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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, 2014
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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 W. 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
March 31, |
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2014
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2013
|
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(In $ millions, except share and per share data)
|
||||
Net sales
|
1,705
|
|
|
1,605
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|
Cost of sales
|
(1,327
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)
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(1,272
|
)
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Gross profit
|
378
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|
333
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|
Selling, general and administrative expenses
|
(104
|
)
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|
(106
|
)
|
Amortization of intangible assets
|
(6
|
)
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|
(11
|
)
|
Research and development expenses
|
(22
|
)
|
|
(26
|
)
|
Other (charges) gains, net
|
(1
|
)
|
|
(4
|
)
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(1
|
)
|
|
(1
|
)
|
Operating profit (loss)
|
243
|
|
|
184
|
|
Equity in net earnings (loss) of affiliates
|
40
|
|
|
54
|
|
Interest expense
|
(39
|
)
|
|
(43
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
—
|
|
Dividend income - cost investments
|
29
|
|
|
24
|
|
Other income (expense), net
|
—
|
|
|
(1
|
)
|
Earnings (loss) from continuing operations before tax
|
273
|
|
|
218
|
|
Income tax (provision) benefit
|
(78
|
)
|
|
(77
|
)
|
Earnings (loss) from continuing operations
|
195
|
|
|
141
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
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|
|
(1
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)
|
Earnings (loss) from discontinued operations
|
—
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|
|
1
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|
Net earnings (loss)
|
195
|
|
|
142
|
|
Net (earnings) loss attributable to noncontrolling interests
|
1
|
|
|
—
|
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Net earnings (loss) attributable to Celanese Corporation
|
196
|
|
|
142
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
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Earnings (loss) from continuing operations
|
196
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|
|
141
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
Net earnings (loss)
|
196
|
|
|
142
|
|
Earnings (loss) per common share - basic
|
|
|
|
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Continuing operations
|
1.25
|
|
|
0.88
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|
Discontinued operations
|
—
|
|
|
0.01
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Net earnings (loss) - basic
|
1.25
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|
0.89
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Earnings (loss) per common share - diluted
|
|
|
|
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Continuing operations
|
1.25
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|
0.88
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Discontinued operations
|
—
|
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0.01
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Net earnings (loss) - diluted
|
1.25
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0.89
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Weighted average shares - basic
|
156,501,794
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159,682,386
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Weighted average shares - diluted
|
156,812,915
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|
160,201,636
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Three Months Ended
March 31, |
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2014
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2013
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(In $ millions)
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Net earnings (loss)
|
195
|
|
|
142
|
|
Other comprehensive income (loss), net of tax
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|
|
|
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Unrealized gain (loss) on marketable securities
|
—
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|
|
—
|
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Foreign currency translation
|
5
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(31
|
)
|
Gain (loss) on interest rate swaps
|
(3
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)
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1
|
|
Pension and postretirement benefits
|
(12
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)
|
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—
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Total other comprehensive income (loss), net of tax
|
(10
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)
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(30
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)
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Total comprehensive income (loss), net of tax
|
185
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|
112
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|
Comprehensive (income) loss attributable to noncontrolling interests
|
1
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|
|
—
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Comprehensive income (loss) attributable to Celanese Corporation
|
186
|
|
|
112
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Three Months Ended
March 31, 2014 |
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Shares
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Amount
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(In $ millions, except share data)
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Series A Common Stock
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Balance as of the beginning of the period
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156,939,828
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—
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Stock option exercises
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25,000
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—
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Purchases of treasury stock
|
(1,035,374
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)
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—
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Stock awards
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2,330
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—
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Balance as of the end of the period
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155,931,784
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—
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Treasury Stock
|
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Balance as of the beginning of the period
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8,928,137
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(361
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)
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Purchases of treasury stock, including related fees
|
1,035,374
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(53
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)
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Balance as of the end of the period
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9,963,511
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(414
|
)
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Additional Paid-In Capital
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Balance as of the beginning of the period
