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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2012
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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98-0420726
(I.R.S. Employer
Identification No.)
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222 West Las Colinas Blvd., Suite 900N
Irving, TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Page
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Three Months Ended
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||||
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March 31,
|
||||
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2012
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2011
|
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(In $ millions, except share and per share data)
|
||||
Net sales
|
1,633
|
|
|
1,589
|
|
Cost of sales
|
(1,363
|
)
|
|
(1,238
|
)
|
Gross profit
|
270
|
|
|
351
|
|
Selling, general and administrative expenses
|
(134
|
)
|
|
(128
|
)
|
Amortization of intangible assets
|
(13
|
)
|
|
(16
|
)
|
Research and development expenses
|
(26
|
)
|
|
(23
|
)
|
Other (charges) gains, net
|
—
|
|
|
3
|
|
Foreign exchange gain (loss), net
|
1
|
|
|
1
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
Operating profit (loss)
|
98
|
|
|
188
|
|
Equity in net earnings (loss) of affiliates
|
51
|
|
|
43
|
|
Interest expense
|
(45
|
)
|
|
(55
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
Interest income
|
1
|
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
Other income (expense), net
|
2
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
107
|
|
|
180
|
|
Income tax (provision) benefit
|
76
|
|
|
(42
|
)
|
Earnings (loss) from continuing operations
|
183
|
|
|
138
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
6
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
(2
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
4
|
|
Net earnings (loss)
|
183
|
|
|
142
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
142
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
183
|
|
|
142
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
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Earnings (loss) from continuing operations
|
183
|
|
|
138
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
4
|
|
Net earnings (loss)
|
183
|
|
|
142
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
Continuing operations
|
1.17
|
|
|
0.88
|
|
Discontinued operations
|
—
|
|
|
0.03
|
|
Net earnings (loss) - basic
|
1.17
|
|
|
0.91
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
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Continuing operations
|
1.15
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|
|
0.87
|
|
Discontinued operations
|
—
|
|
|
0.03
|
|
Net earnings (loss) - diluted
|
1.15
|
|
|
0.90
|
|
Weighted average shares - basic
|
156,542,424
|
|
|
155,966,259
|
|
Weighted average shares - diluted
|
159,080,760
|
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|
158,666,687
|
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|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
183
|
|
|
142
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
Foreign currency translation
|
26
|
|
|
58
|
|
Unrealized gain (loss) on interest rate swaps
|
1
|
|
|
9
|
|
Pension and postretirement benefits
|
6
|
|
|
3
|
|
Total other comprehensive income (loss), net of tax
|
33
|
|
|
70
|
|
Total comprehensive income (loss), net of tax
|
216
|
|
|
212
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
216
|
|
|
212
|
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|
As of
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As of
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March 31, 2012
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December 31, 2011
|
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(In $ millions, except share data)
|
||||
ASSETS
|
|
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|
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Current assets
|
|
|
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Cash and cash equivalents
|
727
|
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|
682
|
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Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2012: $9; 2011: $9)
|
928
|
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|
871
|
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Non-trade receivables, net
|
207
|
|
|
235
|
|
Inventories
|
753
|
|
|
712
|
|
Deferred income taxes
|
104
|
|
|
104
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|
Marketable securities, at fair value
|
63
|
|
|
64
|
|
Other assets
|
35
|
|
|
35
|
|
Total current assets
|
2,817
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|
|
2,703
|
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Investments in affiliates
|
762
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|
824
|
|
Property, plant and equipment (net of accumulated depreciation - 2012: $1,375; 2011: $1,316)
|
3,329
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|
3,269
|
|
Deferred income taxes
|
562
|
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|
421
|
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Other assets
|
368
|
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|
344
|
|
Goodwill
|
783
|
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|
760
|
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Intangible assets, net
|
202
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|
197
|
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Total assets
|
8,823
|
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|
8,518
|
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LIABILITIES AND EQUITY
|
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Current liabilities
|
|
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|
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Short-term borrowings and current installments of long-term debt - third party and affiliates
|
155
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|
|
144
|
|
Trade payables - third party and affiliates
|
758
|
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|
673
|
|
Other liabilities
|
517
|
|
|
539
|
|
Deferred income taxes
|
19
|
|
|
17
|
|
Income taxes payable
|
22
|
|
|
12
|
|
Total current liabilities
|
1,471
|
|
|
1,385
|
|
Long-term debt
|
2,875
|
|
|
2,873
|
|
Deferred income taxes
|
138
|
|
|
92
|
|
Uncertain tax positions
|
176
|
|
|
182
|
|
Benefit obligations
|
1,435
|
|
|
1,492
|
|
Other liabilities
|
1,187
|
|
|
1,153
|
|
Commitments and contingencies
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2012: 179,741,924 issued and 156,375,729 outstanding; 2011: 179,385,105 issued and 156,463,811 outstanding)
|
—
|
|
|
—
|
|
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2012: 23,366,195 shares; 2011: 22,921,294 shares)
|
(880
|
)
|
|
(860
|
)
|
Additional paid-in capital
|
641
|
|
|
627
|
|
Retained earnings
|
2,597
|
|
|
2,424
|
|
Accumulated other comprehensive income (loss), net
|
(817
|
)
|
|
(850
|
)
|
Total Celanese Corporation stockholders’ equity
|
1,541
|
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
Total equity
|
1,541
|
|
|
1,341
|
|
Total liabilities and equity
|
8,823
|
|
|
8,518
|
|
|
Three Months Ended
|
||||
|
March 31, 2012
|
||||
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Shares
|
|
Amount
|
||
|
(In $ millions, except share data)
|
||||
Series A common stock
|
|
|
|
|
|
Balance as of the beginning of the period
|
156,463,811
|
|
|
—
|
|
Stock option exercises
|
341,655
|
|
|
—
|
|
Purchases of treasury stock
|
(444,901
|
)
|
|
—
|
|
Stock awards
|
15,164
|
|
|
—
|
|
Balance as of the end of the period
|
156,375,729
|
|
|
—
|
|
Treasury stock
|
|
|
|
|
|
Balance as of the beginning of the period
|
22,921,294
|
|
|
(860
|
)
|
Purchases of treasury stock, including related fees
|
444,901
|
|
|
(20
|
)
|
Balance as of the end of the period
|
23,366,195
|
|
|
(880
|
)
|
Additional paid-in capital
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
627
|
|
Stock-based compensation, net of tax
|
|
|
|
8
|
|
Stock option exercises, net of tax
|
|
|
|
6
|
|
