Celanese Corp - FORM 10-Q - October 18, 2016

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EX-32.1 - EXHIBIT 32.1 - Celanese Corpex321093016.htm
EX-32.2 - EXHIBIT 32.2 - Celanese Corpex322093016.htm
EX-31.2 - EXHIBIT 31.2 - Celanese Corpex312093016.htm
EX-31.1 - EXHIBIT 31.1 - Celanese Corpex311093016.htm
EX-3.1 - EXHIBIT 3.1 - Celanese Corpex313q16.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2016
 
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Commission File Number) 001-32410
celanse_imagea01a15.gif
CELANESE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
98-0420726
(I.R.S. Employer
Identification No.)
 
 
222 W. Las Colinas Blvd., Suite 900N
Irving, TX
(Address of Principal Executive Offices)
75039-5421
(Zip Code)
(972) 443-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No þ
The number of outstanding shares of the registrant's Series A common stock, $0.0001 par value, as of October 11, 2016 was 143,199,495.
 
 
 
 
 


CELANESE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended September 30, 2016
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 

2



Item 1. Financial Statements 
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
 
(In $ millions, except share and per share data)
Net sales
1,323

 
1,413

 
4,078

 
4,340

Cost of sales
(968
)
 
(1,110
)
 
(2,995
)
 
(3,281
)
Gross profit
355

 
303

 
1,083

 
1,059

Selling, general and administrative expenses
(81
)
 
(93
)
 
(232
)
 
(297
)
Amortization of intangible assets
(3
)
 
(3
)
 
(7
)
 
(9
)
Research and development expenses
(20
)
 
(19
)
 
(58
)
 
(98
)
Other (charges) gains, net
(3
)
 
(4
)
 
(12
)
 
(19
)
Foreign exchange gain (loss), net
(1
)
 
3

 
1

 
3

Gain (loss) on disposition of businesses and assets, net
(1
)
 
(1
)
 
1

 
(8
)
Operating profit (loss)
246

 
186

 
776

 
631

Equity in net earnings (loss) of affiliates
41

 
50

 
114

 
138

Interest expense
(28
)
 
(29
)
 
(91
)
 
(86
)
Refinancing expense
(4
)
 
—

 
(6
)
 
—

Interest income
—

 
—

 
1

 
1

Dividend income - cost investments
26

 
26

 
82

 
80

Other income (expense), net
—

 
(8
)
 
(2
)
 
(6
)
Earnings (loss) from continuing operations before tax
281

 
225

 
874

 
758

Income tax (provision) benefit
(15
)
 
(74
)
 
(127
)
 
(170
)
Earnings (loss) from continuing operations
266

 
151

 
747

 
588

Earnings (loss) from operation of discontinued operations
(4
)
 
—

 
(3
)
 
(3
)
Income tax (provision) benefit from discontinued operations
1

 
—

 
1

 
1

Earnings (loss) from discontinued operations
(3
)
 
—

 
(2
)
 
(2
)
Net earnings (loss)
263

 
151

 
745

 
586

Net (earnings) loss attributable to noncontrolling interests
(1
)
 
10

 
(5
)
 
16

Net earnings (loss) attributable to Celanese Corporation
262

 
161

 
740

 
602

Amounts attributable to Celanese Corporation
 

 
 

 
 

 
 

Earnings (loss) from continuing operations
265

 
161

 
742

 
604

Earnings (loss) from discontinued operations
(3
)
 
—

 
(2
)
 
(2
)
Net earnings (loss)
262

 
161

 
740

 
602

Earnings (loss) per common share - basic
 

 
 

 
 

 
 

Continuing operations
1.84

 
1.07

 
5.08

 
3.97

Discontinued operations
(0.02
)
 
—

 
(0.01
)
 
(0.01
)
Net earnings (loss) - basic
1.82

 
1.07

 
5.07

 
3.96

Earnings (loss) per common share - diluted
 

 
 

 
 

 
 

Continuing operations
1.83

 
1.07

 
5.06

 
3.93

Discontinued operations
(0.02
)
 
—

 
(0.01
)
 
(0.01
)
Net earnings (loss) - diluted
1.81

 
1.07

 
5.05

 
3.92

Weighted average shares - basic
144,005,098

 
149,800,029

 
145,959,821

 
152,153,057

Weighted average shares - diluted
144,601,465

 
151,004,081

 
146,585,560

 
153,420,449


See the accompanying notes to the unaudited interim consolidated financial statements.

3


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
 
(In $ millions)
Net earnings (loss)
263

 
151

 
745

 
586

Other comprehensive income (loss), net of tax


 


 


 
 
Unrealized gain (loss) on marketable securities
(1
)
 
1

 
—

 
—

Foreign currency translation
(8
)
 
(11
)
 
38

 
(130
)
Gain (loss) on cash flow hedges
—

 
(1
)
 
1

 
2

Pension and postretirement benefits
—

 
—

 
(1
)
 
1

Total other comprehensive income (loss), net of tax
(9
)
 
(11
)
 
38

 
(127
)
Total comprehensive income (loss), net of tax
254

 
140

 
783

 
459

Comprehensive (income) loss attributable to noncontrolling interests
(1
)
 
10

 
(5
)
 
16

Comprehensive income (loss) attributable to Celanese Corporation
253

 
150

 
778

 
475


See the accompanying notes to the unaudited interim consolidated financial statements.


4


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions, except share data)
ASSETS
 
 
 
Current Assets
 

 
 

Cash and cash equivalents (variable interest entity restricted - 2016: $22; 2015: $7)
1,252

 
967

Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2016: $6; 2015: $6; variable interest entity restricted - 2016: $5; 2015: $6)
791

 
706

Non-trade receivables, net
214

 
285

Inventories
652

 
682

Deferred income taxes
—

 
68

Marketable securities, at fair value
34

 
30

Other assets
35

 
49

Total current assets
2,978

 
2,787

Investments in affiliates
864

 
838

Property, plant and equipment (net of accumulated depreciation - 2016: $2,228; 2015: $2,039; variable interest entity restricted - 2016: $744; 2015: $772)
3,578

 
3,609

Deferred income taxes
216

 
222

Other assets (variable interest entity restricted - 2016: $9; 2015: $13)
290

 
300

Goodwill
712

 
705

Intangible assets (net of accumulated amortization - 2016: $542; 2015: $528; variable interest entity restricted - 2016: $26; 2015: $27)
119

 
125

Total assets
8,757

 
8,586

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 

 
 

Short-term borrowings and current installments of long-term debt - third party and affiliates
92

 
513

Trade payables - third party and affiliates
591

 
587

Other liabilities
299

 
330

Deferred income taxes
—

 
30

Income taxes payable
116

 
90

Total current liabilities
1,098

 
1,550

Long-term debt, net of unamortized deferred financing costs
2,923

 
2,468

Deferred income taxes
139

 
136

Uncertain tax positions
101

 
167

Benefit obligations
1,124

 
1,189

Other liabilities
221

 
247

Commitments and Contingencies


 


Stockholders' Equity
 

 
 

Preferred stock, $0.01 par value, 100,000,000 shares authorized (2016 and 2015: 0 issued and outstanding)
—

 
—

Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2016: 167,476,602 issued and 143,199,495 outstanding; 2015: 166,698,787 issued and 146,782,297 outstanding)
—

 
—

Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2016 and 2015: 0 issued and outstanding)
—

 
—

Treasury stock, at cost (2016: 24,277,107 shares; 2015: 19,916,490 shares)
(1,331
)
 
(1,031
)
Additional paid-in capital
140

 
136

Retained earnings
4,211

 
3,621

Accumulated other comprehensive income (loss), net
(310
)
 
(348
)
Total Celanese Corporation stockholders' equity
2,710

 
2,378

Noncontrolling interests
441

 
451

Total equity
3,151

 
2,829

Total liabilities and equity
8,757

 
8,586

See the accompanying notes to the unaudited interim consolidated financial statements.

5


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENT OF EQUITY
 
Nine Months Ended
September 30, 2016
 
Shares
 
Amount
 
(In $ millions, except share data)
Series A Common Stock
 
 
 
Balance as of the beginning of the period
146,782,297

 
—

Stock option exercises
93,520

 
—

Purchases of treasury stock
(4,360,617
)
 
—

Stock awards
684,295

 
—

Balance as of the end of the period
143,199,495

 
—

Treasury Stock
 
 
 
Balance as of the beginning of the period
19,916,490

 
(1,031
)
Purchases of treasury stock, including related fees
4,360,617

 
(300
)
Balance as of the end of the period
24,277,107

 
(1,331
)
Additional Paid-In Capital
 
 
 
Balance as of the beginning of the period
 
 
136

Stock-based compensation, net of tax
 
 
1

Stock option exercises, net of tax
 
 
3

Balance as of the end of the period
 
 
140

Retained Earnings
 
 
 
Balance as of the beginning of the period
 
 
3,621

Net earnings (loss) attributable to Celanese Corporation
 
 
740

Series A common stock dividends
 
 
(150
)
Balance as of the end of the period
 
 
4,211

Accumulated Other Comprehensive Income (Loss), Net
 
 
 
Balance as of the beginning of the period
 
 
(348
)
Other comprehensive income (loss), net of tax
 
 
38

Balance as of the end of the period
 
 
(310
)
Total Celanese Corporation stockholders' equity
 
 
2,710

Noncontrolling Interests
 
 
 
Balance as of the beginning of the period
 
 
451

Net earnings (loss) attributable to noncontrolling interests
 
 
5

(Distributions to) contributions from noncontrolling interests
 
 
(15
)
Balance as of the end of the period
 
 
441

Total equity
 
 
3,151


See the accompanying notes to the unaudited interim consolidated financial statements.

