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þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 31, 2013
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Or
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
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
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||||
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March 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted (Note 1)
|
||
|
(In $ millions, except share
and per share data)
|
||||
Net sales
|
1,605
|
|
|
1,633
|
|
Cost of sales
|
(1,272
|
)
|
|
(1,359
|
)
|
Gross profit
|
333
|
|
|
274
|
|
Selling, general and administrative expenses
|
(106
|
)
|
|
(126
|
)
|
Amortization of intangible assets
|
(11
|
)
|
|
(13
|
)
|
Research and development expenses
|
(26
|
)
|
|
(25
|
)
|
Other (charges) gains, net
|
(4
|
)
|
|
—
|
|
Foreign exchange gain (loss), net
|
(1
|
)
|
|
1
|
|
Gain (loss) on disposition of businesses and assets, net
|
(1
|
)
|
|
—
|
|
Operating profit (loss)
|
184
|
|
|
111
|
|
Equity in net earnings (loss) of affiliates
|
54
|
|
|
51
|
|
Interest expense
|
(43
|
)
|
|
(45
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
1
|
|
Dividend income - cost investments
|
24
|
|
|
—
|
|
Other income (expense), net
|
(1
|
)
|
|
2
|
|
Earnings (loss) from continuing operations before tax
|
218
|
|
|
120
|
|
Income tax (provision) benefit
|
(77
|
)
|
|
73
|
|
Earnings (loss) from continuing operations
|
141
|
|
|
193
|
|
Earnings (loss) from operation of discontinued operations
|
2
|
|
|
—
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
(1
|
)
|
|
—
|
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
Net earnings (loss)
|
142
|
|
|
193
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
142
|
|
|
193
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
141
|
|
|
193
|
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
Net earnings (loss)
|
142
|
|
|
193
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
Continuing operations
|
0.88
|
|
|
1.23
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
Net earnings (loss) - basic
|
0.89
|
|
|
1.23
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
Continuing operations
|
0.88
|
|
|
1.21
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
Net earnings (loss) - diluted
|
0.89
|
|
|
1.21
|
|
Weighted average shares - basic
|
159,682,386
|
|
|
156,576,896
|
|
Weighted average shares - diluted
|
160,201,636
|
|
|
159,115,232
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted (Note 1)
|
||
|
(In $ millions)
|
||||
Net earnings (loss)
|
142
|
|
|
193
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
Foreign currency translation
|
(31
|
)
|
|
26
|
|
Gain (loss) on interest rate swaps
|
1
|
|
|
1
|
|
Pension and postretirement benefits
|
—
|
|
|
(4
|
)
|
Total other comprehensive income (loss), net of tax
|
(30
|
)
|
|
23
|
|
Total comprehensive income (loss), net of tax
|
112
|
|
|
216
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
112
|
|
|
216
|
|
|
Three Months Ended
|
||||
|
March 31, 2013
|
||||
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Shares
|
|
Amount
|
||
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As Adjusted (Note 1)
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||
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(In $ millions, except share data)
|
||||
Series A Common Stock
|
|
|
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Balance as of the beginning of the period
|
159,642,401
|
|
|
—
|
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Stock option exercises
|
36,900
|
|
|
—
|
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Purchases of treasury stock
|
—
|
|
|
—
|
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Stock awards
|
793
|
|
|
—
|
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Balance as of the end of the period
|
159,680,094
|
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|
—
|
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Treasury Stock
|
|
|
|
|
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Balance as of the beginning of the period
|
23,986,836
|
|
|
(905
|
)
|
Purchases of treasury stock, including related fees
|
—
|
|
|
—
|
|
Balance as of the end of the period
|
23,986,836
|
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(905
|
)
|
Additional Paid-In Capital
|
|
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Balance as of the beginning of the period
|
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|
731
|
|
Stock-based compensation, net of tax
|
|
|
|
4
|
|
Stock option exercises, net of tax
|
|
|
|
1
|
|
Balance as of the end of the period
|
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|
|
736
|
|
Retained Earnings
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
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|
1,993
|
|
Net earnings (loss) attributable to Celanese Corporation
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|
142
|
|
Series A common stock dividends
|
|
|
|
(12
|
)
|
Balance as of the end of the period
|
|
|
|
2,123
|
|
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
Balance as of the beginning of the period
|
|
|
|
(89
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
(30
|
)
|
Balance as of the end of the period
|
|
|
|
(119
|
)
|
Total Celanese Corporation stockholders’ equity
|
|
|
|
1,835
|
|
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
|
|
|
|
1,835
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted (Note 1)
|
||
|
(In $ millions)
|
||||
Operating Activities
|
|
|
|
|
|
Net earnings (loss)
|
142
|
|
|
193
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(4
|
)
|
|
(4
|
)
|
Depreciation, amortization and accretion
|
80
|
|
|
77
|
|
Pension and postretirement benefit expense
|
(5
|
)
|
|
3
|
|
Pension and postretirement contributions
|
(19
|
)
|
|
(66
|
)
|
Deferred income taxes, net
|
(8
|
)
|
|
(91
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
1
|
|
|
—
|
|
Refinancing expense
|
—
|
|
|
—
|
|
Other, net
|
2
|
|
|
72
|
|
Operating cash provided by (used in) discontinued operations
|
1
|
|
|
—
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(100
