|
|
|
|
|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended
|
|
March 31, 2020
|
|
Or
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
98-0420726
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.0001 per share
|
CE
|
The New York Stock Exchange
|
1.125% Senior Notes due 2023
|
CE /23
|
The New York Stock Exchange
|
1.250% Senior Notes due 2025
|
CE /25
|
The New York Stock Exchange
|
2.125% Senior Notes due 2027
|
CE /27
|
The New York Stock Exchange
|
|
|
|
|
|
|
|
Page
|
|
|
|
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||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In $ millions, except share and per share data)
|
||||
Net sales
|
1,460
|
|
|
1,687
|
|
Cost of sales
|
(1,112
|
)
|
|
(1,234
|
)
|
Gross profit
|
348
|
|
|
453
|
|
Selling, general and administrative expenses
|
(125
|
)
|
|
(120
|
)
|
Amortization of intangible assets
|
(5
|
)
|
|
(6
|
)
|
Research and development expenses
|
(17
|
)
|
|
(16
|
)
|
Other (charges) gains, net
|
(6
|
)
|
|
4
|
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
5
|
|
Operating profit (loss)
|
194
|
|
|
320
|
|
Equity in net earnings (loss) of affiliates
|
57
|
|
|
50
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
28
|
|
|
17
|
|
Interest expense
|
(28
|
)
|
|
(31
|
)
|
Interest income
|
2
|
|
|
1
|
|
Dividend income - equity investments
|
37
|
|
|
32
|
|
Other income (expense), net
|
2
|
|
|
(4
|
)
|
Earnings (loss) from continuing operations before tax
|
292
|
|
|
385
|
|
Income tax (provision) benefit
|
(65
|
)
|
|
(46
|
)
|
Earnings (loss) from continuing operations
|
227
|
|
|
339
|
|
Earnings (loss) from operation of discontinued operations
|
(7
|
)
|
|
(1
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
(1
|
)
|
Net earnings (loss)
|
220
|
|
|
338
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
218
|
|
|
337
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
225
|
|
|
338
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
(1
|
)
|
Net earnings (loss)
|
218
|
|
|
337
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
Continuing operations
|
1.89
|
|
|
2.65
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.01
|
)
|
Net earnings (loss) - basic
|
1.83
|
|
|
2.64
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
Continuing operations
|
1.88
|
|
|
2.64
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.01
|
)
|
Net earnings (loss) - diluted
|
1.82
|
|
|
2.63
|
|
Weighted average shares - basic
|
119,251,689
|
|
|
127,542,328
|
|
Weighted average shares - diluted
|
119,899,844
|
|
|
128,215,700
|
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
220
|
|
|
338
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
(2
|
)
|
|
7
|
|
Gain (loss) on cash flow hedges
|
(39
|
)
|
|
(3
|
)
|
Total other comprehensive income (loss), net of tax
|
(41
|
)
|
|
4
|
|
Total comprehensive income (loss), net of tax
|
179
|
|
|
342
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
(2
|
)
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
177
|
|
|
341
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||
|
(In $ millions, except share data)
|
||||||||||
Common Stock
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
119,555,207
|
|
|
—
|
|
|
128,095,849
|
|
|
—
|
|
Stock option exercises
|
—
|
|
|
—
|
|
|
9,937
|
|
|
—
|
|
Purchases of treasury stock
|
(1,709,431
|
)
|
|
—
|
|
|
(1,972,291
|
)
|
|
—
|
|
Stock awards
|
383,122
|
|
|
—
|
|
|
478,997
|
|
|
—
|
|
Balance as of the end of the period
|
118,228,898
|
|
|
—
|
|
|
126,612,492
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
49,417,965
|
|
|
(3,846
|
)
|
|
40,323,105
|
|
|
(2,849
|
)
|
Purchases of treasury stock, including related fees
|
1,709,431
|
|
|
(150
|
)
|
|
1,972,291
|
|
|
(200
|
)
|
Issuance of treasury stock under stock plans
|
—
|
|
|
—
|
|
|
(9,937
|
)
|
|
1
|
|
Balance as of the end of the period
|
51,127,396
|
|
|
(3,996
|
)
|
|
42,285,459
|
|
|
(3,048
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
254
|
|
|
|
|
233
|
|
||
Stock-based compensation, net of tax
|
|
|
(12
|
)
|
|
|
|
(8
|
)
|
||
Stock option exercises, net of tax
|
|
|
—
|
|
|
|
|
(1
|
)
|
||
Balance as of the end of the period
|
|
|
242
|
|
|
|
|
224
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
6,399
|
|
|
|
|
5,847
|
|
||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
218
|
|
|
|
|
337
|
|
||
Common stock dividends
|
|
|
(74
|
)
|
|
|
|
(70
|
)
|
||
Balance as of the end of the period
|
|
|
6,543
|
|
|
|
|
6,114
|
|
||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
(300
|
)
|
|
|
|
(247
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
|
(41
|
)
|
|
|
|
4
|
|
||
Balance as of the end of the period
|
|
|
(341
|
)
|
|
|
|
(243
|
)
|
||
Total Celanese Corporation stockholders' equity
|
|
|
2,448
|
|
|
|
|
3,047
|
|
||
Noncontrolling Interests
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
|
|
391
|
|
|
|
|
395
|
|
||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
2
|
|
|
|
|
1
|
|
||
Distributions to noncontrolling interests
|
|
|
(5
|
)
|
|
|
|
(4
|
)
|
||
Balance as of the end of the period
|
|
|
388
|
|
|
|
|
392
|
|
||
Total equity
|
|
|
2,836
|
|
|
|
|
3,439
|
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
||
Net earnings (loss)
|
220
|
|
|
338
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
|
|
|
|
||
Asset impairments
|
4
|
|
|
—
|
|
Depreciation, amortization and accretion
|
86
|
|
|
84
|
|
Pension and postretirement net periodic benefit cost
|
(25
|
)
|
|
(15
|
)
|
Pension and postretirement contributions
|
(12
|
)
|
|
(12
|
)
|
Deferred income taxes, net
|
(7
|
)
|
|
(5
|
)
|
Stock-based compensation
|
10
|
|
|
14
|
|
Undistributed earnings in unconsolidated affiliates
|
(11
|
)
|
|
21
|
|
Other, net
|
4
|
|
|
6
|
|
Operating cash provided by (used in) discontinued operations
|
5
|
|
|
—
|
|
Changes in operating assets and liabilities
|
|
|
|
||
Trade receivables - third party and affiliates, net
|
(11
|
)
|
|
6
|
|
Inventories
|
(11
|
)
|
|
40
|
|
Other assets
|
42
|
|
|
(23
|
)
|
Trade payables - third party and affiliates
|
1
|
|
|
(81
|
)
|
Other liabilities
|
(36
|
)
|
|
(66
|
)
|
Net cash provided by (used in) operating activities
|
259
|
|
|
307
|
|
Investing Activities
|
|
|
|
||
Capital expenditures on property, plant and equipment
|
(119
|
)
|
|
(79
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(91
|
)
|
Other, net
|
(9
|
)
|
|
(7
|
)
|
Net cash provided by (used in) investing activities
|
(128
|
)
|
|
(177
|
)
|
Financing Activities
|
|
|
|
||
Net change in short-term borrowings with maturities of 3 months or less
|
(39
|
)
|
|
197
|
|
Proceeds from short-term borrowings
|
300
|
|
|
—
|
|
Repayments of short-term borrowings
|
—
|
|
|
(12
|
)
|
Repayments of long-term debt
|
(9
|
)
|
|
(7
|
)
|
Purchases of treasury stock, including related fees
|
(167
|
)
|
|
(212
|
)
|
Common stock dividends
|
(74
|
)
|
|
(70
|
)
|
Distributions to noncontrolling interests
|
(5
|
)
|
|
(4
|
)
|
Other, net
|
(22
|
)
|
|
(22
|
)
|
Net cash provided by (used in) financing activities
|
(16
|
)
|
|
(130
|
)
|
Exchange rate effects on cash and cash equivalents
|
(8
|
)
|
|
2
|
|
Net increase (decrease) in cash and cash equivalents
|
107
|
|
|
2
|
|
Cash and cash equivalents as of beginning of period
|
463
|
|
|
439
|
|
Cash and cash equivalents as of end of period
|
570
|
|
|
441
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
|
|
|
|
|
|
In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
|
|
The new guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
|
|
March 12, 2020 through December 31, 2022.