6


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Nine Months Ended
September 30,
 
2016
 
2015
 
(In $ millions)
Operating Activities
 
 
 
Net earnings (loss)
745

 
586

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
 
 
 
Asset impairments
1

 
1

Depreciation, amortization and accretion
223

 
257

Pension and postretirement net periodic benefit cost
(40
)
 
(37
)
Pension and postretirement contributions
(38
)
 
(53
)
Deferred income taxes, net
39

 
4

(Gain) loss on disposition of businesses and assets, net
1

 
7

Stock-based compensation
23

 
32

Undistributed earnings in unconsolidated affiliates
2

 
(16
)
Other, net
11

 
6

Operating cash provided by (used in) discontinued operations
—

 
3

Changes in operating assets and liabilities
 
 
 
Trade receivables - third party and affiliates, net
(82
)
 
(16
)
Inventories
36

 
20

Other assets
53

 
13

Trade payables - third party and affiliates
16

 
(98
)
Other liabilities
(50
)
 
17

Net cash provided by (used in) operating activities
940

 
726

Investing Activities
 
 
 
Capital expenditures on property, plant and equipment
(186
)
 
(168
)
Acquisitions, net of cash acquired
—

 
(3
)
Proceeds from sale of businesses and assets, net
8

 
—

Capital expenditures related to Fairway Methanol LLC
—

 
(263
)
Other, net
(14
)
 
(27
)
Net cash provided by (used in) investing activities
(192
)
 
(461
)
Financing Activities
 
 
 
Net change in short-term borrowings with maturities of 3 months or less
(347
)
 
346

Proceeds from short-term borrowings
39

 
40

Repayments of short-term borrowings
(76
)
 
(60
)
Proceeds from long-term debt
1,509

 
—

Repayments of long-term debt
(1,095
)
 
(18
)
Purchases of treasury stock, including related fees
(300
)
 
(420
)
Stock option exercises
3

 
2

Series A common stock dividends
(150
)
 
(131
)
(Distributions to) contributions from noncontrolling interests
(15
)
 
187

Other, net
(35
)
 
(10
)
Net cash provided by (used in) financing activities
(467
)
 
(64
)
Exchange rate effects on cash and cash equivalents
4

 
(29
)
Net increase (decrease) in cash and cash equivalents
285

 
172

Cash and cash equivalents as of beginning of period
967

 
780

Cash and cash equivalents as of end of period
1,252

 
952


See the accompanying notes to the unaudited interim consolidated financial statements.

7


CELANESE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Basis of Presentation
Description of the Company
Celanese Corporation and its subsidiaries (collectively, the "Company") is a global technology and specialty materials company. The Company's business involves processing chemical raw materials, such as methanol, carbon monoxide and ethylene, and natural products, including wood pulp, into value-added chemicals, thermoplastic polymers and other chemical-based products.
Definitions
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese US" refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
Basis of Presentation
The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.
In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with US GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP may have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2015, filed on February 5, 2016 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the entire year.
In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside stockholders' interests are shown as noncontrolling interests.
The Company has reclassified certain prior period amounts to conform to the current period's presentation.
Estimates and Assumptions
The preparation of unaudited interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension

8


and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.
Goodwill and Other Intangible Assets
The Company assesses the recoverability of the carrying amount of its reporting unit goodwill either qualitatively or quantitatively annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. In connection with the Company's annual goodwill impairment assessment, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2016 as the estimated fair value for each of the Company's reporting units exceeded the carrying amount of the underlying assets by a substantial margin.
The Company assesses the recoverability of the carrying amount of its indefinite-lived intangible assets either qualitatively or by utilizing the relief from royalty method under the income approach annually during the third quarter of its fiscal year using June 30 balances or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. In connection with the Company's annual indefinite-lived intangible assets impairment assessment, the Company did not record an impairment loss to indefinite-lived intangible assets during the nine months ended September 30, 2016 as the estimated fair value of each of the Company's indefinite-lived intangible assets exceeded the carrying value of the underlying assets by a substantial margin.
The Company's trademarks and trade names have an indefinite life. For the nine months ended September 30, 2016, the Company did not renew or extend any intangible assets.
Change in estimate regarding pension and other postretirement benefits
Beginning in 2016, the Company elected to change the method used to estimate the service and interest cost components of net periodic benefit cost for its significant defined benefit pension plans and other postretirement benefit plans. Previously, the Company estimated the service and interest cost components utilizing a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has elected to use a full yield curve approach in the estimation of these components of net periodic benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. This change improves the correlation between projected benefit cash flows and the corresponding yield curve spot rates and provides a more precise measurement of service and interest costs. This change does not affect the measurement of the Company's total benefit obligations as the change in service and interest cost will be completely offset in the annual actuarial (gain) loss reported. The Company has accounted for this change as a change in estimate and, accordingly, has accounted for it prospectively beginning in 2016. The Company's adoption of the full yield curve approach will reduce 2016 service and interest cost by approximately $29 million as compared to the previous method.
The discount rates used to measure service and interest cost during 2016 and the discount rates that would have been used for service and interest cost under the Company's previous estimation methodology are as follows:
 
Pension Benefits
 
Postretirement Benefits
 
US
 
International
 
US
 
International
 
(In percentages)
Single weighted average discount rate approach
 
 
 
 
 
 
 
Service and interest cost
4.2
 
2.6
 
4.0
 
3.6
 
 
 
 
 
 
 
 
Full yield curve approach(1)
 
 
 
 
 
 
 
Service cost
4.5
 
3.1
 
4.2
 
3.8
Interest cost
3.4
 
2.2
 
3.1
 
3.1
______________________________
(1) 
Represents the weighted average effective interest rate.

9


2. Recent Accounting Pronouncements
In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently assessing the potential impact of ASU 2016-15 on its financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-09 to have a material impact on its financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 supersedes the lease guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact of adopting ASU 2016-02 on its financial statements and related disclosures.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU 2015-17 requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted. The Company elected to early adopt ASU 2015-17 prospectively during the three months ended March 31, 2016 in accordance with the FASB's disclosure simplification initiatives. The adoption of this ASU resulted in a reclassification from current to noncurrent deferred tax assets and deferred tax liabilities as of March 31, 2016 of $68 million and $30 million, respectively. Prior periods were not adjusted.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of adoption. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to December 15, 2017 for fiscal years, and interim periods within those years, beginning after that date and permits early adoption of the standard, but not before the original effective date for fiscal years beginning after December 15, 2016. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09. The core principle of ASU 2014-09 was not changed by the additional guidance. The Company is currently assessing the potential impact of adopting ASU 2014-09 on its financial statements and related disclosures.

10


3. Ventures and Variable Interest Entities
Consolidated Variable Interest Entities
In February 2014, the Company formed a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan ("Mitsui"), in which the Company owns 50% of Fairway, for the production of methanol at the Company's integrated chemical plant in Clear Lake, Texas. The methanol unit utilizes natural gas in the US Gulf Coast region as a feedstock and benefits from the existing infrastructure at the Company's Clear Lake facility. Both Mitsui and the Company supply their own natural gas to Fairway in exchange for methanol tolling under a cost-plus off-take arrangement.
The Company determined that Fairway is a variable interest entity ("VIE") in which the Company is the primary beneficiary. Under the terms of the joint venture agreements, the Company provides site services and day-to-day operations for the methanol facility. In addition, the joint venture agreements provide that the Company indemnifies Mitsui for environmental obligations that exceed a specified threshold, as well as an equity option between the partners. Accordingly, the Company consolidates the venture and records a noncontrolling interest for the share of the venture owned by Mitsui. Fairway is included in the Company's Acetyl Intermediates segment.
The carrying amount of the assets and liabilities associated with Fairway included in the unaudited consolidated balance sheets are as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Cash and cash equivalents
22

 
7

Trade receivables, net - third party & affiliate
10

 
12

Property, plant and equipment (net of accumulated depreciation - 2016: $40; 2015: $10)
744

 
772

Intangible assets (net of accumulated amortization - 2016: $1; 2015: $0)
26

 
27

Other assets
9

 
13

Total assets(1)
811

 
831

 
 
 
 
Trade payables
15

 
9

Other liabilities(2)
3

 
5

Long-term debt
5

 
5

Deferred income taxes
2

 
2

Total liabilities
25

 
21

______________________________
(1) 
Assets can only be used to settle the obligations of Fairway.
(2) 
Primarily represents amounts owed by Fairway to the Company for reimbursement of expenditures.
Nonconsolidated Variable Interest Entities
The Company holds variable interests in entities that supply certain raw materials and services to the Company. The variable interests primarily relate to cost-plus contractual arrangements with the suppliers and recovery of capital expenditures for certain plant assets plus a rate of return on such assets. Liabilities for such supplier recoveries of capital expenditures have been recorded as capital lease obligations. The entities are not consolidated because the Company is not the primary beneficiary of the entities as it does not have the power to direct the activities of the entities that most significantly impact the entities' economic performance. The Company's maximum exposure to loss as a result of its involvement with these VIEs as of September 30, 2016 relates primarily to the recovery of capital expenditures for certain property, plant and equipment.

