|
|
Investments in affiliates
|
975
|
|
|
979
|
|
Property, plant and equipment (net of accumulated depreciation - 2019: $2,957; 2018: $2,803; variable interest entity restricted - 2019: $622; 2018: $659)
|
3,713
|
|
|
3,719
|
|
Operating lease right-of-use assets
|
203
|
|
|
—
|
|
Deferred income taxes
|
96
|
|
|
84
|
|
Other assets (variable interest entity restricted - 2019: $9; 2018: $5)
|
338
|
|
|
290
|
|
Goodwill
|
1,074
|
|
|
1,057
|
|
Intangible assets, net (variable interest entity restricted - 2019: $22; 2018: $23)
|
312
|
|
|
310
|
|
Total assets
|
9,476
|
|
|
9,313
|
|
LIABILITIES AND EQUITY
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
496
|
|
|
561
|
|
Trade payables - third party and affiliates
|
780
|
|
|
819
|
|
Other liabilities
|
461
|
|
|
343
|
|
Income taxes payable
|
17
|
|
|
56
|
|
Total current liabilities
|
1,754
|
|
|
1,779
|
|
Long-term debt, net of unamortized deferred financing costs
|
3,409
|
|
|
2,970
|
|
Deferred income taxes
|
257
|
|
|
255
|
|
Uncertain tax positions
|
165
|
|
|
158
|
|
Benefit obligations
|
589
|
|
|
564
|
|
Operating lease liabilities
|
181
|
|
|
—
|
|
Other liabilities
|
223
|
|
|
208
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2019 and 2018: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Common stock, $0.0001 par value, 400,000,000 shares authorized (2019: 168,973,172 issued and 119,555,207 outstanding; 2018: 168,418,954 issued and 128,095,849 outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2019: 49,417,965 shares; 2018: 40,323,105 shares)
|
(3,846
|
)
|
|
(2,849
|
)
|
Additional paid-in capital
|
254
|
|
|
233
|
|
Retained earnings
|
6,399
|
|
|
5,847
|
|
Accumulated other comprehensive income (loss), net
|
(300
|
)
|
|
(247
|
)
|
Total Celanese Corporation stockholders' equity
|
2,507
|
|
|
2,984
|
|
Noncontrolling interests
|
391
|
|
|
395
|
|
Total equity
|
2,898
|
|
|
3,379
|
|
Total liabilities and equity
|
9,476
|
|
|
9,313
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
128,095,849
|
|
|
—
|
|
|
135,769,256
|
|
|
—
|
|
|
140,660,447
|
|
|
—
|
|
Stock option exercises
|
14,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,151
|
|
|
—
|
|
Purchases of treasury stock
|
(9,166,267
|
)
|
|
—
|
|
|
(7,935,392
|
)
|
|
—
|
|
|
(5,436,803
|
)
|
|
—
|
|
Stock awards
|
611,580
|
|
|
—
|
|
|
261,985
|
|
|
—
|
|
|
525,461
|
|
|
—
|
|
Balance as of the end of the period
|
119,555,207
|
|
|
—
|
|
|
128,095,849
|
|
|
—
|
|
|
135,769,256
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
40,323,105
|
|
|
(2,849
|
)
|
|
32,387,713
|
|
|
(2,031
|
)
|
|
26,950,910
|
|
|
(1,531
|
)
|
Purchases of treasury stock, including related fees
|
9,166,267
|
|
|
(1,000
|
)
|
|
7,935,392
|
|
|
(818
|
)
|
|
5,436,803
|
|
|
(500
|
)
|
Issuance of treasury stock under stock plans
|
(71,407
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance as of the end of the period
|
49,417,965
|
|
|
(3,846
|
)
|
|
40,323,105
|
|
|
(2,849
|
)
|
|
32,387,713
|
|
|
(2,031
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
233
|
|
|
|
|
175
|
|
|
|
|
157
|
|
|||
Stock-based compensation, net of tax
|
|
|
22
|
|
|
|
|
58
|
|
|
|
|
23
|
|
|||
Stock option exercises, net of tax
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
|
|
1
|
|
|||
Affiliate purchase of shares from noncontrolling interests
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(6
|
)
|
|||
Balance as of the end of the period
|
|
|
254
|
|
|
|
|
233
|
|
|
|
|
175
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
5,847
|
|
|
|
|
4,920
|
|
|
|
|
4,320
|
|
|||
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
||||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
852
|
|
|
|
|
1,207
|
|
|
|
|
843
|
|
|||
Common stock dividends
|
|
|
(300
|
)
|
|
|
|
(280
|
)
|
|
|
|
(241
|
)
|
|||
Restricted stock unit dividends
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
|||
Balance as of the end of the period
|
|
|
6,399
|
|
|
|
|
5,847
|
|
|
|
|
4,920
|
|
|||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
(247
|
)
|
|
|
|
(177
|
)
|
|
|
|
(358
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
|
(53
|
)
|
|
|
|
(70
|
)
|
|
|
|
181
|
|
|||
Balance as of the end of the period
|
|
|
(300
|
)
|
|
|
|
(247
|
)
|
|
|
|
(177
|
)
|
|||
Total Celanese Corporation stockholders' equity
|
|
|
2,507
|
|
|
|
|
2,984
|
|
|
|
|
2,887
|
|
|||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
395
|
|
|
|
|
412
|
|
|
|
|
433
|
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
6
|
|
|
|
|
6
|
|
|
|
|
6
|
|
|||
(Distributions to) contributions from noncontrolling interests
|
|
|
(10
|
)
|
|
|
|
(23
|
)
|
|
|
|
(27
|
)
|
|||
Balance as of the end of the period
|
|
|
391
|
|
|
|
|
395
|
|
|
|
|
412
|
|
|||
Total equity
|
|
|
2,898
|
|
|
|
|
3,379
|
|
|
|
|
3,299
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|||
Net earnings (loss)
|
858
|
|
|
1,213
|
|
|
849
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
|
|||
Asset impairments
|
83
|
|
|
—
|
|
|
—
|
|
Depreciation, amortization and accretion
|
356
|
|
|
349
|
|
|
310
|
|
Pension and postretirement net periodic benefit cost
|
(58
|
)
|
|
(92
|
)
|
|
(80
|
)
|
Pension and postretirement contributions
|
(47
|
)
|
|
(47
|
)
|
|
(363
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
87
|
|
|
165
|
|
|
46
|
|
Pension curtailments and settlements, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
Deferred income taxes, net
|
(31
|
)
|
|
137
|
|
|
(152
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
3
|
|
|
7
|
|
|
5
|
|
Stock-based compensation
|
48
|
|
|
71
|
|
|
47
|
|
Undistributed earnings in unconsolidated affiliates
|
(14
|
)
|
|
(12
|
)
|
|
(52
|
)
|
Other, net
|
18
|
|
|
26
|
|
|
12
|
|
Operating cash provided by (used in) discontinued operations
|
—
|
|
|
(10
|
)
|
|
8
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|||
Trade receivables - third party and affiliates, net
|
165
|
|
|
(48
|
)
|
|
(110
|
)
|
Inventories
|
6
|
|
|
(158
|
)
|
|
(97
|
)
|
Other assets
|
(9
|
)
|
|
(113
|
)
|
|
(7
|
)
|
Trade payables - third party and affiliates
|
(59
|
)
|
|
15
|
|
|
126
|
|
Other liabilities
|
48
|
|
|
56
|
|
|
261
|
|
Net cash provided by (used in) operating activities
|
1,454
|
|
|
1,558
|
|
|
803
|
|
Investing Activities
|
|
|
|
|
|
|||
Capital expenditures on property, plant and equipment
|
(370
|
)
|
|
(337
|
)
|
|
(267
|
)
|
Acquisitions, net of cash acquired
|
(91
|
)
|
|
(144
|
)
|
|
(269
|
)
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
13
|
|
|
1
|
|
Purchases of marketable securities
|
(16
|
)
|
|
—
|
|
|
—
|
|
Other, net
|
(17
|
)
|
|
(39
|
)
|
|
(14
|
)
|
Net cash provided by (used in) investing activities
|
(493
|
)
|
|
(507
|
)
|
|
(549
|
)
|
Financing Activities
|
|
|
|
|
|
|||
Net change in short-term borrowings with maturities of 3 months or less
|
247
|
|
|
(38
|
)
|
|
111
|
|
Proceeds from short-term borrowings
|
117
|
|
|
51
|
|
|
182
|
|
Repayments of short-term borrowings
|
(91
|
)
|
|
(78
|
)
|
|
(124
|
)
|
Proceeds from long-term debt
|
499
|
|
|
561
|
|
|
351
|
|
Repayments of long-term debt
|
(360
|
)
|
|
(536
|
)
|
|
(77
|
)
|
Purchases of treasury stock, including related fees
|
(996
|
)
|
|
(805
|
)
|
|
(500
|
)
|
Stock option exercises
|
(1
|
)
|
|
—
|
|
|
1
|
|
Common stock dividends
|
(300
|
)
|
|
(280
|
)
|
|
(241
|
)
|
(Distributions to) contributions from noncontrolling interests
|
(10
|
)
|
|
(23
|
)
|
|
(27
|
)
|
Other, net
|
(40
|
)
|
|
(17
|
)
|
|
(27
|
)
|
Net cash provided by (used in) financing activities
|
(935
|
)
|
|
(1,165
|
)
|
|
(351
|
)
|
Exchange rate effects on cash and cash equivalents
|
(2
|
)
|
|
(23
|
)
|
|
35
|
|
Net increase (decrease) in cash and cash equivalents
|
24
|
|
|
(137
|
)
|
|
(62
|
)
|
Cash and cash equivalents as of beginning of period
|
439
|
|
|
576
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
463
|
|
|
439
|
|
|
576
|
|
•
|
Discount Rate
|
•
|
Expected Long-Term Rate of Return on Assets
|
•
|
Investment Policies and Strategies
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Interest Rate Risk Management
|
•
|
Foreign Exchange Risk Management
|
•
|
Commodity Risk Management
|
•
|
Contract Estimates
|
•
|
Contract Balances
|
•
|
Restricted Stock Units ("RSUs")
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes.
|
|
The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in FASB Accounting Standards Codification ("ASC") Topic 740, Income Taxes ("Topic 740"). The guidance also clarifies and amends existing guidance under Topic 740.
|
|
January 1, 2021. Early adoption is permitted.
|
|
The Company has completed its assessment and will adopt the new guidance effective January 1, 2021. The adoption of the new guidance will not have a material impact to the Company.
|
|
|
|
|
|
|
|
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 adopted the new guidance effective January 1, 2019. The adoption of the new guidance did not have a material impact to the Company's 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 to the Company.
|
|
|
|
|
|
|
|
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments.
|
|
The new guidance requires financial instruments measured at amortized cost basis to be presented at the net amount expected to be collected through application of the current expected credit losses model. The model requires an estimate of the credit losses expected over the life of an exposure or pool of exposures. The income statement will reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period.
|
|
January 1, 2020. Early adoption is permitted.
|
|
The Company has completed its assessment and will adopt the new guidance effective January 1, 2020. The adoption of the new guidance will not have a material impact to 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 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 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.
|
•
|
Ocotlán, Mexico
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Asset impairments(1)
|
83
|
|
|
—
|
|
Restructuring(1)
|
4
|
|
|
2
|
|
Accelerated depreciation expense
|
9
|
|
|
15
|
|
Loss on disposition of assets, net
|
1
|
|
|
1
|
|
Other
|
7
|
|
(2)
|
1
|
|
Total
|
104
|
|
|
19
|
|
(1)
|
(2)
|
Primarily related to inventory write-offs.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
57
|
|
|
24
|
|
Trade receivables, net - third party and affiliates
|
12
|
|
|
11
|
|
Property, plant and equipment (net of accumulated depreciation - 2019: $174; 2018: $130)
|
622
|
|
|
659
|
|
Intangible assets (net of accumulated amortization - 2019: $4; 2018: $3)
|
22
|
|
|
23
|
|
Other assets
|
9
|
|
|
5
|
|
Total assets(1)
|
722
|
|
|
722
|
|
|
|
|
|
||
Trade payables
|
24
|
|
|
16
|
|
Other liabilities(2)
|
5
|
|
|
4
|
|
Total debt
|
4
|
|
|
5
|
|
Deferred income taxes
|
4
|
|
|
3
|
|
Total liabilities
|
37
|
|
|
28
|
|
(1)
|
Joint venture assets can only be used to settle the obligations of Fairway.