|
)
|
|
(47
|
)
|
Inventories
|
(55
|
)
|
|
(32
|
)
|
Other assets
|
(7
|
)
|
|
19
|
|
Trade payables - third party and affiliates
|
36
|
|
|
123
|
|
Other liabilities
|
83
|
|
|
(32
|
)
|
Net cash provided by (used in) operating activities
|
147
|
|
|
215
|
|
Investing Activities
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(74
|
)
|
|
(106
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
(3
|
)
|
|
(21
|
)
|
Other, net
|
(10
|
)
|
|
(5
|
)
|
Net cash provided by (used in) investing activities
|
(87
|
)
|
|
(155
|
)
|
Financing Activities
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
(19
|
)
|
|
10
|
|
Proceeds from short-term debt
|
24
|
|
|
24
|
|
Repayments of short-term debt
|
(24
|
)
|
|
(24
|
)
|
Proceeds from long-term debt
|
50
|
|
|
—
|
|
Repayments of long-term debt
|
(55
|
)
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
—
|
|
|
(20
|
)
|
Stock option exercises
|
1
|
|
|
7
|
|
Series A common stock dividends
|
(12
|
)
|
|
(10
|
)
|
Other, net
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(35
|
)
|
|
(21
|
)
|
Exchange rate effects on cash and cash equivalents
|
(6
|
)
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
19
|
|
|
45
|
|
Cash and cash equivalents as of beginning of period
|
959
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
978
|
|
|
727
|
|
|
Three Months Ended March 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(1,363
|
)
|
|
4
|
|
|
(1,359
|
)
|
Gross profit
|
270
|
|
|
4
|
|
|
274
|
|
Selling, general and administrative expenses
|
(134
|
)
|
|
8
|
|
|
(126
|
)
|
Research and development expenses
|
(26
|
)
|
|
1
|
|
|
(25
|
)
|
Operating profit (loss)
|
98
|
|
|
13
|
|
|
111
|
|
Earnings (loss) from continuing operations before tax
|
107
|
|
|
13
|
|
|
120
|
|
Income tax (provision) benefit
|
76
|
|
|
(3
|
)
|
|
73
|
|
Earnings (loss) from continuing operations
|
183
|
|
|
10
|
|
|
193
|
|
Net earnings (loss)
|
183
|
|
|
10
|
|
|
193
|
|
Net earnings (loss) attributable to Celanese Corporation
|
183
|
|
|
10
|
|
|
193
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
1.17
|
|
|
0.06
|
|
|
1.23
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) - basic
|
1.17
|
|
|
0.06
|
|
|
1.23
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
1.15
|
|
|
0.06
|
|
|
1.21
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) - diluted
|
1.15
|
|
|
0.06
|
|
|
1.21
|
|
|
Three Months Ended March 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
183
|
|
|
10
|
|
|
193
|
|
Pension and postretirement benefits
|
6
|
|
|
(10
|
)
|
|
(4
|
)
|
Total other comprehensive income (loss), net of tax
|
33
|
|
|
(10
|
)
|
|
23
|
|
Total comprehensive income (loss), net of tax
|
216
|
|
|
—
|
|
|
216
|
|
Comprehensive (income) loss attributable to Celanese Corporation
|
216
|
|
|
—
|
|
|
216
|
|
|
As of December 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Retained earnings
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
|
Three Months Ended March 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
183
|
|
|
10
|
|
|
193
|
|
Pension and postretirement benefit expense
|
—
|
|
|
3
|
|
|
3
|
|
Pension and postretirement contributions
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
Deferred income taxes, net
|
(94
|
)
|
|
3
|
|
|
(91
|
)
|
Other liabilities
|
(82
|
)
|
|
50
|
|
|
(32
|
)
|
|
Three Months Ended March 31, 2012
|
|||||||
|
As Previously
Reported
|
|
Effect of
Change
|
|
As Adjusted
|
|||
|
(In $ millions)
|
|||||||
Operating Profit (Loss)
|
|
|
|
|
|
|||
Advanced Engineered Materials
|
21
|
|
|
3
|
|
|
24
|
|
Consumer Specialties
|
39
|
|
|
1
|
|
|
40
|
|
Industrial Specialties
|
19
|
|
|
1
|
|
|
20
|
|
Acetyl Intermediates
|
60
|
|
|
2
|
|
|
62
|
|
Other Activities
|
(41
|
)
|
|
6
|
|
|
(35
|
)
|
Total
|
98
|
|
|
13
|
|
|
111
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Amortized cost
|
49
|
|
|
53
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
49
|
|
|
53
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Finished goods
|
560
|
|
|
514
|
|
Work-in-process
|
52
|
|
|
42
|
|
Raw materials and supplies
|
146
|
|
|
155
|
|
Total
|
758
|
|
|
711
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Exchange rate changes
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(15
|
)
|
As of March 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
293
|
|
|
245
|
|
|
41
|
|
|
183
|
|
|
762
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
293
|
|
|
245
|
|
|
41
|
|
|
183
|
|
|
762
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
32
|
|
|
525
|
|
|
30
|
|
|
32
|
|
|
619
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
(1)
|
Exchange rate changes
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
As of March 31, 2013
|
32
|
|
|
514
|
|
|
30
|
|
|
36
|
|
|
612
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2012
|
(16
|
)
|
|
(480
|
)
|
|
(17
|
)
|
|
(23
|
)
|
|
(536
|
)
|
|
Amortization
|
(1
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11
|
)
|
|
Exchange rate changes
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
As of March 31, 2013
|
(17
|
)
|
|
(479
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|
(537
|
)
|
|
Net book value
|
15
|
|
|
35
|
|
|
12
|
|
|
13
|
|
|
75
|
|
|
(1)
|
Weighted average amortization period is
20
years.
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Salaries and benefits
|
74
|
|
|
74
|
|
Environmental (
Note 11
)
|
21
|
|
|
21
|
|
Restructuring (
Note 13
)
|
25
|
|
|
30
|
|
Insurance
|
14
|
|
|
15
|
|
Asset retirement obligations
|
31
|
|
|
38
|
|
Derivatives (
Note 15
)
|
18
|
|
|
23
|
|
Current portion of benefit obligations
|
47
|
|
|
47
|
|
Interest
|
37
|
|
|
23
|
|
Sales and use tax/foreign withholding tax payable
|
18
|
|
|
17
|
|
Uncertain tax positions
|
60
|
|
|
65
|
|
Customer rebates
|
38
|
|
|
44
|
|
Other
|
76
|
|
|
78
|
|
Total
|
459
|
|
|
475
|
|
(1)
|
Primarily relates to proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to cease operations and sell its Kelsterbach, Germany manufacturing site, included in the Advanced Engineered Materials segment (
Note 20
). Such proceeds will be deferred until title transfers to the Frankfurt, Germany Airport.