|
|
The Company is currently evaluating the impact of adoption on its financial statements and related disclosures.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
37
|
|
|
57
|
|
Trade receivables, net - third party and affiliates
|
7
|
|
|
12
|
|
Non-trade receivables, net
|
2
|
|
|
—
|
|
Property, plant and equipment (net of accumulated depreciation - 2020: $185; 2019: $174)
|
619
|
|
|
622
|
|
Other assets
|
17
|
|
|
9
|
|
Intangible assets (net of accumulated amortization - 2020: $4; 2019: $4)
|
22
|
|
|
22
|
|
Total assets(1)
|
704
|
|
|
722
|
|
|
|
|
|
||
Trade payables
|
8
|
|
|
24
|
|
Other liabilities(2)
|
9
|
|
|
5
|
|
Total debt
|
3
|
|
|
4
|
|
Deferred income taxes
|
4
|
|
|
4
|
|
Total liabilities
|
24
|
|
|
37
|
|
(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
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
28
|
|
|
31
|
|
|
|
|
|
||
Trade payables
|
29
|
|
|
30
|
|
Current installments of long-term debt
|
16
|
|
|
16
|
|
Long-term debt
|
36
|
|
|
41
|
|
Total liabilities
|
81
|
|
|
87
|
|
|
|
|
|
||
Maximum exposure to loss
|
104
|
|
|
113
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Finished goods
|
720
|
|
|
718
|
|
Work-in-process
|
72
|
|
|
76
|
|
Raw materials and supplies
|
244
|
|
|
244
|
|
Total
|
1,036
|
|
|
1,038
|
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl Chain
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2019
|
727
|
|
|
148
|
|
|
199
|
|
|
1,074
|
|
Exchange rate changes
|
(13
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(18
|
)
|
As of March 31, 2020(1)
|
714
|
|
|
147
|
|
|
195
|
|
|
1,056
|
|
(1)
|
There were $0 million of accumulated impairment losses as of March 31, 2020.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2019
|
42
|
|
|
667
|
|
|
44
|
|
|
56
|
|
|
809
|
|
Exchange rate changes
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
As of March 31, 2020
|
41
|
|
|
655
|
|
|
44
|
|
|
56
|
|
|
796
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2019
|
(35
|
)
|
|
(504
|
)
|
|
(35
|
)
|
|
(38
|
)
|
|
(612
|
)
|
Amortization
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
Exchange rate changes
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
10
|
|
As of March 31, 2020
|
(34
|
)
|
|
(499
|
)
|
|
(36
|
)
|
|
(38
|
)
|
|
(607
|
)
|
Net book value
|
7
|
|
|
156
|
|
|
8
|
|
|
18
|
|
|
189
|
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
As of December 31, 2019
|
115
|
|
Exchange rate changes
|
(2
|
)
|
As of March 31, 2020
|
113
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
4
|
|
|
6
|
|
28
|
|
|
28
|
|
|
Customer rebates
|
35
|
|
|
63
|
|
8
|
|
|
8
|
|
|
19
|
|
|
12
|
|
|
Insurance
|
5
|
|
|
6
|
|
Interest
|
25
|
|
|
29
|
|
94
|
|
|
105
|
|
|
Operating leases
|
29
|
|
|
29
|
|
13
|
|
|
13
|
|
|
Salaries and benefits
|
72
|
|
|
89
|
|
Sales and use tax/foreign withholding tax payable
|
58
|
|
|
35
|
|
Other
|
32
|
|
|
38
|
|
Total
|
422
|
|
|
461
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
14
|
|
|
13
|
|
Deferred proceeds
|
42
|
|
|
43
|
|
6
|
|
|
6
|
|
|
94
|
|
|
50
|
|
|
45
|
|
|
49
|
|
|
Insurance
|
36
|
|
|
34
|
|
Other
|
26
|
|
|
28
|
|
Total
|
263
|
|
|
223
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
26
|
|
|
28
|
|
Short-term borrowings, including amounts due to affiliates(1)
|
361
|
|
|
81
|
|
Revolving credit facility(2)
|
247
|
|
|
272
|
|
Accounts receivable securitization facility(3)
|
115
|
|
|
115
|
|
Total
|
749
|
|
|
496
|
|
(1)
|
The weighted average interest rate was 1.8% and 2.3% as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020, the Company entered into an aggregate of $300 million in short-term, bilateral term loans.
|
(2)
|
The weighted average interest rate was 1.3% and 1.6% as of March 31, 2020 and December 31, 2019, respectively.
|
(3)
|
The weighted average interest rate was 2.3% and 2.4% as of March 31, 2020 and December 31, 2019, respectively.
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
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%
|
821
|
|
|
841
|
|
Senior unsecured notes due 2024, interest rate of 3.500%
|
499
|
|
|
499
|
|
Senior unsecured notes due 2025, interest rate of 1.250%
|
329
|
|
|
337
|
|
Senior unsecured notes due 2027, interest rate of 2.125%
|
544
|
|
|
558
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
|
167
|
|
|
167
|
|
Bank loans due at various dates through 2026(1)
|
8
|
|
|
9
|
|
Obligations under finance leases due at various dates through 2054
|
132
|
|
|
144
|
|
Subtotal
|
3,400
|
|
|
3,455
|
|
Unamortized debt issuance costs(2)
|
(18
|
)
|
|
(18
|
)
|
Current installments of long-term debt
|
(26
|
)
|
|
(28
|
)
|
Total
|
3,356
|
|
|
3,409
|
|
(1)
|
The weighted average interest rate was 1.3% and 1.3% as of March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
Related to the Company's long-term debt, excluding obligations under finance leases.
|
|
As of
March 31, 2020 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding(1)
|
247
|
|
Letters of credit issued
|
—
|
|
Available for borrowing(2)
|
1,003
|
|
(1)
|
The Company borrowed $355 million and repaid $373 million under its senior unsecured revolving credit facility during the three months ended March 31, 2020.
|
(2)
|
The margin for borrowings under the senior unsecured revolving credit facility was 1.25% above LIBOR or EURIBOR at current Company credit ratings.
|
(1)
|
Outstanding accounts receivable transferred to the SPE was $171 million.