|
(2)
|
Primarily represents amounts owed by Fairway to the Company for reimbursement of expenditures.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
31
|
|
|
42
|
|
|
|
|
|
||
Trade payables
|
30
|
|
|
27
|
|
Current installments of long-term debt
|
16
|
|
|
14
|
|
Long-term debt
|
41
|
|
|
58
|
|
Total liabilities
|
87
|
|
|
99
|
|
|
|
|
|
||
Maximum exposure to loss
|
113
|
|
|
134
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
859
|
|
|
1,027
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(10
|
)
|
Trade receivables - third party and affiliates, net
|
850
|
|
|
1,017
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
203
|
|
|
176
|
|
Reinsurance receivables
|
16
|
|
|
14
|
|
Income taxes receivable
|
27
|
|
|
26
|
|
Other
|
85
|
|
|
85
|
|
Non-trade receivables, net
|
331
|
|
|
301
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Finished goods
|
718
|
|
|
697
|
|
Work-in-process
|
76
|
|
|
70
|
|
Raw materials and supplies
|
244
|
|
|
279
|
|
Total
|
1,038
|
|
|
1,046
|
|
|
Ownership
as of
December 31,
|
|
Carrying
Value as of
December 31,
|
|
Share of
Earnings (Loss) Year Ended
December 31,
|
|
Dividends and
Other Distributions Year Ended
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
164
|
|
|
164
|
|
|
68
|
|
|
96
|
|
|
58
|
|
|
(69
|
)
|
|
(112
|
)
|
|
(1
|
)
|
InfraServ GmbH & Co. Hoechst KG(1)(3)
|
32
|
|
32
|
|
116
|
|
|
129
|
|
|
14
|
|
|
20
|
|
|
19
|
|
|
(17
|
)
|
|
(25
|
)
|
|
(26
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
133
|
|
|
122
|
|
|
18
|
|
|
14
|
|
|
17
|
|
|
(7
|
)
|
|
(3
|
)
|
|
(6
|
)
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
146
|
|
|
150
|
|
|
27
|
|
|
29
|
|
|
25
|
|
|
(28
|
)
|
|
(27
|
)
|
|
(25
|
)
|
Polyplastics Co., Ltd.
|
45
|
|
45
|
|
192
|
|
|
196
|
|
|
44
|
|
|
64
|
|
|
57
|
|
|
(39
|
)
|
|
(45
|
)
|
|
(64
|
)
|
Sherbrooke Capital Health and
Wellness, L.P.(2) |
—
|
|
10
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other Activities(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG(4)
|
30
|
|
30
|
|
38
|
|
|
36
|
|
|
8
|
|
|
7
|
|
|
4
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
YNCORIS GmbH & Co. KG(4)(5)
|
22
|
|
22
|
|
16
|
|
|
16
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
Total
|
|
|
|
|
805
|
|
|
815
|
|
|
182
|
|
|
233
|
|
|
183
|
|
|
(168
|
)
|
|
(221
|
)
|
|
(131
|
)
|
(1)
|
InfraServ GmbH & Co. Hoechst KG is owned primarily by an entity included in the Company's Engineered Materials segment. The Company's Acetyl Chain segment also holds an ownership percentage.
|
(2)
|
The Company accounted for its ownership interest in Sherbrooke Capital Health and Wellness, L.P. ("Sherbrooke") under the equity method of accounting because the Company was able to exercise significant influence.
|
(3)
|
InfraServ real estate service companies ("InfraServ Entities") own and operate sites in Frankfurt am Main-Hoechst, Gendorf and Knapsack, Germany. The InfraServ Entities were created to own land and property and to provide various technical and administrative services at these manufacturing locations.
|
(4)
|
(5)
|
Formerly known as InfraServ GmbH & Co. Knapsack KG.
|
|
As of September 30,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Current assets
|
253
|
|
|
448
|
|
Noncurrent assets
|
871
|
|
|
825
|
|
Current liabilities
|
148
|
|
|
200
|
|
Noncurrent liabilities
|
433
|
|
|
450
|
|
|
Twelve Months Ended
September 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Revenues
|
726
|
|
|
913
|
|
|
759
|
|
Gross profit
|
299
|
|
|
396
|
|
|
306
|
|
Net income
|
227
|
|
|
322
|
|
|
256
|
|
|
Ownership
as of
December 31,
|
|
Carrying
Value
as of
December 31,
|
|
Dividend
Income for the Year Ended
December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Acetate Tow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
11
|
|
|
12
|
|
|
12
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
121
|
|
|
115
|
|
|
79
|
|
|
87
|
|
|
81
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
30
|
|
|
30
|
|
|
22
|
|
|
13
|
|
|
14
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
5
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Other
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Total
|
|
|
|
|
170
|
|
|
164
|
|
|
113
|
|
|
117
|
|
|
108
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
291
|
|
|
305
|
|
|
250
|
|
Sales and other credits
|
102
|
|
|
117
|
|
|
77
|
|
Interest expense
|
1
|
|
|
1
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Trade receivables
|
1
|
|
|
—
|
|
Non-trade receivables
|
35
|
|
|
29
|
|
Total due from affiliates
|
36
|
|
|
29
|
|
|
|
|
|
||
Short-term borrowings(1)
|
67
|
|
|
50
|
|
Trade payables
|
43
|
|
|
46
|
|
Current Other liabilities
|
10
|
|
|
11
|
|
Total due to affiliates
|
120
|
|
|
107
|
|
(1)
|
The Company has agreements with certain affiliates whereby excess affiliate cash is lent to and managed by the Company at variable interest rates governed by those agreements.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Land
|
46
|
|
|
46
|
|
Land improvements
|
78
|
|
|
77
|
|
Buildings and building improvements
|
775
|
|
|
760
|
|
Machinery and equipment
|
5,316
|
|
|
5,223
|
|
Construction in progress
|
455
|
|
|
416
|
|
Gross asset value
|
6,670
|
|
|
6,522
|
|
Accumulated depreciation
|
(2,957
|
)
|
|
(2,803
|
)
|
Net book value
|
3,713
|
|
|
3,719
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Buildings
|
13
|
|
|
14
|
|
Machinery and equipment
|
272
|
|
|
279
|
|
Accumulated depreciation
|
(202
|
)
|
|
(188
|
)
|
Net book value
|
83
|
|
|
105
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
8
|
|
|
10
|
|
|
6
|
|
Depreciation expense
|
327
|
|
|
319
|
|
|
285
|
|
|
Engineered
Materials |
|
Acetate Tow
|
|
Acetyl
Chain |
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2017
|
643
|
|
|
149
|
|
|
211
|
|
|
1,003
|
|
Acquisitions
|
84
|
|
(1)
|
—
|
|
|
—
|
|
|
84
|
|
Exchange rate changes
|
(20
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(30
|
)
|
As of December 31, 2018
|
707
|
|
|
148
|
|
|
202
|
|
|
1,057
|
|
Acquisitions
|
29
|
|
(2)
|
—
|
|
|
—
|
|
|
29
|
|
Exchange rate changes
|
(9
|
)
|
|
—
|
|
|
(3
|
)
|
|
(12
|
)
|
As of December 31, 2019(3)
|
727
|
|
|
148
|
|
|
199
|
|
|
1,074
|
|
(1)
|
Represents goodwill related to the acquisition of Omni Plastics, L.L.C. ("Omni Plastics").
|
(2)
|
Represents goodwill related to the acquisition of Next Polymers Ltd. ("Next Polymers").
|
(3)
|
There were $0 million of accumulated impairment losses as of December 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, 2017
|
38
|
|
|
640
|
|
|
45
|
|
|
54
|
|
|
777
|
|
|
Acquisitions
|
—
|
|
|
32
|
|
|
—
|
|
|
3
|
|
|
35
|
|
(1)
|
Renewals
|
6
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
Exchange rate changes
|
(2
|
)
|
|
(21
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(25
|
)
|
|
As of December 31, 2018
|
42
|
|
|
651
|
|
|
44
|
|
|
56
|
|
|
793
|
|
|
Acquisitions
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
(3)
|
Exchange rate changes
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
As of December 31, 2019
|
42
|
|
|
667
|
|
|
44
|
|
|
56
|
|
|
809
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
(33
|
)
|
|
(496
|
)
|
|
(30
|
)
|
|
(32
|
)
|
|
(591
|
)
|
|
Amortization
|
(2
|
)
|
|
(16
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(24
|
)
|
|
Exchange rate changes
|
2
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
20
|
|
|
As of December 31, 2018
|
(33
|
)
|
|
(495
|
)
|
|
(32
|
)
|
|
(35
|
)
|
|
(595
|
)
|
|
Amortization
|
(2
|
)
|
|
(16
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(24
|
)
|
|
Exchange rate changes
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
As of December 31, 2019
|
(35
|
)
|
|
(504
|
)
|
|
(35
|
)
|
|
(38
|
)
|
|
(612
|
)
|
|
Net book value
|
7
|
|
|
163
|
|
|
9
|
|
|
18
|
|
|
197
|
|
|
(1)
|
Primarily related to intangible assets acquired from Omni Plastics during the year ended December 31, 2018, with a weighted average amortization period of 11 years.
|
(2)
|
During the year ended December 31, 2018, the Company extended a research and development technology agreement license, which is being amortized over a period of 5 years.
|
(3)
|
Related to intangible assets acquired from Next Polymers during the year ended December 31, 2019, with a weighted average amortization period of 13 years.
|
|
Trademarks
and Trade Names
|
|
|
|
(In $ millions)
|
|
|
As of December 31, 2017
|
115
|
|
|
Acquisitions
|
—
|
|
|
Exchange rate changes
|
(3
|
)
|
|
As of December 31, 2018
|
112
|
|
|
Acquisitions
|
4
|
|
(1)
|
—
|
|
|
|
Exchange rate changes
|
(1
|
)
|
|
As of December 31, 2019
|
115
|
|
|
(1)
|
Related to indefinite-lived intangible assets acquired from Next Polymers.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
6
|
|
|
3
|
|
28
|
|
|
30
|
|
|
Customer rebates
|
63
|
|
|
76
|
|
8
|
|
|
7
|
|
|
12
|
|
|
20
|
|
|
Insurance
|
6
|
|
|
4
|
|
Interest
|
29
|
|
|
21
|
|
105
|
|
|
4
|
|
|
29
|
|
|
—
|
|
|
13
|
|
|
4
|
|
|
Salaries and benefits
|
89
|
|
|
119
|
|
Sales and use tax/foreign withholding tax payable
|
35
|
|
|
22
|
|
Other
|
38
|
|
|
33
|
|
Total
|
461
|
|
|
343
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
16
|
|
|
26
|
|
|
29
|
|
Additions(1)
|
5
|
|
|
2
|
|
|
—
|
|
Accretion
|
—
|
|
|
—
|
|
|
1
|
|
Payments
|
(3
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Revisions to cash flow estimates(2)
|
1
|
|
|
(8
|
)
|
|
1
|
|
Balance at end of year
|
19
|
|
|
16
|
|
|
26
|
|
(1)
|
Primarily relates to sites which management no longer considers to have an indeterminate life.
|
(2)
|
Primarily relates to revisions to the estimated cost and timing of future obligations.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
28
|
|
|
367
|
|
Short-term borrowings, including amounts due to affiliates(1)
|
81
|
|
|
77
|
|
Revolving credit facility(2)
|
272
|
|
|
40
|
|
Accounts receivable securitization facility(3)
|
115
|
|
|
77
|
|
Total
|
496
|
|
|
561
|
|
(1)
|
The weighted average interest rate was 2.3% and 3.2% as of December 31, 2019 and 2018, respectively.
|
(2)
|
The weighted average interest rate was 1.6% and 6.0% as of December 31, 2019 and 2018, respectively.
|
(3)
|
The weighted average interest rate was 2.4% and 3.1% as of December 31, 2019 and 2018, respectively.