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53
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Stock-based compensation, net of tax
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8
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Stock option exercises, net of tax
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—
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Balance as of the end of the period
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|
61
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Retained Earnings
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Balance as of the beginning of the period
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3,011
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Net earnings (loss) attributable to Celanese Corporation
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196
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Series A common stock dividends
|
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(28
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)
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Balance as of the end of the period
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3,179
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Accumulated Other Comprehensive Income (Loss), Net
|
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|
|
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Balance as of the beginning of the period
|
|
|
|
(4
|
)
|
Other comprehensive income (loss), net of tax
|
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|
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(10
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)
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Balance as of the end of the period
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(14
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)
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Total Celanese Corporation stockholders’ equity
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2,812
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Noncontrolling Interests
|
|
|
|
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Balance as of the beginning of the period
|
|
|
|
—
|
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Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
(1
|
)
|
Contributions from noncontrolling interests
|
|
|
109
|
|
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Balance as of the end of the period
|
|
|
|
108
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Total equity
|
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|
2,920
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|
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Three Months Ended
March 31, |
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|
2014
|
|
2013
|
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(In $ millions)
|
||||
Operating Activities
|
|
|
|
|
|
Net earnings (loss)
|
195
|
|
|
142
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
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Other charges (gains), net of amounts used
|
(16
|
)
|
|
(4
|
)
|
Depreciation, amortization and accretion
|
76
|
|
|
80
|
|
Pension and postretirement benefit expense
|
(26
|
)
|
|
(5
|
)
|
Pension and postretirement contributions
|
(48
|
)
|
|
(19
|
)
|
Deferred income taxes, net
|
(7
|
)
|
|
(8
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
1
|
|
|
1
|
|
Refinancing expense
|
—
|
|
|
—
|
|
Other, net
|
35
|
|
|
2
|
|
Operating cash provided by (used in) discontinued operations
|
—
|
|
|
1
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(123
|
)
|
|
(100
|
)
|
Inventories
|
(15
|
)
|
|
(55
|
)
|
Other assets
|
4
|
|
|
(7
|
)
|
Trade payables - third party and affiliates
|
23
|
|
|
36
|
|
Other liabilities
|
65
|
|
|
83
|
|
Net cash provided by (used in) operating activities
|
164
|
|
|
147
|
|
Investing Activities
|
|
|
|
|
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Capital expenditures on property, plant and equipment
|
(78
|
)
|
|
(66
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
(3
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
(70
|
)
|
|
(8
|
)
|
Other, net
|
(3
|
)
|
|
(10
|
)
|
Net cash provided by (used in) investing activities
|
(151
|
)
|
|
(87
|
)
|
Financing Activities
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
(3
|
)
|
|
(19
|
)
|
Proceeds from short-term debt
|
25
|
|
|
24
|
|
Repayments of short-term debt
|
(40
|
)
|
|
(24
|
)
|
Proceeds from long-term debt
|
—
|
|
|
50
|
|
Repayments of long-term debt
|
(6
|
)
|
|
(55
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(53
|
)
|
|
—
|
|
Stock option exercises
|
—
|
|
|
1
|
|
Series A common stock dividends
|
(28
|
)
|
|
(12
|
)
|
Contributions from noncontrolling interests
|
109
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
4
|
|
|
(35
|
)
|
Exchange rate effects on cash and cash equivalents
|
(3
|
)
|
|
(6
|
)
|
Net increase (decrease) in cash and cash equivalents
|
14
|
|
|
19
|
|
Cash and cash equivalents as of beginning of period
|
984
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
998
|
|
|
978
|
|
•
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Roussillon, France
|
•
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Tarragona, Spain
|
|
As of
March 31, 2014 |
|
|
(In $ millions)
|
|
|
|
|
Cash and cash equivalents
|
33
|
|
Property, plant and equipment
|
174
|
|
Other assets
|
24
|
|
Total assets
(1)
|
231
|
|
|
|
|
Current liabilities
|
16
|
|
Total liabilities
(2)
|
16
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Represents amounts owed by Fairway for reimbursement of expenditures.
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
|
(In $ millions)
|
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Property, plant and equipment, net
|
105
|
|
111
|
|
|
|
|
Trade payables
|
45
|
|
49
|
Current installments of long-term debt
|
8
|
|
8
|
Long-term debt
|
130
|
|
136
|
Total liabilities
|
183
|
|
193
|
|
|
|
|
Maximum exposure to loss
|
306
|
|
311
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
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|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Amortized cost
|
43
|
|
|
41
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
43
|
|
|
41
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Finished goods
|
591
|
|
|
571
|
|
Work-in-process
|
59
|
|
|
59
|
|
Raw materials and supplies
|
166
|
|
|
174
|
|
Total
|
816
|
|
|
804
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2014
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
33
|
|
|
544
|
|
|
30
|
|
|
39
|
|
|
646
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
(1)
|
Exchange rate changes
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
As of March 31, 2014
|
32
|
|
|
544
|
|
|
31
|
|
|
48
|
|
|
655
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2013
|
(20
|
)
|
|
(521
|
)
|
|
(21
|
)
|
|
(25
|
)
|
|
(587
|
)
|
|
Amortization
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
As of March 31, 2014
|
(21
|
)
|
|
(525
|
)
|
|
(22
|
)
|
|
(25
|
)
|
|
(593
|
)
|
|
Net book value
|
11
|
|
|
19
|
|
|
9
|
|
|
23
|
|
|
62
|
|
|
(1)
|
Represents intangible assets acquired related to Fairway with a weighted average amortization period of
28 years
(
Note 4
).
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
As of December 31, 2013
|
83
|
|
Acquisitions
|
—
|
|
Accumulated impairment losses
|
—
|
|
Exchange rate changes
|
—
|
|
As of March 31, 2014
|
83
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Salaries and benefits
|
80
|
|
|
96
|
|
Environmental (
Note 12
)
|
29
|
|
|
30
|
|
Restructuring (
Note 14
)
|
45
|
|
|
60
|
|
Insurance
|
13
|
|
|
14
|
|
Asset retirement obligations
|
25
|
|
|
29
|
|
Derivatives (
Note 16
)
|
8
|
|
|
12
|
|
Current portion of benefit obligations
|
48
|
|
|
78
|
|
Interest
|
35
|
|
|
24
|
|
Sales and use tax/foreign withholding tax payable
|
13
|
|
|
12
|
|
Uncertain tax positions
|
64
|
|
|
64
|
|
Customer rebates
|
41
|
|
|
48
|
|
Other
|
78
|
|
|
74
|
|