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
||||||||
|
Pension
Benefits |
|
Post-retirement
Benefits |
|
Pension
Benefits |
|
Post-retirement
Benefits |
||||
|
(In $ millions)
|
||||||||||
Service cost
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Interest cost
|
21
|
|
|
1
|
|
|
29
|
|
|
—
|
|
Expected return on plan assets
|
(50
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
Total
|
(26
|
)
|
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
As of
March 31, 2020 |
|
Total
Expected
2020
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
6
|
|
|
23
|
|
Benefit payments to nonqualified pension plans
|
5
|
|
|
20
|
|
Benefit payments to other postretirement benefit plans
|
1
|
|
|
5
|
|
Cash contributions to German multiemployer defined benefit pension plans(1)
|
2
|
|
|
8
|
|
(1)
|
The Company makes contributions based on specified percentages of employee contributions.
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
|
(In percentages)
|
|
(In $ per share)
|
|
|
||
April 2019
|
15
|
|
0.62
|
|
2.48
|
|
May 2019
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2020 |
||||||||
|
2020
|
|
2019
|
|
|||||||
Shares repurchased
|
1,709,431
|
|
|
1,972,291
|
|
|
58,588,409
|
|
|||
Average purchase price per share
|
$
|
87.87
|
|
|
$
|
101.41
|
|
|
$
|
73.44
|
|
Shares repurchased (in $ millions)
|
$
|
150
|
|
|
$
|
200
|
|
|
$
|
4,303
|
|
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,366
|
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2020
|
|
2019
|
||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount |
||||||
|
(In $ millions)
|
||||||||||||||||
Foreign currency translation gain (loss)
|
10
|
|
|
(12
|
)
|
|
(2
|
)
|
|
13
|
|
|
(6
|
)
|
|
7
|
|
Gain (loss) on cash flow hedges
|
(51
|
)
|
|
12
|
|
|
(39
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Total
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|
10
|
|
|
(6
|
)
|
|
4
|
|
|
Foreign
Currency
Translation Gain (Loss)
|
|
Gain (Loss)
on Cash
Flow
Hedges
|
|
Pension
and
Postretirement
Benefits Gain (Loss)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
||||
|
(In $ millions)
|
||||||||||
As of December 31, 2019
|
(252
|
)
|
|
(38
|
)
|
|
(10
|
)
|
|
(300
|
)
|
Other comprehensive income (loss) before reclassifications
|
10
|
|
|
(51
|
)
|
|
—
|
|
|
(41
|
)
|
Income tax (provision) benefit
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
As of March 31, 2020
|
(254
|
)
|
|
(77
|
)
|
|
(10
|
)
|
|
(341
|
)
|
|
|||||
|
2020
|
|
2019
|
||
|
(In $ millions)
|
||||
Restructuring
|
(6
|
)
|
|
1
|
|
Asset impairments
|
(4
|
)
|
|
—
|
|
Plant/office closures
|
(1
|
)
|
|
(1
|
)
|
Commercial disputes
|
5
|
|
|
4
|
|
Total
|
(6
|
)
|
|
4
|
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl Chain
|
|
Other
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2019
|
5
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
13
|
|
Additions
|
1
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
Cash payments
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
As of March 31, 2020
|
4
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
13
|
|
|
Three Months Ended
March 31, |
||
|
2020
|
|
2019
|
|
(In percentages)
|
||
Effective income tax rate
|
22
|
|
12
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In € millions)
|
||||
Total
|
1,578
|
|
|
1,578
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Total
|
400
|
|
|
400
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Total
|
575
|
|
|
692
|
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|
Gain (Loss) Recognized in Earnings (Loss)
|
|
|
||||||||
|
Three Months Ended March 31,
|
|
Statement of Operations Classification
|
||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|||||
|
(In $ millions)
|
|
|
||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
||||
Commodity swaps
|
—
|
|
|
10
|
|
|
—
|
|
|
2
|
|
|
Cost of sales
|
Interest rate swaps
|
(51
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
Total
|
(51
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||
37
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Cross-currency swaps
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Total
|
67
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
19
|
|
|
(3
|
)
|
|
Foreign exchange gain (loss), net; Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
19
|
|
|
(3
|
)
|
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
55
|
|
|
16
|
|
Gross amount offset in the consolidated balance sheets
|
8
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
47
|
|
|
15
|
|
Gross amount not offset in the consolidated balance sheets
|
2
|
|
|
8
|
|
Net amount
|
45
|
|
|
7
|
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
110
|
|
|
59
|
|
Gross amount offset in the consolidated balance sheets
|
8
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
102
|
|
|
58
|
|
Gross amount not offset in the consolidated balance sheets
|
2
|
|
|
8
|
|
Net amount
|
100
|
|
|
50
|
|
|
Fair Value Measurement
|
|
|
|||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Total
|
|
Balance Sheet Classification
|
|||
|
(In $ millions)
|
|
|
|||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|||
Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|||
Cross-currency swaps
|
—
|
|
|
14
|
|
|
14
|
|
|
Current Other assets
|
Cross-currency swaps
|
—
|
|
|
26
|
|
|
26
|
|
|
Noncurrent Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
||
Foreign currency forwards and swaps
|
—
|
|
|
7
|
|
|
7
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
47
|
|
|
47
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
—
|
|
|
(91
|
)
|
|
(91
|
)
|
|
Noncurrent Other liabilities
|
Commodity swaps
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
Current Other liabilities
|
Commodity swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Noncurrent Other liabilities
|
Derivatives Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|||
Cross-currency swaps
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Current Other liabilities
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
|
|
|
Fair Value Measurement
|
|
|
|||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Total
|
|
Balance Sheet Classification
|
|||
|
(In $ millions)
|
|
|
|||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|||
Derivatives Designated as Net Investment Hedges
|
|
|
|
|
|
|
|
|||
Cross-currency swaps
|
—
|
|
|
13
|
|
|
13
|
|
|
Current Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
2
|
|
|
2
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
15
|
|
|
15
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
|
Noncurrent Other liabilities
|
Commodity swaps
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
Current Other liabilities
|
Commodity swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Noncurrent Other liabilities
|
Derivatives Designated as 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
|
)
|
|
(3
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||
|
Carrying
Amount
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||
|
(In $ millions)
|