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior unsecured notes due 2019, interest rate of 3.250%
|
—
|
|
|
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 2024, interest rate of 3.500%
|
499
|
|
|
—
|
|
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 Group ("Nilit") bank loans due at various dates through 2026(1)
|
9
|
|
|
10
|
|
Obligations under finance leases due at various dates through 2054
|
144
|
|
|
167
|
|
Subtotal
|
3,455
|
|
|
3,355
|
|
Unamortized debt issuance costs(2)
|
(18
|
)
|
|
(18
|
)
|
Current installments of long-term debt
|
(28
|
)
|
|
(367
|
)
|
Total
|
3,409
|
|
|
2,970
|
|
(1)
|
The weighted average interest rate was 1.3% and 1.3% as of December 31, 2019 and 2018, respectively.
|
(2)
|
Related to the Company's long-term debt, excluding obligations under finance leases.
|
|
As of December 31, 2019
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding(1)
|
272
|
|
Letters of credit issued
|
—
|
|
Available for borrowing(2)
|
978
|
|
(1)
|
The Company borrowed $1.3 billion and repaid $1.1 billion under its senior unsecured revolving credit facility during the year ended December 31, 2019.
|
(2)
|
The margin for borrowings under the senior unsecured revolving credit facility was 1.25% above LIBOR or EURIBOR at current Company credit ratings.
|
|
As of December 31, 2019
|
|
|
(In $ millions)
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding(1)
|
115
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
5
|
|
Total borrowing base
|
120
|
|
|
|
|
Maximum borrowing base(2)
|
120
|
|
(1)
|
The Company borrowed $112 million and repaid $74 million under this facility during the year ended December 31, 2019.
|
(2)
|
Outstanding accounts receivable transferred to the SPE was $161 million.
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, any underfunding may be borne by the remaining participants, especially since regulations strictly enforce funding requirements.
|
•
|
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Multiemployer defined benefit plan
|
8
|
|
|
8
|
|
|
7
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Postemployment benefits
|
7
|
|
|
8
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
42
|
|
|
40
|
|
|
40
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,412
|
|
|
3,728
|
|
|
59
|
|
|
66
|
|
Service cost
|
9
|
|
|
9
|
|
|
—
|
|
|
1
|
|
Interest cost
|
115
|
|
|
104
|
|
|
2
|
|
|
2
|
|
Net actuarial (gain) loss(1)
|
377
|
|
|
(163
|
)
|
|
8
|
|
|
(4
|
)
|
Settlements
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(230
|
)
|
|
(235
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Curtailments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Special termination benefits
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
(3
|
)
|
|
(32
|
)
|
|
—
|
|
|
(2
|
)
|
Other(2)
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
3,610
|
|
|
3,412
|
|
|
64
|
|
|
59
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,915
|
|
|
3,251
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
467
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
Employer contributions
|
42
|
|
|
43
|
|
|
5
|
|
|
4
|
|
Settlements
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid(3)
|
(230
|
)
|
|
(235
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Other(2)
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
2
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
3,141
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(469
|
)
|
|
(497
|
)
|
|
(64
|
)
|
|
(59
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
77
|
|
|
30
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(23
|
)
|
|
(24
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Benefit obligations
|
(523
|
)
|
|
(503
|
)
|
|
(60
|
)
|
|
(54
|
)
|
Net amount recognized
|
(469
|
)
|
|
(497
|
)
|
|
(64
|
)
|
|
(59
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss(4)
|
15
|
|
|
8
|
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Net amount recognized(5)
|
15
|
|
|
8
|
|
|
(1
|
)
|
|
—
|
|
(1)
|
Primarily relates to changes in discount rates.
|
(2)
|
Primarily relates to lump sum offers for certain participants of the US qualified defined benefit pension plan.
|
(3)
|
Includes benefit payments to nonqualified pension plans of $21 million and $22 million as of December 31, 2019 and 2018, respectively.
|
(4)
|
Relates to the pension plans of the Company's equity method investments.
|
(5)
|
Amount shown net of an income tax benefit of $4 million and $5 million as of December 31, 2019 and 2018, respectively, in the consolidated statements of equity (Note 17).
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(In percentages)
|
||||||
US plans
|
81
|
|
82
|
|
55
|
|
57
|
International plans
|
19
|
|
18
|
|
45
|
|
43
|
Total
|
100
|
|
100
|
|
100
|
|
100
|
|
Pension Benefits
As of December 31, |
||
|
2019
|
|
2018
|
|
(In percentages)
|
||
US plans
|
87
|
|
88
|
International plans
|
13
|
|
12
|
Total
|
100
|
|
100
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
881
|
|
|
840
|
|
Fair value of plan assets
|
337
|
|
|
314
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
776
|
|
|
749
|
|
Fair value of plan assets
|
255
|
|
|
243
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Accumulated postretirement benefit obligation
|
64
|
|
|
58
|
|
Fair value of plan assets
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,584
|
|
|
3,390
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
9
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Interest cost
|
115
|
|
|
104
|
|
|
107
|
|
|
2
|
|
|
2
|
|
|
1
|
|
Expected return on plan assets
|
(185
|
)
|
|
(210
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost / (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Recognized actuarial (gain) loss
|
79
|
|
|
169
|
|
|
48
|
|
|
8
|
|
|
(4
|
)
|
|
(2
|
)
|
Curtailment (gain) loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefit
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
19
|
|
|
73
|
|
|
(33
|
)
|
|
10
|
|
|
(1
|
)
|
|
(1
|
)
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities
|
24
|
|
|
31
|
|
Noncurrent Other assets, consisting of insurance contracts
|
35
|
|
|
37
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
20
|
|
|
21
|
|
Benefit obligations
|
219
|
|
|
213
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
3.2
|
|
4.2
|
|
3.1
|
|
4.1
|
International plans
|
1.4
|
|
2.1
|
|
2.7
|
|
3.4
|
Combined
|
2.8
|
|
3.8
|
|
2.9
|
|
3.8
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
N/A
|
|
|
|
|
International plans
|
2.6
|
|
2.8
|
|
|
|
|
Combined
|
2.6
|
|
2.8
|
|
|
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.2
|
|
3.5
|
|
3.9
|
|
4.1
|
|
3.4
|
|
3.8
|
International plans
|
2.1
|
|
2.1
|
|
2.1
|
|
3.4
|
|
3.2
|
|
3.3
|
Combined
|
3.8
|
|
3.3
|
|
3.7
|
|
3.8
|
|
3.2
|
|
3.4
|
Discount Rate Service Cost
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.1
|
|
1.9
|
|
1.2
|
|
4.6
|
|
3.7
|
|
4.0
|
International plans
|
2.5
|
|
2.3
|
|
2.5
|
|
3.4
|
|
3.3
|
|
3.4
|
Combined
|
2.5
|
|
2.2
|
|
2.5
|
|
3.4
|
|
2.9
|
|
2.9
|
Discount Rate Interest Cost
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.9
|
|
3.1
|
|
3.3
|
|
3.8
|
|
3.0
|
|
3.1
|
International plans
|
1.8
|
|
1.7
|
|
1.7
|
|
3.2
|
|
2.9
|
|
2.9
|
Combined
|
3.5
|
|
2.9
|
|
3.1
|
|
3.5
|
|
2.9
|
|
2.9
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
6.7
|
|
6.8
|
|
7.5
|
|
|
|
|
|
|
International plans
|
5.6
|
|
5.9
|
|
5.9
|
|
|
|
|
|
|
Combined
|
6.5
|
|
6.7
|
|
7.3
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
International plans
|
2.8
|
|
2.8
|
|
2.8
|
|
|
|
|
|
|
Combined
|
2.8
|
|
2.8
|
|
2.8
|
|
|
|
|
|
|
Interest Crediting Rate
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.0
|
|
2.8
|
|
2.3
|
|
|
|
|
|
|
International plans
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
Combined
|
3.0
|
|
2.8
|
|
2.3
|
|
|
|
|
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
|
(In percentages, except year)
|
||||
Health care cost trend rate assumed for next year
|
8.0
|
|
8.5
|
|
9.0
|
Health care cost trend ultimate rate
|
5.0
|
|
5.0
|
|
5.0
|
Health care cost trend ultimate rate year
|
2026
|
|
2026
|
|
2026
|
|
US
Plans
|
|
International
Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
80
|
|
58
|
Equities - domestic to plans
|
10
|
|
15
|
Equities - international to plans
|
10
|
|
—
|
Other
|
—
|
|
27
|
Total
|
100
|
|
100
|
|
Fair Value Measurement
|
||||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
As of December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
2
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
7
|
|
|
3
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
International companies
|
77
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
59
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
762
|
|
|
691
|
|
|
762
|
|
|
691
|
|
Treasuries, other debt
|
35
|
|
|
127
|
|
|
1,403
|
|
|
1,293
|
|
|
1,438
|
|
|
1,420
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
15
|
|
|
8
|
|
|
15
|
|
|
8
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
47
|
|
|
35
|
|
|
47
|
|
|
35
|
|
Other
|
4
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
5
|
|
Total investments, at fair value(1)
|
124
|
|
|
192
|
|
|
2,235
|
|
|
2,031
|
|
|
2,359
|
|
|
2,223
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
7
|
|
|
3
|
|
Total liabilities
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
7
|
|
|
3
|
|
Total net assets(2)
|
124
|
|
|
192
|
|
|
2,228
|
|
|
2,028
|
|
|
2,352
|
|
|
2,220
|
|
(1)
|
Certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. Total investments, at fair value, for the year ended December 31, 2019 excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of $689 million, $62 million and $35 million, respectively. Total investments, at fair value, for the year ended December 31, 2018 excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of $595 million, $54 million and $29 million, respectively.
|
(2)
|
Total net assets excludes non-financial plan receivables and payables of $29 million and $26 million, respectively, as of December 31, 2019 and $36 million and $19 million, respectively, as of December 31, 2018. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
Total
Expected
2020
|
|
|
(In $ millions)
|
|
Cash contributions to defined benefit pension plans
|
23
|
|
Benefit payments to nonqualified pension plans
|
20
|
|
Benefit payments to other postretirement benefit plans
|
5
|
|
|
Pension
Benefit
Payments(1)
|
|
Company Portion
of Postretirement
Benefit Cost(2)
|
||
|
(In $ millions)
|
||||
2020
|
238
|
|
|
5
|
|
2021
|
228
|
|
|
4
|
|
2022
|
225
|
|
|
4
|
|
2023
|
223
|
|
|
4
|
|
2024
|
219
|
|
|
4
|
|
2025-2029
|
1,038
|
|
|
17
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
(2)
|
Payments are expected to be made primarily from Company assets.
|
|
As of December 31, 2019
|
|||||
|
Ownership
|
|
Liability
|
|
Reserves(1)
|
|
|
(In percentages)
|
|
(In $ millions)
|
|||
InfraServ GmbH & Co. Gendorf KG
|
30
|
|
10
|
|
9
|
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
68
|
|
YNCORIS GmbH & Co. KG(2)
|
22
|
|
22
|
|
1
|
|
(1)
|
Gross reserves maintained by the respective entity.
|
(2)
|
Formerly known as InfraServ GmbH & Co. Knapsack KG.