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
23
|
|
|
60
|
|
Short-term borrowings, including amounts due to affiliates
|
89
|
|
|
108
|
|
Total
|
112
|
|
|
168
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C loan due 2016
|
967
|
|
|
977
|
|
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
|
|
Credit-linked revolving facility due 2014, interest rate of 1.7%
|
100
|
|
|
50
|
|
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030
|
169
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
246
|
|
|
244
|
|
Other bank obligations
|
—
|
|
|
37
|
|
Subtotal
|
2,982
|
|
|
2,990
|
|
Current installments of long-term debt
|
(23
|
)
|
|
(60
|
)
|
Total
|
2,959
|
|
|
2,930
|
|
|
As of March 31, 2013
|
||||
|
Estimated Total Net
Leverage Ratio |
|
Estimated
Margin
|
||
Credit-linked revolving facility
|
1.56
|
|
|
1.50
|
%
|
Term C
|
1.56
|
|
|
2.75
|
%
|
Credit-Linked Revolving Facility
|
|
Term C Loan Facility
|
||||
Total Net Leverage Ratio
|
|
Margin over LIBOR
or EURIBOR
|
|
Total Net Leverage Ratio
|
|
Margin over LIBOR
or EURIBOR
|
< = 2.25
|
|
1.50%
|
|
< = 1.75
|
|
2.75%
|
> 2.25
|
|
1.75%
|
|
> 1.75 and < = 2.25
|
|
3.00%
|
|
|
|
|
> 2.25
|
|
3.25%
|
|
As of March 31, 2013
|
||||||||
|
First Lien Senior Secured Leverage Ratio
|
|
|
||||||
|
|
|
|
|
Estimate, if
Fully Drawn
|
|
Borrowing
Capacity
|
||
|
Maximum
|
|
Estimate
|
|
|
||||
|
|
|
|
|
|
|
(In $ millions)
|
||
Revolving credit facility
|
3.90
|
|
0.91
|
|
|
1.41
|
|
600
|
|
|
As of
March 31, 2013 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
100
|
|
Letters of credit issued
|
78
|
|
Available for borrowing
|
50
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||
|
Three Months Ended March 31,
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
|
|
|
As Adjusted (Note 1)
|
|
|
|
As Adjusted (Note 1)
|
||||
|
(In $ millions)
|
||||||||||
Service cost
|
9
|
|
|
7
|
|
|
1
|
|
|
—
|
|
Interest cost
|
39
|
|
|
43
|
|
|
2
|
|
|
3
|
|
Expected return on plan assets
|
(56
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost (credit)
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Curtailment (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
(8
|
)
|
|
—
|
|
|
3
|
|
|
3
|
|
|
As of
March 31, 2013 |
|
Expected for 2013
|
||
|
(In $ millions)
|
||||
Cash contributions to defined benefit pension plans
|
9
|
|
|
30
|
|
Benefit payments to nonqualified pension plans
|
6
|
|
|
22
|
|
Benefit payments to other postretirement benefit plans
|
4
|
|
|
24
|
|
|
Three Months Ended March 31,
|
|
Total From
February 2008 Through March 31, 2013 |
|
||||||||
|
2013
|
|
2012
|
|
|
|||||||
Shares repurchased
|
—
|
|
|
444,901
|
|
|
13,142,527
|
|
(1)
|
|||
Average purchase price per share
|
$
|
—
|
|
|
$
|
46.34
|
|
|
$
|
38.14
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
501
|
|
|
(1)
|
Excludes
5,823
shares withheld from employee 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.
|
|
Three Months Ended March 31,
|
|||||||||||||||||
|
2013
|
|
2012
|
|||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
||||||
|
|
|
|
|
|
|
As Adjusted (Note 1)
|
|||||||||||
|
(In $ millions)
|
|||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
26
|
|
|
|
—
|
|
|
26
|
|
Gain (loss) on interest rate swaps
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
2
|
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
(1)
|
|
(3
|
)
|
|
(4
|
)
|
Total
|
(29
|
)
|
|
(1
|
)
|
|
(30
|
)
|
|
27
|
|
|
|
(4
|
)
|
|
23
|
|
(1)
|
Amount includes amortization of actuarial losses of
$2 million
related to the Company's equity method investments' pension plans.
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
on Interest
Rate Swaps
|
|
Pension and
Postretire-
ment
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2012 - As Adjusted (Note 1)
|
(1
|
)
|
|
(23
|
)
|
|
(50
|
)
|
|
(15
|
)
|
|
(89
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
2
|
|
(1)
|
—
|
|
(2)
|
2
|
|
Income tax (provision) benefit
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
As of March 31, 2013
|
(1
|
)
|
|
(54
|
)
|
|
(49
|
)
|
|
(15
|
)
|
|
(119
|
)
|
(1)
|
This accumulated other comprehensive income component is related to interest rate swaps and is included in interest expense (
Note 15
).
|
(2)
|
This accumulated other comprehensive income component is the amortization of prior service cost included in net periodic benefit cost (
Note 10
).