11


The carrying amount of the assets and liabilities associated with the obligations to nonconsolidated VIEs, as well as the maximum exposure to loss relating to these nonconsolidated VIEs are as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Property, plant and equipment, net
65

 
73

 
 
 
 
Trade payables
51

 
47

Current installments of long-term debt
11

 
10

Long-term debt
97

 
109

Total liabilities
159

 
166

 
 
 
 
Maximum exposure to loss
250

 
268

The difference between the total liabilities associated with obligations to unconsolidated VIEs and the maximum exposure to loss primarily represents take-or-pay obligations for services included in the Company's unconditional purchase obligations (Note 16).
4. Marketable Securities, at Fair Value
The Company's nonqualified trusts hold available-for-sale securities for funding requirements of the Company's nonqualified pension plans (Note 9) as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Amortized cost
34

 
30

Gross unrealized gain
—

 
—

Gross unrealized loss
—

 
—

Fair value
34

 
30

5. Inventories
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Finished goods
477

 
498

Work-in-process
43

 
43

Raw materials and supplies
132

 
141

Total
652

 
682


12


6. Current Other Liabilities
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Asset retirement obligations
8

 
10

Benefit obligations (Note 9)
31

 
31

Customer rebates
40

 
45

Derivatives (Note 14)
1

 
2

Environmental (Note 10)
15

 
11

Insurance
6

 
10

Interest
17

 
16

Restructuring (Note 12)
20

 
30

Salaries and benefits
88

 
109

Sales and use tax/foreign withholding tax payable
24

 
13

Uncertain tax positions (Note 13)
—

 
—

Other
49

 
53

Total
299

 
330

7. Noncurrent Other Liabilities
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Asset retirement obligations
22

 
26

Deferred proceeds
43

 
43

Deferred revenue
10

 
13

Environmental (Note 10)
54

 
61

Income taxes payable
6

 
7

Insurance
46

 
50

Other
40

 
47

Total
221

 
247


13


8. Debt
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
 
 
 
Current installments of long-term debt
19

 
56

Short-term borrowings, including amounts due to affiliates(1)
73

 
52

Revolving credit facility(2)
—

 
350

Accounts receivable securitization facility(3)
—

 
55

Total
92

 
513

______________________________
(1) 
The weighted average interest rate was 3.0% and 3.3% as of September 30, 2016 and December 31, 2015, respectively.
(2) 
The weighted average interest rate was 1.8% as of December 31, 2015.
(3) 
The weighted average interest rate was 0.8% as of December 31, 2015.
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Long-Term Debt
 
 
 
Senior credit facilities - Term C-2 loan due 2016(1)
—

 
30

Senior credit facilities - Term C-3 loan due 2018(2)
—

 
878

Senior unsecured term loan due 2021(3)
500

 
—

Senior unsecured notes due 2019, interest rate of 3.250%
335

 
327

Senior unsecured notes due 2021, interest rate of 5.875%
400

 
400

Senior unsecured notes due 2022, interest rate of 4.625%
500

 
500

Senior unsecured notes due 2023, interest rate of 1.125%
835

 
—

Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 5.70% to 6.70%
—

 
169

Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 4.05% to 5.00%
170

 
—

Obligations under capital leases due at various dates through 2054
224

 
238

Subtotal
2,964

 
2,542

Unamortized debt issuance costs(4)
(22
)
 
(18
)
Current installments of long-term debt
(19
)
 
(56
)
Total
2,923

 
2,468

______________________________
(1) 
The margin for borrowings under the Term C-2 loan facility was 2.0% above the Euro Interbank Offered Rate ("EURIBOR").
(2) 
The margin for borrowings under the Term C-3 loan facility was 2.25% above LIBOR (for US dollars) and 2.25% above EURIBOR (for Euros), as applicable.
(3) 
The margin for borrowings under the senior unsecured term loan due 2021 was 1.5% above LIBOR.
(4) 
Related to the Company's long-term debt, excluding obligations under capital leases.

14


Senior Credit Facilities
On July 15, 2016, Celanese, Celanese US and certain subsidiaries entered into a new senior credit agreement ("New Credit Agreement") consisting of a $500 million senior unsecured term loan and a $1.0 billion senior unsecured revolving credit facility (with a letter of credit sublimit), each maturing in 2021. The proceeds from the new senior unsecured term loan and $409 million of borrowings under the new senior unsecured revolving credit facility were used to repay the Company's Term C-2 and C-3 loans under its existing senior secured credit facilities. The New Credit Agreement is guaranteed by Celanese, Celanese US and substantially all of its domestic subsidiaries (the "Subsidiary Guarantors").
In connection with entering into the New Credit Agreement, the Company recorded deferred financing costs of $5 million during the three months ended September 30, 2016, which are being amortized through 2021. The Company accelerated amortization of deferred financing costs and other expenses of $4 million related to the senior secured credit facilities, which are included in Refinancing expense in the unaudited interim consolidated statements of operations during the three months ended September 30, 2016.
The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facility are as follows:
 
As of
September 30,
2016
 
(In $ millions)
Revolving Credit Facility
 
Borrowings outstanding(1)
—

Letters of credit issued
—

Available for borrowing(2)
1,000

______________________________
(1) 
The Company borrowed $409 million and repaid $411 million under its new senior unsecured revolving credit facility during the three months ended September 30, 2016. The Company borrowed $245 million and repaid $595 million under its previous secured revolving credit facility during the nine months ended September 30, 2016.
(2) 
The margin for borrowings under the senior unsecured revolving credit facility was 1.5% above LIBOR.
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933 ("Securities Act"), as amended (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese US and are guaranteed by Celanese and the Subsidiary Guarantors.
On September 26, 2016, Celanese US completed an offering of €750 million in principal amount of 1.125% senior unsecured notes due September 26, 2023 (the "1.125% Notes") in a public offering registered under the Securities Act. The 1.125% Notes were issued under a base indenture dated May 6, 2011. The 1.125% Notes were issued at a discount to par at a price of 99.713%, which is being amortized to Interest expense in the unaudited interim consolidated statements of operations over the term of the 1.125% Notes. Net proceeds from the sale of the 1.125% Notes were used to repay $411 million of outstanding borrowings under the new senior unsecured revolving credit facility and for general corporate purposes. Deferred financing costs of $6 million were recorded during the three months ended September 30, 2016, which are being amortized over the term of the 1.125% Notes.
Pollution Control and Industrial Revenue Bonds
On March 3, 2016, the State of Wisconsin Public Finance Authority completed an offering of pollution control and industrial revenue bonds, the proceeds of which were loaned to Celanese US and used to repay the pollution control and industrial revenue bonds previously issued for the benefit of the Company. In connection with the refinancing, the Company recorded deferred financing costs of $2 million during the three months ended March 31, 2016, which are being amortized over the terms of the bonds. The Company accelerated amortization of deferred financing costs and other expenses of $2 million related to the refinancing, which are included in Refinancing expense in the unaudited interim consolidated statements of operations.

15


Accounts Receivable Securitization Facility
The Company has a US accounts receivable securitization facility involving receivables of certain of its domestic subsidiaries of the Company transferred to a wholly-owned, "bankruptcy remote" special purpose subsidiary of the Company ("SPE"). The securitization facility, which permits cash borrowings and letters of credit, was scheduled to expire on August 28, 2016, but may be extended for successive one year terms by agreement of the parties. All of the SPE's assets have been pledged to the administrative agent in support of the SPE's obligations under the facility. On July 8, 2016, certain of the Company's subsidiaries entered into an amendment of the accounts receivable securitization facility ("Amendment"), extending its maturity to July 2019 and decreasing the available amount to $120 million.
The Company's debt balances and amounts available for borrowing under its securitization facility are as follows:
 
As of
September 30,
2016
 
(In $ millions)
Accounts Receivable Securitization Facility
 
Borrowings outstanding(1)
—

Letters of credit issued
52

Available for borrowing
53

Total borrowing base
105

 
 
Maximum borrowing base(2)
120

______________________________
(1) 
The Company repaid $55 million during the nine months ended September 30, 2016.
(2) 
Outstanding accounts receivable transferred to the SPE was $154 million.
Covenants
The Company's material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations. The Company is in compliance with all of the covenants related to its debt agreements as of September 30, 2016.
9. Benefit Obligations
Beginning in 2016, the Company elected to use a full yield curve approach in the estimation of the service and interest cost components of net periodic benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows (Note 1). The Company's adoption of the full yield curve approach will reduce 2016 service and interest cost by approximately $29 million as compared to the previous method.

16


The components of net periodic benefit cost are as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
Pension
Benefits
 
Post-retirement
Benefits
 
Pension
Benefits
 
Post-retirement
Benefits
 
Pension
Benefits
 
Post-retirement
Benefits
 
Pension
Benefits
 
Post-retirement
Benefits
 
(In $ millions)
Service cost
2

 
—

 
4

 
—

 
6

 
—

 
10

 
1

Interest cost
28

 
1

 
34

 
1

 
84

 
2

 
105

 
2

Expected return on plan assets
(44
)
 
—

 
(53
)
 
—

 
(132
)
 
—

 
(158
)
 
—

Recognized actuarial (gain) loss
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1

Amortization of prior service cost (credit), net
—

 
(1
)
 
—

 
—

 
—

 
(3
)
 
—

 
—

Special termination benefit
—

 
—

 
1

 
—

 
3

 
—

 
2

 
—

Total
(14
)
 
—

 
(14
)
 
1

 
(39
)
 
(1
)
 
(41
)
 
4

Benefit obligation funding is as follows:
 
As of
September 30,
2016
 
Total
Expected
2016
 
(In $ millions)
Cash contributions to defined benefit pension plans
18

 
23

Benefit payments to nonqualified pension plans
17

 
22

Benefit payments to other postretirement benefit plans
3

 
4

Cash contributions to German multiemployer defined benefit pension plans(1)
5

 
8

______________________________
(1) 
The Company makes contributions based on specified percentages of employee contributions.
The Company's estimates of its US defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
10. Environmental
The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an on going process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.

17


The components of environmental remediation reserves are as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Demerger obligations (Note 16)
20

 
22

Divestiture obligations (Note 16)
17

 
17

Active sites
18

 
18

US Superfund sites
12

 
13

Other environmental remediation reserves
2

 
2

Total
69

 
72

Remediation
Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or US Superfund sites (as defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 16). The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period.
US Superfund Sites
In the US, the Company may be subject to substantial claims brought by US federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the US Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the US Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.
As events progress at each site for which it has been named a PRP, the Company accrues, as appropriate, a liability for site cleanup. Such liabilities include all costs that are probable and can be reasonably estimated. In establishing these liabilities, the Company considers its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.
One such site is the Lower Passaic River Study Area, which is the lower 17-mile stretch of the Passaic River ("Site"). The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Site in order to identify the levels of contaminants and potential cleanup actions. Work on the RI/FS is ongoing, with a goal to complete it in 2017.
On March 3, 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Site ("Lower 8.3 Miles"). The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the primary contaminants of concern to the Passaic River. Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an estimated cost of approximately $1.4 billion. The Company is vigorously defending this matter and currently believes that its ultimate allocable share of the cleanup costs, estimated at less than 1%, will not be material.