||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
||||
Equity investments without readily determinable fair values
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
36
|
|
|
36
|
|
|
—
|
|
|
36
|
|
Long-term debt, including current installments of long-term debt
|
3,400
|
|
|
3,180
|
|
|
132
|
|
|
3,312
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
||||
Equity investments without readily determinable fair values
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
35
|
|
|
35
|
|
|
—
|
|
|
35
|
|
Long-term debt, including current installments of long-term debt
|
3,455
|
|
|
3,456
|
|
|
144
|
|
|
3,600
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Engineered
Materials
|
|
Acetate Tow
|
|
Acetyl
Chain
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
||||||
|
(In $ millions)
|
|
||||||||||||||||
|
Three Months Ended March 31, 2020
|
|
||||||||||||||||
Net sales
|
563
|
|
|
129
|
|
|
799
|
|
|
—
|
|
|
(31
|
)
|
(1)
|
1,460
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|
|
Operating profit (loss)
|
102
|
|
|
27
|
|
|
135
|
|
|
(70
|
)
|
|
—
|
|
|
194
|
|
|
Equity in net earnings (loss) of affiliates
|
53
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
57
|
|
|
Depreciation and amortization
|
34
|
|
|
8
|
|
|
39
|
|
|
4
|
|
|
—
|
|
|
85
|
|
|
Capital expenditures
|
24
|
|
|
10
|
|
|
43
|
|
|
9
|
|
|
—
|
|
|
86
|
|
(2)
|
|
As of March 31, 2020
|
|
||||||||||||||||
Goodwill and intangible assets, net
|
977
|
|
|
152
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
1,358
|
|
|
Total assets
|
4,112
|
|
|
947
|
|
|
3,457
|
|
|
1,029
|
|
|
—
|
|
|
9,545
|
|
|
|
Three Months Ended March 31, 2019
|
|
||||||||||||||||
Net sales
|
663
|
|
|
166
|
|
|
889
|
|
|
—
|
|
|
(31
|
)
|
(1)
|
1,687
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
4
|
|
|
|
Operating profit (loss)
|
144
|
|
|
40
|
|
|
202
|
|
|
(66
|
)
|
|
—
|
|
|
320
|
|
|
Equity in net earnings (loss) of affiliates
|
46
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
50
|
|
|
Depreciation and amortization
|
32
|
|
|
10
|
|
|
38
|
|
|
3
|
|
|
—
|
|
|
83
|
|
|
Capital expenditures
|
16
|
|
|
8
|
|
|
26
|
|
|
4
|
|
|
—
|
|
|
54
|
|
(2)
|
|
As of December 31, 2019
|
|
||||||||||||||||
Goodwill and intangible assets, net
|
999
|
|
|
153
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
1,386
|
|
|
Total assets
|
4,125
|
|
|
977
|
|
|
3,489
|
|
|
885
|
|
|
—
|
|
|
9,476
|
|
|
(1)
|
Includes intersegment sales primarily related to the Acetyl Chain.
|
(2)
|
Includes a decrease in accrued capital expenditures of $33 million and $25 million for the three months ended March 31, 2020 and 2019, respectively.
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In $ millions)
|
||||
Engineered Materials
|
|
|
|
||
North America
|
162
|
|
|
196
|
|
Europe and Africa
|
260
|
|
|
302
|
|
Asia-Pacific
|
123
|
|
|
148
|
|
South America
|
18
|
|
|
17
|
|
Total
|
563
|
|
|
663
|
|
|
|
|
|
||
Acetate Tow
|
|
|
|
||
North America
|
21
|
|
|
34
|
|
Europe and Africa
|
71
|
|
|
63
|
|
Asia-Pacific
|
32
|
|
|
60
|
|
South America
|
5
|
|
|
9
|
|
Total
|
129
|
|
|
166
|
|
|
|
|
|
||
Acetyl Chain
|
|
|
|
||
North America
|
274
|
|
|
286
|
|
Europe and Africa
|
266
|
|
|
294
|
|
Asia-Pacific
|
207
|
|
|
256
|
|
South America
|
21
|
|
|
22
|
|
Total(1)
|
768
|
|
|
858
|
|
(1)
|
Excludes intersegment sales of $31 million and $31 million for the three months ended March 31, 2020 and 2019, respectively.
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
|
(In $ millions, except share data)
|
||||
Amounts attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
225
|
|
|
338
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
(1
|
)
|
Net earnings (loss)
|
218
|
|
|
337
|
|
|
|
|
|
||
Weighted average shares - basic
|
119,251,689
|
|
|
127,542,328
|
|
Incremental shares attributable to equity awards(1)
|
648,155
|
|
|
673,372
|
|
Weighted average shares - diluted
|
119,899,844
|
|
|
128,215,700
|
|
(1)
|
Excludes 63,384 and 0 equity awards shares for the three months ended March 31, 2020 and 2019, respectively, as their effect would have been antidilutive.
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
560
|
|
|
1,203
|
|
|
(303
|
)
|
|
1,460
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(460
|
)
|
|
(946
|
)
|
|
294
|
|
|
(1,112
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
100
|
|
|
257
|
|
|
(9
|
)
|
|
348
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(71
|
)
|
|
—
|
|
|
(125
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(10
|
)
|
|
—
|
|
|
(17
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
2
|
|
|
—
|
|
|
(6
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
26
|
|
|
177
|
|
|
(9
|
)
|
|
194
|
|
Equity in net earnings (loss) of affiliates
|
226
|
|
|
222
|
|
|
188
|
|
|
51
|
|
|
(630
|
)
|
|
57
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
25
|
|
|
3
|
|
|
—
|
|
|
28
|
|
Interest expense
|
(8
|
)
|
|
(9
|
)
|
|
(30
|
)
|
|
(5
|
)
|
|
24
|
|
|
(28
|
)
|
Interest income
|
—
|
|
|
13
|
|
|
10
|
|
|
4
|
|
|
(25
|
)
|
|
2
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
1
|
|
|
37
|
|
Other income (expense), net
|
—
|
|
|
8
|
|
|
1
|
|
|
(7
|
)
|
|
—
|
|
|
2
|
|
Earnings (loss) from continuing operations before tax
|
218
|
|
|
234
|
|
|
220
|
|
|
259
|
|
|
(639
|
)
|
|
292
|
|
Income tax (provision) benefit
|
—
|
|
|
(8
|
)
|
|
5
|
|
|
(63
|
)
|
|
1
|
|
|
(65
|
)
|
Earnings (loss) from continuing operations
|
218
|
|
|
226
|
|
|
225
|
|
|
196
|
|
|
(638
|
)
|
|
227
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Net earnings (loss)
|
218
|
|
|
226
|
|
|
225
|
|
|
189
|
|
|
(638
|
)
|
|
220
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
218
|
|
|
226
|
|
|
225
|
|
|
187
|
|
|
(638
|
)
|
|
218
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
624
|
|
|
1,373
|
|
|
(310
|
)
|
|
1,687
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
(1,077
|
)
|
|
301
|
|
|
(1,234
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
166
|
|
|
296
|
|
|
(9
|
)
|
|
453
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(80
|
)
|
|
—
|
|
|
(120
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(6
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
|
(16
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
116
|
|
|
213
|
|
|
(9
|
)
|
|
320
|
|
Equity in net earnings (loss) of affiliates
|
337
|
|
|
337
|
|
|
217
|
|
|
43
|
|
|
(884
|
)
|
|
50
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
—
|
|
|
—
|
|
|
15
|
|
|
2
|
|
|
—
|
|
|
17
|
|
Interest expense
|
—
|
|
|
(10
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|
17
|
|
|
(31
|
)
|
Interest income
|
—
|
|
|
13
|
|
|
2
|
|
|
3
|
|
|
(17
|
)
|
|
1
|
|
Dividend income - equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
Earnings (loss) from continuing operations before tax
|
337
|
|
|
341
|
|
|
319
|
|
|
281
|
|
|
(893
|
)
|
|
385
|
|
Income tax (provision) benefit
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|
(36
|
)
|
|
1
|
|
|
(46
|
)
|
Earnings (loss) from continuing operations
|
337
|
|
|
337
|
|
|
312
|
|
|
245
|
|
|
(892
|
)
|
|
339