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Employee termination benefits
|
(2
|
)
|
|
—
|
|
Kelsterbach plant relocation (
Note 20
)
|
(2
|
)
|
|
—
|
|
Total
|
(4
|
)
|
|
—
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
6
|
|
|
13
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
29
|
|
Additions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Cash payments
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2013
|
5
|
|
|
10
|
|
|
1
|
|
|
4
|
|
|
5
|
|
|
25
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
As of March 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
5
|
|
|
10
|
|
|
1
|
|
|
4
|
|
|
5
|
|
|
25
|
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted (Note 1)
|
||
Effective income tax rate
|
35
|
%
|
|
(61
|
)%
|
As of March 31, 2013
|
||||||||
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
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Total
|
802
|
|
|
902
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||||||||
|
March 31, 2013
|
|
March 31, 2012
|
|
||||||||
|
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 Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
(1)
|
(4
|
)
|
(2)
|
(1
|
)
|
(3)
|
(3
|
)
|
(2)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
—
|
|
|
2
|
|
(4)
|
—
|
|
|
—
|
|
(4)
|
Foreign currency forwards and swaps
|
—
|
|
|
3
|
|
(5)
|
—
|
|
|
(4
|
)
|
(5)
|
Total
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(7
|
)
|
|
(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 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.
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
5
|
|
|
2
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
5
|
|
|
2
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
4
|
|
|
—
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
23
|
|
|
32
|
|
Gross amount offset in the consolidated balance sheets
|
1
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
22
|
|
|
31
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
21
|
|
|
29
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
|
(In $ millions)
|
||
Property, plant and equipment, net
|
116
|
|
118
|
|
|
|
|
Trade payables
|
43
|
|
41
|
Current installments of long-term debt
|
7
|
|
7
|
Long-term debt
|
139
|
|
140
|
Total
|
189
|
|
188
|
|
|
|
|
Maximum exposure to loss
|
273
|
|
273
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
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
|
|
(2)
|
|
As of March 31, 2013
|
|
|||||||||||||||||||
Goodwill and intangibles, net
|
361
|
|
|
271
|
|
|
62
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
917
|
|
|
Total assets
|
2,670
|
|
|
1,338
|
|
|
998
|
|
|
2,265
|
|
|
1,797
|
|
|
—
|
|
|
9,068
|
|
|
|
Three Months Ended March 31, 2012 - As Adjusted (Note 1)
|
||||||||||||||||||||
Net sales
|
317
|
|
|
264
|
|
(1)
|
309
|
|
|
852
|
|
(1)
|
—
|
|
|
(109
|
)
|
|
1,633
|
|
|
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Operating profit (loss)
|
24
|
|
|
40
|
|
|
20
|
|
|
62
|
|
|
(35
|
)
|
|
—
|
|
|
111
|
|
|
Equity in net earnings (loss) of affiliates
|
43
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
51
|
|
|
Depreciation and amortization
|
27
|
|
|
9
|
|
|
15
|
|
|
20
|
|
|
3
|
|
|
—
|
|
|
74
|
|
|
Capital expenditures
|
7
|
|
|
16
|
|
|
8
|
|
|
31
|
|
|
8
|
|
|
—
|
|
|
70
|
|
(2)
|
|
As of December 31, 2012
|
||||||||||||||||||||
Goodwill and intangibles, net
|
372
|
|
|
276
|
|
|
65
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|
Total assets
|
2,703
|
|
|
1,296
|
|
|
963
|
|
|
2,238
|
|
|
1,800
|
|
|
—
|
|
|
9,000
|
|
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$112 million
and
$3 million
, respectively, for the
three months ended
March 31, 2013
and
$108 million
and
$1 million
, respectively, for the
three months ended
March 31, 2012
.
|
(2)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany (
Note 20
) and includes a decrease in accrued capital expenditures of
$17 million
and
$36 million
for the
three months ended
March 31, 2013
and
2012
, respectively.
|
|
Three Months Ended March 31,
|
||||
|
2013
|
|
2012
|
||
|
|
|
As Adjusted (Note 1)
|
||
|
(In $ millions, except share and per share data)
|
||||
Amounts Attributable to Celanese Corporation
|
|
|
|
||
Earnings (loss) from continuing operations
|
141
|
|
|
193
|
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
Net earnings (loss) available to common stockholders
|
142
|
|
|
193
|
|
|
|
|
|
||
Weighted average shares - basic
|
159,682,386
|
|
|
156,576,896
|
|
Dilutive stock options
|
240,507
|
|
|
1,855,015
|
|
Dilutive restricted stock units
|
278,743
|
|
|
683,321
|
|
Weighted average shares - diluted
|
160,201,636
|
|
|
159,115,232
|
|
|
Three Months Ended March 31,
|
||||
|
2013
|
|
2012
|
||
Stock options
|
93,423
|
|
|
—
|
|
Restricted stock units
|
—
|
|
|
—
|
|
Total
|
93,423
|
|
|
—
|
|
|
Three Months Ended March 31,
|
|
Total from
inception through March 31, 2013 |
|||||
|
|
|||||||
|
2013
|
|
2012
|
|
||||
|
(In $ millions)
|
|||||||
Deferred proceeds
(1)
|
—
|
|
|
—
|
|
|
907
|
|
Costs expensed
|
2
|
|
|
—
|
|
|
115
|
|
Costs capitalized
(2)
|
2
|
|
|
13
|
|
|
1,129
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
—
|
|
|
8
|
|
(1)
|
Included in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt. Upon transfer of title to Fraport, the deferred proceeds will be recognized in the consolidated statements of operations. Such proceeds will be reduced by assets of
€7 million
included in Property, plant and equipment, net and
€102 million
included in noncurrent Other assets in the consolidated balance sheets, to be transferred to Fraport or otherwise disposed.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$1 million
and
$8 million
for the
three months ended
March 31, 2013
and
2012
, respectively.