Total
|
479
|
|
|
541
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Environmental (
Note 12
)
|
66
|
|
|
67
|
|
Insurance
|
53
|
|
|
50
|
|
Deferred revenue
|
27
|
|
|
28
|
|
Deferred proceeds
|
53
|
|
|
53
|
|
Asset retirement obligations
|
17
|
|
|
18
|
|
Derivatives (
Note 16
)
|
2
|
|
|
3
|
|
Restructuring (
Note 14
)
|
1
|
|
|
2
|
|
Income taxes payable
|
20
|
|
|
20
|
|
Other
|
54
|
|
|
46
|
|
Total
|
293
|
|
|
287
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
23
|
|
|
24
|
|
Short-term borrowings, including amounts due to affiliates
|
99
|
|
|
103
|
|
Accounts receivable securitization facility
|
35
|
|
|
50
|
|
Total
|
157
|
|
|
177
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C-2 loan due 2016
|
975
|
|
|
978
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
500
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 5.7% to 6.7%
|
169
|
|
|
169
|
|
Obligations under capital leases due at various dates through 2054
|
260
|
|
|
264
|
|
Subtotal
|
2,904
|
|
|
2,911
|
|
Current installments of long-term debt
|
(23
|
)
|
|
(24
|
)
|
Total
|
2,881
|
|
|
2,887
|
|
As of March 31, 2014
|
|||||
Maximum
|
|
Estimate
|
|
Estimate, If Fully Drawn
|
|
3.90
|
|
0.81
|
|
|
1.27
|
|
As of
March 31, 2014 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
35
|
|
Letters of credit issued
|
80
|
|
Available for borrowing
|
17
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2014
|
|
2013
|
||||||||
|
Pension
Benefits
|
|
Postretirement
Benefits
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
|
(In $ millions)
|
||||||||||
Service cost
|
3
|
|
|
—
|
|
|
9
|
|
|
1
|
|
Interest cost
|
42
|
|
|
2
|
|
|
39
|
|
|
2
|
|
Expected return on plan assets
|
(54
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
Amortization of prior service cost (credit), net
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
Total
|
(9
|
)
|
|
(17
|
)
|
|
(8
|
)
|
|
3
|
|
|
As of
March 31, 2014 |
|
Total
Expected
2014
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
6
|
|
|
27
|
|
Benefit payments to nonqualified pension plans
|
6
|
|
|
22
|
|
Benefit payments to other postretirement benefit plans
|
36
|
|
|
54
|
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
||
|
(In percentages)
|
|
(In $ per share)
|
|
|
||||
April 2013
|
20
|
|
0.090
|
|
|
0.36
|
|
|
May 2013
|
July 2013
|
100
|
|
0.180
|
|
|
0.72
|
|
|
August 2013
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
As of March 31, 2014
|
1,065
|
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2014 |
|
||||||||
|
2014
|
|
2013
|
|
|
|||||||
Shares repurchased
|
1,035,374
|
|
|
—
|
|
|
17,364,081
|
|
(1)
|
|||
Average purchase price per share
|
$
|
51.30
|
|
|
$
|
—
|
|
|
$
|
41.36
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
718
|
|
|
(1)
|
Excludes
11,844
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock awards are considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
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
|
(3
|
)
|
|
8
|
|
|
5
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
Gain (loss) on interest rate swaps
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
(19
|
)
|
|
7
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
(22
|
)
|
|
12
|
|
|
(10
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|
(30
|
)
|
|
Unrealized
Gain (Loss)
on
Marketable
Securities
(
Note 5
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
on Interest
Rate Swaps
(
Note 16
)
|
|
Pension
and
Postretire-
ment
Benefits
(
Note 11
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2013
|
—
|
|
|
(3
|
)
|
|
(44
|
)
|
|
43
|
|
|
(4
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
Income tax (provision) benefit
|
—
|
|
|
8
|
|
|
(3
|
)
|
|
7
|
|
|
12
|
|
As of March 31, 2014
|
—
|
|
|
2
|
|
|
(47
|
)
|
|
31
|
|
|
(14
|
)
|
|
Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Employee termination benefits
|
(2
|
)
|
|
(2
|
)
|
Kelsterbach plant relocation
|
—
|
|
|
(2
|
)
|
Plant/office closures
|
1
|
|
|
—
|
|
Total
|
(1
|
)
|
|
(4
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
4
|
|
|
3
|
|
|
2
|
|
|
16
|
|
|
4
|
|
|
29
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(1
|
)
|
|
(11
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2014
|
4
|
|
|
3
|
|
|
2
|
|
|
7
|
|
|
4
|
|
|
20
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
Total
|
4
|
|
|
3
|
|
|
2
|
|
|
33
|
|
|
4
|
|
|
46
|
|
|
Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
Effective income tax rate
|
29
|
%
|
|
35
|
%
|
As of March 31, 2014
|
||||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
(1)
|
||
(In $ millions)
|
|
|
|
|
|
|
||
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 10
).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 10
).
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Total
|
893
|
|
|
869
|
|
|
Three Months Ended March 31,
|
|
||||||||||
|
2014
|
|
2013
|
|
||||||||
|
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)
|
|||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
(1)
|
—
|
|
|
—
|
|
(2)
|
(2
|
)
|
(3)
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Foreign currency forwards and swaps
|
—
|
|
|
(2
|
)
|
(4)
|
—
|
|
|
3
|
|
(4)
|
Total
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
(1)
|
Amount excludes
$3 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Amount excludes
$1 million
of tax expense recognized in Other comprehensive income (loss).
|
(3)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the unaudited interim consolidated statements of operations.
|
(4)
|
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.
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
4
|
|
|
1
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
4
|
|
|
1
|
|
Gross amount not offset in the consolidated balance sheets
|
4
|
|
|
1
|
|
Net amount
|
—
|
|
|
—
|
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
10
|
|
|
16
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
10
|
|
|
15
|
|
Gross amount not offset in the consolidated balance sheets
|
4
|
|
|
1
|
|
Net amount
|
6
|
|
|
14
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||||
|
Three Months Ended March 31, 2014
|
|
|||||||||||||||||||
Net sales
|
373
|
|
|
302
|
|
(1)
|
312
|
|
|
841
|
|
(1)
|
—
|
|
|
(123
|
)
|
|
1,705
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
Operating profit (loss)
|
57
|
|
|
99
|
|
|
20
|
|
|
97
|
|
|
(30
|
)
|
|
—
|
|
|
243
|
|
|
Equity in net earnings (loss) of affiliates
|
33
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
40
|
|
|
Depreciation and amortization
|
26
|
|
|
11
|
|
|
14
|
|
|
21
|
|
|
3
|
|
|
—
|
|
|
75
|
|
|
Capital expenditures
|
9
|
|
|
28
|
|
|
4
|
|
|
76
|
|
|
1
|
|
|
—
|
|
|
118
|
|
(2)
|
|
As of March 31, 2014
|
|
|||||||||||||||||||
Goodwill and intangibles, net
|
367
|
|
|
277
|
|
|
59
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|
Total assets
|
2,684
|
|
|
1,515
|
|
|
973
|
|
|
2,390
|
|
|
1,567
|
|
|
—
|
|
|
9,129
|
|
|
|
Three Months Ended March 31, 2013
|
|
|||||||||||||||||||
Net sales
|
329
|
|
|
295
|
|
(1)
|
288
|
|
|
808
|
|
(1)
|
—
|
|
|
(115
|
)
|
|
1,605
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
Operating profit (loss)
|
36
|
|
|
78
|
|
|
15
|
|
|
75
|
|
|
(20
|
)
|
|
—
|
|
|
184
|
|
|
Equity in net earnings (loss) of affiliates
|
40
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
54
|
|
|
Depreciation and amortization
|
29
|
|
|
10
|
|
|
12
|
|
|
21
|
|
|
4
|
|
|
—
|
|
|
76
|
|
|
Capital expenditures
|
8
|
|
|
14
|
|
|
5
|
|
|
29
|
|
|
1
|
|
|
—
|
|
|
57
|
|
(3)
|
|
As of December 31, 2013
|
|
|||||||||||||||||||
Goodwill and intangibles, net
|
368
|
|
|
278
|
|
|
60
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
940
|
|
|
Total assets
|
2,643
|
|
|
1,478
|
|
|
1,002
|
|
|
2,333
|
|
|
1,562
|
|
|
—
|
|
|
9,018
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$123 million
and
$0 million
, respectively, for the
three months ended
March 31, 2014
and
$112 million
and
$3 million
, respectively, for the
three months ended
March 31, 2013
.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$30 million
for the
three months ended
March 31, 2014
.