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss)
|
337
|
|
|
337
|
|
|
311
|
|
|
245
|
|
|
(892
|
)
|
|
338
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
337
|
|
|
337
|
|
|
311
|
|
|
244
|
|
|
(892
|
)
|
|
337
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
218
|
|
|
226
|
|
|
225
|
|
|
189
|
|
|
(638
|
)
|
|
220
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
(2
|
)
|
|
(2
|
)
|
|
(44
|
)
|
|
(54
|
)
|
|
100
|
|
|
(2
|
)
|
Gain (loss) on cash flow hedges
|
(39
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
—
|
|
|
40
|
|
|
(39
|
)
|
Total other comprehensive income (loss), net of tax
|
(41
|
)
|
|
(41
|
)
|
|
(45
|
)
|
|
(54
|
)
|
|
140
|
|
|
(41
|
)
|
Total comprehensive income (loss), net of tax
|
177
|
|
|
185
|
|
|
180
|
|
|
135
|
|
|
(498
|
)
|
|
179
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
177
|
|
|
185
|
|
|
180
|
|
|
133
|
|
|
(498
|
)
|
|
177
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
337
|
|
|
337
|
|
|
311
|
|
|
245
|
|
|
(892
|
)
|
|
338
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
7
|
|
|
7
|
|
|
(18
|
)
|
|
(24
|
)
|
|
35
|
|
|
7
|
|
Gain (loss) on cash flow hedges
|
(3
|
)
|
|
(3
|
)
|
|
6
|
|
|
8
|
|
|
(11
|
)
|
|
(3
|
)
|
Total other comprehensive income (loss), net of tax
|
4
|
|
|
4
|
|
|
(12
|
)
|
|
(16
|
)
|
|
24
|
|
|
4
|
|
Total comprehensive income (loss), net of tax
|
341
|
|
|
341
|
|
|
299
|
|
|
229
|
|
|
(868
|
)
|
|
342
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Comprehensive income (loss) attributable to Celanese Corporation
|
341
|
|
|
341
|
|
|
299
|
|
|
228
|
|
|
(868
|
)
|
|
341
|
|
|
As of March 31, 2020
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
20
|
|
|
21
|
|
|
529
|
|
|
—
|
|
|
570
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
131
|
|
|
866
|
|
|
(144
|
)
|
|
853
|
|
Non-trade receivables, net
|
57
|
|
|
1,521
|
|
|
2,136
|
|
|
786
|
|
|
(4,193
|
)
|
|
307
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
366
|
|
|
725
|
|
|
(55
|
)
|
|
1,036
|
|
Marketable securities
|
—
|
|
|
—
|
|
|
22
|
|
|
16
|
|
|
—
|
|
|
38
|
|
Other assets
|
—
|
|
|
43
|
|
|
14
|
|
|
55
|
|
|
(61
|
)
|
|
51
|
|
Total current assets
|
57
|
|
|
1,584
|
|
|
2,690
|
|
|
2,977
|
|
|
(4,453
|
)
|
|
2,855
|
|
Investments in affiliates
|
4,236
|
|
|
5,375
|
|
|
4,316
|
|
|
851
|
|
|
(13,797
|
)
|
|
981
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,476
|
|
|
2,202
|
|
|
—
|
|
|
3,678
|
|
Operating lease right-of-use assets
|
—
|
|
|
—
|
|
|
51
|
|
|
150
|
|
|
—
|
|
|
201
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
(5
|
)
|
|
91
|
|
Other assets
|
—
|
|
|
1,683
|
|
|
224
|
|
|
435
|
|
|
(1,961
|
)
|
|
381
|
|
Goodwill
|
—
|
|
|
—
|
|
|
399
|
|
|
657
|
|
|
—
|
|
|
1,056
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
123
|
|
|
179
|
|
|
—
|
|
|
302
|
|
Total assets
|
4,293
|
|
|
8,642
|
|
|
9,279
|
|
|
7,547
|
|
|
(20,216
|
)
|
|
9,545
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
1,845
|
|
|
720
|
|
|
1,384
|
|
|
361
|
|
|
(3,561
|
)
|
|
749
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
299
|
|
|
569
|
|
|
(144
|
)
|
|
724
|
|
Other liabilities
|
—
|
|
|
70
|
|
|
162
|
|
|
383
|
|
|
(193
|
)
|
|
422
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
436
|
|
|
97
|
|
|
(500
|
)
|
|
33
|
|
Total current liabilities
|
1,845
|
|
|
790
|
|
|
2,281
|
|
|
1,410
|
|
|
(4,398
|
)
|
|
1,928
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
3,516
|
|
|
1,677
|
|
|
90
|
|
|
(1,927
|
)
|
|
3,356
|
|
Deferred income taxes
|
—
|
|
|
7
|
|
|
101
|
|
|
155
|
|
|
(5
|
)
|
|
258
|
|
Uncertain tax positions
|
—
|
|
|
2
|
|
|
—
|
|
|
169
|
|
|
(10
|
)
|
|
161
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
252
|
|
|
316
|
|
|
—
|
|
|
568
|
|
Operating lease liabilities
|
—
|
|
|
—
|
|
|
41
|
|
|
134
|
|
|
—
|
|
|
175
|
|
Other liabilities
|
—
|
|
|
91
|
|
|
90
|
|
|
115
|
|
|
(33
|
)
|
|
263
|
|
Total noncurrent liabilities
|
—
|
|
|
3,616
|
|
|
2,161
|
|
|
979
|
|
|
(1,975
|
)
|
|
4,781
|
|
Total Celanese Corporation stockholders' equity
|
2,448
|
|
|
4,236
|
|
|
4,837
|
|
|
4,770
|
|
|
(13,843
|
)
|
|
2,448
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
Total equity
|
2,448
|
|
|
4,236
|
|
|
4,837
|
|
|
5,158
|
|
|
(13,843
|
)
|
|
2,836
|
|
Total liabilities and equity
|
4,293
|
|
|
8,642
|
|
|
9,279
|
|
|
7,547
|
|
|
(20,216
|
)
|
|
9,545
|
|
|
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
|
—
|
|
|
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
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
241
|
|
|
(280
|
)
|
|
129
|
|
|
169
|
|
|
—
|
|
|
259
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(50
|
)
|
|
—
|
|
|
(119
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
19
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
(59
|
)
|
|
14
|
|
|
(128
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(19
|
)
|
|
(39
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
|
—
|
|
|
(9
|
)
|
Purchases of treasury stock, including related fees
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
Common stock dividends
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(2
|
)
|
|
—
|
|
|
(22
|
)
|
Net cash provided by (used in) financing activities
|
(241
|
)
|
|
300
|
|
|
(41
|
)
|
|
(20
|
)
|
|
(14
|
)
|
|
(16
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
20
|
|
|
5
|
|
|
82
|
|
|
—
|
|
|
107
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
16
|
|
|
447
|
|
|
—
|
|
|
463
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
20
|
|
|
21
|
|
|
529
|
|
|
—
|
|
|
570
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
282
|
|
|
26
|
|
|
1,032
|
|
|
528
|
|
|
(1,561
|
)
|
|
307
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(37
|
)
|
|
—
|
|
|
(79
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(60
|
)
|
|
—
|
|
|
(91
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
—
|
|
|
(646
|
)
|
|
—
|
|
|
646
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
2
|
|
|
(9
|
)
|
|
—
|
|
|
(7
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
(106
|
)
|
|
642
|
|
|
(177
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings with maturities of 3 months or less
|
—
|
|
|
246
|
|
|
(9
|
)
|
|
(4
|
)
|
|
(36
|
)
|
|
197
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|
(610
|
)
|
|
—
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Purchases of treasury stock, including related fees
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
Dividends to parent
|
—
|
|
|
(272
|
)
|
|
(251
|
)
|
|
(1,038
|
)
|
|
1,561
|
|
|
—
|
|
Common stock dividends
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(2
|
)
|
|
—
|
|
|
(22
|
)
|
Net cash provided by (used in) financing activities
|
(282
|
)
|
|
(26
|
)
|
|
(280
|
)
|
|
(461
|
)
|
|
919
|
|
|
(130
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
39
|
|
|
(37
|
)
|
|
—
|
|
|
2
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
30
|
|
|
409
|
|
|
—
|
|
|
439
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
69
|
|
|
372
|
|
|
—
|
|
|
441
|
|
•
|
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 Quarterly Report.