18


11. Stockholders' Equity
Common Stock
The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Series A common stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise.
The Company's Board of Directors approved increases in the Company's Common Stock cash dividend rates as follows:
 
Increase
 
Quarterly Common
Stock Cash Dividend
 
Annual Common
Stock Cash Dividend
 
Effective Date
 
(In percentages)
 
(In $ per share)
 
 
April 2015
20
 
0.30
 
1.20
 
May 2015
April 2016
20
 
0.36
 
1.44
 
May 2016
Treasury Stock
 
Nine Months Ended
September 30,
 
Total From
February 2008
Through
September 30, 2016
 
2016
 
2015
 
Shares repurchased
4,360,617

 
6,640,601

 
31,668,413

Average purchase price per share
$
68.80

 
$
63.31

 
$
51.64

Cash paid for repurchased shares (in millions)
$
300

 
$
420

 
$
1,635

Aggregate Board of Directors repurchase authorizations during the period (in millions)(1)
$
—

 
$
1,000

 
$
2,366

______________________________
(1) 
These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program began in February 2008 and does not have an expiration date.
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity.

19


Other Comprehensive Income (Loss), Net
 
Three Months Ended September 30,
 
2016
 
2015
 
Gross
Amount
 
Income
Tax
(Provision)
Benefit
 
Net
Amount
 
Gross
Amount
 
Income
Tax
(Provision)
Benefit
 
Net
Amount
 
(In $ millions)
Unrealized gain (loss) on marketable securities
(1
)
 
—

 
(1
)
 
1

 
—

 
1

Foreign currency translation
(2
)
 
(6
)
 
(8
)
 
(8
)
 
(3
)
 
(11
)
Gain (loss) on cash flow hedges
—

 
—

 
—

 
(1
)
 
—

 
(1
)
Pension and postretirement benefits
—

 
—

 
—

 
—

 
—

 
—

Total
(3
)
 
(6
)
 
(9
)
 
(8
)
 
(3
)
 
(11
)
 
Nine Months Ended September 30,
 
2016
 
2015
 
Gross
Amount
 
Income
Tax
(Provision)
Benefit
 
Net
Amount
 
Gross
Amount
 
Income
Tax
(Provision)
Benefit
 
Net
Amount
 
(In $ millions)
Unrealized gain (loss) on marketable securities
—

 
—

 
—

 
1

 
(1
)
 
—

Foreign currency translation
51

 
(13
)
 
38

 
(125
)
 
(5
)
 
(130
)
Gain (loss) on cash flow hedges
1

 
—

 
1

 
3

 
(1
)
 
2

Pension and postretirement benefits
(1
)
 
—

 
(1
)
 
—

 
1

 
1

Total
51

 
(13
)
 
38

 
(121
)
 
(6
)
 
(127
)
Adjustments to Accumulated other comprehensive income (loss), net, are as follows:
 
Unrealized
Gain (Loss)
on
Marketable
Securities
 
Foreign
Currency
Translation
 
Gain (Loss)
on Cash
Flow
Hedges
 
Pension
and
Postretirement
Benefits
 
Accumulated
Other
Comprehensive
Income
(Loss), Net
 
(In $ millions)
As of December 31, 2015
1

 
(339
)
 
(2
)
 
(8
)
 
(348
)
Other comprehensive income (loss) before reclassifications
—

 
51

 
1

 
—

 
52

Amounts reclassified from accumulated other comprehensive income (loss)
—

 
—

 
—


(1
)

(1
)
Income tax (provision) benefit
—

 
(13
)
 
—

 
—

 
(13
)
As of September 30, 2016
1

 
(301
)
 
(1
)
 
(9
)
 
(310
)

20


12. Other (Charges) Gains, Net
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(In $ millions)
Employee termination benefits
(3
)
 
(6
)
 
(11
)
(1) 
(20
)
Asset impairments
—

 
(1
)
 
(1
)
 
(1
)
Commercial disputes
—

 
3

 
—

 
2

Total
(3
)
 
(4
)
 
(12
)
 
(19
)
______________________________
(1) 
Includes $3 million of special termination benefits included in Benefit obligations in the unaudited consolidated balance sheets.
2016
During the nine months ended September 30, 2016 and 2015, the Company recorded $11 million and $20 million, respectively, of employee termination benefits primarily related to the Company's ongoing efforts to align its businesses around its core value drivers.
2015
During the three months ended September 30, 2015, the Company recorded $6 million and $4 million, respectively, in accelerated depreciation related to the Company's vinyl acetate ethylene ("VAE") emulsions unit in Meredosia, Illinois and its VAE and conventional emulsions units in Tarragona, Spain. The accelerated depreciation is included in Cost of sales in the unaudited interim consolidated statements of operations and is included in the Company's Industrial Specialties segment.
During the nine months ended September 30, 2015, the Company also recorded $39 million in accelerated depreciation expense related to property, plant and equipment no longer in use at the Company's ethanol technology development unit in Clear Lake, Texas. The Company believes that further development of its ethanol technology can be achieved through the utilization of other existing assets. The accelerated depreciation is included in Research and development expenses in the unaudited interim consolidated statements of operations and is included in the Company's Acetyl Intermediates segment.
The changes in the restructuring reserves by business segment are as follows:
 
Advanced
Engineered
Materials
 
Consumer
Specialties
 
Industrial
Specialties
 
Acetyl
Intermediates
 
Other
 
Total
 
(In $ millions)
Employee Termination Benefits
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
3

 
14

 
6

 
1

 
6

 
30

Additions
1

 
1

 
2

 
1

 
3

 
8

Cash payments
(2
)
 
(5
)
 
(6
)
 
(1
)
 
(4
)
 
(18
)
Other changes
—

 
—

 
—

 
—

 
—

 
—

Exchange rate changes
—

 
—

 
—

 
—

 
—

 
—

As of September 30, 2016
2

 
10

 
2

 
1

 
5

 
20

Other Plant/Office Closures
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
—

 
—

 
—

 
—

 
—

 
—

Additions
—

 
—

 
—

 
—

 
—

 
—

Cash payments
—

 
—

 
—

 
—

 
—

 
—

Other changes
—

 
—

 
—

 
—

 
—

 
—

Exchange rate changes
—

 
—

 
—

 
—

 
—

 
—

As of September 30, 2016
—

 
—

 
—

 
—

 
—

 
—

Total
2

 
10

 
2

 
1

 
5

 
20


21


13. Income Taxes
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(In percentages)
Effective income tax rate
5
 
33
 
15
 
22
The lower effective income tax rate for the three and nine months ended September 30, 2016 compared to the same period in 2015 is primarily due to remeasurement of prior year tax positions due to audit closures and technical clarifications in certain jurisdictions of $52 million.
For the nine months ended September 30, 2016, the Company's uncertain tax positions decreased $61 million, primarily due to audit closures in the US and in certain foreign jurisdictions.
The Company's US tax returns for the years 2009 through 2012 are currently under audit by the US Internal Revenue Service and certain of the Company's subsidiaries are under audit in jurisdictions outside of the US. In connection with the Company's US federal income tax audit for 2009 and 2010, the Company has received $192 million of proposed pre-tax adjustments related to various intercompany charges. In the event the Company is wholly unsuccessful in its defense, an actual tax assessment would result in the consumption of up to $67 million of prior foreign tax credit carryforwards. The Company believes these proposed adjustments to be without merit and is vigorously defending its position.
14. Derivative Financial Instruments
Cash Flow Hedges
Cross-currency Swaps
In March 2015, the Company settled its cross-currency swap agreements with notional values of $250 million/€193 million, expiring September 11, 2020, and $225 million/€162 million, expiring April 17, 2019, in exchange for cash of $88 million. The Company recorded a net loss of $1 million, which is included in Other income (expense), net in the unaudited interim consolidated statement of operations. The Company classifies cash flows from derivative instruments designated as cash flow hedges in the same category of the consolidated statement of cash flows as the cash flows from the items being hedged. Accordingly, the settlement of the cross-currency swap agreements is included in Net cash provided by (used in) operating activities in the unaudited interim consolidated statement of cash flows for the nine months ended September 30, 2015.
Net Investment Hedges
The Company uses derivative instruments, such as foreign currency forwards, and non-derivative financial instruments, such as foreign currency denominated debt, that may give rise to foreign currency transaction gains or losses to hedge the foreign currency exposure of net investments in foreign operations. Accordingly, the effective portion of gains and losses from remeasurement of derivative and non-derivative financial instruments is included in foreign currency translation within Accumulated other comprehensive income (loss), net in the unaudited consolidated balance sheets. Gains and losses are reclassified to earnings in the period the hedged investment is sold or liquidated.
The total notional amount of foreign currency denominated debt designated as a net investment hedge of net investments in foreign operations are as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In € millions)
Total
940

 
328


22


Derivatives Not Designated As Hedges
Foreign Currency Forwards and Swaps
Gross notional values of the foreign currency forwards and swaps not designated as hedges are as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Total
490

 
502

No significant changes in the fair value of the Company's derivative and non-derivative instruments occurred during the three months ended September 30, 2016 and 2015.
Information regarding changes in the fair value of the Company's derivative and non-derivative instruments during the nine months ended September 30, 2016 and 2015 is as follows:
 
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
 
Gain (Loss) Recognized in Earnings (Loss)
 
 
 
Nine Months Ended September 30,
 
Statement of Operations Classification
 
2016
 
2015
 
2016
 
2015
 
 
(In $ millions)
 
 
Designated as Cash Flow Hedges
 
 
 
 
 
 
 
 
 
Cross-currency swaps
—

 
—

 
—

 
46

 
Other income (expense), net; Interest expense
Total
—

 
—

 
—

 
46

 
 
 
 
 
 
 
 
 
 
 
 
Designated as Net Investment Hedges
 
 
 
 
 
 
 
 
 
Foreign currency denominated debt (Note 8)
2

 
28

 
—

 
—

 
N/A
Total
2

 
28

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Not Designated as Hedges
 
 
 
 
 
 
 
 
 
Foreign currency forwards and swaps
—

 
—

 
12

 
(68
)
 
Foreign exchange gain (loss), net; Other income (expense), net
Total
—

 
—

 
12

 
(68
)
 
 
See Note 15 - Fair Value Measurements for further information regarding the fair value of the Company's derivative instruments.
Certain of the Company's commodity swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.

