0000950123-10-096156 8-K 2 20101026 7.01 9.01 20101026 20101026 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 101142705 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 d77074e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2010 CELANESE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure. On September 15, 2010, Celanese US Holdings LLC (the “Issuer”), a wholly-owned subsidiary of Celanese Corporation (the “Parent Guarantor”), issued $600 million of senior notes due 2018 (the “Notes”) pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are guaranteed by the Parent Guarantor and substantially all of its US subsidiaries (the “Subsidiary Guarantors”). Under the indenture, dated September 24, 2010, between the Issuer and Wells Fargo Bank, N.A. as trustee (the “Indenture”), the Issuer is required to provide to the Securities and Exchange Commission (“SEC”) certain financial information described in Rule 3-10 of Regulation S-X promulgated under the Securities Act. In connection with this reporting requirement, the consolidating financial statements for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and the non-guarantors are being furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”) and are incorporated herein by reference in their entirety. The information in this Item 7.01 of this Form 8-K should be read in conjunction with the Parent Guarantor’s Quarterly Report on Form 10-Q filed with the SEC on October 26, 2010. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Consolidated Financial Statements for Parent Guarantor* * In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Celanese Corporation By: /s/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: October 26, 2010 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Consolidated Financial Statements for Parent Guarantor* * In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. EX-99.1 2 d77074exv99w1.htm EX-99.1 Exhibit 99.1 Consolidating Guarantor Financial Information On September 24, 2010, the Company completed the issuance of senior unsecured notes (the “Notes”) by Celanese US (the “Issuer”). The Notes are guaranteed by Celanese Corporation (the “Parent Guarantor”) and substantially all of its US subsidiaries (the “Subsidiary Guarantors”). The consolidating financial statements for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and the non-guarantors are as follows: CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, 2010 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net sales — — 600 1,164 (258 ) 1,506 Cost of sales — — (416 ) (989 ) 245 (1,160 ) Gross profit — — 184 175 (13 ) 346 Selling, general and administrative expenses — — (38 ) (85 ) — (123 ) Amortization of intangible assets — — (4 ) (11 ) — (15 ) Research and development expenses — — (13 ) (6 ) — (19 ) Other (charges) gains, net — — 41 (5 ) — 36 Foreign exchange gain (loss), net — — — (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — (1 ) (2 ) — (3 ) Operating profit — — 169 65 (13 ) 221 Equity in net earnings (loss) of affiliates 153 194 43 28 (381 ) 37 Interest expense — (41 ) (10 ) (11 ) 14 (48 ) Interest income — 5 8 1 (14 ) — Refinancing expense — (16 ) — — — (16 ) Dividend income — cost investments — — — 1 — 1 Other income (expense), net — — — (4 ) — (4 ) Earnings (loss) from continuing operations before tax 153 142 210 80 (394 ) 191 Income tax (provision) benefit (1 ) 11 (37 ) (23 ) 6 (44 ) Earnings (loss) from continuing operations 152 153 173 57 (388 ) 147 Earnings (loss) from operation of discontinued operations — — (1 ) (2 ) — (3 ) Gain (loss) on disposal of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — — 1 — 1 Earnings (loss) from discontinued operations — — (1 ) (1 ) — (2 ) Net earnings (loss) 152 153 172 56 (388 ) 145 Net (earnings) loss attributable to