|
|
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, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 1)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
640
|
|
|
1,249
|
|
|
(256
|
)
|
|
1,633
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(478
|
)
|
|
(1,148
|
)
|
|
267
|
|
|
(1,359
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
162
|
|
|
101
|
|
|
11
|
|
|
274
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(87
|
)
|
|
—
|
|
|
(126
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(8
|
)
|
|
—
|
|
|
(13
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(10
|
)
|
|
—
|
|
|
(25
|
)
|
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)
|
—
|
|
|
—
|
|
|
104
|
|
|
(4
|
)
|
|
11
|
|
|
111
|
|
Equity in net earnings (loss) of affiliates
|
193
|
|
|
207
|
|
|
40
|
|
|
42
|
|
|
(431
|
)
|
|
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
|
193
|
|
|
175
|
|
|
149
|
|
|
23
|
|
|
(420
|
)
|
|
120
|
|
Income tax (provision) benefit
|
—
|
|
|
18
|
|
|
59
|
|
|
(1
|
)
|
|
(3
|
)
|
|
73
|
|
Earnings (loss) from continuing operations
|
193
|
|
|
193
|
|
|
208
|
|
|
22
|
|
|
(423
|
)
|
|
193
|
|
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)
|
193
|
|
|
193
|
|
|
208
|
|
|
22
|
|
|
(423
|
)
|
|
193
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
193
|
|
|
193
|
|
|
208
|
|
|
22
|
|
|
(423
|
)
|
|
193
|
|
|
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
|
|
|
Three Months Ended March 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
As Adjusted (Note 1)
|
||||||||||||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
193
|
|
|
193
|
|
|
208
|
|
|
22
|
|
|
(423
|
)
|
|
193
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
26
|
|
|
26
|
|
|
(11
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
26
|
|
Gain (loss) on interest rate swaps
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
Pension and postretirement benefits
|
(4
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
10
|
|
|
(4
|
)
|
Total other comprehensive income (loss), net of tax
|
23
|
|
|
23
|
|
|
(14
|
)
|
|
(9
|
)
|
|
—
|
|
|
23
|
|
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
|
|
|
As of March 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
325
|
|
|
653
|
|
|
—
|
|
|
978
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
352
|
|
|
720
|
|
|
(156
|
)
|
|
916
|
|
Non-trade receivables, net
|
31
|
|
|
425
|
|
|
1,745
|
|
|
388
|
|
|
(2,392
|
)
|
|
197
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
208
|
|
|
609
|
|
|
(59
|
)
|
|
758
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
64
|
|
|
7
|
|
|
(21
|
)
|
|
50
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
Other assets
|
—
|
|
|
5
|
|
|
13
|
|
|
36
|
|
|
(16
|
)
|
|
38
|
|
Total current assets
|
31
|
|
|
430
|
|
|
2,756
|
|
|
2,413
|
|
|
(2,644
|
)
|
|
2,986
|
|
Investments in affiliates
|
1,806
|
|
|
3,618
|
|
|
1,616
|
|
|
560
|
|
|
(6,804
|
)
|
|
796
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
824
|
|
|
2,462
|
|
|
—
|
|
|
3,286
|
|
Deferred income taxes
|
—
|
|
|
4
|
|
|
515
|
|
|
90
|
|
|
(6
|
)
|
|
603
|
|
Other assets
|
—
|
|
|
1,870
|
|
|
131
|
|
|
429
|
|
|
(1,950
|
)
|
|
480
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
457
|
|
|
—
|
|
|
762
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
68
|
|
|
87
|
|
|
—
|
|
|
155
|
|
Total assets
|
1,837
|
|
|
5,922
|
|
|
6,215
|
|
|
6,498
|
|
|
(11,404
|
)
|
|
9,068
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,570
|
|
|
122
|
|
|
112
|
|
|
(1,692
|
)
|
|
112
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
231
|
|
|
584
|
|
|
(156
|
)
|
|
659
|
|
Other liabilities
|
—
|
|
|
58
|
|
|
268
|
|
|
408
|
|
|
(275
|
)
|
|
459
|
|
Deferred income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
(21
|
)
|
|
25
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
471
|
|
|
82
|
|
|
(457
|
)
|
|
96
|
|
Total current liabilities
|
—
|
|
|
1,649
|
|
|
1,092
|
|
|
1,211
|
|
|
(2,601
|
)
|
|
1,351
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,457
|
|
|
904
|
|
|
1,545
|
|
|
(1,947
|
)
|
|
2,959
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
(6
|
)
|
|
44
|
|
Uncertain tax positions
|
2
|
|
|
6
|
|
|
21
|
|
|
151
|
|
|
—
|
|
|
180
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,345
|
|
|
231
|
|
|
—
|
|
|
1,576
|
|
Other liabilities
|
—
|
|
|
4
|
|
|
99
|
|
|
1,031
|
|
|
(11
|
)
|
|
1,123
|
|
Total noncurrent liabilities
|
2
|
|
|
2,467
|
|
|
2,369
|
|
|
3,008
|
|
|
(1,964
|
)
|
|
5,882
|
|
Total Celanese Corporation stockholders’ equity
|
1,835
|
|
|
1,806
|
|
|
2,754
|
|
|
2,279
|
|
|
(6,839
|
)
|
|
1,835
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,835
|
|
|
1,806
|
|
|
2,754
|
|
|
2,279
|
|
|
(6,839
|
)
|
|
1,835
|
|
Total liabilities and equity
|
1,837
|
|
|
5,922
|
|
|
6,215
|
|
|
6,498
|
|
|
(11,404
|
)
|
|
9,068
|
|
|
As of December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
340
|
|
|
653
|
|
|
(166
|
)
|
|
827
|
|
Non-trade receivables, net
|
31
|
|
|
444
|
|
|
1,754
|
|
|
484
|
|
|
(2,504
|
)
|
|
209
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
196
|
|
|
589
|
|
|
(74
|
)
|
|
711
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
62
|
|
|
8
|
|
|
(21
|
)
|
|
49
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
27
|
|
|
(16
|
)
|
|
31
|
|
Total current assets
|
41
|
|
|
449
|
|
|
2,694
|
|
|
2,436
|
|
|
(2,781
|
)
|
|
2,839
|
|
Investments in affiliates
|
1,692
|
|
|
3,437
|
|
|
1,579
|
|
|
570
|
|
|
(6,478
|
)
|
|
800
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
813
|
|
|
2,537
|
|
|
—
|
|
|
3,350
|
|
Deferred income taxes
|
—
|
|
|
5
|
|
|
509
|
|
|
92
|
|
|
—
|
|
|
606
|
|
Other assets
|
—
|
|
|
1,927
|
|
|
132
|
|
|
414
|
|
|
(2,010
|
)
|
|
463
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