23


Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows:
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Derivative Assets
 
 
 
Gross amount recognized
5

 
2

Gross amount offset in the consolidated balance sheets
1

 
—

Net amount presented in the consolidated balance sheets
4

 
2

Gross amount not offset in the consolidated balance sheets
1

 
—

Net amount
3

 
2

 
As of
September 30,
2016
 
As of
December 31,
2015
 
(In $ millions)
Derivative Liabilities
 
 
 
Gross amount recognized
2

 
2

Gross amount offset in the consolidated balance sheets
1

 
—

Net amount presented in the consolidated balance sheets
1

 
2

Gross amount not offset in the consolidated balance sheets
1

 
—

Net amount
—

 
2

15. Fair Value Measurements
The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:
Derivatives. Derivative financial instruments, including commodity swaps and foreign currency forwards and swaps, are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as spot rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for commodity swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy.

24


 
Fair Value Measurement
 
 
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Total
 
Balance Sheet Classification
 
(In $ millions)
 
 
As of September 30, 2016
 
 
 
 
 
 
 
Derivatives Designated as Cash Flow Hedges
 
 
 
 
 
 
 
Commodity swaps
—

 
1

 
1

 
Current Other assets
Derivatives Not Designated as Hedges
 
 
 
 


 
 
Foreign currency forwards and swaps
—

 
3

 
3

 
Current Other assets
Total assets
—

 
4

 
4

 
 
Designated as Net Investment Hedges
 
 
 
 
 
 
 
Foreign currency denominated debt(1)
—

 
—

 
—

 
Long-term debt
Derivatives Not Designated as Hedges
 
 
 
 
 
 
 
Foreign currency forwards and swaps
—

 
(1
)
 
(1
)
 
Current Other liabilities
Total liabilities
—

 
(1
)
 
(1
)
 
 
As of December 31, 2015
 
 
 
 
 
 
 
Derivatives Not Designated as Hedges
 
 
 
 
 
 
 
Foreign currency forwards and swaps
—

 
2

 
2

 
Current Other assets
Total assets
—

 
2

 
2

 
 
Designated as a Net Investment Hedge
 
 
 
 
 
 
 
Foreign currency denominated debt(1)
—

 
—

 
—

 
Long-term debt
Derivatives Not Designated as Hedges
 
 
 
 
 
 
 
Foreign currency forwards and swaps
—

 
(2
)
 
(2
)
 
Current Other liabilities
Total liabilities
—

 
(2
)
 
(2
)
 
 
______________________________
(1) 
Included in the unaudited consolidated balance sheets at carrying amount.
Carrying values and fair values of financial instruments that are not carried at fair value are as follows:
 
 
 
Fair Value Measurement
 
Carrying
Amount
 
Significant Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
 
(In $ millions)
As of September 30, 2016
 
 
 
 
 
 
 
Cost investments
148

 
—

 
—

 
—

Insurance contracts in nonqualified trusts
49

 
49

 
—

 
49

Long-term debt, including current installments of long-term debt
2,964

 
2,910

 
224

 
3,134

As of December 31, 2015
 
 
 
 
 
 
 
Cost investments
151

 
—

 
—

 
—

Insurance contracts in nonqualified trusts
55

 
55

 
—

 
55

Long-term debt, including current installments of long-term debt
2,542

 
2,348

 
238

 
2,586

In general, the cost investments included in the table above are not publicly traded and their fair values are not readily determinable; however, the Company believes the carrying values approximate or are less than the fair values. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of

25


long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under capital leases, which are included in long-term debt, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement.
As of September 30, 2016 and December 31, 2015, the fair values of cash and cash equivalents, receivables, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt.
16. Commitments and Contingencies
Commitments
Guarantees
The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations. The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following:
•
Demerger Obligations
In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") (Note 10).
The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of September 30, 2016 are $74 million. Most of the divestiture agreements have become time barred and/or any notified environmental damage claims have been partially settled.
The Company has also undertaken in the demerger agreement to indemnify Hoechst and its legal successors for (i) 33.33% of any and all Category A liabilities that result from Hoechst being held as the responsible party pursuant to public law or current or future environmental law or by third parties pursuant to private or public law related to contamination and (ii) liabilities that Hoechst is required to discharge, including tax liabilities, which are associated with businesses that were included in the demerger but were not demerged due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time limitations. The Company has not been requested by Hoechst to make any payments in connection with this indemnification. Accordingly, the Company has not made any payments to Hoechst and its legal successors.
Based on the Company's evaluation of currently available information, including the lack of requests for indemnification, the Company cannot estimate the Possible Loss for the remaining demerger obligations, if any, in excess of amounts accrued.
•
Divestiture Obligations
The Company and its predecessor companies agreed to indemnify third-party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to any significant risk (Note 10).
The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the obligations contain monetary and/or time limitations, which extend through 2037. The aggregate amount of outstanding indemnifications and guarantees provided for under these agreements is $202 million as of September 30, 2016. Other agreements do not provide for any monetary or time limitations.

26


Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the Possible Loss for the remaining divestiture obligations, if any, in excess of amounts accrued.
Purchase Obligations
In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. The Company does not expect to incur any material losses under take-or-pay contractual arrangements. Additionally, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements. As of September 30, 2016, the Company had unconditional purchase obligations of $2.6 billion, which extend through 2036.
Contingencies
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, commercial contracts, employment, antitrust, intellectual property, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, prior acquisitions and divestitures, claims of legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to our results of operations, cash flows or financial position.
17. Segment Information
 
Advanced
Engineered
Materials
 
Consumer
Specialties
 
Industrial
Specialties
 
Acetyl
Intermediates
 
Other
Activities
 
Eliminations
 
Consolidated
 
 
(In $ millions)
 
 
Three Months Ended September 30, 2016
 
Net sales
365

 
225

 
245

(1) 
589

(1) 
—

 
(101
)
 
1,323

 
Other (charges) gains, net (Note 12)
—

 
(1
)
 
—

 
(1
)
 
(1
)
 
—

 
(3
)
 
Operating profit (loss)
93

 
68

 
25

 
83

 
(23
)
 
—

 
246

 
Equity in net earnings (loss) of affiliates
33

 
1

 
—

 
1

 
6

 
—

 
41

 
Depreciation and amortization
22

 
12

 
9

 
27

 
2

 
—

 
72

 
Capital expenditures
14

 
11

 
15

 
17

 
3

 
—

 
60

(2) 
 
Three Months Ended September 30, 2015
 
Net sales
326

 
247


274

(1) 
680

(1) 
—

 
(114
)
 
1,413

 
Other (charges) gains, net (Note 12)
(2
)
 
—

 
—

 
—

 
(2
)
 
—

 
(4
)
 
Operating profit (loss)
58

 
77

 
19

 
54

 
(22
)
 
—

 
186

 
Equity in net earnings (loss) of affiliates
43

 
1

 
—

 
2

 
4

 
—

 
50

 
Depreciation and amortization
26

 
15

 
20

 
17


2

 
—

 
80

 
Capital expenditures
17

 
13

 
13

 
52

 
2

 
—

 
97

(2) 
______________________________
(1) 
Net sales for Acetyl Intermediates and Industrial Specialties include intersegment sales of $100 million and $1 million, respectively, for the three months ended September 30, 2016 and $114 million and $0 million, respectively, for the three months ended September 30, 2015.
(2) 
Includes an increase in accrued capital expenditures of $2 million and a decrease of $7 million for the three months ended September 30, 2016 and 2015, respectively.

27


 
Advanced
Engineered
Materials
 
Consumer
Specialties
 
Industrial
Specialties
 
Acetyl
Intermediates
 
Other
Activities
 
Eliminations
 
Consolidated
 
 
(In $ millions)
 
 
Nine Months Ended September 30, 2016
 
Net sales
1,080

 
704

 
760

(1) 
1,844

(1) 
—

 
(310
)
 
4,078

 
Other (charges) gains, net (Note 12)
(2
)
 
(1
)
 
(3
)
 
(2
)
 
(4
)
 
—

 
(12
)
 
Operating profit (loss)
263

 
226

 
85

 
274

 
(73
)
 
1

 
776

 
Equity in net earnings (loss) of affiliates
91

 
2


—

 
4

 
17

 
—

 
114

 
Depreciation and amortization
71

 
34

 
25

 
81

 
7

 
—

 
218

 
Capital expenditures
52

 
29


45

 
40


8

 
—

 
174

(2) 
 
As of September 30, 2016
 
Goodwill and intangible assets, net
340

 
250

 
47

 
194

 
—

 
—

 
831

 
Total assets
2,476

 
1,475

 
790

 
2,431

 
1,585

 
—

 
8,757

 
 
Nine Months Ended September 30, 2015
 
Net sales
1,015

 
723


843

(1) 
2,100

(1) 
—

 
(341
)
 
4,340

 
Other (charges) gains, net (Note 12)
(6
)
 
(1
)
 
(2
)
 
(2
)
 
(8
)
 
—

 
(19
)
 
Operating profit (loss)
184

 
216

 
76

 
239

 
(84
)
 
—

 
631

 
Equity in net earnings (loss) of affiliates
117

 
2

 
—

 
4

 
15

 
—

 
138

 
Depreciation and amortization
75

 
38

 
39

(3) 
93

(3) 
7

 
—

 
252

 
Capital expenditures
50

 
50


32

 
260


4

 
—

 
396

(2) 
 
As of December 31, 2015
 
Goodwill and intangible assets, net
338

 
249

 
49

 
194

 
—

 
—

 
830

 
Total assets
2,324

 
1,458

 
747

 
2,387

 
1,670

 
—

 
8,586

 
______________________________
(1) 
Net sales for Acetyl Intermediates and Industrial Specialties include intersegment sales of $308 million and $2 million, respectively, for the nine months ended September 30, 2016 and $341 million and $0 million, respectively, for the nine months ended September 30, 2015.
(2) 
Includes a decrease in accrued capital expenditures of $12 million and $35 million for the nine months ended September 30, 2016 and 2015, respectively.
(3) 
See Note 12 - Other (Charges) Gains, Net for further information.
18. Earnings (Loss) Per Share
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2016
 
2015
 
2016
 
2015
 
(In $ millions, except share data)
Amounts attributable to Celanese Corporation
 
 
 
 
 
 
 
Earnings (loss) from continuing operations
265

 
161

 
742

 
604

Earnings (loss) from discontinued operations
(3
)
 
—

 
(2
)
 
(2
)
Net earnings (loss)
262

 
161

 
740

 
602

 
 
 
 
 
 
 
 
Weighted average shares - basic
144,005,098

 
149,800,029

 
145,959,821

 
152,153,057

Incremental shares attributable to equity awards
596,367

 
1,204,052


625,739

 
1,267,392

Weighted average shares - diluted
144,601,465

 
151,004,081

 
146,585,560

 
153,420,449

During the three and nine months ended September 30, 2016, there were no anti-dilutive equity awards excluded from the computation of diluted net earnings per share. During the same periods in 2015, there were 15,079 and 45,393 equity award shares, respectively, excluded from the computation of diluted net earnings per share.