|
|
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
|
April 2018
|
17
|
|
0.54
|
|
|
2.16
|
|
|
May 2018
|
April 2019
|
15
|
|
0.62
|
|
|
2.48
|
|
|
May 2019
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2019 |
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|||||||||
Shares repurchased
|
9,166,267
|
|
|
7,933,692
|
|
(1)
|
5,436,803
|
|
|
56,878,978
|
|
||||
Average purchase price per share
|
$
|
109.10
|
|
|
$
|
103.01
|
|
|
$
|
91.97
|
|
|
$
|
73.01
|
|
Amount spent on repurchased shares (in millions)
|
$
|
1,000
|
|
|
$
|
817
|
|
|
$
|
500
|
|
|
$
|
4,153
|
|
Aggregate Board of Directors repurchase authorizations during the period (in millions)
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
5,366
|
|
(1)
|
Excludes 1,700 common shares reacquired pursuant to an employee clawback agreement.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|||||||||
|
(In $ millions)
|
|||||||||||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Foreign currency translation
|
(10
|
)
|
|
(6
|
)
|
|
(16
|
)
|
|
(65
|
)
|
|
5
|
|
|
(60
|
)
|
|
162
|
|
|
12
|
|
|
174
|
|
Gain (loss) on cash flow hedges
|
(38
|
)
|
|
8
|
|
|
(30
|
)
|
|
(12
|
)
|
|
2
|
|
|
(10
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Pension and postretirement benefits
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
7
|
|
|
2
|
|
|
9
|
|
Total
|
(54
|
)
|
|
1
|
|
|
(53
|
)
|
|
(76
|
)
|
|
6
|
|
|
(70
|
)
|
|
169
|
|
|
12
|
|
|
181
|
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
from Cash Flow Hedges
|
|
Pension
and
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2016
|
1
|
|
|
(350
|
)
|
|
3
|
|
|
(12
|
)
|
|
(358
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
162
|
|
|
4
|
|
|
8
|
|
|
174
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
Income tax (provision) benefit
|
(1
|
)
|
|
12
|
|
|
(1
|
)
|
|
2
|
|
|
12
|
|
As of December 31, 2017
|
—
|
|
|
(176
|
)
|
|
2
|
|
|
(3
|
)
|
|
(177
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(65
|
)
|
|
(11
|
)
|
|
1
|
|
|
(75
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Income tax (provision) benefit
|
—
|
|
|
5
|
|
|
2
|
|
|
(1
|
)
|
|
6
|
|
As of December 31, 2018
|
—
|
|
|
(236
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(247
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(10
|
)
|
|
(36
|
)
|
|
(6
|
)
|
|
(52
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Income tax (provision) benefit
|
—
|
|
|
(6
|
)
|
|
8
|
|
|
(1
|
)
|
|
1
|
|
As of December 31, 2019
|
—
|
|
|
(252
|
)
|
|
(38
|
)
|
|
(10
|
)
|
|
(300
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
(23
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
InfraServ ownership change
|
—
|
|
|
—
|
|
|
(4
|
)
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
Plant/office closures
|
(4
|
)
|
|
13
|
|
|
(52
|
)
|
Commercial disputes
|
(4
|
)
|
|
—
|
|
|
—
|
|
European Commission investigation
|
(89
|
)
|
|
—
|
|
|
—
|
|
Total
|
(203
|
)
|
|
9
|
|
|
(59
|
)
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl
Chain
|
|
Other
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
Additions
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
Cash payments
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2018
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
Additions
|
10
|
|
|
4
|
|
|
1
|
|
|
9
|
|
|
24
|
|
Cash payments
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(14
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2019
|
5
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
13
|
|
Other Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2017
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Additions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Cash payments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
5
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
13
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
US
|
252
|
|
|
480
|
|
|
262
|
|
International
|
736
|
|
|
1,030
|
|
|
813
|
|
Total
|
988
|
|
|
1,510
|
|
|
1,075
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions, except percentages)
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
208
|
|
|
317
|
|
|
376
|
|
Change in valuation allowance
|
(47
|
)
|
|
94
|
|
|
218
|
|
Equity income and dividends
|
(38
|
)
|
|
(48
|
)
|
|
(87
|
)
|
(Income) expense not resulting in tax impact, net
|
(9
|
)
|
|
(51
|
)
|
|
(157
|
)
|
US tax effect of foreign earnings and dividends
|
85
|
|
|
25
|
|
|
521
|
|
Foreign tax credits
|
(76
|
)
|
|
(20
|
)
|
|
(759
|
)
|
Other foreign tax rate differentials
|
4
|
|
|
17
|
|
|
(38
|
)
|
Legislative changes
|
(3
|
)
|
|
(59
|
)
|
|
116
|
|
State income taxes, net of federal benefit
|
6
|
|
|
4
|
|
|
12
|
|
Other, net
|
(6
|
)
|
|
13
|
|
|
11
|
|
Income tax provision (benefit)
|
124
|
|
|
292
|
|
|
213
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
13
|
%
|
|
19
|
%
|
|
20
|
%
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
140
|
|
|
138
|
|
Accrued expenses
|
57
|
|
|
61
|
|
Inventory
|
11
|
|
|
13
|
|
Net operating loss carryforwards
|
506
|
|
|
616
|
|
Tax credit carryforwards
|
273
|
|
|
330
|
|
Other
|
227
|
|
|
195
|
|
Subtotal
|
1,214
|
|
|
1,353
|
|
Valuation allowance(1)
|
(714
|
)
|
|
(899
|
)
|
Total
|
500
|
|
|
454
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
411
|
|
|
375
|
|
Investments in affiliates
|
192
|
|
|
203
|
|
Other
|
58
|
|
|
47
|
|
Total
|
661
|
|
|
625
|
|
Net deferred tax assets (liabilities)
|
(161
|
)
|
|
(171
|
)
|
(1)
|
Includes deferred tax asset valuation allowances for the Company's deferred tax assets in the US, Luxembourg, Spain, China, the United Kingdom, Mexico, Canada and France. These valuation allowances relate primarily to net operating loss carryforward benefits and other net deferred tax assets, all of which may not be realizable.
|
•
|
Net Operating Loss Carryforwards
|
•
|
Tax Credit Carryforwards
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
162
|
|
|
119
|
|
|
114
|
|
Increases in tax positions for the current year
|
1
|
|
|
61
|
|
|
14
|
|
Increases in tax positions for prior years(1)
|
37
|
|
|
4
|
|
|
4
|
|
Decreases in tax positions for prior years
|
(41
|
)
|
|
(21
|
)
|
|
(7
|
)
|
Decreases due to settlements
|
(25
|
)
|
|
(1
|
)
|
|
(6
|
)
|
As of the end of the year
|
134
|
|
|
162
|
|
|
119
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
132
|
|
|
154
|
|
|
100
|
|
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations(2)
|
5
|
|
|
1
|
|
|
6
|
|
Total amount of interest expense and penalties recognized in the consolidated balance sheets
|
45
|
|
|
38
|
|
|
38
|
|
(1)
|
Includes the impact on uncertain tax positions for the year ended December 31, 2019 due to the closure of federal income tax audits for the years 2009 through 2012 and uncertain tax positions related to the Nilit acquisition of $4 million for the year ended December 31, 2017.
|
(2)
|
This amount reflects interest on uncertain tax positions and release of certain tax positions as a result of an audit closure that was reflected in the consolidated statements of operations.
|
|
As of December 31, 2019
|
||||
|
Shares
Available for
Awards
|
|
Shares
Subject to
Outstanding
Awards
|
||
2018 GIP
|
6,244,945
|
|
|
473,903
|
|
2009 GIP
|
—
|
|
|
959,696
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2018
|
812
|
|
|
75.25
|
|
Granted
|
259
|
|
|
92.61
|
|
Additional performance-based RSUs granted(1)
|
330
|
|
|
56.14
|
|
Vested
|
(663
|
)
|
|
56.14
|
|
Forfeited
|
(88
|
)
|
|
90.70
|
|
As of December 31, 2019
|
650
|
|
|
89.86
|
|
(1)
|
Represents additional 2016 performance-based RSU grants that were awarded in 2019 as a result of achieving internal profitability targets.
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2018
|
386
|
|
|
86.69
|
|
Granted
|
228
|
|
|
96.22
|
|
Vested
|
(188
|
)
|
|
80.95
|
|
Forfeited
|
(25
|
)
|
|
90.42
|
|
As of December 31, 2019
|
401
|
|
|
94.56
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Total
|
20
|
|
|
21
|
|
|
12
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Total
|
46
|
|
|
48
|
|
|
59
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
6
|
|
|
7
|
|
|
9
|
|
|
Year Ended
December 31, 2019 |
|
Statement of Operations Classification
|
|
|
(In $ millions)
|
|
|
|
Lease Cost
|
|
|
|
|
Operating lease cost
|
39
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Short-term lease cost
|
23
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Variable lease cost
|
8
|
|
|
Cost of sales / Selling, general and administrative expenses
|
Finance lease cost
|
|
|
|
|
Amortization of leased assets
|
19
|
|
|
Cost of sales
|
Interest on lease liabilities
|
18
|
|
|
Interest expense
|
Total net lease cost
|
107
|
|
|
|
|
As of
December 31, 2019 |
|
Balance Sheet Classification
|
|
|
(In $ millions)
|
|
|
|
Leases
|
|
|
|
|
Assets
|
|
|
|
|
Operating lease assets
|
203
|
|
|
Operating lease ROU assets
|
Finance lease assets
|
83
|
|
|
Property, plant and equipment, net
|
Total leased assets
|
286
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Operating
|
29
|
|
|
Current Other liabilities
|
Finance
|
26
|
|
|
Short-term borrowings and current installments of long-term debt
|
Noncurrent
|
|
|
|
|
Operating
|
181
|
|
|
Operating lease liabilities
|
Finance
|
118
|
|
|
Long-term debt
|
Total lease liabilities
|
354
|
|
|
|
|
As of
December 31, 2019 |
|
Weighted-Average Remaining Lease Term (years)
|
|
|
Operating leases
|
15.0
|
|
Finance leases
|
6.9
|
|
|
|
|
Weighted-Average Discount Rate
|
|
|
Operating leases
|
2.7
|
%
|
Finance leases
|
11.5
|
%
|
|
Year Ended
December 31, 2019 |
|
|
(In $ millions)
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
Operating cash flows from operating leases
|
36
|
|
Operating cash flows from finance leases
|
19
|
|
Financing cash flows from finance leases
|
23
|
|
|
|
|
ROU assets obtained in exchange for finance lease liabilities
|
—
|
|
ROU assets obtained in exchange for operating lease liabilities
|
11
|
|
|
As of December 31, 2019
|
||||
|
Operating Leases