|
|
Three Months Ended March 31,
|
|
|
|||||
|
2020
|
|
2019
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|||
Net sales
|
1,460
|
|
|
1,687
|
|
|
(227
|
)
|
Gross profit
|
348
|
|
|
453
|
|
|
(105
|
)
|
Selling, general and administrative ("SG&A") expenses
|
(125
|
)
|
|
(120
|
)
|
|
(5
|
)
|
Other (charges) gains, net
|
(6
|
)
|
|
4
|
|
|
(10
|
)
|
Operating profit (loss)
|
194
|
|
|
320
|
|
|
(126
|
)
|
Equity in net earnings (loss) of affiliates
|
57
|
|
|
50
|
|
|
7
|
|
Non-operating pension and other postretirement employee benefit (expense) income
|
28
|
|
|
17
|
|
|
11
|
|
Interest expense
|
(28
|
)
|
|
(31
|
)
|
|
3
|
|
Dividend income - equity investments
|
37
|
|
|
32
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
292
|
|
|
385
|
|
|
(93
|
)
|
Earnings (loss) from continuing operations
|
227
|
|
|
339
|
|
|
(112
|
)
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
(1
|
)
|
|
(6
|
)
|
Net earnings (loss)
|
220
|
|
|
338
|
|
|
(118
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
218
|
|
|
337
|
|
|
(119
|
)
|
Other Data
|
|
|
|
|
|
|||
Depreciation and amortization
|
85
|
|
|
83
|
|
|
2
|
|
SG&A expenses as a percentage of Net sales
|
8.6
|
%
|
|
7.1
|
%
|
|
|
|
Operating margin(1)
|
13.3
|
%
|
|
19.0
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Restructuring
|
(6
|
)
|
|
1
|
|
|
(7
|
)
|
Asset impairments
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Plant/office closures
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
Commercial disputes
|
5
|
|
|
4
|
|
|
1
|
|
Total Other (charges) gains, net
|
(6
|
)
|
|
4
|
|
|
(10
|
)
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of
March 31, 2020 |
|
As of
December 31, 2019 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
570
|
|
|
463
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
749
|
|
|
496
|
|
Long-term debt, net of unamortized deferred financing costs
|
3,356
|
|
|
3,409
|
|
Total debt
|
4,105
|
|
|
3,905
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(unaudited)
|
||||||||||||
|
(In percentages)
|
||||||||||||
Engineered Materials
|
(9
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
(15
|
)
|
Acetate Tow
|
(17
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
(22
|
)
|
Acetyl Chain
|
(3
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
1
|
|
(10
|
)
|
Total Company
|
(7
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
1
|
|
(13
|
)
|
•
|
lower volume across all of our segments, primarily driven by a continued reduction in the customer demand environment in Asia, which was impacted by the COVID-19 pandemic, in our Acetyl Chain segment, as well as continued deterioration of global economic conditions in our Engineered Materials segment;
|
•
|
lower pricing in our Acetyl Chain and Engineered Materials segments; and
|
•
|
an unfavorable currency impact in our Acetyl Chain and Engineered Materials segments.
|
•
|
lower Net sales across all of our segments; and
|
•
|
higher spending in our Engineered Materials and Acetyl Chain segments;
|
•
|
lower raw material costs within our Engineered Materials and Acetyl Chain segments.
|
•
|
an increase in equity investment in earnings of $8 million from our Ibn Sina strategic affiliate, primarily as a result of decreased plant turnaround activity.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2020
|
|
2019
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
563
|
|
|
663
|
|
|
(100
|
)
|
|
(15.1
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(9
|
)%
|
|
|
|
|
|
|
|||
Price
|
(5
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(1
|
)%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
(100.0
|
)%
|
Operating profit (loss)
|
102
|
|
|
144
|
|
|
(42
|
)
|
|
(29.2
|
)%
|
Operating margin
|
18.1
|
%
|
|
21.7
|
%
|
|
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
53
|
|
|
46
|
|
|
7
|
|
|
15.2
|
%
|
Depreciation and amortization
|
34
|
|
|
32
|
|
|
2
|
|
|
6.3
|
%
|
•
|
lower volume for most of our products driven by continued deterioration of global economic conditions;
|
•
|
lower pricing for most of our products, primarily due to a continued reduction in customer demand, as well as customer and product mix; and
|
•
|
an unfavorable currency impact resulting from a weaker Euro relative to the US dollar.
|
•
|
lower Net sales;
|
•
|
an unfavorable impact to Other (charges) gains, net. During the three months ended March 31, 2019, we recorded a $15 million gain related to a settlement of a commercial dispute from a previous acquisition, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information; and
|
•
|
higher spending costs of $11 million, primarily as a result of higher maintenance costs and plant turnaround activity;
|
•
|
lower raw material costs for most of our products.
|
•
|
an increase in equity investment in earnings of $8 million from our Ibn Sina strategic affiliate, primarily as a result of decreased plant turnaround activity.
|
|
Three Months Ended March 31,
|
|
Change
|
|
%
Change
|
||||||
|
2020
|
|
2019
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
129
|
|
|
166
|
|
|
(37
|
)
|
|
(22.3
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(17
|
)%
|
|
|
|
|
|
|
|||
Price
|
(5
|
)%
|
|
|
|
|
|
|
|||
Currency
|
—
|
%
|
|
|
|
|
|
|
|||
Other
|
—
|
%
|
|
|
|
|
|
|
|||
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(100.0
|
)%
|
Operating profit (loss)
|
27
|
|
|
40
|
|
|
(13
|
)
|
|
(32.5
|
)%
|
Operating margin
|
20.9
|
%
|
|
24.1
|
%
|
|
|
|
|
||
Dividend income - equity investments
|
37
|
|
|
32
|
|
|
5
|
|
|
15.6
|
%
|
Depreciation and amortization
|
8
|
|
|
10
|
|
|
(2
|
)
|
|
(20.0
|
)%
|
•
|
lower acetate flake volume, primarily due to the expiration of an acetate flake contract;
|
•
|
lower acetate tow volume, consistent with global demand reduction; and
|
•
|
lower acetate tow pricing, primarily due to customer mix.