28


19. Consolidating Guarantor Financial Information
The Senior Notes were issued by Celanese US ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (Note 8). The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Parent Guarantor and Subsidiary Guarantors have guaranteed the Notes fully and unconditionally and jointly and severally.
For cash management purposes, the Company transfers cash between the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Company's outstanding debt, Common Stock dividends and Common Stock repurchases. The unaudited interim consolidating statements of cash flows for the nine months ended September 30, 2016 and 2015 present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows.
The Company has not presented separate financial information and other disclosures for each of its Subsidiary Guarantors because it believes such financial information and other disclosures would not provide investors with any additional information that would be material in evaluating the sufficiency of the guarantees.
The unaudited interim consolidating financial statements for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and the non-guarantors are as follows:

29


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
 
Three Months Ended September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net sales
—

 
—

 
544

 
1,052

 
(273
)
 
1,323

Cost of sales
—

 
—

 
(414
)
 
(824
)
 
270

 
(968
)
Gross profit
—

 
—

 
130

 
228

 
(3
)
 
355

Selling, general and administrative expenses
—

 
—

 
(19
)
 
(62
)
 
—

 
(81
)
Amortization of intangible assets
—

 
—

 
(1
)
 
(2
)
 
—

 
(3
)
Research and development expenses
—

 
—

 
(8
)
 
(12
)
 
—

 
(20
)
Other (charges) gains, net
—

 
—

 
—

 
(3
)
 
—

 
(3
)
Foreign exchange gain (loss), net
—

 
—

 
—

 
(1
)
 
—

 
(1
)
Gain (loss) on disposition of businesses and assets, net
—

 
—

 
(3
)
 
2

 
—

 
(1
)
Operating profit (loss)
—

 
—

 
99

 
150

 
(3
)
 
246

Equity in net earnings (loss) of affiliates
262

 
250

 
169

 
36

 
(676
)
 
41

Interest expense
—

 
(5
)
 
(20
)
 
(7
)
 
4

 
(28
)
Refinancing expense
—

 
(4
)
 
—

 
—

 
—

 
(4
)
Interest income
—

 
3

 
—

 
1

 
(4
)
 
—

Dividend income - cost investments
—

 
—

 
—

 
26

 
—

 
26

Other income (expense), net
—

 
—

 
1

 
(1
)
 
—

 
—

Earnings (loss) from continuing operations before tax
262

 
244

 
249

 
205

 
(679
)
 
281

Income tax (provision) benefit
—

 
18

 
(23
)
 
(11
)
 
1

 
(15
)
Earnings (loss) from continuing operations
262

 
262

 
226

 
194

 
(678
)
 
266

Earnings (loss) from operation of discontinued operations
—

 
—

 
(2
)
 
(2
)
 
—

 
(4
)
Income tax (provision) benefit from discontinued operations
—

 
—

 
—

 
1

 
—

 
1

Earnings (loss) from discontinued operations
—

 
—

 
(2
)
 
(1
)
 
—

 
(3
)
Net earnings (loss)
262

 
262

 
224

 
193

 
(678
)
 
263

Net (earnings) loss attributable to noncontrolling interests
—

 
—

 
—

 
(1
)
 
—

 
(1
)
Net earnings (loss) attributable to Celanese Corporation
262

 
262

 
224

 
192

 
(678
)
 
262


30


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
 
Three Months Ended September 30, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net sales
—

 
—

 
553

 
1,119

 
(259
)
 
1,413

Cost of sales
—

 
—

 
(424
)
 
(974
)
 
288

 
(1,110
)
Gross profit
—

 
—

 
129

 
145

 
29

 
303

Selling, general and administrative expenses
—

 
—

 
(22
)
 
(71
)
 
—

 
(93
)
Amortization of intangible assets
—

 
—

 
(1
)
 
(2
)
 
—

 
(3
)
Research and development expenses
—

 
—

 
(9
)
 
(10
)
 
—

 
(19
)
Other (charges) gains, net
—

 
—

 
1

 
(5
)
 
—

 
(4
)
Foreign exchange gain (loss), net
—

 
—

 
—

 
3

 
—

 
3

Gain (loss) on disposition of businesses and assets, net
—

 
—

 
(2
)
 
1

 
—

 
(1
)
Operating profit (loss)
—

 
—

 
96

 
61

 
29

 
186

Equity in net earnings (loss) of affiliates
161

 
173

 
77

 
47

 
(408
)
 
50

Interest expense
—

 
(23
)
 
(2
)
 
(8
)
 
4

 
(29
)
Refinancing expense
—

 
—

 
—

 
—

 
—

 
—

Interest income
—

 
2

 
—

 
2

 
(4
)
 
—

Dividend income - cost investments
—

 
—

 
—

 
26

 
—

 
26

Other income (expense), net
—

 
(1
)
 
1

 
(8
)
 
—

 
(8
)
Earnings (loss) from continuing operations before tax
161

 
151

 
172

 
120

 
(379
)
 
225

Income tax (provision) benefit
—

 
10

 
(30
)
 
(45
)
 
(9
)
 
(74
)
Earnings (loss) from continuing operations
161

 
161

 
142

 
75

 
(388
)
 
151

Earnings (loss) from operation of discontinued operations
—

 
—

 
—

 
—

 
—

 
—

Income tax (provision) benefit from discontinued operations
—

 
—

 
—

 
—

 
—

 
—

Earnings (loss) from discontinued operations
—

 
—

 
—

 
—

 
—

 
—

Net earnings (loss)
161

 
161

 
142

 
75

 
(388
)
 
151

Net (earnings) loss attributable to noncontrolling interests
—

 
—

 
—

 
10

 
—

 
10

Net earnings (loss) attributable to Celanese Corporation
161

 
161

 
142

 
85

 
(388
)
 
161


31


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
 
Nine Months Ended September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net sales
—

 
—

 
1,663

 
3,264

 
(849
)
 
4,078

Cost of sales
—

 
—

 
(1,270
)
 
(2,580
)
 
855

 
(2,995
)
Gross profit
—

 
—

 
393

 
684

 
6

 
1,083

Selling, general and administrative expenses
—

 
—

 
(41
)
 
(191
)
 
—

 
(232
)
Amortization of intangible assets
—

 
—

 
(3
)
 
(4
)
 
—

 
(7
)
Research and development expenses
—

 
—

 
(24
)
 
(34
)
 
—

 
(58
)
Other (charges) gains, net
—

 
—

 
(1
)
 
(11
)
 
—

 
(12
)
Foreign exchange gain (loss), net
—

 
—

 
—

 
1

 
—

 
1

Gain (loss) on disposition of businesses and assets, net
—

 
—

 
(6
)
 
7

 
—

 
1

Operating profit (loss)
—

 
—

 
318

 
452

 
6

 
776

Equity in net earnings (loss) of affiliates
740

 
742

 
472

 
107

 
(1,947
)
 
114

Interest expense
—

 
(11
)
 
(71
)
 
(21
)
 
12

 
(91
)
Refinancing expense
—

 
(4
)
 
(2
)
 
—

 
—

 
(6
)
Interest income
—

 
7

 
2

 
4

 
(12
)
 
1

Dividend income - cost investments
—

 
—

 
—

 
82

 
—

 
82

Other income (expense), net
—

 
(1
)
 
1

 
(2
)
 
—

 
(2
)
Earnings (loss) from continuing operations before tax
740

 
733

 
720

 
622

 
(1,941
)
 
874

Income tax (provision) benefit
—

 
7

 
(63
)
 
(70
)
 
(1
)
 
(127
)
Earnings (loss) from continuing operations
740

 
740

 
657

 
552

 
(1,942
)
 
747

Earnings (loss) from operation of discontinued operations
—

 
—

 
(2
)
 
(1
)
 
—

 
(3
)
Income tax (provision) benefit from discontinued operations
—

 
—

 
—

 
1

 
—

 
1

Earnings (loss) from discontinued operations
—

 
—

 
(2
)
 
—

 
—

 
(2
)
Net earnings (loss)
740

 
740

 
655

 
552

 
(1,942
)
 
745

Net (earnings) loss attributable to noncontrolling interests
—

 
—

 
—

 
(5
)
 
—

 
(5
)
Net earnings (loss) attributable to Celanese Corporation
740

 
740

 
655

 
547

 
(1,942
)
 
740


32


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
 
Nine Months Ended September 30, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net sales
—

 
—

 
1,885

 
3,426

 
(971
)
 
4,340

Cost of sales
—

 
—

 
(1,329
)
 
(2,969
)
 
1,017

 
(3,281
)
Gross profit
—

 
—

 
556

 
457

 
46

 
1,059

Selling, general and administrative expenses
—

 
—

 
(75
)
 
(222
)
 
—

 
(297
)
Amortization of intangible assets
—

 
—

 
(4
)
 
(5
)
 
—

 
(9
)
Research and development expenses
—

 
—

 
(68
)
 
(30
)
 
—

 
(98
)
Other (charges) gains, net
—

 
—

 
(2
)
 
(17
)
 
—

 
(19
)
Foreign exchange gain (loss), net
—

 
—

 
—

 
3

 
—

 
3

Gain (loss) on disposition of businesses and assets, net
—

 
—

 
(5
)
 
(3
)
 