Balance as of the end of the period
|
|
|
|
641
|
|
Retained earnings
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
2,424
|
|
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
183
|
|
Series A common stock dividends
|
|
|
|
(10
|
)
|
Balance as of the end of the period
|
|
|
|
2,597
|
|
Accumulated other comprehensive income (loss), net
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
(850
|
)
|
Other comprehensive income (loss)
|
|
|
|
33
|
|
Balance as of the end of the period
|
|
|
|
(817
|
)
|
Total Celanese Corporation stockholders’ equity
|
|
|
|
1,541
|
|
Noncontrolling interests
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
—
|
|
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
—
|
|
Balance as of the end of the period
|
|
|
|
—
|
|
Total equity
|
|
|
|
1,541
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Operating activities
|
|
|
|
|
|
Net earnings (loss)
|
183
|
|
|
142
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(4
|
)
|
|
(9
|
)
|
Depreciation, amortization and accretion
|
77
|
|
|
75
|
|
Deferred income taxes, net
|
(94
|
)
|
|
(2
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
Refinancing expense
|
—
|
|
|
—
|
|
Other, net
|
72
|
|
|
38
|
|
Operating cash provided by (used in) discontinued operations
|
—
|
|
|
(2
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(47
|
)
|
|
(108
|
)
|
Inventories
|
(32
|
)
|
|
(60
|
)
|
Other assets
|
19
|
|
|
(18
|
)
|
Trade payables - third party and affiliates
|
123
|
|
|
75
|
|
Other liabilities
|
(82
|
)
|
|
1
|
|
Net cash provided by (used in) operating activities
|
215
|
|
|
132
|
|
Investing activities
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(106
|
)
|
|
(77
|
)
|
Acquisitions, net of cash acquired
|
(23
|
)
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
4
|
|
Deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
(21
|
)
|
|
(54
|
)
|
Other, net
|
(5
|
)
|
|
(16
|
)
|
Net cash provided by (used in) investing activities
|
(155
|
)
|
|
(151
|
)
|
Financing activities
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
10
|
|
|
(5
|
)
|
Proceeds from long-term debt
|
—
|
|
|
11
|
|
Repayments of long-term debt
|
(8
|
)
|
|
(9
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(20
|
)
|
|
(3
|
)
|
Stock option exercises
|
7
|
|
|
5
|
|
Series A common stock dividends
|
(10
|
)
|
|
(8
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
(2
|
)
|
Net cash provided by (used in) financing activities
|
(21
|
)
|
|
(11
|
)
|
Exchange rate effects on cash and cash equivalents
|
6
|
|
|
12
|
|
Net increase (decrease) in cash and cash equivalents
|
45
|
|
|
(18
|
)
|
Cash and cash equivalents as of beginning of period
|
682
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
727
|
|
|
722
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||
|
|
(In $ millions)
|
||||||||||
Mutual funds
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
As of March 31, 2012
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual funds
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
As of December 31, 2011
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Finished goods
|
549
|
|
|
511
|
|
Work-in-process
|
36
|
|
|
38
|
|
Raw materials and supplies
|
168
|
|
|
163
|
|
Total
|
753
|
|
|
712
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Acquisitions (Note 3)
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Exchange rate changes
|
4
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|
15
|
|
As of March 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
298
|
|
|
250
|
|
|
43
|
|
|
192
|
|
|
783
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
298
|
|
|
250
|
|
|
43
|
|
|
192
|
|
|
783
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
32
|
|
|
513
|
|
|
27
|
|
|
22
|
|
|
594
|
|
|
Acquisitions (Note 3)
|
—
|
|
|
4
|
|
|
3
|
|
|
6
|
|
|
13
|
|
(1)
|
Exchange rate changes
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
As of March 31, 2012
|
32
|
|
|
530
|
|
|
30
|
|
|
28
|
|
|
620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2011
|
(13
|
)
|
|
(433
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(478
|
)
|
|
Amortization
|
(1
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
Exchange rate changes
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
As of March 31, 2012
|
(14
|
)
|
|
(454
|
)
|
|
(15
|
)
|
|
(20
|
)
|
|
(503
|
)
|
|
Net book value
|
18
|
|
|
76
|
|
|
15
|
|
|
8
|
|
|
117
|
|
|
(1)
|
Weighted average amortization period of intangible assets acquired was
6
years.
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Salaries and benefits
|
75
|
|
|
101
|
|
Environmental (Note 11)
|
20
|
|
|
25
|
|
Restructuring (Note 13)
|
41
|
|
|
44
|
|
Insurance
|
17
|
|
|
19
|
|
Asset retirement obligations
|
27
|
|
|
22
|
|
Derivatives (Note 15)
|
23
|
|
|
26
|
|
Current portion of benefit obligations
|
47
|
|
|
47
|
|
Interest
|
43
|
|
|
25
|
|
Sales and use tax/foreign withholding tax payable
|
18
|
|
|
16
|
|
Uncertain tax positions
|
73
|
|
|
70
|
|
Other
|
133
|
|
|
144
|
|
Total
|
517
|
|
|
539
|
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Environmental (Note 11)
|
76
|
|
|
71
|
|
Insurance
|
67
|
|
|
64
|
|
Deferred revenue
|
39
|
|
|
40
|
|
Deferred proceeds
(1)
|
920
|
|
|
892
|
|
Asset retirement obligations
|
38
|
|
|
42
|
|
Derivatives (Note 15)
|
9
|
|
|
13
|
|
Income taxes payable
|
3
|
|
|
2
|
|
Other
|
35
|
|
|
29
|
|
Total
|
1,187
|
|
|
1,153
|
|
(1)
|
Primarily relates to proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to relocate its Kelsterbach, Germany Ticona operations, included in the Advanced Engineered Materials segment, to a new site (Note 20). Such proceeds will be deferred until the transfer of title to the Frankfurt, Germany Airport.
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
|
|
|
||
Current installments of long-term debt
|
39
|
|
|
38
|
|
Short-term borrowings, including amounts due to affiliates
|
116
|
|
|
106
|
|
Total
|
155
|
|
|
144
|
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Long-term debt
|
|
|
|
||
Senior credit facilities
|
|
|
|
||
Term C loan facility due 2016
|
1,391
|
|
|
1,386
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030
|
182
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
248
|
|
|
248
|
|
Other bank obligations, interest rates ranging from 6.3% to 6.7%, due at various dates through 2017
|
93
|
|
|
95
|
|
Subtotal
|
2,914
|
|
|
2,911
|
|
Current installments of long-term debt
|
(39
|
)
|
|
(38
|
)
|
Total
|
2,875
|
|
|
2,873
|
|
|
Estimated
Margin as of
|
|
Estimated Margin
|
|
Estimated Total Net
Leverage Ratio as of
|
||||
|
|
Decreases .25%
|
|
Increases .25%
|
|
||||
|
March 31, 2012
|
|
If the Estimated Total Net Leverage is:
|
|
March 31, 2012
|
||||
Credit-linked revolving facility
|
1.50
|
%
|
|
not applicable
|
|
> 2.25:1.00
|
|
1.56
|
|
Term C
|
2.75
|
%
|
|
< = 1.75:1.00
|
|
> 2.25:1.00
|
|
1.56
|
|
|
As of March 31, 2012
|
|
|
|||||
|
|
|
|
|
Estimate, if Fully
|
|
Borrowing
|
|
|
Maximum
|
|
Estimate
|
|
Drawn
|
|
Capacity
|
|
|
|
|
|
|
|
|
(In $ millions)
|
|
First lien senior secured leverage ratios
|
3.90 to 1.00
|
|
1.07 to 1.00
|
|
1.52 to 1.00
|
|
600
|
|
|
As of
|
|
|
March 31, 2012
|
|
|
(In $ millions)
|
|
Revolving credit facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-linked revolving facility
|
|
|
Letters of credit issued
|
74
|
|
Available for borrowing
|
154
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||
|
Three Months Ended March 31,
|
||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions)
|
||||||||||
Service cost
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Interest cost
|
43
|
|
|
46
|
|
|
3
|
|
|
4
|
|
Expected return on plan assets
|
(51
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
14
|
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Curtailment (gain) loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Total
|
13
|
|
|
9
|
|
|
3
|
|
|
3
|
|
|
As of
|
|
Expected for
|
||
|
March 31, 2012
|
|
2012
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
56
|
|
|
160
|
|
Benefit payments from nonqualified trusts related to nonqualified pension plans
|
4
|
|
|
15
|
|
Benefit payments to other postretirement benefit plans
|
7
|
|
|
25
|