|
(3)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany and includes a decrease in accrued capital expenditures of
$17 million
for the
three months ended
March 31, 2013
.
|
|
Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
|
(In $ millions, except share and per share data)
|
||||
Amounts Attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
196
|
|
|
141
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
Net earnings (loss)
|
196
|
|
|
142
|
|
|
|
|
|
||
Weighted average shares - basic
|
156,501,794
|
|
|
159,682,386
|
|
Dilutive stock options
|
179,539
|
|
|
240,507
|
|
Dilutive restricted stock units
|
131,582
|
|
|
278,743
|
|
Weighted average shares - diluted
|
156,812,915
|
|
|
160,201,636
|
|
|
Three Months Ended
March 31, |
||||
|
2014
|
|
2013
|
||
Stock options
|
8,108
|
|
|
93,423
|
|
Restricted stock units
|
—
|
|
|
—
|
|
Total
|
8,108
|
|
|
93,423
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
707
|
|
|
1,300
|
|
|
(302
|
)
|
|
1,705
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(461
|
)
|
|
(1,151
|
)
|
|
285
|
|
|
(1,327
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
246
|
|
|
149
|
|
|
(17
|
)
|
|
378
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(95
|
)
|
|
—
|
|
|
(104
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(6
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(9
|
)
|
|
—
|
|
|
(22
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
219
|
|
|
41
|
|
|
(17
|
)
|
|
243
|
|
Equity in net earnings (loss) of affiliates
|
195
|
|
|
228
|
|
|
30
|
|
|
36
|
|
|
(449
|
)
|
|
40
|
|
Interest expense
|
—
|
|
|
(46
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
32
|
|
|
(39
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
14
|
|
|
17
|
|
|
1
|
|
|
(32
|
)
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
195
|
|
|
196
|
|
|
263
|
|
|
85
|
|
|
(466
|
)
|
|
273
|
|
Income tax (provision) benefit
|
1
|
|
|
(1
|
)
|
|
(70
|
)
|
|
(11
|
)
|
|
3
|
|
|
(78
|
)
|
Earnings (loss) from continuing operations
|
196
|
|
|
195
|
|
|
193
|
|
|
74
|
|
|
(463
|
)
|
|
195
|
|
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)
|
196
|
|
|
195
|
|
|
193
|
|
|
74
|
|
|
(463
|
)
|
|
195
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Net earnings (loss) attributable to Celanese Corporation
|
196
|
|
|
195
|
|
|
193
|
|
|
75
|
|
|
(463
|
)
|
|
196
|
|
|
Three Months Ended March 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(in $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
680
|
|
|
1,207
|
|
|
(282
|
)
|
|
1,605
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(475
|
)
|
|
(1,094
|
)
|
|
297
|
|
|
(1,272
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
205
|
|
|
113
|
|
|
15
|
|
|
333
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(85
|
)
|
|
—
|
|
|
(106
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|
—
|
|
|
(11
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(10
|
)
|
|
—
|
|
|
(26
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
167
|
|
|
6
|
|
|
11
|
|
|
184
|
|
Equity in net earnings (loss) of affiliates
|
141
|
|
|
167
|
|
|
37
|
|
|
49
|
|
|
(340
|
)
|
|
54
|
|
Interest expense
|
—
|
|
|
(47
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|
30
|
|
|
(43
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
14
|
|
|
15
|
|
|
1
|
|
|
(30
|
)
|
|
—
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from continuing operations before tax
|
141
|
|
|
134
|
|
|
209
|
|
|
63
|
|
|
(329
|
)
|
|
218
|
|
Income tax (provision) benefit
|
1
|
|
|
7
|
|
|
(44
|
)
|
|
(37
|
)
|
|
(4
|
)
|
|
(77
|
)
|
Earnings (loss) from continuing operations
|
142
|
|
|
141
|
|
|
165
|
|
|
26
|
|
|
(333
|
)
|
|
141
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
142
|
|
|
141
|
|
|
166
|
|
|
26
|
|
|
(333
|
)
|
|
142
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
142
|
|
|
141
|
|
|
166
|
|
|
26
|
|
|
(333
|
)
|
|
142
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
196
|
|
|
195
|
|
|
193
|
|
|
74
|
|
|
(463
|
)
|
|
195
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
5
|
|
|
5
|
|
|
16
|
|
|
(16
|
)
|
|
(5
|
)
|
|
5
|
|
Gain (loss) on interest rate swaps
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
Pension and postretirement benefits
|
(12
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
—
|
|
|
24
|
|
|
(12
|
)
|
Total other comprehensive income (loss), net of tax
|
(10
|
)
|
|
(10
|
)
|
|
4
|
|
|
(16
|
)
|
|
22
|
|
|
(10
|
)
|
Total comprehensive income (loss), net of tax
|
186
|
|
|
185
|
|
|
197
|
|
|
58
|
|
|
(441
|
)
|
|
185
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
186
|
|
|
185
|
|
|
197
|
|
|
59
|
|
|
(441
|
)
|
|
186
|
|
|
Three Months Ended March 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
142
|
|
|
141
|
|
|
166
|
|
|
26
|
|
|
(333
|
)
|
|
142
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(31
|
)
|
|
(31
|
)
|
|
5
|
|
|
5
|
|
|
21
|
|
|
(31
|
)
|
Gain (loss) on interest rate swaps
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
(30
|
)
|
|
(30
|
)
|
|
5
|
|
|
5
|
|
|
20
|
|
|
(30
|
)
|
Total comprehensive income (loss), net of tax
|
112
|
|
|
111
|
|
|
171
|
|
|
31
|
|
|
(313
|
)
|
|
112
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
112
|
|
|
111
|
|
|
171
|
|
|
31
|
|
|
(313
|
)
|
|
112
|
|
|