noncontrolling interests — — — — — — Net earnings (loss) attributable to Celanese Corporation 152 153 172 56 (388 ) 145 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2010 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,703 3,401 (693 ) 4,411 Cost of sales — — (1,281 ) (2,958 ) 695 (3,544 ) Gross profit — — 422 443 2 867 Selling, general and administrative expenses — — (126 ) (243 ) — (369 ) Amortization of intangible assets — — (10 ) (35 ) — (45 ) Research and development expenses — — (35 ) (21 ) — (56 ) Other (charges) gains, net — — 51 (98 ) — (47 ) Foreign exchange gain (loss), net — — — 1 — 1 Gain (loss) on disposition of businesses and assets, net — — (1 ) 13 — 12 Operating profit — — 301 60 2 363 Equity in net earnings (loss) of affiliates 297 392 109 97 (764 ) 131 Interest expense — (121 ) (29 ) (34 ) 38 (146 ) Interest income — 16 21 4 (39 ) 2 Refinancing expense — (16 ) — — — (16 ) Dividend income — cost investments — — — 73 — 73 Other income (expense), net — — (1 ) 2 — 1 Earnings (loss) from continuing operations before tax 297 271 401 202 (763 ) 408 Income tax (provision) benefit (1 ) 26 (82 ) (50 ) 22 (85 ) Earnings (loss) from continuing operations 296 297 319 152 (741 ) 323 Earnings (loss) from operation of discontinued operations — — (6 ) (2 ) — (8 ) Gain (loss) on disposal of discontinued operations — — 2 — — 2 Income tax (provision) benefit from discontinued operations — — 1 1 — 2 Earnings (loss) from discontinued operations — — (3 ) (1 ) — (4 ) Net earnings (loss) 296 297 316 151 (741 ) 319 Net (earnings) loss attributable to noncontrolling interests — — — — — — Net earnings (loss) attributable to Celanese Corporation 296 297 316 151 (741 ) 319 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, 2009 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net sales — — 513 1,021 (230 ) 1,304 Cost of sales — — (363 ) (907 ) 232 (1,038 ) Gross profit — — 150 114 2 266 Selling, general and administrative expenses — — (46 ) (64 ) — (110 ) Amortization of intangible assets — — (2 ) (18 ) — (20 ) Research and development expenses — — (10 ) (8 ) — (18 ) Other (charges) gains, net — — (1 ) (95 ) — (96 ) Foreign exchange gain (loss), net — — — (2 ) — (2 ) Gain (loss) on disposition of businesses and assets, net — — 18 25 2 45 Operating profit — — 109 (48 ) 4 65 Equity in net earnings (loss) of affiliates 379 355 21 29 (748 ) 36 Interest expense — (43 ) (10 ) (11 ) 13 (51 ) Interest income — 6 7 2 (13 ) 2 Refinancing expense — — — — — — Dividend income — cost investments — — — 1 — 1 Other income (expense), net — 1 (1 ) (5 ) — (5 ) Earnings (loss) from continuing operations before tax 379 319 126 (32 ) (744 ) 48 Income tax (provision) benefit 15 60 296 (20 ) (1 ) 350 Earnings (loss) from continuing operations 394 379 422 (52 ) (745 ) 398 Earnings (loss) from operation of discontinued operations — — — — — — Gain (loss) on disposal of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — — — — — Earnings (loss) from discontinued operations — — — — — — Net earnings (loss) 394 379 422 (52 ) (745 ) 398 Net (earnings) loss attributable to noncontrolling interests — — — — — — Net earnings (loss) attributable to Celanese Corporation 394 379 422 (52 ) (745 ) 398 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2009 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net sales — — 1,507 2,892 (705 ) 3,694 Cost of sales — — (1,081 ) (2,604 ) 705 (2,980 ) Gross profit — — 426 288 — 714 Selling, general and administrative expenses — — (139 ) (199 ) — (338 ) Amortization of intangible assets — — (8 ) (50 ) — (58 ) Research and development expenses — — (33 ) (23 ) — (56 ) Other (charges) gains, net — — (4 ) (119 ) — (123 ) Foreign exchange gain (loss), net — — — 1 — 1 Gain (loss) on disposition of businesses and assets, net — — 7 25 9 41 Operating profit — — 249 (77 ) 9 181 Equity in net earnings (loss) of affiliates 469 510 63 60 (1,025 ) 77 Interest expense — (128 ) (34 ) (35 ) 41 (156 ) Interest income — 19 21 9 (42 ) 7 Refinancing expense — — — — — — Dividend income — cost investments — — 38 19 — 57 Other income (expense), net — 4 (2 ) (4 ) — (2 ) Earnings (loss) from continuing operations before tax 469 405 335 (28 ) (1,017 ) 164 Income tax (provision) benefit 15 64 276 (26 ) (1 ) 328 Earnings (loss) from continuing operations 484 469 611 (54 ) (1,018 ) 492 Earnings (loss) from operation of discontinued operations — — — — — — Gain (loss) on disposal of discontinued operations — — — — — — Income tax (provision) benefit from discontinued operations — — — — — — Earnings (loss) from discontinued operations — — — — — — Net earnings (loss) 484 469 611 (54 ) (1,018 ) 492 Net (earnings) loss attributable to noncontrolling interests — — — — — — Net earnings (loss) attributable to Celanese Corporation 484 469 611 (54 ) (1,018 ) 492 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of September 30, 2010 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) ASSETS Current assets Cash and cash equivalents 3 — 255 626 — 884 Trade receivables — third party and affiliates — — 255 743 (101 ) 897 Non-trade receivables — 544 653 386 (1,319 ) 264 Inventories — — 163 460 (45 ) 578 Deferred income taxes — — 33 10 (1 ) 42 Marketable securities, at fair value — — 1 1 — 2 Assets held for sale — — 9 — — 9 Other assets — 57 30 68 (64 ) 91 Total current assets 3 601 1,399 2,294 (1,530 ) 2,767 Investments in affiliates 908 3,704 1,360 518 (5,673 ) 817 Property, plant and equipment, net — — 623 2,261 — 2,884 Deferred income taxes 12 36 380 71 — 499 Marketable securities, at fair value — — 79 — — 79 Other assets — 76 121 516 (421 ) 292 Goodwill — — 298 487 — 785 Intangible assets, net — — 83 188 — 271 Total assets 923 4,417 4,343 6,335 (7,624 ) 8,394 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings and current installments of long-term debt — third party and affiliates — 1,191 17 224 (1,171 ) 261 Trade payables — third party and affiliates — 2 232 507 (101 ) 640 Other liabilities — 76 225 524 (236 ) 589 Deferred income taxes — — (6 ) 39 — 33 Income taxes payable 3 (323 ) 323 120 (9 ) 114 Total current liabilities 3 946 791 1,414 (1,517 ) 1,637 Long-term debt — 2,510 561 354 (415 ) 3,010 Deferred income taxes — — — 132 — 132 Uncertain tax positions 3 17 36 210 — 266 Benefit obligations — — 1,148 109 — 1,257 Other liabilities — 36 146 1,009 (16 ) 1,175 Total Celanese Corporation shareholders’ equity 917 908 1,661 3,107 (5,676 ) 917 Noncontrolling interests — — — — — — Total shareholders’ equity 917 908 1,661 3,107 (5,676 ) 917 Total liabilities and shareholders’ equity 923 4,417 4,343 6,335 (7,624 ) 8,394 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2009 Parent Subsidiary Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) ASSETS Current assets Cash and cash equivalents 5 — 520 729 — 1,254 Trade receivables — third party and affiliates — — 274 602 (155 ) 721 Non-trade receivables — 13 774 335 (860 ) 262 Inventories — — 148 415 (41 ) 522 Deferred income taxes — — 32 11 (1 ) 42 Marketable securities, at fair value — — 2 1 — 3 Assets held for sale — — — 2 — 2 Other assets — 12 25 59 (46 ) 50 Total current assets 5 25 1,775 2,154 (1,103 ) 2,856 Investments in affiliates 574 3,282 1,316 465 (4,845 ) 792 Property, plant and equipment, net — — 634 2,163 — 2,797 Deferred income taxes 12 40 375 57 — 484 Marketable securities, at fair value — — 80 — — 80 Other assets — 614 133 533 (969 ) 311 Goodwill — — 284 514 — 798 Intangible assets, net — — 60 234 — 294 Total assets 591 3,961 4,657 6,120 (6,917 ) 8,412 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings and current installments of long-term debt — third party and