472
|
|
|
—
|
|
|
777
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
96
|
|
|
—
|
|
|
165
|
|
Total assets
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,584
|
|
|
208
|
|
|
159
|
|
|
(1,783
|
)
|
|
168
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
269
|
|
|
546
|
|
|
(166
|
)
|
|
649
|
|
Other liabilities
|
—
|
|
|
40
|
|
|
267
|
|
|
475
|
|
|
(307
|
)
|
|
475
|
|
Deferred income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
(21
|
)
|
|
25
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
419
|
|
|
73
|
|
|
(454
|
)
|
|
38
|
|
Total current liabilities
|
—
|
|
|
1,645
|
|
|
1,163
|
|
|
1,278
|
|
|
(2,731
|
)
|
|
1,355
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,467
|
|
|
872
|
|
|
1,597
|
|
|
(2,006
|
)
|
|
2,930
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Uncertain tax positions
|
3
|
|
|
6
|
|
|
23
|
|
|
149
|
|
|
—
|
|
|
181
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,362
|
|
|
240
|
|
|
—
|
|
|
1,602
|
|
Other liabilities
|
—
|
|
|
8
|
|
|
101
|
|
|
1,055
|
|
|
(12
|
)
|
|
1,152
|
|
Total noncurrent liabilities
|
3
|
|
|
2,481
|
|
|
2,358
|
|
|
3,091
|
|
|
(2,018
|
)
|
|
5,915
|
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Total liabilities and equity
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
|
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
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(33
|
)
|
|
—
|
|
|
(74
|
)
|
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
|
)
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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
|
|
|
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
|
23
|
|
|
(3
|
)
|
|
135
|
|
|
106
|
|
|
(46
|
)
|
|
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 Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
1
|
|
|
(28
|
)
|
|
—
|
|
|
27
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
1
|
|
|
(111
|
)
|
|
(75
|
)
|
|
30
|
|
|
(155
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
28
|
|
|
2
|
|
|
7
|
|
|
(27
|
)
|
|
10
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
Refinancing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchases of treasury stock, including related fees
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
Dividends to parent
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
46
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
Stock option exercises
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
Series A common stock dividends
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(23
|
)
|
|
2
|
|
|
(22
|
)
|
|
6
|
|
|
16
|
|
|
(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
|
|
•
|
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 signed a Memorandum of Understanding ("MOU") with Pertamina, the state-owned energy company of the Republic of Indonesia, to begin the detailed project planning phase for the development of fuel ethanol projects in Indonesia. The MOU outlines the parties' intentions to establish a joint venture under which we would own a majority share and would license our leading TCX
®
technology to the joint venture under a separate technology licensing agreement. Under the detailed project planning phase of the MOU, we and Pertamina will select the first production location, initiate project permitting and negotiate coal supply and other industrial partner agreements. This phase of the MOU is expected to be completed by the end of 2013.
|
•
|
We received the JEC Innovation Award for the first thermoplastic composite tailplane for a helicopter. The new composite tailplane of the Agusta Westland AW 169 helicopter results in 15 percent weight reduction from conventional composites and contributes considerably to fuel savings and lower emissions.
|
•
|
We introduced a new generation of Thermx
®
PCT grades that deliver outstanding initial reflectance and reflectance stability under heat and light as required in light-emitting diode ("LED") lighting packages found in display backlight and general lighting.
|
•
|
We elected Edward G. Galante to our board of directors. Mr. Galante is a former senior vice president of Exxon Mobil Corporation.
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
||
Net sales
|
1,605
|
|
|
1,633
|
|
|
(28
|
)
|
Gross profit
|
333
|
|
|
274
|
|
|
59
|
|
Selling, general and administrative expenses
|
(106
|
)
|
|
(126
|
)
|
|
20
|
|
Other (charges) gains, net
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Operating profit (loss)
|
184
|
|
|
111
|
|
|
73
|
|
Equity in net earnings of affiliates
|
54
|
|
|
51
|
|
|
3
|
|
Interest expense
|
(43
|
)
|
|
(45
|
)
|
|
2
|
|
Dividend income - cost investments
|
24
|
|
|
—
|
|
|
24
|
|
Earnings (loss) from continuing operations before tax
|
218
|
|
|
120
|
|
|
98
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
141
|
|
|
193
|
|
|
(52
|
)
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
142
|
|
|
193
|
|
|
(51
|
)
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
76
|
|
|
74
|
|
|
2
|
|
Operating margin
(1)
|
11.5
|
%
|
|
6.8
|
%
|
|
|
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Kelsterbach plant relocation
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Total other (charges) gains, net
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||
|
(unaudited)
|
||||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
978
|
|
|
959
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
112
|
|
|
168
|
|
Long-term debt
|
2,959
|
|
|
2,930
|
|
Total debt
|
3,071
|
|
|
3,098
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
329
|
|
|
317
|
|
|
12
|
|
Consumer Specialties
|
295
|
|
|
264
|
|
|
31
|
|
Industrial Specialties
|
288
|
|
|
309
|
|
|
(21
|
)
|
Acetyl Intermediates
|
808
|
|
|
852
|
|
|
(44
|
)
|