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Demerger obligations (Note 17)
|
34
|
|
|
34
|
|
Divestiture obligations (Note 17)
|
23
|
|
|
24
|
|
Active sites
|
21
|
|
|
20
|
|
US Superfund sites
|
14
|
|
|
14
|
|
Other environmental remediation reserves
|
4
|
|
|
4
|
|
Total
|
96
|
|
|
96
|
|
Date of Board Authorization
|
As of
|
|
March 31, 2012
|
||
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
Total
|
629
|
|
|
Three Months Ended
|
|
Total From
February 2008 Through
|
||||||||
|
March 31,
|
|
|||||||||
|
2012
|
|
2011
|
|
March 31, 2012
|
||||||
Shares repurchased
|
444,901
|
|
|
69,400
|
|
|
12,527,709
|
|
|||
Average purchase price per share
|
$
|
46.34
|
|
|
$
|
43.42
|
|
|
$
|
38.07
|
|
Amount spent on repurchased shares (in millions)
|
$
|
20
|
|
|
$
|
3
|
|
|
$
|
476
|
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
||||||
|
(In $ millions)
|
||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
26
|
|
|
—
|
|
|
26
|
|
|
58
|
|
|
—
|
|
|
58
|
|
Unrealized gain (loss) on interest rate swaps
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
14
|
|
|
(5
|
)
|
|
9
|
|
Pension and postretirement benefits
|
12
|
|
|
(6
|
)
|
|
6
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
Total
|
40
|
|
|
(7
|
)
|
|
33
|
|
|
78
|
|
|
(8
|
)
|
|
70
|
|
|
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Unrealized
Gain (Loss)
on Interest
Rate Swaps
|
|
Pension and
Postretire-
ment
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
|
|
(In $ millions)
|
|||||||||||||
As of December 31, 2011
|
(1
|
)
|
|
(28
|
)
|
|
(57
|
)
|
|
(764
|
)
|
|
(850
|
)
|
||
Current period change
|
—
|
|
|
26
|
|
|
2
|
|
|
12
|
|
|
40
|
|
||
Income tax (provision) benefit
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|
(7
|
)
|
||
As of March 31, 2012
|
(1
|
)
|
|
(2
|
)
|
|
(56
|
)
|
|
(758
|
)
|
|
(817
|
)
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Employee termination benefits
|
—
|
|
|
(4
|
)
|
Ticona Kelsterbach plant relocation (Note 20)
|
—
|
|
|
(13
|
)
|
Commercial disputes
|
—
|
|
|
20
|
|
Total
|
—
|
|
|
3
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
8
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
42
|
|
Additions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Cash payments
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
As of March 31, 2012
|
7
|
|
|
20
|
|
|
—
|
|
|
4
|
|
|
9
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
7
|
|
|
20
|
|
|
—
|
|
|
5
|
|
|
9
|
|
|
41
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
Effective income tax rate
|
(71
|
)%
|
|
23
|
%
|
As of March 31, 2012
|
||||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
(1)
|
||
(In $ millions)
|
|
|
|
|
|
|
||
1,100
|
|
|
January 2, 2012
|
|
January 2, 2014
|
|
1.71
|
%
|
500
|
|
|
January 2, 2014
|
|
January 2, 2016
|
|
1.02
|
%
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(In $ millions)
|
||||
Total
|
888
|
|
|
896
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||||||||
|
March 31, 2012
|
|
March 31, 2011
|
|
||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
||||
|
(In $ millions)
|
|||||||||||
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
(1
|
)
|
(1)
|
(3
|
)
|
(2)
|
(1
|
)
|
(3)
|
(16
|
)
|
(2)
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
(4)
|
—
|
|
|
—
|
|
(4)
|
Foreign currency forwards and swaps
|
—
|
|
|
(10
|
)
|
(5)
|
—
|
|
|
(12
|
)
|
(5)
|
Total
|
(1
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(28
|
)
|
|
(1)
|
Amount excludes
$1 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the unaudited interim consolidated statements of operations.
|
(3)
|
Amount excludes
$1 million
of losses associated with the Company’s equity method investments’ derivative activity and
$5 million
of tax expense recognized in Other comprehensive income (loss).
|
(4)
|
Included in Interest expense in the unaudited interim consolidated statements of operations.
|
(5)
|
Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the unaudited interim consolidated statements of operations.
|
|
Fair Value Measurement Using
|
||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Total
|
||||
|
(In $ millions)
|
||||||||
Marketable securities, at fair value
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
63
|
|
|
—
|
|
|
63
|
|
|
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
|
|||
Interest rate swaps
|
—
|
|
|
3
|
|
|
3
|
|
(1)
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||
Foreign currency forwards and swaps
|
—
|
|
|
3
|
|
|
3
|
|
(2)
|
Total assets as of March 31, 2012
|
63
|
|
|
6
|
|
|
69
|
|
|
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
(3)
|
Interest rate swaps
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
(4)
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
(3)
|
Foreign currency forwards and swaps
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
(3)
|
Total liabilities as of March 31, 2012
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|
Marketable securities, at fair value
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
64
|
|
|
—
|
|
|
64
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
Foreign currency forwards and swaps
|
—
|
|
|
9
|
|
|
9
|
|
(2)
|
Total assets as of December 31, 2011
|
64
|
|
|
9
|
|
|
73
|
|
|
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
(3)
|
Interest rate swaps
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
(4)
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|||
Interest rate swaps
|
|
|
|
(2
|
)
|
|
(2
|
)
|
(3)
|
Foreign currency forwards and swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
(3)
|
Total liabilities as of December 31, 2011
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|
(1)
|
Included in noncurrent Other assets in the unaudited consolidated balance sheets.
|
(2)
|
Included in current Other assets in the unaudited consolidated balance sheets.
|
(3)
|
Included in current Other liabilities in the unaudited consolidated balance sheets.
|
(4)
|
Included in noncurrent Other liabilities in the unaudited consolidated balance sheets.
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
|
(In $ millions)
|
|||||||||||||||||||||||
|
Three Months Ended March 31, 2012
|
|||||||||||||||||||||||
Net sales
|
317
|
|
|
|
264
|
|
(1)
|
|
309
|
|
|
852
|
|
(1)
|
|
—
|
|
|
(109
|
)
|
|
1,633
|
|
|
Other (charges) gains, net
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Equity in net earnings (loss) of affiliates
|
43
|
|
|
|
1
|
|
|
|
—
|
|
|
1
|
|
|
|
6
|
|
|
—
|
|
|
51
|
|
|
Earnings (loss) from continuing operations before tax
|
64
|
|
|
|
40
|
|
|
|
19
|
|
|
61
|
|
|
|
(77
|
)
|
|
—
|
|
|
107
|
|
|
Depreciation and amortization
|
27
|
|
|
|
9
|
|
|
|
15
|
|
|
20
|
|
|
|
3
|
|
|
—
|
|
|
74
|
|
|
Capital expenditures
|
7
|
|
|
|
16
|
|
|
|
8
|
|
|
31
|
|
|
|
8
|
|
|
—
|
|
|
70
|
|
(2)
|
|
As of March 31, 2012
|
|||||||||||||||||||||||
Goodwill and intangibles, net
|
391
|
|
|
|
280
|
|
|
|
74
|
|
|
240
|
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|
Total assets
|
2,786
|
|
|
|
1,198
|
|
|
|
968
|
|
|
2,153
|
|
|
|
1,718
|
|
|
—
|
|
|
8,823
|
|
|
|
Three Months Ended March 31, 2011
|
|||||||||||||||||||||||
Net sales
|
328
|
|
|
|
266
|
|
(1)
|
|
290
|
|
|
813
|
|
(1)
|
|
1
|
|
|
(109
|
)
|
|
1,589
|
|
|
Other (charges) gains, net
|
(13
|
)
|
|
|
(1
|
)
|
|
|
—
|
|
|
18
|
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
Equity in net earnings (loss) of affiliates
|
34
|
|
|
|
1
|
|
|
|
—
|
|
|
2
|
|
|
|
6
|
|
|
—
|
|
|
43
|
|
|
Earnings (loss) from continuing operations before tax
|
73
|
|
|
|
55
|
|
|
|
25
|
|
|
114
|
|
|
|
(87
|
)
|
|
—
|
|
|
180
|
|
|
Depreciation and amortization
|
21
|
|
|
|
12
|
|
|
|
10
|
|
|
25
|
|
|
|
4
|
|
|
—
|
|
|
72
|
|
|
Capital expenditures
|
17
|
|
|
|
13
|
|
|
|
12
|
|
|
15
|
|
|
|
2
|
|
|
—
|
|
|
59
|
|
(2)
|
|
As of December 31, 2011
|
|||||||||||||||||||||||
Goodwill and intangibles, net
|
391
|
|
|
|
277
|
|
|
|
54
|
|
|
235
|
|
|
|
—
|
|
|
—
|
|
|
957
|
|
|
Total assets
|
2,787
|
|
|
|
1,154
|
|
|
|
901
|
|
|
2,035
|
|
|
|
1,641
|
|
|
—
|
|
|
8,518
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$108 million
and
$1 million
, respectively, for the
three months ended
March 31, 2012
and
$108 million
and
$1 million
, respectively, for the
three months ended
March 31, 2011
.