|
•
|
lower Net sales;
|
•
|
lower energy costs of $7 million, primarily related to the closure of our acetate flake manufacturing unit in Ocotlán, Mexico in the prior year.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2020
|
|
2019
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Net sales
|
799
|
|
|
889
|
|
|
(90
|
)
|
|
(10.1
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
||||
Volume
|
(3
|
)%
|
|
|
|
|
|
|
|||
Price
|
(7
|
)%
|
|
|
|
|
|
|
|||
Currency
|
(1
|
)%
|
|
|
|
|
|
|
|||
Other
|
1
|
%
|
|
|
|
|
|
|
|||
Operating profit (loss)
|
135
|
|
|
202
|
|
|
(67
|
)
|
|
(33.2
|
)%
|
Operating margin
|
16.9
|
%
|
|
22.7
|
%
|
|
|
|
|
|
|
Depreciation and amortization
|
39
|
|
|
38
|
|
|
1
|
|
|
2.6
|
%
|
•
|
lower pricing for most of our products, primarily due to an overall deflationary environment for raw materials and a continued reduction in the customer demand environment, which was also impacted by the COVID-19 pandemic;
|
•
|
lower volume for most of our products due to a continued reduction in the customer demand environment in Asia, which was also impacted by the COVID-19 pandemic, partially offset by higher volume for VAM due to increased customer demand and focus on downstream products in the Western Hemisphere; and
|
•
|
an unfavorable currency impact resulting from a weaker Euro relative to the US dollar.
|
•
|
lower Net sales;
|
•
|
higher plant turnaround costs of $14 million related to our joint venture, Fairway Methanol LLC ("Fairway"); and
|
•
|
higher costs of $10 million, primarily related to plant operating costs and expansion projects;
|
•
|
lower raw material costs, primarily for ethylene, carbon monoxide and methanol.
|
|
Three Months Ended March 31,
|
|
Change
|
|
% Change
|
||||||
|
2020
|
|
2019
|
|
|
||||||
|
(unaudited)
|
||||||||||
|
(In $ millions, except percentages)
|
||||||||||
Other (charges) gains, net
|
(5
|
)
|
|
(11
|
)
|
|
6
|
|
|
54.5
|
%
|
Operating profit (loss)
|
(70
|
)
|
|
(66
|
)
|
|
(4
|
)
|
|
(6.1
|
)%
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
%
|
Non-operating pension and other postretirement employee benefit (expense) income
|
28
|
|
|
17
|
|
|
11
|
|
|
64.7
|
%
|
Depreciation and amortization
|
4
|
|
|
3
|
|
|
1
|
|
|
33.3
|
%
|
•
|
an unfavorable currency impact of $5 million resulting from a weaker Euro relative to the US dollar; and
|
•
|
higher functional spending of $3 million;
|
•
|
a favorable impact of $6 million to Other (charges) gains, net. During the three months ended March 31, 2019 we recorded an $11 million loss related to a settlement by our captive insurer with a former third-party customer, which did not recur in the current year. This was partially offset by $5 million in employee termination benefits during the three months ended March 31, 2020, primarily related to business optimization projects. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information.
|
•
|
lower interest cost and higher expected return on plan assets.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
a decrease in net earnings;
|
•
|
a decrease in incentive compensation payouts of $42 million; and
|
•
|
favorable trade working capital of $14 million, primarily due to an increase in trade payables related to higher capital expenditures in the current year, partially offset by an increase in inventory as a result of inventory build-up for plant turnarounds in the current year.
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
a net cash outflow of $91 million related to the acquisition of Next Polymers Ltd. in January 2019;
|
•
|
an increase of $40 million in capital expenditures related to growth and productivity improvements in our Engineered Materials and Acetyl Chain segments.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
an increase in net borrowings on short-term debt of $76 million, due to higher borrowings during the three months ended March 31, 2020 related to us entering into an aggregate of $300 million in short-term, bilateral term loans, which were primarily used to repay borrowings under our outstanding senior unsecured revolving credit facility; and
|
•
|
lower share repurchases of our Common Stock of $45 million during the three months ended March 31, 2020.
|
•
|
the duration and scope of the outbreak;
|
•
|
governmental, business and individual actions that have been and continue to be taken in response to the outbreak, including social distancing, work-at-home, stay-at-home and shelter-in-place orders and shutdowns, travel restrictions and quarantines;
|
•
|
the effect of the outbreak on our customers, suppliers, supply chain and other business partners;
|
•
|
our ability during the outbreak to provide our products and services, including the health and well-being of our employees;
|
•
|
business disruptions caused by actual or potential plant, workplace and office closures, and an increased reliance on employees working from home, disruptions to or delays in ongoing laboratory and product testing, experiments and operations, staffing shortages, travel limitations, cyber security and data accessibility, or communication or mass transit disruptions, any of which could adversely impact our business operations or delay necessary interactions with local regulators, manufacturing sites and other important agencies and contractors;
|
•
|
the ability of our customers to pay for our products and services during and following the outbreak;
|
•
|
the impact of the outbreak on the financial markets and economic activity generally;
|
•
|
our ability to access usual sources of liquidity on reasonable terms; and
|
•
|
our ability to comply with the financial covenant in our Credit Agreement if a material economic downturn results in increased indebtedness or substantially lower EBITDA.
|
Period
|
|
Total Number
of Shares
Purchased(1)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as Part of Publicly
Announced Program
|
|
Approximate Dollar
Value of Shares Remaining that may be Purchased Under the Program(2) |
||||||
|
|
(unaudited)
|
||||||||||||
January 1-31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,213,000,000
|
|
February 1-29, 2020
|
|
479,761
|
|
|
$
|
94.16
|
|
|
479,761
|
|
|
$
|
1,168,000,000
|
|
March 1-31, 2020
|
|
1,229,670
|
|
|
$
|
85.41
|
|
|
1,229,670
|
|
|
$
|
1,063,000,000
|
|
Total
|
|
1,709,431
|
|
|
|
|
1,709,431
|
|
|
|
(1)
|
May include shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock.
|
(2)
|
As of March 31, 2020, our Board of Directors has authorized the repurchase of $5.4 billion of our Common Stock since February 2008.