As of March 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
248
|
|
|
750
|
|
|
—
|
|
|
998
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
163
|
|
|
1,010
|
|
|
(187
|
)
|
|
986
|
|
Non-trade receivables, net
|
33
|
|
|
456
|
|
|
2,120
|
|
|
524
|
|
|
(2,877
|
)
|
|
256
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
269
|
|
|
624
|
|
|
(77
|
)
|
|
816
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
74
|
|
|
58
|
|
|
(17
|
)
|
|
115
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
Other assets
|
—
|
|
|
4
|
|
|
12
|
|
|
28
|
|
|
(12
|
)
|
|
32
|
|
Total current assets
|
33
|
|
|
460
|
|
|
2,929
|
|
|
2,994
|
|
|
(3,170
|
)
|
|
3,246
|
|
Investments in affiliates
|
2,779
|
|
|
4,603
|
|
|
1,827
|
|
|
565
|
|
|
(8,946
|
)
|
|
828
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
940
|
|
|
2,579
|
|
|
—
|
|
|
3,519
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
251
|
|
|
22
|
|
|
(12
|
)
|
|
261
|
|
Other assets
|
—
|
|
|
1,997
|
|
|
139
|
|
|
306
|
|
|
(2,110
|
)
|
|
332
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
493
|
|
|
—
|
|
|
798
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
71
|
|
|
74
|
|
|
—
|
|
|
145
|
|
Total assets
|
2,812
|
|
|
7,060
|
|
|
6,462
|
|
|
7,033
|
|
|
(14,238
|
)
|
|
9,129
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,745
|
|
|
177
|
|
|
366
|
|
|
(2,131
|
)
|
|
157
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
328
|
|
|
649
|
|
|
(187
|
)
|
|
790
|
|
Other liabilities
|
—
|
|
|
37
|
|
|
295
|
|
|
437
|
|
|
(290
|
)
|
|
479
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
(17
|
)
|
|
10
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
521
|
|
|
34
|
|
|
(481
|
)
|
|
74
|
|
Total current liabilities
|
—
|
|
|
1,799
|
|
|
1,321
|
|
|
1,496
|
|
|
(3,106
|
)
|
|
1,510
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,466
|
|
|
827
|
|
|
1,674
|
|
|
(2,086
|
)
|
|
2,881
|
|
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
224
|
|
|
(12
|
)
|
|
220
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
7
|
|
|
145
|
|
|
—
|
|
|
158
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
919
|
|
|
228
|
|
|
—
|
|
|
1,147
|
|
Other liabilities
|
—
|
|
|
2
|
|
|
117
|
|
|
206
|
|
|
(32
|
)
|
|
293
|
|
Total noncurrent liabilities
|
—
|
|
|
2,482
|
|
|
1,870
|
|
|
2,477
|
|
|
(2,130
|
)
|
|
4,699
|
|
Total Celanese Corporation stockholders’ equity
|
2,812
|
|
|
2,779
|
|
|
3,271
|
|
|
2,952
|
|
|
(9,002
|
)
|
|
2,812
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
Total equity
|
2,812
|
|
|
2,779
|
|
|
3,271
|
|
|
3,060
|
|
|
(9,002
|
)
|
|
2,920
|
|
Total liabilities and equity
|
2,812
|
|
|
7,060
|
|
|
6,462
|
|
|
7,033
|
|
|
(14,238
|
)
|
|
9,129
|
|
|
As of December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
131
|
|
|
877
|
|
|
(141
|
)
|
|
867
|
|
Non-trade receivables, net
|
33
|
|
|
482
|
|
|
2,166
|
|
|
586
|
|
|
(2,924
|
)
|
|
343
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
243
|
|
|
622
|
|
|
(61
|
)
|
|
804
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
74
|
|
|
58
|
|
|
(17
|
)
|
|
115
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
24
|
|
|
(16
|
)
|
|
28
|
|
Total current assets
|
33
|
|
|
487
|
|
|
2,954
|
|
|
2,867
|
|
|
(3,159
|
)
|
|
3,182
|
|
Investments in affiliates
|
2,667
|
|
|
4,458
|
|
|
1,677
|
|
|
594
|
|
|
(8,555
|
)
|
|
841
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
969
|
|
|
2,456
|
|
|
—
|
|
|
3,425
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
248
|
|
|
49
|
|
|
(8
|
)
|
|
289
|
|
Other assets
|
—
|
|
|
1,965
|
|
|
144
|
|
|
285
|
|
|
(2,053
|
)
|
|
341
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
493
|
|
|
—
|
|
|
798
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
64
|
|
|
78
|
|
|
—
|
|
|
142
|
|
Total assets
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,713
|
|
|
122
|
|
|
373
|
|
|
(2,031
|
)
|
|
177
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
312
|
|
|
628
|
|
|
(141
|
)
|
|
799
|
|
Other liabilities
|
1
|
|
|
28
|
|
|
441
|
|
|
513
|
|
|
(442
|
)
|
|
541
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
(17
|
)
|
|
10
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
460
|
|
|
32
|
|
|
(474
|
)
|
|
18
|
|
Total current liabilities
|
1
|
|
|
1,758
|
|
|
1,335
|
|
|
1,556
|
|
|
(3,105
|
)
|
|
1,545
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,468
|
|
|
825
|
|
|
1,646
|
|
|
(2,052
|
)
|
|
2,887
|
|
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
225
|
|
|
(8
|
)
|
|
225
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
16
|
|
|
178
|
|
|
—
|
|
|
200
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
943
|
|
|
232
|
|
|
—
|
|
|
1,175
|
|
Other liabilities
|
—
|
|
|
3
|
|
|
91
|
|
|
202
|
|
|
(9
|
)
|
|
287
|
|
Total noncurrent liabilities
|
—
|
|
|
2,485
|
|
|
1,875
|
|
|
2,483
|
|
|
(2,069
|
)
|
|
4,774
|
|
Total Celanese Corporation stockholders’ equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Total liabilities and equity
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
81
|
|
|
60
|
|
|
166
|
|
|
19
|
|
|
(162
|
)
|
|
164
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(14
|
)
|
|
—
|
|
|
(78
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(44
|
)
|
|
—
|
|
|
(70
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
57