|
(2)
|
Excludes expenditures related to the relocation of the Company’s Ticona plant in Kelsterbach (Note 20) and includes a decrease in accrued capital expenditures of
$36 million
and
$18 million
for the
three months ended
March 31, 2012
and
2011
, respectively.
|
|
Three Months Ended March 31,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||
|
(In $ millions, except share and per share data)
|
||||||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
183
|
|
|
183
|
|
|
138
|
|
|
138
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Net earnings (loss)
|
183
|
|
|
183
|
|
|
142
|
|
|
142
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
183
|
|
|
183
|
|
|
142
|
|
|
142
|
|
Weighted-average shares - basic
|
156,542,424
|
|
|
156,542,424
|
|
|
155,966,259
|
|
|
155,966,259
|
|
Dilutive stock options
|
|
|
|
1,855,015
|
|
|
|
|
|
1,992,598
|
|
Dilutive restricted stock units
|
|
|
|
683,321
|
|
|
|
|
|
707,830
|
|
Assumed conversion of preferred stock
|
|
|
|
—
|
|
|
|
|
|
—
|
|
Weighted-average shares - diluted
|
|
|
159,080,760
|
|
|
|
|
158,666,687
|
|
||
Per share
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
1.17
|
|
|
1.15
|
|
|
0.88
|
|
|
0.87
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
0.03
|
|
|
0.03
|
|
Net earnings (loss)
|
1.17
|
|
|
1.15
|
|
|
0.91
|
|
|
0.90
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
Stock options
|
—
|
|
|
180,625
|
|
Restricted stock units
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
180,625
|
|
|
Three Months Ended
|
|
Total From
Inception Through
|
|||||
|
March 31,
|
|
||||||
|
2012
|
|
2011
|
|
March 31, 2012
|
|||
|
(In $ millions)
|
|||||||
Deferred proceeds
(1)
|
—
|
|
|
—
|
|
|
907
|
|
Costs expensed
|
—
|
|
|
13
|
|
|
106
|
|
Costs capitalized
(2)
|
13
|
|
|
49
|
|
|
1,105
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
—
|
|
|
8
|
|
(1)
|
Included in noncurrent Other liabilities in the unaudited consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$8 million
and
$5 million
for the
three months ended
March 31, 2012
and
2011
, respectively.
|
|
Three Months Ended March 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
640
|
|
|
1,249
|
|
|
(256
|
)
|
|
1,633
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
(1,148
|
)
|
|
267
|
|
|
(1,363
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
158
|
|
|
101
|
|
|
11
|
|
|
270
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(88
|
)
|
|
—
|
|
|
(134
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(8
|
)
|
|
—
|
|
|
(13
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(10
|
)
|
|
—
|
|
|
(26
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
92
|
|
|
(5
|
)
|
|
11
|
|
|
98
|
|
Equity in net earnings (loss) of affiliates
|
183
|
|
|
197
|
|
|
40
|
|
|
42
|
|
|
(411
|
)
|
|
51
|
|
Interest expense
|
—
|
|
|
(48
|
)
|
|
(11
|
)
|
|
(18
|
)
|
|
32
|
|
|
(45
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
15
|
|
|
16
|
|
|
2
|
|
|
(32
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from continuing operations before tax
|
183
|
|
|
165
|
|
|
137
|
|
|
22
|
|
|
(400
|
)
|
|
107
|
|
Income tax (provision) benefit
|
—
|
|
|
18
|
|
|
62
|
|
|
(1
|
)
|
|
(3
|
)
|
|
76
|
|
Earnings (loss) from continuing operations
|
183
|
|
|
183
|
|
|
199
|
|
|
21
|
|
|
(403
|
)
|
|
183
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
183
|
|
|
183
|
|
|
199
|
|
|
21
|
|
|
(403
|
)
|
|
183
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
183
|
|
|
199
|
|
|
21
|
|
|
(403
|
)
|
|
183
|
|
|
Three Months Ended March 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
615
|
|
|
1,231
|
|
|
(257
|
)
|
|
1,589
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
(1,051
|
)
|
|
249
|
|
|
(1,238
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
179
|
|
|
180
|
|
|
(8
|
)
|
|
351
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(89
|
)
|
|
—
|
|
|
(128
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(12
|
)
|
|
—
|
|
|
(16
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(10
|
)
|
|
—
|
|
|
(23
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
19
|
|
|
(16
|
)
|
|
—
|
|
|
3
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
142
|
|
|
54
|
|
|
(8
|
)
|
|
188
|
|
Equity in net earnings (loss) of affiliates
|
142
|
|
|
178
|
|
|
28
|
|
|
36
|
|
|
(341
|
)
|
|
43
|
|
Interest expense
|
—
|
|
|
(51
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|
18
|
|
|
(55
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
6
|
|
|
9
|
|
|
4
|
|
|
(18
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
Earnings (loss) from continuing operations before tax
|
142
|
|
|
135
|
|
|
167
|
|
|
85
|
|
|
(349
|
)
|
|
180
|
|
Income tax (provision) benefit
|
—
|
|
|
7
|
|
|
(44
|
)
|
|
(6
|
)
|
|
1
|
|
|
(42
|
)
|
Earnings (loss) from continuing operations
|
142
|
|
|
142
|
|
|
123
|
|
|
79
|
|
|
(348
|
)
|
|
138
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Net earnings (loss)
|
142
|
|
|
142
|
|
|
127
|
|
|
79
|
|
|
(348
|
)
|
|
142
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
142
|
|
|
142
|
|
|
127
|
|
|
79
|
|
|
(348
|
)
|
|
142
|
|
|
Three Months Ended March 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
183
|
|
|
183
|
|
|
199
|
|
|
21
|
|
|
(403
|
)
|
|
183
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
26
|
|
|
26
|
|
|
(11
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
26
|
|
Unrealized gain (loss) on interest rate swaps
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
6
|
|
|
6
|
|
|
6
|
|
|
(2
|
)
|
|
(10
|
)
|
|
6
|
|
Total other comprehensive income (loss), net of tax
|
33
|
|
|
33
|
|
|
(5
|
)
|
|
(8
|
)
|
|
(20
|
)
|
|
33
|
|
Total comprehensive income (loss), net of tax
|
216
|
|
|
216
|
|
|
194
|
|
|
13
|
|
|
(423
|
)
|
|
216
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
216
|
|
|
216
|
|
|
194
|
|
|
13
|
|
|
(423
|
)
|
|
216
|
|
|
Three Months Ended March 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
142
|
|
|
142
|
|
|
127
|
|
|
79
|
|
|
(348
|
)
|
|
142
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
58
|
|
|
58
|
|
|
(19
|
)
|
|
77
|
|
|
(116
|
)
|
|
58
|
|
Unrealized gain (loss) on interest rate swaps
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
9
|
|
Pension and postretirement benefits
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
Total other comprehensive income (loss), net of tax
|
70
|
|
|
70
|
|
|
(16
|
)
|
|
77
|
|
|
(131
|
)
|
|
70
|
|
Total comprehensive income (loss), net of tax
|
212
|
|
|
212
|
|
|
111
|
|
|
156
|
|
|
(479
|
)
|
|
212
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
212
|
|
|
212
|
|
|
111
|
|
|
156
|
|
|
(479
|
)
|
|
212
|
|
|
As of March 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
135
|
|
|
592
|
|
|
—
|
|
|
727
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
322
|
|
|
729
|
|
|
(123
|
)
|
|
928
|
|
Non-trade receivables, net
|
—
|
|
|
16
|
|
|
1,671
|
|
|
532
|
|
|
(2,012
|
)
|
|
207
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
205
|
|
|
602
|
|
|
(54
|
)
|
|
753
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
87
|
|
|
17
|
|
|
—
|
|
|
104
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
Other assets
|
—
|
|
|
4
|
|
|
14
|
|
|
34
|
|
|
(17
|
)
|
|
35
|
|
