Celanese CORP (Form: 8-K, Received: 10/26/2010 16:53:28)

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 jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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.

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