—

 
(8
)
Operating profit (loss)
—

 
—

 
402

 
183

 
46

 
631

Equity in net earnings (loss) of affiliates
602

 
696

 
283

 
122

 
(1,565
)
 
138

Interest expense
—

 
(107
)
 
(15
)
 
(28
)
 
64

 
(86
)
Refinancing expense
—

 
—

 
—

 
—

 
—

 
—

Interest income
—

 
15

 
39

 
11

 
(64
)
 
1

Dividend income - cost investments
—

 
—

 
—

 
80

 
—

 
80

Other income (expense), net
—

 
(1
)
 
2

 
(7
)
 
—

 
(6
)
Earnings (loss) from continuing operations before tax
602

 
603

 
711

 
361

 
(1,519
)
 
758

Income tax (provision) benefit
—

 
(1
)
 
(112
)
 
(46
)
 
(11
)
 
(170
)
Earnings (loss) from continuing operations
602

 
602

 
599

 
315

 
(1,530
)
 
588

Earnings (loss) from operation of discontinued operations
—

 
—

 
(3
)
 
—

 
—

 
(3
)
Income tax (provision) benefit from discontinued operations
—

 
—

 
1

 
—

 
—

 
1

Earnings (loss) from discontinued operations
—

 
—

 
(2
)
 
—

 
—

 
(2
)
Net earnings (loss)
602

 
602

 
597

 
315

 
(1,530
)
 
586

Net (earnings) loss attributable to noncontrolling interests
—

 
—

 
—

 
16

 
—

 
16

Net earnings (loss) attributable to Celanese Corporation
602

 
602

 
597

 
331

 
(1,530
)
 
602


33


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net earnings (loss)
262

 
262

 
224

 
193

 
(678
)
 
263

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities
(1
)
 
(1
)
 
—

 
(1
)
 
2

 
(1
)
Foreign currency translation
(8
)
 
(8
)
 
(8
)
 
(4
)
 
20

 
(8
)
Gain (loss) on cash flow hedges
—

 
—

 
—

 
—

 
—

 
—

Pension and postretirement benefits
—

 
—

 
—

 
—

 
—

 
—

Total other comprehensive income (loss), net of tax
(9
)
 
(9
)
 
(8
)
 
(5
)
 
22

 
(9
)
Total comprehensive income (loss), net of tax
253

 
253

 
216

 
188

 
(656
)
 
254

Comprehensive (income) loss attributable to noncontrolling interests
—

 
—

 
—

 
(1
)
 
—

 
(1
)
Comprehensive income (loss) attributable to Celanese Corporation
253

 
253

 
216

 
187

 
(656
)
 
253

 
Three Months Ended September 30, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net earnings (loss)
161

 
161

 
142

 
75

 
(388
)
 
151

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities
1

 
1

 
1

 
1

 
(3
)
 
1

Foreign currency translation
(11
)
 
(11
)
 
4

 
(7
)
 
14

 
(11
)
Gain (loss) on cash flow hedges
(1
)
 
(1
)
 
(1
)
 
(1
)
 
3

 
(1
)
Pension and postretirement benefits
—

 
—

 
—

 
—

 
—

 
—

Total other comprehensive income (loss), net of tax
(11
)
 
(11
)
 
4

 
(7
)
 
14

 
(11
)
Total comprehensive income (loss), net of tax
150

 
150

 
146

 
68

 
(374
)
 
140

Comprehensive (income) loss attributable to noncontrolling interests
—

 
—

 
—

 
10

 
—

 
10

Comprehensive income (loss) attributable to Celanese Corporation
150

 
150

 
146

 
78

 
(374
)
 
150


34


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
Nine Months Ended September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net earnings (loss)
740

 
740

 
655

 
552

 
(1,942
)
 
745

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities
—

 
—

 
—

 
—

 
—

 
—

Foreign currency translation
38

 
38

 
28

 
54

 
(120
)
 
38

Gain (loss) on cash flow hedges
1

 
1

 
1

 
1

 
(3
)
 
1

Pension and postretirement benefits
(1
)
 
(1
)
 
(1
)
 
1

 
1

 
(1
)
Total other comprehensive income (loss), net of tax
38

 
38

 
28

 
56

 
(122
)
 
38

Total comprehensive income (loss), net of tax
778

 
778

 
683

 
608

 
(2,064
)
 
783

Comprehensive (income) loss attributable to noncontrolling interests
—

 
—

 
—

 
(5
)
 
—

 
(5
)
Comprehensive income (loss) attributable to Celanese Corporation
778

 
778

 
683

 
603

 
(2,064
)
 
778

 
Nine Months Ended September 30, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net earnings (loss)
602

 
602

 
597

 
315

 
(1,530
)
 
586

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities
—

 
—

 
—

 
—

 
—

 
—

Foreign currency translation
(130
)
 
(130
)
 
(110
)
 
(144
)
 
384

 
(130
)
Gain (loss) on cash flow hedges
2

 
2

 
5

 
2

 
(9
)
 
2

Pension and postretirement benefits
1

 
1

 
—

 
4

 
(5
)
 
1

Total other comprehensive income (loss), net of tax
(127
)
 
(127
)
 
(105
)
 
(138
)
 
370

 
(127
)
Total comprehensive income (loss), net of tax
475

 
475

 
492

 
177

 
(1,160
)
 
459

Comprehensive (income) loss attributable to noncontrolling interests
—

 
—

 
—

 
16

 
—

 
16

Comprehensive income (loss) attributable to Celanese Corporation
475

 
475

 
492

 
193

 
(1,160
)
 
475


35


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATING BALANCE SHEET
 
As of September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
2

 
652

 
598

 
—

 
1,252

Trade receivables - third party and affiliates
—

 
—

 
122

 
808

 
(139
)
 
791

Non-trade receivables, net
38

 
545

 
233

 
307

 
(909
)
 
214

Inventories, net
—

 
—

 
228

 
469

 
(45
)
 
652

Deferred income taxes
—

 
—

 
—

 
—

 
—

 
—

Marketable securities, at fair value
—

 
—

 
34

 
—

 
—

 
34

Other assets
—

 
13

 
15

 
40

 
(33
)
 
35

Total current assets
38

 
560

 
1,284

 
2,222

 
(1,126
)
 
2,978

Investments in affiliates
2,672

 
4,181

 
3,689

 
764

 
(10,442
)
 
864

Property, plant and equipment, net
—

 
—

 
1,025

 
2,553

 
—

 
3,578

Deferred income taxes
—

 
—

 
153

 
65

 
(2
)
 
216

Other assets
—

 
705

 
144

 
229

 
(788
)
 
290

Goodwill
—

 
—

 
314

 
398

 
—

 
712

Intangible assets, net
—

 
—

 
49

 
70

 
—

 
119

Total assets
2,710

 
5,446

 
6,658

 
6,301

 
(12,358
)
 
8,757

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings and current installments of long-term debt - third party and affiliates
—

 
—

 
136

 
210

 
(254
)
 
92

Trade payables - third party and affiliates
—

 
1

 
254

 
475

 
(139
)
 
591

Other liabilities
—

 
29

 
174

 
222

 
(126
)
 
299

Deferred income taxes
—

 
—

 
—

 
—

 
—

 
—

Income taxes payable
—

 
—

 
574

 
103

 
(561
)
 
116

Total current liabilities
—

 
30

 
1,138

 
1,010

 
(1,080
)
 
1,098

Noncurrent Liabilities
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
2,717

 
822

 
172

 
(788
)
 
2,923

Deferred income taxes
—

 
27

 
—

 
114

 
(2
)
 
139

Uncertain tax positions
—

 
—

 
—

 
111

 
(10
)
 
101

Benefit obligations
—

 
—

 
900

 
224

 
—

 
1,124

Other liabilities
—

 
—

 
76

 
145

 
—

 
221

Total noncurrent liabilities
—

 
2,744

 
1,798

 
766

 
(800
)
 
4,508

Total Celanese Corporation stockholders' equity
2,710

 
2,672

 
3,722

 
4,084

 
(10,478
)
 
2,710

Noncontrolling interests
—

 
—

 
—

 
441

 
—

 
441

Total equity
2,710

 
2,672

 
3,722

 
4,525

 
(10,478
)
 
3,151

Total liabilities and equity
2,710

 
5,446

 
6,658

 
6,301

 
(12,358
)
 
8,757


36


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATING BALANCE SHEET
 
As of December 31, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
—

 
21

 
946

 
—

 
967

Trade receivables - third party and affiliates
—

 
—

 
132

 
722

 
(148
)
 
706

Non-trade receivables, net
37

 
580

 
298

 
522

 
(1,152
)
 
285

Inventories, net
—

 
—

 
258

 
474

 
(50
)
 
682

Deferred income taxes
—

 
—

 
19

 
68

 
(19
)
 
68

Marketable securities, at fair value
—

 
—

 
30

 
—

 
—

 
30

Other assets
—

 
12

 
28

 
40

 
(31
)
 
49

Total current assets
37

 
592

 
786

 
2,772

 
(1,400
)
 
2,787

Investments in affiliates
2,341

 
3,947

 
3,909

 
738

 
(10,097
)
 
838

Property, plant and equipment, net
—

 
—

 
1,001

 
2,608

 
—

 
3,609

Deferred income taxes
—

 
2

 
178

 
42

 
—

 
222

Other assets
—

 
418

 
151

 
227

 
(496
)
 
300

Goodwill
—

 
—

 
314

 
391

 
—

 
705

Intangible assets, net
—

 
—

 
51

 
74

 
—

 
125

Total assets
2,378

 
4,959

 
6,390

 
6,852

 
(11,993
)
 
8,586

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings and current installments of long-term debt - third party and affiliates
—

 
479

 
181

 
213

 
(360
)
 
513

Trade payables - third party and affiliates
—

 
—

 
240

 
495

 
(148
)
 
587

Other liabilities
—

 
28

 
281

 
283

 
(262
)
 
330

Deferred income taxes
—

 
26

 
—

 
23

 
(19
)
 
30

Income taxes payable
—

 
—

 
537

 
116

 
(563
)
 
90

Total current liabilities
—

 
533

 
1,239

 
1,130

 
(1,352
)
 