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
1
|
|
|
(23
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
1
|
|
|
(120
|
)
|
|
(60
|
)
|
|
28
|
|
|
(151
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
23
|
|
|
—
|
|
|
(3
|
)
|
|
(23
|
)
|
|
(3
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
1
|
|
|
(6
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
Dividends to parent
|
—
|
|
|
(81
|
)
|
|
(81
|
)
|
|
—
|
|
|
162
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
(57
|
)
|
|
—
|
|
Stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Series A common stock dividends
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
51
|
|
|
—
|
|
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(81
|
)
|
|
(61
|
)
|
|
(82
|
)
|
|
94
|
|
|
134
|
|
|
4
|
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
50
|
|
|
—
|
|
|
14
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
248
|
|
|
750
|
|
|
—
|
|
|
998
|
|
|
Three Months Ended March 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
1
|
|
|
(18
|
)
|
|
90
|
|
|
76
|
|
|
(2
|
)
|
|
147
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
|
—
|
|
|
(66
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
1
|
|
|
(20
|
)
|
|
—
|
|
|
19
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
|
—
|
|
|
(10
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
1
|
|
|
(65
|
)
|
|
(42
|
)
|
|
19
|
|
|
(87
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
20
|
|
|
(9
|
)
|
|
(10
|
)
|
|
(20
|
)
|
|
(19
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
Repayments of long-term debt
|
—
|
|
|
(2
|
)
|
|
(15
|
)
|
|
(39
|
)
|
|
1
|
|
|
(55
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dividends to parent
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Series A common stock dividends
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contribution from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(11
|
)
|
|
17
|
|
|
25
|
|
|
(49
|
)
|
|
(17
|
)
|
|
(35
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(10
|
)
|
|
—
|
|
|
50
|
|
|
(21
|
)
|
|
—
|
|
|
19
|
|
Cash and cash equivalents as of beginning of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
325
|
|
|
653
|
|
|
—
|
|
|
978
|
|
•
|
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 their current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
market acceptance of our technology;
|
•
|
the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the company;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters;
|
•
|
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 received the final greenhouse gas permit from the US Environmental Protection Agency for the methanol unit at our Clear Lake, Texas facility and began construction.
|
•
|
We announced our intent to explore plans to construct a methanol unit at our Bishop, Texas facility. We are preparing to apply for the necessary environmental permits and are seeking local economic incentives for this unit with an expected annual capacity of 1.3 million tons.
|
•
|
We received the Best Supplier Award from Whirlpool based on outstanding performance on quality, delivery and customer service.
|
•
|
Our engineered materials business introduced several differentiated polymer technologies that broaden our access to the utility industry, the oil and gas industry, original equipment manufacturers and companies that enhance supply chain efficiency. These include:
|
◦
|
Composite technologies for the utility industry that deliver greater reliability, capacity and performance for utility transmission lines, as well as spoolable pipe systems that meet the harsh demands of deepwater operations in the oil and gas industry.
|
◦
|
Anti-counterfeiting technologies that help original equipment manufacturers and suppliers ensure products contain components and parts that meet their specifications.
|
◦
|
Polymers that feature excellent chemical and thermal resistance, high hardness, rigidity and dimensional stability to withstand extreme industrial environments required by the RFID (radio-frequency identification) industry.
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
||
Net sales
|
1,705
|
|
|
1,605
|
|
|
100
|
|
Gross profit
|
378
|
|
|
333
|
|
|
45
|
|
Selling, general and administrative expenses
|
(104
|
)
|
|
(106
|
)
|
|
2
|
|
Other (charges) gains, net
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
Operating profit (loss)
|
243
|
|
|
184
|
|
|
59
|
|
Equity in net earnings of affiliates
|
40
|
|
|
54
|
|
|
(14
|
)
|
Interest expense
|
(39
|
)
|
|
(43
|
)
|
|
4
|
|
Dividend income - cost investments
|
29
|
|
|
24
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
273
|
|
|
218
|
|
|
55
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
196
|
|
|
141
|
|
|
55
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
1
|
|
|
(1
|
)
|
Net earnings (loss)
|
196
|
|
|
142
|
|
|
54
|
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
75
|
|
|
76
|
|
|
(1
|
)
|
Operating margin
(1)
|
14.3
|
%
|
|
11.5
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
Kelsterbach plant relocation
|
—
|
|
|
(2
|
)
|
|
2
|
|
Plant/office closures
|
1
|
|
|
—
|
|
|
1
|
|
Total other (charges) gains, net
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
(1)
|
Defined as operating profit (loss) divided by net sales.