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
3.1
|
|
|
|
|
|
3.1(a)
|
|
|
|
|
|
3.1(b)
|
|
|
|
|
|
3.1(c)
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*‡
|
|
|
|
|
|
10.2*‡
|
|
|
|
|
|
10.3*‡
|
|
|
|
|
|
10.4*‡
|
|
|
|
|
|
10.5*‡
|
|
|
|
|
|
10.6*‡
|
|
|
|
|
|
10.7*‡
|
|
|
|
|
|
10.8*‡
|
|
|
|
|
|
10.9*‡
|
|
|
|
|
|
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.
|
|
|
|
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 has been formatted in Inline XBRL.
|
*
|
Filed herewith.
|
‡
|
Indicates a management contract or compensatory plan or arrangement.
|
(1)
|
The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ LORI J. RYERKERK
|
|
|
|
|
Lori J. Ryerkerk
|
|
|
|
|
Chairman of the Board of Directors,
|
|
|
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
Date:
|
April 28, 2020
|
|
|
By:
|
/s/ SCOTT A. RICHARDSON
|
|
|
|
|
Scott A. Richardson
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 28, 2020
|
1.
|
Section 1.12 of the Plan is hereby deleted and replaced with the following:
|
(i)
|
Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
|
(ii)
|
Individuals who, as of the effective date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or
|
(iii)
|
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
|
(iv)
|
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
|
|
CELANESE CORPORATION DEFERRED
COMPENSATION PLAN COMMITTEE
|
||||
|
|
||||
|
For the Committee
|
||||
|
|
||||
|
By:
|
/s/ Jose Motta
|
|
||
|
|
Jose Motta, Chair
|
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
/s/ Lori J. Ryerkerk
|
|
|
|
By:
|
Lori J. Ryerkerk
|
||
|
|
Chief Executive Officer
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
/s/ Lori J. Ryerkerk
|
|
|
|
By:
|
Lori J. Ryerkerk
|
||
|
|
Chief Executive Officer and President
|
|
|
* Note: The provisions that relate to Relative TSR shall apply to certain of the Company’s Executive Officers and such other Participants as the Committee shall determine. Other Participants shall have the same Performance RSU without the Relative TSR feature. Definitions germane only to the Relative TSR feature will be removed from the award agreement for such Participants.
|
|
Result
|
Goal Achievement for Performance Period1
|
Performance Adjustment Percentage2
|
|
Below Threshold
|
Less than $xx.xx
|
0%
|
Adjusted EPS
|
Threshold
|
$xx.xx
|
50%
|
(70% weighting)
|
Target
|
$xx.xx
|
100%
|
|
Superior
|
$ xx.xx or more
|
200%
|
|
|
|
Result
|
Goal Achievement for Performance Period2
|
Performance Adjustment Percentage
|
|
Below Threshold
|
Less than xx.x%
|
0%
|
ROCE
|
Threshold
|
xx.x%
|
50%
|
(30% weighting)
|
Target
|
xx.x% - xx.x%
|
100%
|
|
Superior
|
xx.0% or more
|
200%
|
|
|
|
|
|
|
|
|
1
|
Utilize modified vesting schedule for persons that are Retirement eligible during the 3-year vesting cycle so that vesting events can also be FICA processing dates.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
|
/s/ Lori J. Ryerkerk
|
|
|
|
By:
|
Lori J. Ryerkerk
|
||
|
|
Chief Executive Officer and President
|
|
|
Page
|
|
Executive Severance Benefits Plan Overview
|
1
|
|
Who is Eligible
|
1
|
|
Covered Severance Events
|
1
|
|
How the Plan Works
|
2
|
|
Severance Payment
|
2
|
|
Continuation of Health Benefits
|
3
|
|
Outplacement Services
|
3
|
|
Conditions
|
3
|
|
Employees Rehired After Receiving Benefits
|
3
|
|
When Coverage Ends
|
3
|
|
Claims and Appeals Process
|
4
|
|
Celanese Americas Benefits Committee
|
5
|
|
Ability to Amend or Terminate the Plan
|
5
|
}
|
The specific reasons for the adverse determination;
|
}
|
A specific reference to the pertinent Plan provisions on which the adverse determination is based;
|
}
|
A description of any additional information necessary for you to perfect the claim and an explanation of why such information is necessary. In the case of a notification of an appealed claim, the notice will also
|
}
|
A description of the Plan’s review procedures (or, in the case of a notification of an appealed claim, a description of any voluntary appeal procedures) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502 of ERISA following an adverse decision by the Plan Administrator.
|
|
þ
|
|
I accept the above described offer of employment with Celanese and understand that my employment status will be considered at-will and may be terminated at any time for any reason. Upon acceptance of this offer, I agree to keep the terms and conditions of this agreement confidential.
|
|||
|
|
|
|||
o
|
|
I decline your offer of employment.
|
Signature:
|
/s/ Lori Ryerkerk
|
|
Date:
|
February 5, 2020
|
|
Ms. Lori Ryerkerk
|
|
|
|
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.
|
|
|
Celanese Corporation:
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EXECUTIVE:
|
|
Celanese Corporation:
|
||
|
|
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By:
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By:
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<<NAME>>
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Employee ID: <<Personnel Number>>
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Date:
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Date:
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1.
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Last Day of Employment (Separation Date). The last day of employment with the Company is [Insert Date] (the “Separation Date”).
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2.
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Consideration. In consideration for signing this Release and compliance with the promises made herein, Company and Executive agree:
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3.
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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.
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4.
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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.
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5.
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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:
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•
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Title VII of the Civil Rights Act of 1964;
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The Civil Rights Act of 1991;
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Sections 1981 through 1988 of Title 42 of the United States Code;
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The Employee Retirement Income Security Act of 1974;
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The Immigration Reform and Control Act;
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The Family and Medical Leave Act;
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The Americans with Disabilities Act of 1990;
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The Age Discrimination in Employment Act of 1967;
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The Workers Adjustment and Retraining Notification Act;
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The Occupational Safety and Health Act;
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The Sarbanes-Oxley Act of 2002;
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The Texas Commission on Human Rights Act;
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The Texas Minimum Wage Law;
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Equal Pay Law for Texas; and
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The Vocational Rehabilitation Act.
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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Neutral Reference. If contacted by another organization, the Company will only provide dates of employment and position.
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10.
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Non-Disparagement. Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers 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.
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11.
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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
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12.
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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.
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13.
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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.
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14.
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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.
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15.
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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.
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16.
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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.
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17.
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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.
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Celanese Corporation:
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By:
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By:
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Date:
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Date:
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1.
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Section 2.6 of the Plan is hereby deleted and replaced with the following:
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a)
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Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (c) of this definition; or
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b)
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Individuals who, as of the effective date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
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c)
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Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
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d)
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Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
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CELANESE AMERICAS SUPPLEMENTAL RETIREMENT SAVINGS PLAN BENEFITS COMMITTEE
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For the Committee
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By:
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/s/ Jose Motta
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Name:
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Jose Motta
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Title:
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Chair, Employee Benefits Committee
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/s/ LORI J. RYERKERK
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Lori J. Ryerkerk
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Chairman of the Board of Directors,
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Chief Executive Officer and President
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April 28, 2020
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/s/ SCOTT A. RICHARDSON
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Scott A. Richardson
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Executive Vice President and
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Chief Financial Officer
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April 28, 2020
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/s/ LORI J. RYERKERK
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Lori J. Ryerkerk
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Chairman of the Board of Directors,
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Chief Executive Officer and President
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April 28, 2020
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/s/ SCOTT A. RICHARDSON
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Scott A. Richardson
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Executive Vice President and
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Chief Financial Officer
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April 28, 2020
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