Total current assets
|
—
|
|
|
20
|
|
|
2,497
|
|
|
2,506
|
|
|
(2,206
|
)
|
|
2,817
|
|
Investments in affiliates
|
1,515
|
|
|
3,149
|
|
|
1,485
|
|
|
549
|
|
|
(5,936
|
)
|
|
762
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
756
|
|
|
2,573
|
|
|
—
|
|
|
3,329
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
524
|
|
|
21
|
|
|
—
|
|
|
562
|
|
Other assets
|
—
|
|
|
1,947
|
|
|
133
|
|
|
321
|
|
|
(2,033
|
)
|
|
368
|
|
Goodwill
|
—
|
|
|
—
|
|
|
306
|
|
|
477
|
|
|
—
|
|
|
783
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
79
|
|
|
123
|
|
|
—
|
|
|
202
|
|
Total assets
|
1,515
|
|
|
5,133
|
|
|
5,780
|
|
|
6,570
|
|
|
(10,175
|
)
|
|
8,823
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,526
|
|
|
180
|
|
|
137
|
|
|
(1,688
|
)
|
|
155
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
267
|
|
|
614
|
|
|
(123
|
)
|
|
758
|
|
Other liabilities
|
—
|
|
|
64
|
|
|
333
|
|
|
476
|
|
|
(356
|
)
|
|
517
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
19
|
|
|
—
|
|
|
19
|
|
Income taxes payable
|
(29
|
)
|
|
(376
|
)
|
|
415
|
|
|
14
|
|
|
(2
|
)
|
|
22
|
|
Total current liabilities
|
(29
|
)
|
|
1,230
|
|
|
1,179
|
|
|
1,260
|
|
|
(2,169
|
)
|
|
1,471
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,377
|
|
|
835
|
|
|
1,691
|
|
|
(2,028
|
)
|
|
2,875
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
42
|
|
|
96
|
|
|
—
|
|
|
138
|
|
Uncertain tax positions
|
3
|
|
|
1
|
|
|
32
|
|
|
140
|
|
|
—
|
|
|
176
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,285
|
|
|
150
|
|
|
—
|
|
|
1,435
|
|
Other liabilities
|
—
|
|
|
10
|
|
|
105
|
|
|
1,085
|
|
|
(13
|
)
|
|
1,187
|
|
Total noncurrent liabilities
|
3
|
|
|
2,388
|
|
|
2,299
|
|
|
3,162
|
|
|
(2,041
|
)
|
|
5,811
|
|
Total Celanese Corporation stockholders’ equity
|
1,541
|
|
|
1,515
|
|
|
2,302
|
|
|
2,148
|
|
|
(5,965
|
)
|
|
1,541
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,541
|
|
|
1,515
|
|
|
2,302
|
|
|
2,148
|
|
|
(5,965
|
)
|
|
1,541
|
|
Total liabilities and equity
|
1,515
|
|
|
5,133
|
|
|
5,780
|
|
|
6,570
|
|
|
(10,175
|
)
|
|
8,823
|
|
|
As of December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
297
|
|
|
694
|
|
|
(120
|
)
|
|
871
|
|
Non-trade receivables, net
|
—
|
|
|
10
|
|
|
1,651
|
|
|
562
|
|
|
(1,988
|
)
|
|
235
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
187
|
|
|
590
|
|
|
(65
|
)
|
|
712
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
87
|
|
|
17
|
|
|
—
|
|
|
104
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
Other assets
|
—
|
|
|
6
|
|
|
18
|
|
|
45
|
|
|
(34
|
)
|
|
35
|
|
Total current assets
|
—
|
|
|
16
|
|
|
2,437
|
|
|
2,457
|
|
|
(2,207
|
)
|
|
2,703
|
|
Investments in affiliates
|
1,315
|
|
|
2,978
|
|
|
1,530
|
|
|
535
|
|
|
(5,534
|
)
|
|
824
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
735
|
|
|
2,534
|
|
|
—
|
|
|
3,269
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
382
|
|
|
22
|
|
|
—
|
|
|
421
|
|
Other assets
|
—
|
|
|
1,903
|
|
|
132
|
|
|
296
|
|
|
(1,987
|
)
|
|
344
|
|
Goodwill
|
—
|
|
|
—
|
|
|
298
|
|
|
462
|
|
|
—
|
|
|
760
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
128
|
|
|
—
|
|
|
197
|
|
Total assets
|
1,315
|
|
|
4,914
|
|
|
5,583
|
|
|
6,434
|
|
|
(9,728
|
)
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,492
|
|
|
176
|
|
|
131
|
|
|
(1,655
|
)
|
|
144
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
258
|
|
|
535
|
|
|
(120
|
)
|
|
673
|
|
Other liabilities
|
—
|
|
|
63
|
|
|
353
|
|
|
506
|
|
|
(383
|
)
|
|
539
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
17
|
|
|
—
|
|
|
17
|
|
Income taxes payable
|
(29
|
)
|
|
(373
|
)
|
|
384
|
|
|
35
|
|
|
(5
|
)
|
|
12
|
|
Total current liabilities
|
(29
|
)
|
|
1,198
|
|
|
1,155
|
|
|
1,224
|
|
|
(2,163
|
)
|
|
1,385
|
|
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,372
|
|
|
834
|
|
|
1,650
|
|
|
(1,983
|
)
|
|
2,873
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
Uncertain tax positions
|
3
|
|
|
16
|
|
|
27
|
|
|
136
|
|
|
—
|
|
|
182
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,346
|
|
|
146
|
|
|
—
|
|
|
1,492
|
|
Other liabilities
|
—
|
|
|
13
|
|
|
99
|
|
|
1,055
|
|
|
(14
|
)
|
|
1,153
|
|
Total noncurrent liabilities
|
3
|
|
|
2,401
|
|
|
2,306
|
|
|
3,079
|
|
|
(1,997
|
)
|
|
5,792
|
|
Total Celanese Corporation stockholders’ equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Total liabilities and equity
|
1,315
|
|
|
4,914
|
|
|
5,583
|
|
|
6,434
|
|
|
(9,728
|
)
|
|
8,518
|
|
|
Three Months Ended March 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
—
|
|
|
109
|
|
|
106
|
|
|
—
|
|
|
215
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(52
|
)
|
|
—
|
|
|
(106
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(75
|
)
|
|
—
|
|
|
(155
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
10
|
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds and repayments from intercompany financing activities
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
Dividends from subsidiary
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
46
|
|
|
—
|
|
Contributions from parent to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
Series A common stock dividends
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
6
|
|
|
—
|
|
|
(21
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
2
|
|
|
43
|
|
|
—
|
|
|
45
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
135
|
|
|
592
|
|
|
—
|
|
|
727
|
|
|
Three Months Ended March 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
—
|
|
|
—
|
|
|
102
|
|
|
30
|
|
|
—
|
|
|
132
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(45
|
)
|
|
—
|
|
|
(77
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
Deferred proceeds from Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Ticona Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
|
—
|
|
|
(16
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(110
|
)
|
|
—
|
|
|
(151
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
(5
|
)
|
Proceeds from long term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Repayments of long-term debt
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds and repayments from intercompany financing activities
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Dividends from subsidiary
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
18
|
|
|
—
|
|
Contributions from parent to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Series A common stock dividends
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Net cash provided by (used in) financing activities
|
3
|
|
|
—
|
|
|
(22
|
)
|
|
8
|
|
|
—
|
|
|
(11
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Net increase (decrease) in cash and cash equivalents
|
3
|
|
|
—
|
|
|
39
|
|
|
(60
|
)
|
|
—
|
|
|
(18
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
3
|
|
|
—
|
|
|
167
|
|
|
552
|
|
|
—
|
|
|
722
|
|
•
|
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 and expansions;
|
•
|
the ability to reduce or maintain at their current levels production costs and improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction of facilities;
|
•
|
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 litigation, 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.