|
|
Finance Leases
|
||
|
(In $ millions)
|
||||
2020
|
35
|
|
|
42
|
|
2021
|
27
|
|
|
40
|
|
2022
|
23
|
|
|
31
|
|
2023
|
21
|
|
|
23
|
|
2024
|
18
|
|
|
18
|
|
Later years
|
132
|
|
|
70
|
|
Total lease payments
|
256
|
|
|
224
|
|
Less amounts representing interest
|
(46
|
)
|
|
(80
|
)
|
Total lease obligations
|
210
|
|
|
144
|
|
|
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
|
|
Minimum lease commitments
|
276
|
|
|
267
|
|
Less amounts representing interest
|
|
|
(100
|
)
|
|
Present value of net minimum lease obligations
|
|
|
167
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Total
|
400
|
|
|
400
|
|
|
2020 Maturity
|
|
|
(In $ millions)
|
|
Currency
|
|
|
Brazilian real
|
(10
|
)
|
British pound sterling
|
(88
|
)
|
Canadian dollar
|
(8
|
)
|
Chinese yuan
|
(46
|
)
|
Euro
|
(170
|
)
|
Hungarian forint
|
13
|
|
Indonesian rupiah
|
(11
|
)
|
Korean won
|
16
|
|
Mexican peso
|
(27
|
)
|
Singapore dollar
|
30
|
|
Swedish krona
|
(4
|
)
|
Total
|
(305
|
)
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Total
|
692
|
|
|
1,071
|
|
|
Year Ended December 31,
|
|
Statement of Operations Classification
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|
||||
|
(In $ millions)
|
|
|
|||||||
Hedging activities
|
2
|
|
|
1
|
|
|
4
|
|
|
Cost of sales; Interest expense
|
|
Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss)
|
|
Gain (Loss) Recognized
in Earnings (Loss)
|
|
Statement of Operations Classification
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity swaps
|
(5
|
)
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
|
1
|
|
|
5
|
|
|
Cost of sales
|
Interest rate swaps
|
(30
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
Foreign currency forwards
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
Cost of sales
|
Total
|
(35
|
)
|
|
(11
|
)
|
|
3
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
37
|
|
|
51
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Foreign currency forwards
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
40
|
|
|
51
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
13
|
|
|
2
|
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
13
|
|
|
2
|
|
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
16
|
|
|
11
|
|
Gross amount offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount presented in the consolidated balance sheets
|
15
|
|
|
9
|
|
Gross amount not offset in the consolidated balance sheets
|
8
|
|
|
3
|
|
Net amount
|
7
|
|
|
6
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
59
|
|
|
20
|
|
Gross amount offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount presented in the consolidated balance sheets
|
58
|
|
|
18
|
|
Gross amount not offset in the consolidated balance sheets
|
8
|
|
|
3
|
|
Net amount
|
50
|
|
|
15
|
|
|
Fair Value Measurement
|
|
Balance Sheet Classification
|
||||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
|
|||||||||||||
|
As of December 31,
|
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||
|
(In $ millions)
|
|
|
||||||||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Current Other assets
|
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swaps
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
Current Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
2
|
|
|
8
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
—
|
|
|
15
|
|
|
9
|
|
|
15
|
|
|
9
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commodity swaps
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
Current Other liabilities
|
Commodity swaps
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
Noncurrent Other liabilities
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(10
|
)
|
|
(40
|
)
|
|
(10
|
)
|
|
Noncurrent Other liabilities
|
Derivatives Designated as a Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swaps
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
Current Other liabilities
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
Noncurrent Other liabilities
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(18
|
)
|
|
(58
|
)
|
|
(18
|
)
|
|
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying
Amount
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Equity investments without readily determinable fair values
|
170
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
35
|
|
|
37
|
|
|
35
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
37
|
|
Long-term debt, including current installments of long-term debt
|
3,455
|
|
|
3,355
|
|
|
3,456
|
|
|
3,204
|
|
|
143
|
|
|
168
|
|
|
3,599
|
|
|
3,372
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Interest paid, net of amounts capitalized
|
118
|
|
|
133
|
|
|
130
|
|
Taxes paid, net of refunds
|
157
|
|
|
100
|
|
|
123
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Accrued treasury stock repurchases
|
4
|
|
|
13
|
|
|
—
|
|
Accrued capital expenditures
|
20
|
|
|
(4
|
)
|
|
14
|
|
Asset retirement obligations
|
6
|
|
|
(7
|
)
|
|
2
|
|
Fair value adjustment to securities available for sale, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
•
|
Engineered Materials
|
•
|
Acetate Tow
|
•
|
Acetyl Chain
|
•
|
Other Activities
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl Chain
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
||||||
|
(In $ millions)
|
|||||||||||||||||
|
Year Ended December 31, 2019
|
|
||||||||||||||||
Net sales
|
2,386
|
|
|
636
|
|
(1)
|
3,392
|
|
(2)
|
—
|
|
|
(117
|
)
|
|
6,297
|
|
|
5
|
|
|
(88
|
)
|
|
(3
|
)
|
|
(117
|
)
|
|
—
|
|
|
(203
|
)
|
|
|
Operating profit (loss)
|
446
|
|
|
52
|
|
|
678
|
|
|
(342
|
)
|
|
—
|
|
|
834
|
|
|
Equity in net earnings (loss) of affiliates
|
168
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|
182
|
|
|
Depreciation and amortization
|
131
|
|
|
45
|
|
|
161
|
|
|
15
|
|
|
—
|
|
|
352
|
|
|
Capital expenditures
|
104
|
|
|
43
|
|
|
208
|
|
|
35
|
|
|
—
|
|
|
390
|
|
(3)
|
|
As of December 31, 2019
|
|
||||||||||||||||
Goodwill and intangible assets, net
|
999
|
|
|
153
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
1,386
|
|
|
Total assets
|
4,125
|
|
|
977
|
|
|
3,489
|
|
|
885
|
|
|
—
|
|
|
9,476
|
|
|
|
Year Ended December 31, 2018
|
|
||||||||||||||||
Net sales
|
2,593
|
|
|
649
|
|
(1)
|
4,042
|
|
(2)
|
—
|
|
|
(129
|
)
|
|
7,155
|
|
|
—
|
|
|
(2
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
Operating profit (loss)
|
460
|
|
|
130
|
|
|
1,024
|
|
|
(280
|
)
|
|
—
|
|
|
1,334
|
|
|
Equity in net earnings (loss) of affiliates
|
218
|
|
|
—
|
|
|
6
|
|
|
9
|
|
|
—
|
|
|
233
|
|
|
Depreciation and amortization
|
126
|
|
|
58
|
|
|
148
|
|
|
11
|
|
|
—
|
|
|
343
|
|
|
Capital expenditures
|
105
|
|
|
29
|
|
|
182
|
|
|
17
|
|
|
—
|
|
|
333
|
|
(3)
|
|
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
|
|
|
|
Year Ended December 31, 2017
|
|
||||||||||||||||
Net sales
|
2,213
|
|
|
668
|
|
(1)
|
3,371
|
|
(2)
|
—
|
|
|
(112
|
)
|
|
6,140
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(52
|
)
|
|
(3
|
)
|
|
—
|
|
|
(59
|
)
|
|
|
Operating profit (loss)
|
412
|
|
|
189
|
|
|
509
|
|
|
(253
|
)
|
|
—
|
|
|
857
|
|
|
Equity in net earnings (loss) of affiliates
|
171
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
183
|
|
|
Depreciation and amortization
|
111
|
|
|
41
|
|
|
143
|
|
|
10
|
|
|
—
|
|
|
305
|
|
|
Capital expenditures
|
78
|
|
|
39
|
|
|
150
|
|
|
14
|
|
|
—
|
|
|
281
|
|
(3)
|
(1)
|
Includes intersegment sales of $0 million, $0 million, $2 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(2)
|
Includes intersegment sales of $117 million, $129 million and $110 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(3)
|
Includes an increase in accrued capital expenditures of $20 million, a decrease in accrued capital expenditures of $4 million and an increase in accrued capital expenditures of $14 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions)
|
|||||||
Belgium
|
259
|
|
|
261
|
|
|
295
|
|
Canada
|
75
|
|
|
115
|
|
|
92
|
|
China
|
859
|
|
|
1,070
|
|
|
833
|
|
Germany
|
2,132
|
|
|
2,335
|
|
|
1,776
|
|
Mexico
|
244
|
|
|
307
|
|
|
257
|
|
Singapore
|
787
|
|
|
997
|
|
|
867
|
|
US
|
1,713
|
|
|
1,769
|
|
|
1,572
|
|
Other
|
228
|
|
|
301
|
|
|
448
|
|
Total
|
6,297
|
|
|
7,155
|
|
|
6,140
|
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Belgium
|
55
|
|
|
54
|
|
Canada
|
105
|
|
|
114
|
|
China
|
316
|
|
|
331
|
|
Germany
|
866
|
|
|
903
|
|
Mexico
|
57
|
|
|
144
|
|
Singapore
|
80
|
|
|
83
|
|
US
|
2,095
|
|
|
1,961
|
|
Other
|
139
|
|
|
129
|
|
Total
|
3,713
|
|
|
3,719
|
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
||
|
(In $ millions)
|
||||
Engineered Materials
|
|
|
|
||
North America
|
735
|
|
|
770
|
|
Europe and Africa
|
1,047
|
|
|
1,216
|
|
Asia-Pacific
|
533
|
|
|
532
|
|
South America
|
71
|
|
|
75
|
|
Total
|
2,386
|
|
|
2,593
|
|
|
|
|
|
||
Acetate Tow
|
|
|
|
||
North America
|
125
|
|
|
133
|
|
Europe and Africa
|
258
|
|
|
260
|
|
Asia-Pacific
|
224
|
|
|
217
|
|
South America
|
29
|
|
|
39
|
|
Total
|
636
|
|
|
649
|
|
|
|
|
|
||
Acetyl Chain
|
|
|
|
||
North America
|
1,079
|
|
|
1,145
|
|
Europe and Africa
|
1,098
|
|
|
1,236
|
|
Asia-Pacific
|
1,013
|
|
|
1,411
|
|
South America
|
85
|
|
|
121
|
|
Total(1)
|
3,275
|
|
|
3,913
|
|
(1)
|
Excludes intersegment sales of $117 million and $129 million for the years ended December 31, 2019 and 2018, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
858
|
|
|
1,212
|
|
|
856
|
|
Earnings (loss) from discontinued operations
|
(6
|
)
|
|
(5
|
)
|
|
(13
|
)
|
Net earnings (loss)
|
852
|
|
|
1,207
|
|
|
843
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
123,925,697
|
|
|
134,305,269
|
|
|
137,902,667
|
|
Incremental shares attributable to equity awards(1)
|
726,062
|
|
|
1,111,589
|
|
|
414,728
|
|
Weighted average shares - diluted
|
124,651,759
|
|
|
135,416,858
|
|
|
138,317,395
|
|
(1)
|
Excludes 45, 0 and 29 equity award shares for the years ended December 31, 2019, 2018 and 2017, respectively, as their effect would have been antidilutive.