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
998
|
|
|
984
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
157
|
|
|
177
|
|
Long-term debt
|
2,881
|
|
|
2,887
|
|
Total debt
|
3,038
|
|
|
3,064
|
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
373
|
|
|
329
|
|
|
44
|
|
Consumer Specialties
|
302
|
|
|
295
|
|
|
7
|
|
Industrial Specialties
|
312
|
|
|
288
|
|
|
24
|
|
Acetyl Intermediates
|
841
|
|
|
808
|
|
|
33
|
|
Other Activities
|
—
|
|
|
—
|
|
|
—
|
|
Inter-segment eliminations
|
(123
|
)
|
|
(115
|
)
|
|
(8
|
)
|
Total
|
1,705
|
|
|
1,605
|
|
|
100
|
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
—
|
|
|
(2
|
)
|
|
2
|
|
Consumer Specialties
|
—
|
|
|
—
|
|
|
—
|
|
Industrial Specialties
|
—
|
|
|
(1
|
)
|
|
1
|
|
Acetyl Intermediates
|
—
|
|
|
(1
|
)
|
|
1
|
|
Other Activities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Total
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
57
|
|
|
36
|
|
|
21
|
|
Consumer Specialties
|
99
|
|
|
78
|
|
|
21
|
|
Industrial Specialties
|
20
|
|
|
15
|
|
|
5
|
|
Acetyl Intermediates
|
97
|
|
|
75
|
|
|
22
|
|
Other Activities
|
(30
|
)
|
|
(20
|
)
|
|
(10
|
)
|
Total
|
243
|
|
|
184
|
|
|
59
|
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
90
|
|
|
76
|
|
|
14
|
|
Consumer Specialties
|
129
|
|
|
104
|
|
|
25
|
|
Industrial Specialties
|
20
|
|
|
15
|
|
|
5
|
|
Acetyl Intermediates
|
98
|
|
|
78
|
|
|
20
|
|
Other Activities
|
(64
|
)
|
|
(55
|
)
|
|
(9
|
)
|
Total
|
273
|
|
|
218
|
|
|
55
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
26
|
|
|
29
|
|
|
(3
|
)
|
Consumer Specialties
|
11
|
|
|
10
|
|
|
1
|
|
Industrial Specialties
|
14
|
|
|
12
|
|
|
2
|
|
Acetyl Intermediates
|
21
|
|
|
21
|
|
|
—
|
|
Other Activities
|
3
|
|
|
4
|
|
|
(1
|
)
|
Total
|
75
|
|
|
76
|
|
|
(1
|
)
|
Operating Margin
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
15.3
|
%
|
|
10.9
|
%
|
|
|
|
Consumer Specialties
|
32.8
|
%
|
|
26.4
|
%
|
|
|
|
Industrial Specialties
|
6.4
|
%
|
|
5.2
|
%
|
|
|
|
Acetyl Intermediates
|
11.5
|
%
|
|
9.3
|
%
|
|
|
|
Total
|
14.3
|
%
|
|
11.5
|
%
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||
|
(unaudited)
|
||||||||||
|
(In percentages)
|
||||||||||
Advanced Engineered Materials
|
14
|
|
|
(2
|
)
|
|
1
|
|
—
|
|
13
|
Consumer Specialties
|
(1
|
)
|
|
3
|
|
|
—
|
|
—
|
|
2
|
Industrial Specialties
|
6
|
|
|
—
|
|
|
2
|
|
—
|
|
8
|
Acetyl Intermediates
|
(3
|
)
|
|
5
|
|
|
2
|
|
—
|
|
4
|
Total Company
|
3
|
|
|
2
|
|
|
1
|
|
—
|
|
6
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
373
|
|
|
329
|
|
|
44
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
14
|
%
|
|
|
|
|
|
|
Price
|
(2
|
)%
|
|
|
|
|
|
|
Currency
|
1
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(2
|
)
|
|
2
|
|
Operating profit (loss)
|
57
|
|
|
36
|
|
|
21
|
|
Operating margin
|
15.3
|
%
|
|
10.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
33
|
|
|
40
|
|
|
(7
|
)
|
Earnings (loss) from continuing operations before tax
|
90
|
|
|
76
|
|
|
14
|
|
Depreciation and amortization
|
26
|
|
|
29
|
|
|
(3
|
)
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
302
|
|
|
295
|
|
|
7
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
(1
|
)%
|
|
|
|
|
|
|
Price
|
3
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
99
|
|
|
78
|
|
|
21
|
|
Operating margin
|
32.8
|
%
|
|
26.4
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
2
|
|
|
(1
|
)
|
Dividend income - cost investments
|
29
|
|
|
24
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
129
|
|
|
104
|
|
|
25
|
|
Depreciation and amortization
|
11
|
|
|
10
|
|
|
1
|
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
312
|
|
|
288
|
|
|
24
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
6
|
%
|
|
|
|
|
|
|
Price
|
—
|
%
|
|
|
|
|
|
|
Currency
|
2
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
Operating profit (loss)
|
20
|
|
|
15
|
|
|
5
|
|
Operating margin
|
6.4
|
%
|
|
5.2
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
20
|
|
|
15
|
|
|
5
|
|
Depreciation and amortization
|
14
|
|
|
12
|
|
|
2
|
|
|
Three Months Ended
March 31, |
|
|
|||||
|
2014
|
|
2013
|
|
Change
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
841
|
|
|
808
|
|
|
33
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
(3
|
)%
|
|
|
|
|
|
|
Price
|
5
|
%
|
|
|
|
|
|
|
Currency
|
2
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
Operating profit (loss)
|
97
|
|
|
75
|
|
|
22
|
|
Operating margin
|
11.5
|
%
|
|
9.3
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
1
|
|
|
3
|
|
|
(2
|
)
|
Earnings (loss) from continuing operations before tax
|
98
|
|
|
78
|
|
|
20
|
|
Depreciation and amortization
|
21
|
|
|
21
|
|
|
—
|
|
•
|
Net Cash Provided by Operating Activities
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
|
(unaudited)
|
||||||||||
|
(In $ millions)
|
||||||||||
Trade receivables, net
|
986
|
|
|
867
|
|
|
916
|
|
|
827
|
|
Inventories
|
816
|
|
|
804
|
|
|
758
|
|
|
711
|
|
Trade payables - third party and affiliates
|
(790
|
)
|
|
(799
|
)
|
|
(659
|
)
|
|
(649
|
)
|
Trade working capital
|
1,012
|
|
|
872
|
|
|
1,015
|
|
|
889
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
Senior Notes
|
•
|
Senior Credit Facilities
|
As of March 31, 2014
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, If Fully Drawn