|
•
|
We completed the acquisition of certain assets from Ashland Inc., including two product lines, Vinac
®
and Flexbond
®
, which will support the strategic growth of our Emulsions business.
|
•
|
We received key government approvals necessary to proceed with previously announced plans to modify and enhance our existing integrated acetyl facility at the Nanjing Chemical Industrial Park in China to produce ethanol for industrial uses. Based upon continued advancements to our TCX
®
ethanol process technology, we now expect to have approximately 30 to 40 percent additional ethanol production capacity above the originally announced 200,000 tons with no increase in the capital investment for the modification and enhancement. The unit is expected to startup in mid-2013.
|
•
|
Moody's Investors Service and Standard & Poor's Ratings Services both upgraded its outlook for Celanese to "Positive" from "Stable." In raising our outlook, both agencies improved operating performance, debt reduction as well as its operational, geographical and product diversity.
|
•
|
We announced that our Board of Directors approved a
25%
increase in our quarterly Series A Common Stock cash dividend. The Board of Directors increased the quarterly dividend rate from
$0.06
to
$0.075
per share of Common Stock on a quarterly basis and
$0.24
to
$0.30
per share of Common Stock on an annual basis. The new dividend rate will be applicable to dividends payable beginning in
August 2012
.
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
Net sales
|
1,633
|
|
|
1,589
|
|
|
44
|
|
Gross profit
|
270
|
|
|
351
|
|
|
(81
|
)
|
Selling, general and administrative expenses
|
(134
|
)
|
|
(128
|
)
|
|
(6
|
)
|
Other (charges) gains, net
|
—
|
|
|
3
|
|
|
(3
|
)
|
Operating profit (loss)
|
98
|
|
|
188
|
|
|
(90
|
)
|
Equity in net earnings of affiliates
|
51
|
|
|
43
|
|
|
8
|
|
Interest expense
|
(45
|
)
|
|
(55
|
)
|
|
10
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
107
|
|
|
180
|
|
|
(73
|
)
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
183
|
|
|
138
|
|
|
45
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
4
|
|
|
(4
|
)
|
Net earnings (loss)
|
183
|
|
|
142
|
|
|
41
|
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
74
|
|
|
72
|
|
|
2
|
|
Earnings from continuing operations before tax as a percentage of net sales
|
6.6
|
%
|
|
11.3
|
%
|
|
(4.7
|
)%
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
727
|
|
|
682
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
155
|
|
|
144
|
|
Long-term debt
|
2,875
|
|
|
2,873
|
|
Total debt
|
3,030
|
|
|
3,017
|
|
|
As of
|
|
As of
|
||
|
March 31, 2012
|
|
December 31, 2011
|
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Trade receivables, net
|
928
|
|
|
871
|
|
Inventories
|
753
|
|
|
712
|
|
Trade payables - third party and affiliates
|
(758
|
)
|
|
(673
|
)
|
Trade working capital
|
923
|
|
|
910
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2012
|
|
2011
|
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Employee termination benefits
|
—
|
|
|
(4
|
)
|
Ticona Kelsterbach plant relocation
|
—
|
|
|
(13
|
)
|
Commercial disputes
|
—
|
|
|
20
|
|
Total
|
—
|
|
|
3
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
317
|
|
|
328
|
|
|
(11
|
)
|
Consumer Specialties
|
264
|
|
|
266
|
|
|
(2
|
)
|
Industrial Specialties
|
309
|
|
|
290
|
|
|
19
|
|
Acetyl Intermediates
|
852
|
|
|
813
|
|
|
39
|
|
Other Activities
|
—
|
|
|
1
|
|
|
(1
|
)
|
Inter-segment eliminations
|
(109
|
)
|
|
(109
|
)
|
|
—
|
|
Total
|
1,633
|
|
|
1,589
|
|
|
44
|
|
Other (charges) gains, net
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
—
|
|
|
(13
|
)
|
|
13
|
|
Consumer Specialties
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
Industrial Specialties
|
—
|
|
|
—
|
|
|
—
|
|
Acetyl Intermediates
|
—
|
|
|
18
|
|
|
(18
|
)
|
Other Activities
|
1
|
|
|
(1
|
)
|
|
2
|
|
Total
|
—
|
|
|
3
|
|
|
(3
|
)
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
21
|
|
|
38
|
|
|
(17
|
)
|
Consumer Specialties
|
39
|
|
|
54
|
|
|
(15
|
)
|
Industrial Specialties
|
19
|
|
|
25
|
|
|
(6
|
)
|
Acetyl Intermediates
|
60
|
|
|
112
|
|
|
(52
|
)
|
Other Activities
|
(41
|
)
|
|
(41
|
)
|
|
—
|
|
Total
|
98
|
|
|
188
|
|
|
(90
|
)
|
Earnings (loss) from continuing operations before tax
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
64
|
|
|
73
|
|
|
(9
|
)
|
Consumer Specialties
|
40
|
|
|
55
|
|
|
(15
|
)
|
Industrial Specialties
|
19
|
|
|
25
|
|
|
(6
|
)
|
Acetyl Intermediates
|
61
|
|
|
114
|
|
|
(53
|
)
|
Other Activities
|
(77
|
)
|
|
(87
|
)
|
|
10
|
|
Total
|
107
|
|
|
180
|
|
|
(73
|
)
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
27
|
|
|
21
|
|
|
6
|
|
Consumer Specialties
|
9
|
|
|
12
|
|
|
(3
|
)
|
Industrial Specialties
|
15
|
|
|
10
|
|
|
5
|
|
Acetyl Intermediates
|
20
|
|
|
25
|
|
|
(5
|
)
|
Other Activities
|
3
|
|
|
4
|
|
|
(1
|
)
|
Total
|
74
|
|
|
72
|
|
|
2
|
|
Operating margin
(1)
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
6.6
|
%
|
|
11.6
|
%
|
|
(5.0
|
)%
|
Consumer Specialties
|
14.8
|
%
|
|
20.3
|
%
|
|
(5.5
|
)%
|
Industrial Specialties
|
6.1
|
%
|
|
8.6
|
%
|
|
(2.5
|
)%
|
Acetyl Intermediates
|
7.0
|
%
|
|
13.8
|
%
|
|
(6.8
|
)%
|
Total
|
6.0
|
%
|
|
11.8
|
%
|
|
(5.8
|
)%
|
(1)
|
Defined as operating profit (loss) divided by net sales.