|
|
Year Ended December 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,298
|
|
|
5,137
|
|
|
(1,138
|
)
|
|
6,297
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,795
|
)
|
|
(4,036
|
)
|
|
1,140
|
|
|
(4,691
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
503
|
|
|
1,101
|
|
|
2
|
|
|
1,606
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(304
|
)
|
|
—
|
|
|
(483
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(16
|
)
|
|
—
|
|
|
(24
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(40
|
)
|
|
—
|
|
|
(67
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(195
|
)
|
|
—
|
|
|
(203
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
7
|
|
|
—
|
|
|
(2
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
272
|
|
|
560
|
|
|
2
|
|
|
834
|
|
Equity in net earnings (loss) of affiliates
|
881
|
|
|
856
|
|
|
551
|
|
|
165
|
|
|
(2,271
|
)
|
|
182
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
13
|
|
|
(33
|
)
|
|
—
|
|
|
(20
|
)
|
Interest expense
|
(29
|
)
|
|
(39
|
)
|
|
(127
|
)
|
|
(37
|
)
|
|
117
|
|
|
(115
|
)
|
Refinancing expense
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Interest income
|
—
|
|
|
63
|
|
|
49
|
|
|
11
|
|
|
(117
|
)
|
|
6
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
Other income (expense), net
|
—
|
|
|
(7
|
)
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
Earnings (loss) from continuing operations before tax
|
852
|
|
|
869
|
|
|
759
|
|
|
777
|
|
|
(2,269
|
)
|
|
988
|
|
Income tax (provision) benefit
|
—
|
|
|
12
|
|
|
23
|
|
|
(158
|
)
|
|
(1
|
)
|
|
(124
|
)
|
Earnings (loss) from continuing operations
|
852
|
|
|
881
|
|
|
782
|
|
|
619
|
|
|
(2,270
|
)
|
|
864
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss)
|
852
|
|
|
881
|
|
|
776
|
|
|
619
|
|
|
(2,270
|
)
|
|
858
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
852
|
|
|
881
|
|
|
776
|
|
|
613
|
|
|
(2,270
|
)
|
|
852
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,387
|
|
|
5,954
|
|
|
(1,186
|
)
|
|
7,155
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,898
|
)
|
|
(4,471
|
)
|
|
1,186
|
|
|
(5,183
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
489
|
|
|
1,483
|
|
|
—
|
|
|
1,972
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
(333
|
)
|
|
—
|
|
|
(546
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(16
|
)
|
|
—
|
|
|
(24
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(42
|
)
|
|
—
|
|
|
(72
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
Operating profit (loss)
|
—
|
|
|
(3
|
)
|
|
228
|
|
|
1,109
|
|
|
—
|
|
|
1,334
|
|
Equity in net earnings (loss) of affiliates
|
1,207
|
|
|
1,202
|
|
|
1,033
|
|
|
220
|
|
|
(3,429
|
)
|
|
233
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(34
|
)
|
|
—
|
|
|
(62
|
)
|
Interest expense
|
—
|
|
|
(30
|
)
|
|
(118
|
)
|
|
(33
|
)
|
|
56
|
|
|
(125
|
)
|
Refinancing expense
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Interest income
|
—
|
|
|
45
|
|
|
7
|
|
|
10
|
|
|
(56
|
)
|
|
6
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
4
|
|
|
117
|
|
Other income (expense), net
|
—
|
|
|
5
|
|
|
1
|
|
|
3
|
|
|
(1
|
)
|
|
8
|
|
Earnings (loss) from continuing operations before tax
|
1,207
|
|
|
1,218
|
|
|
1,123
|
|
|
1,388
|
|
|
(3,426
|
)
|
|
1,510
|
|
Income tax (provision) benefit
|
—
|
|
|
(11
|
)
|
|
(106
|
)
|
|
(176
|
)
|
|
1
|
|
|
(292
|
)
|
Earnings (loss) from continuing operations
|
1,207
|
|
|
1,207
|
|
|
1,017
|
|
|
1,212
|
|
|
(3,425
|
)
|
|
1,218
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
3
|
|
|
(8
|
)
|
|
—
|
|
|
(5
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
Net earnings (loss)
|
1,207
|
|
|
1,207
|
|
|
1,019
|
|
|
1,205
|
|
|
(3,425
|
)
|
|
1,213
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
1,207
|
|
|
1,207
|
|
|
1,019
|
|
|
1,199
|
|
|
(3,425
|
)
|
|
1,207
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,240
|
|
|
5,013
|
|
|
(1,113
|
)
|
|
6,140
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,723
|
)
|
|
(4,014
|
)
|
|
1,108
|
|
|
(4,629
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
517
|
|
|
999
|
|
|
(5
|
)
|
|
1,511
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
(307
|
)
|
|
—
|
|
|
(496
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(16
|
)
|
|
—
|
|
|
(20
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(41
|
)
|
|
—
|
|
|
(73
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(53
|
)
|
|
—
|
|
|
(59
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
3
|
|
|
—
|
|
|
(5
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
278
|
|
|
584
|
|
|
(5
|
)
|
|
857
|
|
Equity in net earnings (loss) of affiliates
|
843
|
|
|
867
|
|
|
591
|
|
|
166
|
|
|
(2,284
|
)
|
|
183
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
60
|
|
|
(16
|
)
|
|
—
|
|
|
44
|
|
Interest expense
|
—
|
|
|
(20
|
)
|
|
(104
|
)
|
|
(30
|
)
|
|
32
|
|
|
(122
|
)
|
Interest income
|
—
|
|
|
25
|
|
|
4
|
|
|
5
|
|
|
(32
|
)
|
|
2
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
(3
|
)
|
|
108
|
|
Other income (expense), net
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
4
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
843
|
|
|
869
|
|
|
831
|
|
|
824
|
|
|
(2,292
|
)
|
|
1,075
|
|
Income tax (provision) benefit
|
—
|
|
|
(26
|
)
|
|
(62
|
)
|
|
(125
|
)
|
|
—
|
|
|
(213
|
)
|
Earnings (loss) from continuing operations
|
843
|
|
|
843
|
|
|
769
|
|
|
699
|
|
|
(2,292
|
)
|
|
862
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
(16
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|
(13
|
)
|
Net earnings (loss)
|
843
|
|
|
843
|
|
|
768
|
|
|
687
|
|
|
(2,292
|
)
|
|
849
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
843
|
|
|
843
|
|
|
768
|
|
|
681
|
|
|
(2,292
|
)
|
|
843
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
852
|
|
|
881
|
|
|
776
|
|
|
619
|
|
|
(2,270
|
)
|
|
858
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
(16
|
)
|
|
(16
|
)
|
|
(39
|
)
|
|
(48
|
)
|
|
103
|
|
|
(16
|
)
|
Gain (loss) from cash flow hedges
|
(30
|
)
|
|
(30
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
40
|
|
|
(30
|
)
|
Pension and postretirement benefits
|
(7
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
20
|
|
|
(7
|
)
|
Total other comprehensive income (loss), net of tax
|
(53
|
)
|
|
(53
|
)
|
|
(51
|
)
|
|
(59
|
)
|
|
163
|
|
|
(53
|
)
|
Total comprehensive income (loss), net of tax
|
799
|
|
|
828
|
|
|
725
|
|
|
560
|
|
|
(2,107
|
)
|
|
805
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
799
|
|
|
828
|
|
|
725
|
|
|
554
|
|
|
(2,107
|
)
|
|
799
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
1,207
|
|
|
1,207
|
|
|
1,019
|
|
|
1,205
|
|
|
(3,425
|
)
|
|
1,213
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
6
|
|
|
13
|
|
|
(19
|
)
|
|
—
|
|
Foreign currency translation
|
(60
|
)
|
|
(60
|
)
|
|
(90
|
)
|
|
(109
|
)
|
|
259
|
|
|
(60
|
)
|
Gain (loss) from cash flow hedges
|
(10
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
13
|
|
|
(10
|
)
|
Total other comprehensive income (loss), net of tax
|
(70
|
)
|
|
(70
|
)
|
|
(86
|
)
|
|
(97
|
)
|
|
253
|
|
|
(70
|
)
|
Total comprehensive income (loss), net of tax
|
1,137
|
|
|
1,137
|
|
|
933
|
|
|
1,108
|
|
|
(3,172
|
)
|
|
1,143
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,137
|
|
|
1,137
|
|
|
933
|
|
|
1,102
|
|
|
(3,172
|
)
|
|
1,137
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
843
|
|
|
843
|
|
|
768
|
|
|
687
|
|
|
(2,292
|
)
|
|
849
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Foreign currency translation
|
174
|
|
|
174
|
|
|
226
|
|
|
268
|
|
|
(668
|
)
|
|
174
|
|
Gain (loss) from cash flow hedges
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
Pension and postretirement benefits
|
9
|
|
|
9
|
|
|
7
|
|
|
10
|
|
|
(26
|
)
|
|
9
|
|
Total other comprehensive income (loss), net of tax
|
181
|
|
|
181
|
|
|
231
|
|
|
276
|
|
|
(688
|
)
|
|
181
|
|
Total comprehensive income (loss), net of tax
|
1,024
|
|
|
1,024
|
|
|
999
|
|
|
963
|
|
|
(2,980
|
)
|
|
1,030
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,024
|
|
|
1,024
|
|
|
999
|
|
|
957
|
|
|
(2,980
|
)
|
|
1,024
|
|
|
As of December 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
16
|
|
|
447
|
|
|
—
|
|
|
463
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
122
|
|
|
851
|
|
|
(123
|
)
|
|
850
|
|
Non-trade receivables, net
|
56
|
|
|
1,188
|
|
|
1,925
|
|
|
743
|
|
|
(3,581
|
)
|
|
331
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
360
|
|
|
725
|
|
|
(47
|
)
|
|
1,038
|
|
Marketable securities
|
—
|
|
|
—
|
|
|
24
|
|
|
16
|
|
|
—
|
|
|
40
|
|
Other assets
|
—
|
|
|
36
|
|
|
11
|
|
|
38
|
|
|
(42
|
)
|
|
43
|
|
Total current assets
|
56
|
|
|
1,224
|
|
|
2,458
|
|
|
2,820
|
|
|
(3,793
|
)
|
|
2,765
|
|
Investments in affiliates
|
4,064
|
|
|
5,217
|
|
|
4,206
|
|
|
841
|
|
|
(13,353
|
)
|
|
975
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,461
|
|
|
2,252
|
|
|
—
|
|
|
3,713
|
|
Operating lease right-of-use assets
|
—
|
|
|
—
|
|
|
50
|
|
|
153
|
|
|
—
|
|
|
203
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
(5
|
)
|
|
96
|
|
Other assets
|
—
|
|
|
1,661
|
|
|
195
|
|
|
445
|
|
|
(1,963
|
)
|
|
338
|
|
Goodwill
|
—
|
|
|
—
|
|
|
399
|
|
|
675
|
|
|
—
|
|
|
1,074
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
125
|
|
|
187
|
|
|
—
|
|
|
312
|
|
Total assets
|
4,120
|
|
|
8,102
|
|
|
8,894
|
|
|
7,474
|
|
|
(19,114
|
)
|
|
9,476
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
1,596
|
|
|
374
|
|
|
1,089
|
|
|
385
|
|
|
(2,948
|
)
|
|
496
|
|
Trade payables - third party and affiliates
|
17
|
|
|
—
|
|
|
333
|
|
|
553
|
|
|
(123
|
)
|
|
780
|
|
Other liabilities
|
—
|
|
|
49
|
|
|
188
|
|
|
397
|
|
|
(173
|
)
|
|
461
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
439
|
|
|
80
|
|
|
(502
|
)
|
|
17
|
|
Total current liabilities
|
1,613
|
|
|
423
|
|
|
2,049
|
|
|
1,415
|
|
|
(3,746
|
)
|
|
1,754
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, net of unamortized deferred financing costs
|
—
|
|
|
3,565
|
|
|
1,677
|
|
|
101
|
|
|
(1,934
|
)
|
|
3,409
|
|
Deferred income taxes
|
—
|
|
|
3
|
|
|
101
|
|
|
158
|
|
|
(5
|
)
|
|
257
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
(4
|
)
|
|
165
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
257
|
|
|
332
|
|
|
—
|
|
|
589
|
|
Operating lease liabilities
|
—
|
|
|
—
|
|
|
40
|
|
|
140
|
|
|
1
|
|
|
181
|
|
Other liabilities
|
—
|
|
|
47
|
|
|
93
|
|
|
118
|
|
|
(35
|
)
|
|
223
|
|
Total noncurrent liabilities
|
—
|
|
|
3,615
|
|
|
2,168
|
|
|
1,018
|
|
|
(1,977
|
)
|
|
4,824
|
|
Total Celanese Corporation stockholders' equity
|
2,507
|
|
|
4,064
|
|
|
4,677
|
|
|
4,650
|
|
|
(13,391
|
)
|
|
2,507
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
Total equity
|
2,507
|
|
|
4,064
|
|
|
4,677
|
|
|
5,041
|
|
|
(13,391
|
)
|
|
2,898
|
|
Total liabilities and equity
|
4,120
|
|
|
8,102
|
|
|
8,894
|
|
|
7,474
|
|
|
(19,114
|
)
|
|
9,476
|
|
|
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
|
—
|
|
|
—
|
|
|
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, net of unamortized deferred financing costs
|
—
|
|
|
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
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
1,297
|
|
|
(42
|
)
|
|
1,044
|
|
|
716
|
|
|
(1,561
|
)
|
|
1,454
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(246
|
)
|
|
(124
|
)
|
|
—
|
|
|
(370
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(60
|
)
|
|
—
|
|
|
(91
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(8
|
)
|
|
1
|
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
(218
|
)
|
|
440
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
(536
|
)
|
|
—
|
|
|
536
|
|
|
—
|
|
Purchases of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
8
|
|
|
(17
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(1,016
|
)
|
|
(443
|
)
|
|
966
|
|
|
(493
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
160
|
|
|
17
|
|
|
(4
|
)
|
|
74
|
|
|
247
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
(610
|
)
|
|
117
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
Proceeds from long-term debt
|
—
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
499
|
|
Repayments of long-term debt
|
—
|
|
|
(335
|
)
|
|
(1
|
)
|
|
(24
|
)
|
|
—
|
|
|
(360
|
)
|
Purchases of treasury stock, including related fees
|
(996
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(996
|
)
|
Dividends to parent
|
—
|
|
|
(272
|
)
|
|
(251
|
)
|
|
(1,038
|
)
|
|
1,561
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
218
|
|
|
222
|
|
|
(440
|
)
|
|
—
|
|
Stock option exercises
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Common stock dividends
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
Other, net
|
—
|
|
|
(10
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|
—
|
|
|
(40
|
)
|
Net cash provided by (used in) financing activities
|
(1,297
|
)
|
|
42
|
|
|
(42
|
)
|
|
(233
|
)
|
|
595
|
|
|
(935
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
38
|
|
|
—
|
|
|
24
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
30
|
|
|
409
|
|
|
—
|
|
|
439
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
16
|
|
|
447
|
|
|
—
|
|
|
463
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
1,085
|
|
|
560
|
|
|
259
|
|
|
833
|
|
|
(1,179
|
)
|
|
1,558
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(112
|
)
|
|
—
|
|
|
(337
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(427
|
)
|
|
(66
|
)
|
|
(285
|
)
|
|
778
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(31
|
)
|
|
—
|
|
|
(39
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(427
|
)
|
|
(235
|
)
|
|
(415
|
)
|
|
570
|
|
|
(507
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
61
|
|
|