Other Activities
|
—
|
|
|
—
|
|
|
—
|
|
Inter-segment eliminations
|
(115
|
)
|
|
(109
|
)
|
|
(6
|
)
|
Total
|
1,605
|
|
|
1,633
|
|
|
(28
|
)
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Consumer Specialties
|
—
|
|
|
(1
|
)
|
|
1
|
|
Industrial Specialties
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Acetyl Intermediates
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Other Activities
|
—
|
|
|
1
|
|
|
(1
|
)
|
Total
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
36
|
|
|
24
|
|
|
12
|
|
Consumer Specialties
|
78
|
|
|
40
|
|
|
38
|
|
Industrial Specialties
|
15
|
|
|
20
|
|
|
(5
|
)
|
Acetyl Intermediates
|
75
|
|
|
62
|
|
|
13
|
|
Other Activities
|
(20
|
)
|
|
(35
|
)
|
|
15
|
|
Total
|
184
|
|
|
111
|
|
|
73
|
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
76
|
|
|
67
|
|
|
9
|
|
Consumer Specialties
|
104
|
|
|
41
|
|
|
63
|
|
Industrial Specialties
|
15
|
|
|
20
|
|
|
(5
|
)
|
Acetyl Intermediates
|
78
|
|
|
63
|
|
|
15
|
|
Other Activities
|
(55
|
)
|
|
(71
|
)
|
|
16
|
|
Total
|
218
|
|
|
120
|
|
|
98
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
29
|
|
|
27
|
|
|
2
|
|
Consumer Specialties
|
10
|
|
|
9
|
|
|
1
|
|
Industrial Specialties
|
12
|
|
|
15
|
|
|
(3
|
)
|
Acetyl Intermediates
|
21
|
|
|
20
|
|
|
1
|
|
Other Activities
|
4
|
|
|
3
|
|
|
1
|
|
Total
|
76
|
|
|
74
|
|
|
2
|
|
Operating Margin
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
10.9
|
%
|
|
7.6
|
%
|
|
|
|
Consumer Specialties
|
26.4
|
%
|
|
15.2
|
%
|
|
|
|
Industrial Specialties
|
5.2
|
%
|
|
6.5
|
%
|
|
|
|
Acetyl Intermediates
|
9.3
|
%
|
|
7.3
|
%
|
|
|
|
Total
|
11.5
|
%
|
|
6.8
|
%
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
|||
|
(unaudited)
|
|||||||||||
|
(In percentages)
|
|||||||||||
Advanced Engineered Materials
|
—
|
|
|
4
|
|
|
—
|
|
—
|
|
4
|
|
Consumer Specialties
|
5
|
|
|
7
|
|
|
—
|
|
—
|
|
12
|
|
Industrial Specialties
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
—
|
|
(7
|
)
|
Acetyl Intermediates
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
—
|
|
(5
|
)
|
Total Company
|
(2
|
)
|
|
—
|
|
|
—
|
|
—
|
|
(2
|
)
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
329
|
|
|
317
|
|
|
12
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
—
|
%
|
|
|
|
|
|
|
Price
|
4
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Operating profit (loss)
|
36
|
|
|
24
|
|
|
12
|
|
Operating margin
|
10.9
|
%
|
|
7.6
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
40
|
|
|
43
|
|
|
(3
|
)
|
Earnings (loss) from continuing operations before tax
|
76
|
|
|
67
|
|
|
9
|
|
Depreciation and amortization
|
29
|
|
|
27
|
|
|
2
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
295
|
|
|
264
|
|
|
31
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
5
|
%
|
|
|
|
|
|
|
Price
|
7
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
Operating profit (loss)
|
78
|
|
|
40
|
|
|
38
|
|
Operating margin
|
26.4
|
%
|
|
15.2
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
2
|
|
|
1
|
|
|
1
|
|
Dividend income - cost investments
|
24
|
|
|
—
|
|
|
24
|
|
Earnings (loss) from continuing operations before tax
|
104
|
|
|
41
|
|
|
63
|
|
Depreciation and amortization
|
10
|
|
|
9
|
|
|
1
|
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
288
|
|
|
309
|
|
|
(21
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(3
|
)%
|
|
|
|
|
|
|
Price
|
(4
|
)%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
15
|
|
|
20
|
|
|
(5
|
)
|
Operating margin
|
5.2
|
%
|
|
6.5
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
15
|
|
|
20
|
|
|
(5
|
)
|
Depreciation and amortization
|
12
|
|
|
15
|
|
|
(3
|
)
|
|
Three Months Ended
|
|
|
|||||
|
March 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
|
|
As Adjusted
|
|
|
|||
|
(unaudited)
|
|||||||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
808
|
|
|
852
|
|
|
(44
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(4
|
)%
|
|
|
|
|
|
|
Price
|
(1
|
)%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Operating profit (loss)
|
75
|
|
|
62
|
|
|
13
|
|
Operating margin
|
9.3
|
%
|
|
7.3
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
1
|
|
|
2
|
|
Earnings (loss) from continuing operations before tax
|
78
|
|
|
63
|
|
|
15
|
|
Depreciation and amortization
|
21
|
|
|
20
|
|
|
1
|
|
•
|
Net Cash Provided by Operating Activities
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
|
As of
March 31, 2012 |
|
As of
December 31, 2011 |
||||
|
(unaudited)
|
||||||||||
|
(In $ millions)
|
||||||||||
Trade receivables, net
|
916
|
|
|
827
|
|
|
928
|
|
|
871
|
|
Inventories
|
758
|
|
|
711
|
|
|
753
|
|
|
712
|
|
Trade payables - third party and affiliates
|
(659
|
)
|
|
(649
|
)
|
|
(758
|
)
|
|
(673
|
)
|
Trade working capital
|
1,015
|
|
|
889
|
|
|
923
|
|
|
910
|
|
•
|
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, 2013 |
|
|
(unaudited)
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
100
|
|
Letters of credit issued
|
78
|
|
Available for borrowing
|
50
|
|
|
As of March 31, 2013
|
||||||||||
|
First Lien Senior Secured Leverage Ratio
|
|
|
||||||||
|
Maximum
|
|
Estimate
|
|
Estimate, If Fully Drawn
|
|
Borrowing Capacity
|
||||
|
(unaudited)
|
||||||||||
|
|
|
|
|
|
|
(In $ millions)
|
||||
First Lien Senior Secured Leverage Ratios
|
3.90
|
|
|
0.91
|
|
|
1.41
|
|
|
600
|
|
|
Three Months Ended March 31,
|
|
Total From
February 2008 Through March 31, 2013 |
|
||||||||
|
2013
|
|
2012
|
|
|
|||||||
|
(unaudited)
|
|
||||||||||
Shares repurchased
|
—
|
|
|
444,901
|
|
|
13,142,527
|
|
(1)
|
|||
Average purchase price per share
|
$
|
—
|
|
|
$
|
46.34
|
|
|
$
|
38.14
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
501
|
|
|
(1)
|
Excludes
5,823
shares withheld from employee 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.