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
|||||
|
(unaudited)
|
|||||||||||||
|
(In percentages)
|
|||||||||||||
Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(5
|
)
|
|
3
|
|
|
(2
|
)
|
|
1
|
|
(1)
|
(3
|
)
|
Consumer Specialties
|
(8
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Industrial Specialties
|
5
|
|
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
7
|
|
Acetyl Intermediates
|
8
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
5
|
|
Total Company
|
3
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
Change
in $
|
|||||
|
2012
|
|
2011
|
|
||||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
317
|
|
|
328
|
|
|
(11
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(5
|
)
|
%
|
|
|
|
|
|
Price
|
3
|
|
%
|
|
|
|
|
|
Currency
|
(2
|
)
|
%
|
|
|
|
|
|
Other
|
1
|
|
%
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(13
|
)
|
|
13
|
|
Operating profit (loss)
|
21
|
|
|
38
|
|
|
(17
|
)
|
Operating margin
|
6.6
|
|
%
|
11.6
|
|
%
|
|
|
Equity in net earnings (loss) of affiliates
|
43
|
|
|
34
|
|
|
9
|
|
Earnings (loss) from continuing operations before tax
|
64
|
|
|
73
|
|
|
(9
|
)
|
Depreciation and amortization
|
27
|
|
|
21
|
|
|
6
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
Change
in $
|
|||||
|
2012
|
|
2011
|
|
||||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
264
|
|
|
266
|
|
|
(2
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(8
|
)
|
%
|
|
|
|
|
|
Price
|
7
|
|
%
|
|
|
|
|
|
Currency
|
—
|
|
%
|
|
|
|
|
|
Other
|
—
|
|
%
|
|
|
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
Operating profit (loss)
|
39
|
|
|
54
|
|
|
(15
|
)
|
Operating margin
|
14.8
|
|
%
|
20.3
|
|
%
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
1
|
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
1
|
|
|
(1
|
)
|
Earnings (loss) from continuing operations before tax
|
40
|
|
|
55
|
|
|
(15
|
)
|
Depreciation and amortization
|
9
|
|
|
12
|
|
|
(3
|
)
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
Change
|
|||||
|
2012
|
|
2011
|
|
in $
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
309
|
|
|
290
|
|
|
19
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
5
|
|
%
|
|
|
|
|
|
Price
|
4
|
|
%
|
|
|
|
|
|
Currency
|
(2
|
)
|
%
|
|
|
|
|
|
Other
|
—
|
|
%
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
19
|
|
|
25
|
|
|
(6
|
)
|
Operating margin
|
6.1
|
|
%
|
8.6
|
|
%
|
|
|
Earnings (loss) from continuing operations before tax
|
19
|
|
|
25
|
|
|
(6
|
)
|
Depreciation and amortization
|
15
|
|
|
10
|
|
|
5
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
Change
|
|||||
|
2012
|
|
2011
|
|
in $
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
852
|
|
|
813
|
|
|
39
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
8
|
|
%
|
|
|
|
|
|
Price
|
(2
|
)
|
%
|
|
|
|
|
|
Currency
|
(1
|
)
|
%
|
|
|
|
|
|
Other
|
—
|
|
%
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
18
|
|
|
(18
|
)
|
Operating profit (loss)
|
60
|
|
|
112
|
|
|
(52
|
)
|
Operating margin
|
7.0
|
|
%
|
13.8
|
|
%
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
2
|
|
|
(1
|
)
|
Earnings (loss) from continuing operations before tax
|
61
|
|
|
114
|
|
|
(53
|
)
|
Depreciation and amortization
|
20
|
|
|
25
|
|
|
(5
|
)
|
•
|
Net Cash Provided by Operating Activities
|
•
|
Net Cash Used in Investing Activities
|
•
|
Net Cash Used in Financing Activities
|
•
|
Senior Notes
|
•
|
Senior Credit Facilities
|
|
As of
|
|
|
March 31, 2012
|
|
|
(unaudited)
|
|
|
(In $ millions)
|
|
Revolving credit facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-linked revolving facility
|
|
|
Letters of credit issued
|
74
|
|
Available for borrowing
|
154
|
|
|
As of March 31, 2012
|
|
|||
|
Maximum
|
Estimate
|
Estimate, If Fully Drawn
|
Borrowing Capacity
|
|
|
(unaudited)
|
||||
|
|
|
|
(In $ millions)
|
|
First Lien Senior Secured Leverage Ratios
|
3.90 to 1.00
|
1.07 to 1.00
|
1.52 to 1.00
|
600
|
|
Date of Board Authorization
|
|
As of
|
|
|
March 31, 2012
|
||
(unaudited)
|
|
|
|
|
|
(In $ millions)
|
|
February 2008
|
|
400
|
|
October 2008
|
|
100
|
|
April 2011
|
|
129
|
|
Total
|
|
629
|
|
|
Three Months Ended
|
|
Total From
February 2008 Through
|
||||||||
|
March 31,
|
|
|||||||||
|
2012
|
|
2011
|
|
March 31, 2012
|
||||||
|
(unaudited)
|
||||||||||
Shares repurchased
|
444,901
|
|
|
69,400
|
|
|
12,527,709
|
|
|||
Average purchase price per share
|
$
|
46.34
|
|
|
$
|
43.42
|
|
|
$
|
38.07
|
|
Amount spent on repurchased shares (in millions)
|
$
|
20
|
|
|
$
|
3
|
|
|
$
|
476
|
|
Period
|
|
Total Number
of Shares Purchased |
|
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, 2012
|
|
391
|
|
(1)
|
$
|
48.13
|
|
|
—
|
|
|
$
|
172,400,000
|
|
February 1-29, 2012
|
|
207,600
|
|
|
$
|
48.15
|
|
|
207,600
|
|
|
$
|
162,400,000
|
|
March 1-31, 2012
|
|
237,301
|
|
|
$
|
44.75
|
|
|
237,301
|
|
|
$
|
151,800,000
|
|
Total
|
|
445,292
|
|
|
|
|
444,901
|
|
|
|
(1)
|
Relates to shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of our Common Stock as follows: February 2008, $400 million, October 2008, $100 million and April 2011, $129 million, for a total authorization of $629 million. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased, and the program does not have an expiration date.
|
3.1
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
3.2
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
|
10.1*‡
|
Agreement and Amendment, dated March 27, 2012, with David N. Weidman.
|
10.2‡
|
Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
By:
|
/s/ MARK C. ROHR
|
|
By:
|
/s/ STEVEN M. STERIN
|
1.
|
Last Day of Employment (“Departure Date”)
. Executive is retiring and the last day of employment with Celanese is:
April 2, 2012.
|
2.
|
Non-competition/Non-solicitation
.
Executive acknowledges and recognizes the highly competitive nature of the business of Employer. Without the express written permission of Employer, for a period of two (2
)
years following the Departure Date (the “Restricted Period”), Executive acknowledges and agrees that he/she will not: (i) directly or indirectly solicit sales of like products similar to those produced or sold by Employer; (ii) directly engage or become employed in a function with like responsibilities as at Employer with, or serve on the Board of Directors of, any business that competes with the business of Employer, or has a direct conflict of interest with Employer, including but not limited to: direct sales, marketing, or manufacturing, research and development or product development for a producer of products similar to those produced or licensed by Employer; or (iii) for a period of two (2) years from the Departure Date, directly or indirectly solicit or hire employees of Employer for employment. Provided however, that nothing in this provision shall restrict Executive from owning solely as an investment, publicly traded securities of any company which is engaged in the business of Employer, if Executive (i) is not a controlling person of, or a member of a group which controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities of any such company.
|
3.
|
Confidentiality
.
Executive agrees and recognizes that any knowledge or information of any type whatsoever of a confidential nature relating to the business of Employer or any of its subsidiaries, divisions or affiliates, including, without limitation, all types of trade secrets, client lists or information, Executive lists or information, information regarding product development, marketing plans, management organization, operating policies or manuals, performance results, business plans, financial records, or other financial, commercial, business or technical information (collectively, “Confidential Information”), must be protected as confidential, not copied, disclosed or used other than for the benefit of Employer at any time unless and until such knowledge or information is in the public domain through no wrongful act by Executive. Executive further agrees not to divulge to anyone (other than Employer or any persons employed or designated by Employer), publish or make use of any such Confidential Information without the prior written consent of Employer, except by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency.
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4.
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Future Cooperation after Departure Date
.
After departure,
Executive agrees to make reasonable efforts to assist Employer including but not limited to: assisting with transition duties, assisting with issues that arise after departure of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to responding to telephone calls, providing deposition testimony, attending hearings and testifying on behalf of Employer. Employer will reimburse Executive for reasonable time and expenses in connection with any future cooperation after the Departure Date. Time and expenses can include loss of pay or using vacation time at a future employer. Employer shall reimburse Executive within 30 days of remittance by Executive to Employer of such time and expenses incurred, but in no event later than the end of Executive's tax year following the tax year in which Executive incurs such time and expenses and the amount of expenses eligible for reimbursement hereunder during Executive's tax year will not affect the expenses eligible for reimbursement in any other tax year.