|
|||
(unaudited)
|
|||||||
3.90
|
|
|
0.81
|
|
|
1.27
|
|
•
|
Accounts Receivable Securitization Facility
|
|
As of
March 31, 2014 |
|
|
(unaudited)
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
35
|
|
Letters of credit issued
|
80
|
|
Available for borrowing
|
17
|
|
|
Authorized
Amount
|
|
|
(unaudited)
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
As of March 31, 2014
|
1,065
|
|
|
Three Months Ended
March 31, |
|
Total From
February 2008 Through March 31, 2014 |
|
||||||||
|
2014
|
|
2013
|
|
|
|||||||
|
(unaudited)
|
|
||||||||||
Shares repurchased
|
1,035,374
|
|
|
—
|
|
|
17,364,081
|
|
(1)
|
|||
Average purchase price per share
|
$
|
51.30
|
|
|
$
|
—
|
|
|
$
|
41.36
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
718
|
|
|
(1)
|
Excludes
11,844
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
|
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, 2014
|
|
588
|
|
(1)
|
$
|
55.22
|
|
|
—
|
|
|
$
|
400,000,000
|
|
February 1-28, 2014
|
|
1,035,752
|
|
(1)
|
$
|
51.30
|
|
|
1,035,374
|
|
|
$
|
347,000,000
|
|
March 1-31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
347,000,000
|
|
Total
|
|
1,036,340
|
|
|
|
|
1,035,374
|
|
|
|
(1)
|
January and February include 588 and 378 shares, respectively, 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:
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
As of March 31, 2014
|
1,065
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
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 3.2 to the Quarterly Report on Form 10-K filed with the SEC on July 19, 2013).
|
|
|
|
10.1*‡
|
|
Form of 2014 Performance-Based Restricted Stock Unit Award Agreement.
|
|
|
|
10.2*‡
|
|
Form of 2014 Time-Based Restricted Stock Unit Award Agreement.
|
|
|
|
10.3*‡
|
|
Form of 2014 Nonqualified Stock Option Award Agreement.
|
|
|
|
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.
|
*
|
Filed herewith
|
‡
|
Indicates a management contract or compensatory plan or arrangement
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
|
|
|
Mark C. Rohr
|
|
|
|
|
Chairman of the Board of Directors and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 22, 2014
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
|
|
|
Steven M. Sterin
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 22, 2014
|
|
© 2014 Celanese Corporation
|
|
|
1
For the CEO, replace bracketed language with “65 years of age and has five years”.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
By:
|
/s/
MARK C. ROHR
|
|
|
|
|
Chairman and Chief Executive Officer
|
||
|
|
|
||
This Agreement has been accepted and agreed to by the undersigned Participant.
|
||||
|
|
|
||
|
PARTICIPANT
|
|||
|
|
|
|
|
|
|
|
||
|
By:
|
|
|
|
|
Name:
|
<<NAME>>
|
|
|
|
Employee ID:
<<
Personnel Number>>
|
|||
|
|
|
|
|
|
Date:
|
|
|
Name of Participant:
|
<<NAME>>
|
||
Grant Date:
|
<<date>>
|
||
|
Threshold
|
Target
|
Maximum
|
Performance RSUs subject to the Award:
|
<<Threshold units>>
|
<<Target Units>>
|
<<Max Units>>
|
Adjusted EBIT
|
Result
|
Goal Achievement for Performance Period (in Millions)*
|
Performance Adjustment Percentage
|
Below Threshold
|
|
0%
|
|
Threshold
|
|
34%
|
|
Target
|
|
100%
|
|
Superior
|
|
200%
|
B.
|
Alternative Calculation of Performance Adjustment if Threshold Adjusted EBIT is not Achieved
|
|
|
1
Remove all bracketed verbiage relating to “Retirement” and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for new hire awards.
|
|
|
2
For the CEO, replace bracketed language with “65 years of age and has five years”.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
By:
|
/s/
MARK C. ROHR
|
|
|
|
|
Chairman and Chief Executive Officer
|
||
|
|
|
||
This Agreement has been accepted and agreed to by the undersigned Participant.
|
||||
|
|
|
||
|
PARTICIPANT
|
|||
|
|
|
|
|
|
|
|
||
|
By:
|
|
|
|
|
Name:
|
<<NAME>>
|
|
|
|
Employee ID:
<<
Personnel Number>>
|
|||
|
|
|
|
|
|
Date:
|
|
|
Number of Common Shares Subject to Option
|
<<# Shares>>
|
Grant Date:
|
<<Grant Date>>
|
Exercise Price Per Share:
|
<<Exercise Price>>
|
Expiration Date:
|
<<Expiration Date>>
|
Vesting Schedule (each date on which a portion of the Option vests and become exercisable, a “Vesting Date”, and each period between the Grant Date and a Vesting Date, a “Vesting Period”)
|
<<Vesting Schedule>>
|
|
|
1
Remove all bracketed verbiage relating to “Retirement” and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for new hire awards.
|
|
|
2
For the CEO, if applicable, replace bracketed language with “65 years of age and has five years”.
|
|
CELANESE CORPORATION
|
|||
|
|
|
||
|
|
|
||
|
By:
|
/s/
MARK C. ROHR
|
|
|
|
|
Chairman and Chief Executive Officer
|
||
|
|
|
||
This Agreement has been accepted and agreed to by the undersigned Participant.
|
||||
|
|
|
||
|
PARTICIPANT
|
|||
|
|
|
|
|
|
|
|
||
|
By:
|
|
|
|
|
Name:
|
<<NAME>>
|
|
|
|
Employee ID:
<<
Personnel Number>>
|
|||
|
|
|
|
|
|
Date:
|
|
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 22, 2014
|
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 22, 2014
|
|
/s/ MARK C. ROHR
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
April 22, 2014
|
|
/s/ STEVEN M. STERIN
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
April 22, 2014
|