18
|
|
|
(51
|
)
|
|
(66
|
)
|
|
(38
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
Proceeds from long-term debt
|
—
|
|
|
846
|
|
|
427
|
|
|
—
|
|
|
(712
|
)
|
|
561
|
|
Repayments of long-term debt
|
—
|
|
|
(494
|
)
|
|
(26
|
)
|
|
(16
|
)
|
|
—
|
|
|
(536
|
)
|
Purchases of treasury stock, including related fees
|
(805
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(805
|
)
|
Dividends to parent
|
—
|
|
|
(541
|
)
|
|
(633
|
)
|
|
(5
|
)
|
|
1,179
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(25
|
)
|
|
—
|
|
Common stock dividends
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
233
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
Other, net
|
—
|
|
|
(5
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
(17
|
)
|
Net cash provided by (used in) financing activities
|
(1,085
|
)
|
|
(133
|
)
|
|
(224
|
)
|
|
(332
|
)
|
|
609
|
|
|
(1,165
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
63
|
|
|
—
|
|
|
(137
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
30
|
|
|
409
|
|
|
—
|
|
|
439
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
740
|
|
|
868
|
|
|
425
|
|
|
593
|
|
|
(1,823
|
)
|
|
803
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
(91
|
)
|
|
—
|
|
|
(267
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(11
|
)
|
|
(12
|
)
|
|
(274
|
)
|
|
28
|
|
|
(269
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
9
|
|
|
20
|
|
|
(28
|
)
|
|
1
|
|
Return of capital from subsidiary
|
—
|
|
|
16
|
|
|
241
|
|
|
—
|
|
|
(257
|
)
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(530
|
)
|
|
(25
|
)
|
|
—
|
|
|
555
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(12
|
)
|
|
—
|
|
|
(14
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(525
|
)
|
|
35
|
|
|
(357
|
)
|
|
298
|
|
|
(549
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
56
|
|
|
15
|
|
|
51
|
|
|
(11
|
)
|
|
111
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
Proceeds from long-term debt
|
—
|
|
|
351
|
|
|
530
|
|
|
14
|
|
|
(544
|
)
|
|
351
|
|
Repayments of long-term debt
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(69
|
)
|
|
—
|
|
|
(77
|
)
|
Purchases of treasury stock, including related fees
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
Dividends to parent
|
—
|
|
|
(741
|
)
|
|
(802
|
)
|
|
(280
|
)
|
|
1,823
|
|
|
—
|
|
Stock option exercises
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Common stock dividends
|
(241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(257
|
)
|
|
257
|
|
|
—
|
|
(Distributions to) contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
Other, net
|
—
|
|
|
(3
|
)
|
|
(22
|
)
|
|
(2
|
)
|
|
—
|
|
|
(27
|
)
|
Net cash provided by (used in) financing activities
|
(740
|
)
|
|
(343
|
)
|
|
(281
|
)
|
|
(512
|
)
|
|
1,525
|
|
|
(351
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
179
|
|
|
(241
|
)
|
|
—
|
|
|
(62
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
51
|
|
|
587
|
|
|
—
|
|
|
638
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
230
|
|
|
346
|
|
|
—
|
|
|
576
|
|
•
|
the designation of the series;
|
•
|
the number of shares of the series, which the board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
|
•
|
whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
|
•
|
the dates at which dividends, if any, will be payable;
|
•
|
the redemption rights and price or prices, if any, for shares of the series;
|
•
|
the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
|
•
|
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company;
|
•
|
whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
|
•
|
restrictions on the issuance of shares of the same series or of any other class or series; and
|
•
|
the voting rights, if any, of the holders of the series.
|
•
|
the removal of directors;
|
•
|
the filling of vacancies on the board of directors and newly created directorships;
|
•
|
the advance notice requirements for stockholder proposals and director nominations;
|
•
|
the ability to call a special meeting of stockholders being vested solely in the chairman of the board of directors, the board of directors, or a committee of the board of directors (if duly authorized to call special meetings);
|
•
|
the provisions regarding stockholder action by written consent; and
|
•
|
the amendment provision requiring that the above provisions be amended only with an 80% supermajority vote.
|
•
|
for breach of duty of loyalty;
|
•
|
for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
|
•
|
under Section 174 of the DGCL (unlawful dividends or stock repurchases and redemptions); or
|
•
|
for transactions from which the director derived improper personal benefit.
|
•
|
before such time, the board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction in which the stockholder became an interested stockholder, the interested stockholder owned at least 85% of the Company’s voting stock (excluding shares owned by officers, directors or certain employee stock purchase plans); or
|
•
|
at or subsequent to such time the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
100% of the principal amount of the Notes redeemed; and
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on November 11, 2024, with respect to the 2025 Notes or December 1, 2026, with respect to the 2027 Notes (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Bund Rate plus 20 basis points (in the case of the 2025 Notes) or 30 basis points (in the case of the 2027 Notes).
|
1.
|
Section 2.2(a) of the Plan is hereby amended and restated in its entirety as follows:
|
2.
|
Section 3.7(b) of the Plan is hereby amended by designating the existing provisions thereof as subsection 3.7(b)(i) and by adding the following new subsection 3.7(b)(ii) at the end thereof:
|
(ii)
|
Effective with respect to Company Contribution Amounts credited for any period beginning on or after January 1, 2020, a Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.8, on each January 1 following the date as of which such Company Contribution Amount was credited to the Participant’s Account Balance, in accordance with the following schedule; provided, however, that the Participant must be in the service of the Company on such January 1 to
|
Time Elapsed Following Crediting of Company Contribution Amount
|
Vested Percentage
|
Prior to the second January 1 following the year for which the Company Contribution Amount is credited
|
0%
|
On or after the second January 1 following the year for which the Company Contribution Amount is credited and prior to the third January 1 following the year for which the Company Contribution Amount is credited
|
33%
|
On or after the third January 1 following the year for which the Company Contribution Amount is credited and prior to the fourth January 1 following the year for which the Company Contribution Amount is credited
|
67%
|
On or after the fourth January 1 following the year for which the Company Contribution Amount is credited
|
100%
|
3.
|
The following new paragraph is added to Section 4.1:
|
4.
|
Article 6 of the Plan is hereby amended by adding the following new Section 6.3 at the end thereof:
|
6.3
|
With respect to deferrals of compensation earned on or after January 1, 2020, a Participant may elect a different Retirement Benefit form of payment under Section 6.1 (either lump sum or annual installment) for each source of contributions comprising his or her Retirement Benefit separately (each a “Contribution Source”). For purposes of this subsection, the Contribution Sources are: (i) deferred Base Salary, (ii) deferred Bonus, (iii) deferred Director Fees, (iv) deferred Restricted Stock Units, and (v) Company Contributions. A Participant may make a separate Retirement Benefit form of payment election pursuant to this Section 6.3 with respect to each Contribution Source for each Plan Year. Only one Retirement Benefit form of payment election may be made pursuant to this Section 6.3 with respect to a Contribution Source for a Plan Year; a Participant may not elect more than one Retirement Benefit form of payment pursuant to this Section 6.3 with respect to a Contribution Source for a Plan Year. Each Retirement Benefit form of payment for a Contribution Source for a Plan Year shall be treated as a separate Retirement Benefit payment and shall otherwise be subject to the requirements of the Plan applicable to Retirement Benefit payments. A Participant’s right to change the Retirement Benefit form of payment pursuant to Section 6.2 shall be applied separately with respect to each Contribution Source for a Plan Year.
|
|
CELANESE CORPORATION DEFERRED
COMPENSATION PLAN COMMITTEE
|
||||
|
|
||||
|
For the Committee
|
||||
|
|
||||
|
By:
|
/s/ Jose Motta
|
|
||
|
|
Jose Motta, Chair
|
|
||
|
|
||||
ATTEST:
|
/s/ James R. Peacock III
|
|
|
1.
|
Last Day of Employment (Separation Date). The last day of employment with the Company is [Insert Date] (the “Separation Date”).
|
2.
|
Consideration. In consideration for signing this Release and compliance with the promises made herein, Company and Executive agree:
|
3.
|
No Consideration Absent Execution of this Agreement. Executive understands and agrees that he/she would not receive the consideration specified in Paragraph “2” above, unless the Executive signs this Agreement and General Release on the signature page without having revoked this Release pursuant to paragraph 14 below and the fulfillment of the promises contained herein.
|
4.
|
General Release of Claims. Executive knowingly and voluntarily releases and forever discharges the Company and its Affiliates, together with its predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively, the “Released Parties”), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have as of the date of execution of this Release to the full extent permitted by law, in all countries and jurisdictions in which the Released Parties conduct their respective business, including but not limited to the United States of America. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that the terms and conditions of any Long-Term Incentive Awards shall continue to be governed by the applicable Long-Term Incentive Award Agreements and shall not be affected by this Release.
|
|
|
|
|
5.
|
Executive acknowledges and agrees that he/she has been paid all amounts owed to Executive as compensation, whether in the form of salary, bonus, equity compensation, benefits or otherwise. The release in Section 4 of this Release includes, but is not limited to, any alleged violation of the following, as may be amended or in effect:
|
•
|
Title VII of the Civil Rights Act of 1964;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code;
|
•
|
The Employee Retirement Income Security Act of 1974;
|
•
|
The Immigration Reform and Control Act;
|
•
|
The Family and Medical Leave Act;
|
•
|
The Americans with Disabilities Act of 1990;
|
•
|
The Age Discrimination in Employment Act of 1967;
|
•
|
The Workers Adjustment and Retraining Notification Act;
|
•
|
The Occupational Safety and Health Act;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Texas Commission on Human Rights Act;
|
•
|
The Texas Minimum Wage Law;
|
•
|
Equal Pay Law for Texas; and
|
•
|
The Vocational Rehabilitation Act.
|
6.
|
Affirmations. Executive affirms that he/she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Released Parties in any forum or form, provided that this Release shall not affect the rights or responsibilities of the Equal Employment Opportunity Commission, or any other federal, state, or local authority with similar responsibilities (collectively, the “Commission”) to enforce any employment discrimination law, and that this Release shall not shall affect the right of Executive to file a charge of discrimination with the Commission or participate in any investigation. However, Executive waives any right to participate in any payment or benefit arising from any such charge, claim, or investigation.
|
7.
|
Governing Law and Interpretation. This Release shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event the Executive or Company breaches any provision of this Release, Executive and Company affirm that either may institute an action to specifically enforce any term or terms of this Release. Should any provision of this Release 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 Release in full force and effect.
|
8.
|
Non-admission of Wrongdoing. The parties agree that neither this Release nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Company of any liability or unlawful conduct of any kind.
|
9.
|
Neutral Reference. If contacted by another organization, the Company will only provide dates of employment and position.
|
10.
|
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 and managers. Likewise the Company’s senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, his reputation and/or his business.
|
11.
|
Future Cooperation after Separation Date. After separation, Executive agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after separation of employment 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
|
12.
|
Injunctive Relief. Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by him/her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he/she agrees that in the event of a breach, or threatened breach by him/her 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.
|
13.
|
Review Period. Executive is hereby advised he/she has until [Insert Date], twenty-one (21) calendar days, to review this Release and to consult with an attorney prior to execution of this Release. Executive agrees that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
|
14.