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5.
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Consideration
. Each separate installment under this Agreement and Amendment (this “Agreement”) shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Service Code. In
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a.
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Long Term Equity Awards
.
Employer will fulfill its obligations to Executive pursuant to the terms of the outstanding equity award agreements (the “Equity Agreements”). Employer and Executive agree that the specific equity awards for which Executive is eligible are set forth on
Exhibit A
. Employer further agrees that Executive's Equity Agreements are being amended as follows:
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i.
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Executive shall be entitled to receive a pro rata portion of all outstanding time-vesting and performance-vesting Restricted Stock Units (RSUs), determined by reference to the Departure Date, with the remaining portion being forfeited, and with such pro rata portion to vest and settle as of the original vesting dates, subject to any performance adjustments and hold requirements specified in such awards, and
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ii.
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Executive shall be entitled to receive a pro rata portion of all outstanding and unvested 2010 and 2011 stock option awards, and shall be entitled to exercise stock options under such Equity Agreements from the applicable vesting date through the stated award expiration date, subject to hold requirements specified in such awards. The terms of all remaining stock option awards are unaffected by this Agreement.
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b.
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Company Benefit Plans
.
Healthcare & dental coverage and all other normal company programs (e.g. life insurance, LTD, 401K contributions, etc.) will continue until the last day of the month in which Executive departs, according to their current health & dental plan elections.
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c.
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Pension & Retiree Health Care Plan
.
If Executive is eligible, Employer will fulfill its obligations according to the terms of the respective Plans.
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d.
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Voluntary Resignation
.
Executive agrees to voluntarily resign from Employer effective on the Departure Date. Effective as of the close of business on such Departure Date, Executive will resign from all positions he holds as a corporate officer of Employer and subsidiaries and Affiliates (including without limitation any positions as an officer, executive and/or director), and from all positions held on behalf of Employer (e.g., external board memberships, joint venture boards, internal committee positions).
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e.
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Return of Company Property
.
Executive will surrender to Employer on the Departure Date, all company materials, including, if applicable, but not limited to his/her company
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6.
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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 “5” above, except for the execution of this Agreement and the fulfillment of the promises contained herein.
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7.
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General Release of Claims
. Executive knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, Employer of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have against Employer as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:
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•
|
Title VII of the Civil Rights Act of 1964, as amended;
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•
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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, as amended;
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•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
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•
|
The Age Discrimination in Employment Act of 1967, as amended;
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•
|
The Workers Adjustment and Retraining Notification Act, as amended;
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•
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The Occupational Safety and Health Act, as amended;
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•
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The Wall Street Reform Act of 2010 (Dodd-Frank);
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•
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The Family Medical Leave Act of 1993;
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•
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The Sarbanes-Oxley Act of 2002;
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•
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The Texas Civil Rights Act, as amended;
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•
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The Texas Minimum Wage Law, as amended;
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•
|
Equal Pay Law for Texas, as amended;
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•
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Any other federal, state or local civil or human rights law, including but not limited to any other local, state or federal law, regulation or ordinance in Texas, or any law, regulation or ordinance of a foreign country, including but not limited to the People's Republic of China, Federal Republic of Germany and the United Kingdom;
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•
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Any public policy, contract, tort, or common law; or
|
•
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Any claim for costs, fees, or other expenses including attorneys' fees incurred in these matters.
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8.
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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 Employer in any forum or form. Provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”), or a charge or complaint under the Wall Street Reform Act of 2010 subject to the restriction, that if any such charge or complaint is filed, Executive agrees not to violate the confidentiality provisions of this Agreement and Executive further agrees and covenants that should he/she or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge or claim with the EEOC, the Securities and Exchange Commission (“SEC”), any other governmental body, civil action, suit or legal proceeding against Employer involving any matter occurring at any time in the past, Executive will not seek or accept any personal relief (including, but not limited to, monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding.
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9.
|
Governing Law and Interpretation
. This Agreement shall be governed and conformed in accordance with the laws of the state in which Executive was employed on the Departure Date without regard to its conflict of laws provision. In the event Executive or Employer breaches any provision of this Agreement, Executive and Employer affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Should any provision of this Agreement 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 Agreement in full force and effect.
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10.
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Nonadmission of Wrongdoing
. The parties agree that neither this Agreement nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Employer of any liability or unlawful conduct of any kind.
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11.
|
Non
-
Disparagement
.
Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, Employer, its reputation, its business, and/or its directors, officers, managers. Likewise Employer's senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, his/ her reputation and/or business.
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12.
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Injunctive Relief
.
Executive agrees and acknowledges that Employer will be irreparably harmed by any
|
13.
|
Review Period
. Executive is hereby advised that he/she has up to forty-five (45) calendar days to review this Agreement and to consult with an attorney prior to execution of this Agreement. Executive agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original forty-five (45) calendar day consideration period.
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14.
|
Revocation Period
. In the event that Executive elects to sign and return to Employer a copy of their Agreement, he/she has a period of seven (7) days (the “Revocation Period”) following the date of such return to revoke this Agreement, which revocation must be in writing and delivered to Employer within the Revocation Period. This Agreement will not be effective or enforceable until the expiration of the Revocation Period.
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15.
|
Amendment
. This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement.
|
16.
|
Entire Agreement
. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of Employer to 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 the decision to accept this Agreement, except for those set forth in this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long Term Incentive Award Claw Back Agreement executed by Executive shall remain in full force and effect, except as such Equity Agreements are modified and amended by this Agreement.
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17.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “5” ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST EMPLOYER.
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Celanese Corporation
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||
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|
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By:
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/s/ David N. Weidman
|
|
By:
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/s/ Jacquelyn H. Wolf
|
||
|
David N. Weidman
|
|
|
Jacquelyn H. Wolf, Senior Vice President
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||
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|
|
|
Date:
|
3/27/12
|
|
|
Date:
|
3/27/12
|
|
2009 Performance-Based RSU and Time Vested RSUs
|
|
|
|
Vesting Period
|
Target Award
|
Prorated Amount
|
Timing of Payment
|
2009 Performance RSU Award: (1)
|
|
|
|
12/2/2009 - 9/30/2012
|
108,000
|
84,000
|
Oct. 2012
|
2009 Time Vested RSUs: (2)
|
|
|
|
10/1/2009 - 10/1/2012
|
14,400
|
12,000
|
Oct. 2012
|
|
|
|
|
2010 Performance-Based RSU and Time Vested RSUs (without Options)
|
|||
Vesting Period
|
Target Award
|
Prorated Amount
|
Timing of Payment
|
2010 Performance RSU Award: (3)
|
|
|
|
12/1/2010 - 9/30/2013
|
96,600
|
42,934
|
Oct. 2013
|
|
|
|
|
2010 Stock Options
|
|
|
|
Grant Date
|
Options Granted
|
Prorated Amount
|
Exercisable until:
|
10/1/2010 - 10/1/2012
|
17,124
|
12,843
|
10/1/2017
|
10/1/2010 - 10/1/2013
|
17,124
|
8,562
|
10/1/2017
|
10/1/2010 - 10/1/2014
|
17,124
|
6,422
|
10/1/2017
|
|
|
|
|
2011 Performance-Based RSU
|
|
|
|
Vesting Period
|
Target Award
|
Prorated Amount
|
Timing of Payment
|
2011 Performance RSU Award: (3)
|
|
|
|
11/1/2011 - 10/31/2014
|
91,705
|
12,737
|
Nov. 2014
|
|
|
|
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: April 24, 2012
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|
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/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: April 24, 2012
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: April 24, 2012
|
|
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: April 24, 2012
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