affiliates — 768 16 197 (739 ) 242 Trade payables — third party and affiliates — — 261 543 (155 ) 649 Other liabilities — 98 209 465 (161 ) 611 Deferred income taxes — — (6 ) 39 — 33 Income taxes payable 3 (297 ) 284 86 (4 ) 72 Total current liabilities 3 569 764 1,330 (1,059 ) 1,607 Long-term debt — 2,756 1,109 358 (964 ) 3,259 Deferred income taxes — — — 137 — 137 Uncertain tax positions 2 18 19 190 — 229 Benefit obligations — — 1,167 121 — 1,288 Other liabilities — 44 176 1,105 (19 ) 1,306 Total Celanese Corporation shareholders’ equity 586 574 1,422 2,879 (4,875 ) 586 Noncontrolling interests — — — — — — Total shareholders’ equity 586 574 1,422 2,879 (4,875 ) 586 Total liabilities and shareholders’ equity 591 3,961 4,657 6,120 (6,917 ) 8,412 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2010 Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities 1 242 (140 ) 260 — 363 Investing activities from continuing operations Capital expenditures on property, plant and equipment — — (51 ) (71 ) — (122 ) Acquisitions, net of cash acquired — — (46 ) — — (46 ) Proceeds from sale of businesses and assets, net — — 1 21 — 22 Capital expenditures related to Ticona Kelsterbach plant relocation — — — (219 ) — (219 ) Other, net — — (6 ) (10 ) — (16 ) Net cash provided by (used in) investing activities — — (102 ) (279 ) — (381 ) Financing activities from continuing operations Short-term borrowings (repayments), net — — 2 (6 ) — (4 ) Proceeds from long-term debt — 604 33 — (37 ) 600 Repayments of long-term debt — (822 ) (5 ) (58 ) 37 (848 ) Refinancing costs — (24 ) — — — (24 ) Purchases of treasury stock, including related fees (41 ) — — — — (41 ) Dividends from subsidiary 53 — — — (53 ) — Dividends to parent — — (53 ) — 53 — Stock option exercises 8 — — — — 8 Series A common stock dividends (20 ) — — — — (20 ) Preferred stock dividends (3 ) — — — — (3 ) Net cash provided by (used in) financing activities (3 ) (242 ) (23 ) (64 ) — (332 ) Exchange rate effects on cash and cash equivalents — — — (20 ) (20 ) Net increase (decrease) in cash and cash equivalents (2 ) — (265 ) (103 ) — (370 ) Cash and cash equivalents at beginning of period 5 — 520 729 — 1,254 Cash and cash equivalents at end of period 3 — 255 626 — 884 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2009 Parent Non- Guarantor Issuer Guarantors Guarantors Eliminations Consolidated (In $ millions) Net cash provided by (used in) operating activities — 20 167 221 — 408 Investing activities from continuing operations Capital expenditures on property, plant and equipment — — (41 ) (89 ) — (130 ) Acquisitions, net of cash acquired — — — (1 ) — (1 ) Proceeds from sale of businesses and assets, net — — 131 37 — 168 Deferred proceeds on Ticona Kelsterbach plant relocation — — — 412 — 412 Capital expenditures related to Ticona Kelsterbach plant relocation — — — (248 ) — (248 ) Proceeds from sale of marketable securities — — — 15 — 15 Other, net — — 5 (30 ) — (25 ) Net cash provided by (used in) investing activities — — 95 96 — 191 Financing activities from continuing operations Short-term borrowings (repayments), net — — (8 ) 39 — 31 Proceeds from long-term debt — 4 — — (4 ) — Repayments of long-term debt — (21 ) (19 ) (20 ) 4 (56 ) Refinancing costs — (3 ) — — — (3 ) Dividends from subsidiary 24 — — — (24 ) — Dividends to parent — — (24 ) — 24 — Stock option exercises 1 — — — — 1 Series A common stock dividends (17 ) — — — — (17 ) Preferred stock dividends (8 ) — — — — (8 ) Net cash provided by (used in) financing activities — (20 ) (51 ) 19 — (52 ) Exchange rate effects on cash and cash equivalents — — — 70 — 70 Net increase (decrease) in cash and cash equivalents — — 211 406 — 617 Cash and cash equivalents at beginning of period — — 224 452 — 676 Cash and cash equivalents at end of period — — 435 858 — 1,293