|
Revocation Period and Effective Date. In the event that Executive elects to sign and return to the Company a copy of this Agreement, he/she has a period of seven (7) days (the “Revocation Period”) following the date of such execution to revoke this Release, after which time this agreement will become effective (the “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 the Executive signs this Release at which time the Revocation Period shall expire.
|
15.
|
Amendment. This Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Release.
|
16.
|
Entire Agreement. This Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to the Executive. Executive acknowledges that he/she has not relied on any representations, promises, or agreements of any kind made to him/her in connection with his/her decision to accept this Release, except for those set forth in this Release.
|
17.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN SECTION 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST COMPANY.
|
EXECUTIVE:
|
|
Celanese Corporation:
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
Article
|
|
|
Page
|
|
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|
|
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|
|
|
|
|
|
Preamble
|
1
|
|
|
|
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|
|
|
|
I.
|
|
Purpose
|
2
|
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|
|
|
II.
|
|
Definitions
|
3
|
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|
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|
|
III.
|
|
Retirement Benefits
|
9
|
|
|
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|
|
IV.
|
|
Death Benefits
|
12
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|
V.
|
|
Retirement Benefit Payments
|
15
|
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|
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|
VI.
|
|
Funding
|
18
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VII.
|
|
Administration
|
20
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|
VIII.
|
|
Amendment and Termination
|
23
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|
IX.
|
|
Miscellaneous Provisions
|
25
|
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|
|
|
|
Schedule A
|
30
|
|
(a)
|
The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred under this Plan arises; and
|
(b)
|
All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Benefits Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).
|
CELANESE AMERICAS CORPORATION
|
|
BENEFITS COMMITTEE
|
|
|
|
By:
|
/s/ Jan Dean
|
|
|
By:
|
/s/ Patrick Carroll
|
|
|
By:
|
/s/ Michael Summers
|
CELANESE BENEFITS COMMITTEE
|
|
|
|
By:
|
/s/ Jan Dean
|
|
|
By:
|
/s/ James Coppens
|
|
|
By:
|
/s/ Christopher W. Jensen
|
Name of Company
|
|
Jurisdiction
|
Aggregate Ownership of more than 50% (100% aggregate ownership unless otherwise indicated)
|
|
|
Acetate Belgium Holdings B.V.
|
|
Netherlands
|
Acetate Belgium Holdings LLC
|
|
Delaware
|
Acetate Europe Coöperatief U.A.
|
|
Netherlands
|
Acetate Holdings LLC
|
|
Delaware
|
Acetate Intermediate Holdings LLC
|
|
Delaware
|
Acetate International LLC
|
|
Delaware
|
Acetate Holding Company Limited
|
|
Hong Kong
|
Acetate Hong Kong Holdings LLC
|
|
Delaware
|
Acetate Luxembourg S.à r.l.
|
|
Luxembourg
|
Acetate Sales U.S. Ltd.
|
|
Texas
|
Acetate UTP Holdings LLC
|
|
Delaware
|
Acetex Chimie S.A.S.
|
|
France
|
Acetex (Cyprus) Ltd.
|
|
Cyprus
|
CCC Environmental Management and Solutions GmbH & Co. KG
|
|
Germany
|
CCC Environmental Management and Solutions Verwaltungs-GmbH
|
|
Germany
|
CdwllMex S. de R.L. de C.V.
|
|
Mexico
|
CE Mexico Holdings LLC
|
|
Delaware
|
CE Receivables LLC
|
|
Delaware
|
Celanese (China) Holding Co., Ltd.
|
|
China
|
Celanese (Nanjing) Chemical Co., Ltd.
|
|
China
|
Celanese (Shanghai) International Trading Co., Ltd.
|
|
China
|
Celanese (Suzhou) Engineering Plastics Co., Ltd.
|
|
China
|
Celanese Acetate C.V.
|
|
Netherlands
|
Celanese Acetate LLC
|
|
Delaware
|
Celanese Acetate Holdings LLC
|
|
Delaware
|
Celanese Alpine S.à r.l. & Co. KG
|
|
Germany
|
Celanese Americas LLC
|
|
Delaware
|
Celanese BVBA
|
|
Belgium
|
Celanese Canada ULC
|
|
Canada
|
Celanese Chemicals, Inc.
|
|
Delaware
|
Celanese Chemicals India Private Limited
|
|
India
|
Celanese Chemicals S.A. (Pty) Ltd.
|
|
South Africa
|
Celanese Comercial S. de R.L. de C.V.
|
|
Mexico
|
Celanese Deutschland Holding GmbH
|
|
Germany
|
Celanese do Brasil Ltda.
|
|
Brazil
|
Celanese Emulsions Ltd.
|
|
United Kingdom
|
Celanese Emulsions Pension Plan Trustees Limited
|
|
United Kingdom
|
Celanese Europe B.V.
|
|
Netherlands
|
Celanese EVA Performance Polymers LLC
|
|
Delaware
|
Celanese Europe Holdings LLC
|
|
Delaware
|
Celanese Far East Limited
|
|
Hong Kong
|
Celanese Finance Company Limited
|
|
Hong Kong
|
Celanese Finance Holdings 1 LLC
|
|
Delaware
|
Celanese Finance Holdings 2 LLC
|
|
Delaware
|
Celanese Foreign Holdings U.K. Limited
|
|
United Kingdom
|
Celanese France Holdings S.à r.l.
|
|
Luxembourg
|
Celanese Global Relocation LLC
|
|
Delaware
|
Celanese Holding 1, S. de R.L. de C.V.
|
|
Mexico
|
Celanese Holding Company Limited
|
|
Hong Kong
|
Celanese Holdings B.V.
|
|
Netherlands
|
Celanese Hong Kong Holdings LLC
|
|
Delaware
|
Celanese Hungary Kft.
|
|
Hungary
|
Celanese Iberica Holdings LLC
|
|
Delaware
|
Celanese India Holdings B.V.
|
|
Netherlands
|
Celanese Internal Finance Limited
|
|
Hong Kong
|
Celanese International Corporation
|
|
Delaware
|
Celanese International Holdings LLC
|
|
Delaware
|
Celanese IP Germany GmbH
|
|
Germany
|
Celanese IP Hungary Bt.
|
|
Hungary
|
Celanese Japan Limited
|
|
Japan
|
Celanese Korea Ltd.
|
|
Korea
|
Celanese Ltd.
|
|
Texas
|
Celanese Materials Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese Operations Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celanese Production Belgium BVBA
|
|
Belgium
|
Celanese Production Germany GmbH & Co. KG
|
|
Germany
|
Celanese Production Italy S.r.l.
|
|
Italy
|
Celanese Production Netherlands B.V.
|
|
Netherlands
|
Celanese Production Sweden AB
|
|
Sweden
|
Celanese Production UK Limited
|
|
United Kingdom
|
Celanese Property Germany GmbH & Co. KG
|
|
Germany
|
Celanese PTE. LTD.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese Sales Austria GmbH
|
|
Austria
|
Celanese Sales Czech Republic s.r.o.
|
|
Czech Republic
|
Celanese Sales France S.A.S.
|
|
France
|
Celanese Sales Germany GmbH
|
|
Germany
|
Celanese Sales Ibérica, S.L.U.
|
|
Spain
|
Celanese Sales Italy S.r.l.
|
|
Italy
|
Celanese Sales Netherlands B.V.
|
|
Netherlands
|
Celanese Sales Rus AO
|
|
Russia
|
Celanese Sales UK Limited
|
|
United Kingdom
|
Celanese Sales U.S. Ltd.
|
|
Texas
|
Celanese Services Germany GmbH
|
|
Germany
|
Celanese Services Italy S.r.l.
|
|
Italy
|
Celanese Services UK Limited
|
|
United Kingdom
|
Celanese Singapore Acetyls Holding PTE. LTD.
|
|
Singapore
|
Celanese Singapore Chemical Holding PTE. LTD.
|
|
Singapore
|
Celanese Singapore Holdings LLC
|
|
Delaware
|
Celanese Singapore PTE. LTD.
|
|
Singapore
|
Celanese Singapore VAM PTE. LTD.
|
|
Singapore
|
Celanese Singapore Emulsions PTE. LTD.
|
|
Singapore
|
Celanese (Thailand) Limited
|
|
Thailand
|
Celanese US Holdings LLC
|
|
Delaware
|
Celanese Ventas Mexico S. de R.L. de C.V.
|
|
Mexico
|
Celtran, Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CELX Investments S.à r.l.
|
|
Luxembourg
|
CEMX Holdings LLC
|
|
Delaware
|
CNA Holdings LLC
|
|
Delaware
|
Elwood Limited
|
|
Bermuda
|
FKAT LLC
|
|
Delaware
|
Grupo Celanese, S. de R.L. de C.V.
|
|
Mexico
|
Holding Softer America S.A. de C.V
|
|
Mexico
|
HNA Acquisition ULC
|
|
Canada
|
Infraserv Verwaltungs GmbH
|
|
Germany
|
KEP Americas Engineering Plastics, LLC
|
|
Delaware
|
KEP Europe GmbH
|
|
Germany
|
Next Polymers Limited
|
|
India
|
PT Celanese Indonesia Operations
|
|
Indonesia
|
PT Celanese Indonesia Services
|
|
Indonesia
|
RIOMAVA GmbH
|
|
Germany
|
Servicios Acetato Mexico S. de R.L. de C.V.
|
|
Mexico
|
Servicios Corporativos Celanese S. de R.L. de C.V.
|
|
Mexico
|
So.F.teR Brasil Compostos Termoplasticos Ltda.
|
|
Brazil
|
Tenedora Tercera de Toluca S. de R.L. de C.V.
|
|
Mexico
|
Ticona Fortron Inc.
|
|
Delaware
|
Ticona LLC
|
|
Delaware
|
Ticona Polymers, Inc.
|
|
Delaware
|
Ticona Polymers Ltda.
|
|
Brazil
|
|
|
|
Aggregate Ownership of 50% or less
|
|
|
CTE Petrochemicals Co.1
|
|
Cayman Islands
|
Fairway Methanol LLC1
|
|
Delaware
|
Fortron Industries, LLC1
|
|
North Carolina
|
InfraServ GmbH & Co. Gendorf KG2
|
|
Germany
|
Infraserv GmbH & Co. Hoechst KG3
|
|
Germany
|
InfraServ GmbH & Co. Wiesbaden KG4
|
|
Germany
|
Korea Engineering Plastics Co., Ltd.1
|
|
Korea
|
Kunming Cellulose Fibers Company, Limited5
|
|
China
|
National Methanol Company6
|
|
Saudi Arabia
|
Nantong Cellulose Fibers Company, Limited7
|
|
China
|
Polyplastics Company, Ltd.8
|
|
Japan
|
Yncoris GmbH & Co. KG9
|
|
Germany
|
Zhuhai Cellulose Fibers Company, Limited5
|
|
China
|
1
|
|
Aggregate ownership is 50.00%
|
|
|
|
|
|
2
|
|
Aggregate ownership is 29.90%
|
|
|
|
|
|
3
|
|
Aggregate ownership is 32.43%
|
|
|
|
|
|
4
|
|
Aggregate ownership is 7.90%
|
|
|
|
|
5
|
|
Aggregate ownership is 30.00%
|
|
|
|
|
|
6
|
|
Aggregate ownership is 25.00%
|
|
|
|
|
|
7
|
|
Aggregate ownership is 30.68%
|
|
|
|
|
|
8
|
|
Aggregate ownership is 45.00%
|
|
|
|
|
|
9
|
|
Aggregate ownership is 22.00%
|
|
|
|
/s/ LORI J. RYERKERK
|
|
|
|
|
|
Lori J. Ryerkerk
|
|
|
Chief Executive Officer and President
|
|
|
Date: February 6, 2020
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
February 6, 2020
|
|
|
/s/ LORI J. RYERKERK
|
|
|
|
|
|
Lori J. Ryerkerk
|
|
|
Chief Executive Officer and President
|
|
|
Date: February 6, 2020
|
|
/s/ SCOTT A. RICHARDSON
|
|
|
Scott A. Richardson
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
February 6, 2020
|