|
•
|
Benefit Obligations
|
|
Change in Rate
|
|
Net Periodic Benefit Costs
|
||
|
|
|
(In $ millions)
|
||
US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(8
|
)
|
Decrease in the long-term expected rate of return on plan assets
(1)
|
0.50
|
%
|
|
12
|
|
US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(1
|
)
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
Non-US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(1
|
)
|
Decrease in the long-term expected rate of return on plan assets
|
0.50
|
%
|
|
2
|
|
Non-US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
(1)
|
Excludes nonqualified pension plans.
|
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, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
392,000,000
|
|
February 1-28, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
392,000,000
|
|
March 1-31, 2013
|
|
371
|
|
(1)
|
$
|
47.15
|
|
|
—
|
|
|
$
|
392,000,000
|
|
Total
|
|
371
|
|
|
|
|
—
|
|
|
|
(1)
|
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:
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
As of March 31, 2013
|
893
|
|
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 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
|
|
|
|
10.1
|
|
Amendment No. 1, dated January 23, 2013 among Celanese Corporation, Celanese US Holdings LLC, Celanese Americas LLC, the lenders party thereto, and Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2013).
|
|
|
|
10.2‡
|
|
Form of 2013 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 12, 2013).
|
|
|
|
10.3‡
|
|
Executive Severance Benefits Plan, amended effective February 6, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 12, 2013).
|
|
|
|
10.4*‡
|
|
Agreement and Amendment, dated March 18, 2013, between Celanese Corporation and Douglas M. Madden.
|
|
|
|
18.1*
|
|
Preferability Letter of Independent Registered Public Accounting Firm.
|
|
|
|
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.
|
|
CELANESE CORPORATION
|
|||
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
|
|
|
Mark C. Rohr
|
|
|
|
|
Chairman of the Board of Directors and
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 19, 2013
|
|
|
By:
|
/s/ STEVEN M. STERIN
|
|
|
|
|
Steven M. Sterin
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Date:
|
April 19, 2013
|
1.
|
Last Day of Employment (“Departure Date”)
. Executive is retiring and the last day of employment with Celanese is:
March 31, 2013.
|
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.
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3.
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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
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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 consideration for signing this Agreement and compliance with the promises made herein, Employer and Executive agree:
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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 outstanding equity award agreements held by Executive (the “Equity Agreements”), including Employer’s obligations under the Equity Agreements in the event of a change in control. In accordance with the terms of the Equity Agreement, Employer agrees that certain equity awards contained in Executive’s Equity Agreements will receive continued vesting as of the Departure Date by reason of Executive’s qualifying retirement under the retirement provisions included in such awards; certain other awards will be forfeited as a result of Executive’s retirement. In addition, Employer expressly agrees that Executive’s December 20, 2011 time-vesting restricted stock unit award is being amended by this Agreement to allow continued vesting on the applicable vesting dates, notwithstanding Executive’s retirement, as set forth on
Exhibit A
. Employer has provided a schedule of Executive’s awards and the impact of retirement.
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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, and thereafter at Executive’s expense for the periods, and in accordance with, applicable COBRA provisions.
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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 car, laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for resolving any outstanding balances on the company credit card.
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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,
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•
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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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•
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Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
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•
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The Employee Retirement Income Security Act of 1974, as amended;
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•
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The Immigration Reform and Control Act, as amended;
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•
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The Americans with Disabilities Act of 1990, as amended;
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•
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The Age Discrimination in Employment Act of 1967, as amended;
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•
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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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•
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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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•
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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 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.
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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
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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.
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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 breach, or threatened breach by him of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he agrees that in the event of a breach, or threatened breach by him of this Agreement, Employer shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity.
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13.
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Review Period
. Executive is hereby advised that he 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.
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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.
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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.
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16.
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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.
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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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By:
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/s/ Douglas M. Madden
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By:
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/s/ Joseph J. Fox
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||
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Douglas M. Madden
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Name:
Joseph Fox
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Title:
VP HR & Employment Law
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Date:
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March 18, 2013
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Date:
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March 18, 2013
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Off-cycle Time RSU Awards
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||||
Vesting Period
|
Target Award
|
Forfeited RSUs
|
Remaining Amount
(1)
|
Timing of Payment
|
Retention Time RSU Awards:
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||||
12/20/2011 – 12/20/2013
(2)
|
8,509
|
0
|
8,509
|
Dec. 2013
|
12/20/2011 – 12/20/2014
(2)
|
8,511
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0
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8,511
|
Dec. 2014
|
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(1)
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Actual number of shares to be delivered will be reduced by number of shares withheld for payment of taxes.
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(2)
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2011 Off-cycle award – continued vesting by virtue of amendment under this Agreement.
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/s/ MARK C. ROHR
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Mark C. Rohr
|
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Chairman of the Board of Directors and
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Chief Executive Officer
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Date: April 19, 2013
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/s/ STEVEN M. STERIN
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Steven M. Sterin
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Senior Vice President and
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Chief Financial Officer
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Date: April 19, 2013
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/s/ MARK C. ROHR
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Mark C. Rohr
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Chairman of the Board of Directors and
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Chief Executive Officer
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Date: April 19, 2013
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/s/ STEVEN M. STERIN
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Steven M. Sterin
|
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Senior Vice President and
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Chief Financial Officer
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Date: April 19, 2013
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