1,550

Noncurrent Liabilities
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
—

 
2,078

 
706

 
187

 
(503
)
 
2,468

Deferred income taxes
—

 
—

 
—

 
136

 
—

 
136

Uncertain tax positions
—

 
7

 
29

 
131

 
—

 
167

Benefit obligations
—

 
—

 
960

 
229

 
—

 
1,189

Other liabilities
—

 
—

 
93

 
155

 
(1
)
 
247

Total noncurrent liabilities
—

 
2,085

 
1,788

 
838

 
(504
)
 
4,207

Total Celanese Corporation stockholders' equity
2,378

 
2,341

 
3,363

 
4,433

 
(10,137
)
 
2,378

Noncontrolling interests
—

 
—

 
—

 
451

 
—

 
451

Total equity
2,378

 
2,341

 
3,363

 
4,884

 
(10,137
)
 
2,829

Total liabilities and equity
2,378

 
4,959

 
6,390

 
6,852

 
(11,993
)
 
8,586


37


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS
 
Nine Months Ended September 30, 2016
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net cash provided by (used in) operating activities
447

 
437

 
299

 
602

 
(845
)
 
940

Investing Activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures on property, plant and equipment
—

 
—

 
(100
)
 
(86
)
 
—

 
(186
)
Acquisitions, net of cash acquired
—

 
—

 
—

 
—

 
—

 
—

Proceeds from sale of businesses and assets, net
—

 
—

 
1

 
7

 
—

 
8

Capital expenditures related to Fairway Methanol LLC
—

 
—

 
—

 
—

 
—

 
—

Return of capital from subsidiary
—

 
145

 
750

 
—

 
(895
)
 
—

Contributions to subsidiary
—

 
—

 
—

 
—

 
—

 
—

Intercompany loan receipts (disbursements)
—

 
(283
)
 
(9
)
 
90

 
202

 
—

Other, net
—

 
—

 
(9
)
 
(5
)
 
—

 
(14
)
Net cash provided by (used in) investing activities
—

 
(138
)
 
633

 
6

 
(693
)
 
(192
)
Financing Activities
 

 
 

 
 

 
 

 
 

 
 

Net change in short-term borrowings with maturities of 3 months or less
—

 
(344
)
 
6

 
—

 
(9
)
 
(347
)
Proceeds from short-term borrowings
—

 
—

 
—

 
39

 
—

 
39

Repayments of short-term borrowings
—

 
—

 
—

 
(76
)
 
—

 
(76
)
Proceeds from long-term debt
—

 
1,589

 
746

 
—

 
(826
)
 
1,509

Repayments of long-term debt
—

 
(1,082
)
 
(635
)
 
(11
)
 
633

 
(1,095
)
Purchases of treasury stock, including related fees
(300
)
 
—

 
—

 
—

 
—

 
(300
)
Dividends to parent
—

 
(447
)
 
(398
)
 
—

 
845

 
—

Contributions from parent
—

 
—

 
—

 
—

 
—

 
—

Stock option exercises
3

 
—

 
—

 
—

 
—

 
3

Series A common stock dividends
(150
)
 
—

 
—

 
—

 
—

 
(150
)
Return of capital to parent
—

 
—

 
—

 
(895
)
 
895

 
—

(Distributions to) contributions from noncontrolling interests
—

 
—

 
—

 
(15
)
 
—

 
(15
)
Other, net
—

 
(13
)
 
(20
)
 
(2
)
 
—

 
(35
)
Net cash provided by (used in) financing activities
(447
)
 
(297
)
 
(301
)
 
(960
)
 
1,538

 
(467
)
Exchange rate effects on cash and cash equivalents
—

 
—

 
—

 
4

 
—

 
4

Net increase (decrease) in cash and cash equivalents
—

 
2

 
631

 
(348
)
 
—

 
285

Cash and cash equivalents as of beginning of period
—

 
—

 
21

 
946

 
—

 
967

Cash and cash equivalents as of end of period
—

 
2

 
652

 
598

 
—

 
1,252


38


CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS
 
Nine Months Ended September 30, 2015
 
Parent
Guarantor
 
Issuer
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Consolidated
 
(In $ millions)
Net cash provided by (used in) operating activities
549

 
507

 
406

 
380

 
(1,116
)
 
726

Investing Activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures on property, plant and equipment
—

 
—

 
(100
)
 
(68
)
 
—

 
(168
)
Acquisitions, net of cash acquired
—

 
—

 
(3
)
 
—

 
—

 
(3
)
Proceeds from sale of businesses and assets, net
—

 
—

 
—

 
—

 
—

 
—

Capital expenditures related to Fairway Methanol LLC
—

 
—

 
(19
)
 
(244
)
 
—

 
(263
)
Return of capital from subsidiary
—

 
—

 
—

 
—

 
—

 
—

Contributions to subsidiary
—

 
—

 
(92
)
 
—

 
92

 
—

Intercompany loan receipts (disbursements)
—

 
(342
)
 
(29
)
 
(15
)
 
386

 
—

Other, net
—

 
—

 
(12
)
 
(15
)
 
—

 
(27
)
Net cash provided by (used in) investing activities
—

 
(342
)
 
(255
)
 
(342
)
 
478

 
(461
)
Financing Activities
 
 
 
 
 
 
 
 
 
 
 
Net change in short-term borrowings with maturities of 3 months or less
—

 
374

 
2

 
(1
)
 
(29
)
 
346

Proceeds from short-term borrowings
—

 
—

 
—

 
40

 
—

 
40

Repayments of short-term borrowings
—

 
—

 
—

 
(60
)
 
—

 
(60
)
Proceeds from long-term debt
—

 
15

 
345

 
—

 
(360
)
 
—

Repayments of long-term debt
—

 
(7
)
 
(3
)
 
(11
)
 
3

 
(18
)
Purchases of treasury stock, including related fees
(420
)
 
—

 
—

 
—

 
—

 
(420
)
Dividends to parent
—

 
(547
)
 
(569
)
 
—

 
1,116

 
—

Contributions from parent
—

 
—

 
—

 
92

 
(92
)
 
—

Stock option exercises
2

 
—

 
—

 
—

 
—

 
2

Series A common stock dividends
(131
)
 
—

 
—

 
—

 
—

 
(131
)
Return of capital to parent
—

 
—

 
—

 
—

 
—

 
—

(Distributions to) contributions from noncontrolling interests
—

 
—

 
—

 
187

 
—

 
187

Other, net
—

 
—

 
(9
)
 
(1
)
 
—

 
(10
)
Net cash provided by (used in) financing activities
(549
)
 
(165
)
 
(234
)
 
246

 
638

 
(64
)
Exchange rate effects on cash and cash equivalents
—

 
—

 
—

 
(29
)
 
—

 
(29
)
Net increase (decrease) in cash and cash equivalents
—

 
—

 
(83
)
 
255

 
—

 
172

Cash and cash equivalents as of beginning of period
—

 
—

 
110

 
670

 
—

 
780

Cash and cash equivalents as of end of period
—

 
—

 
27

 
925

 
—

 
952


39


20. Subsequent Events
On October 13, 2016, the Company signed a definitive agreement to purchase 100% of the stock of SO.F.TER. Group, based in Forli, Italy, which includes its comprehensive product portfolio of engineering thermoplastics and thermoplastic elastomers, as well as all of its manufacturing, technology and commercial facilities and customer agreements. The acquisition will be funded from cash on hand or from borrowings under the Company's senior unsecured revolving credit facility. The acquired operations will be included in the Advanced Engineered Materials segment. The Company expects the acquisition to close in the fourth quarter of 2016, subject to regulatory approvals and other customary closing conditions, and does not expect the acquisition to be material to its 2016 financial position or results of operations.

40


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese US" refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2015 filed on February 5, 2016 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Reporting on Form 10-K ("2015 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2015 Form 10-K.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
See Part I - Item 1A. Risk Factors of our 2015 Form 10-K and subsequent periodic filings we make with the SEC for a description of certain risk factors that you should consider which could significantly affect our financial results. In addition, the following factors could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, among other things:
•
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 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 us;

41


•
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.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of their dates.
Overview
We are a global technology and specialty materials company. We are one of the world's largest producers of acetyl products, which are intermediate chemicals, for nearly all major industries, as well as a leading global producer of high performance engineered polymers that are used in a variety of high-value applications. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including paints and coatings, textiles, automotive applications, consumer and medical applications, performance industrial applications, filtration applications, paper and packaging, chemical additives, construction, consumer and industrial adhesives, and food and beverage applications. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.
Our large and diverse global customer base primarily consists of major companies in a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on shared principles and objectives, and a clear focus on growth and value creation. Known for operational excellence and execution of our business strategies, we deliver value to customers around the globe with best-in-class technologies and solutions.
We are organized around two complementary cores, Materials Solutions and the Acetyl Chain. Together, these two value drivers share raw materials, technology, integrated systems and research resources to increase efficiency and quickly respond to market needs. Within Materials Solutions and the Acetyl Chain, we operate principally through four business segments: Materials Solutions includes Advanced Engineered Materials and Consumer Specialties business segments, and the Acetyl Chain includes Industrial Specialties and Acetyl Intermediates business segments.

42


Results of Operations
Financial Highlights
 
Three Months Ended September 30,
 
 
 
Nine Months Ended September 30,
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
(unaudited)
 
(In $ millions, except percentages)
Statement of Operations Data
 

 
 
 
 
 
 

 
 

 
 
Net sales
1,323

 
1,413

 
(90
)
 
4,078

 
4,340

 
(262
)
Gross profit
355

 
303

 
52

 
1,083

 
1,059

 
24

Selling, general and administrative ("SG&A") expenses
(81
)
 
(93
)
 
12

 
(232
)
 
(297
)
 
65

Other (charges) gains, net
(3
)
 
(4
)
 
1

 
(12
)
 
(19
)
 
7

Operating profit (loss)
246

 
186

 
60

 
776

 
631

 
145

Equity in net earnings of affiliates
41

 
50

 
(9
)
 
114

 
138

 
(24
)
Interest expense
(28
)
 
(29
)
 
1

 
(91
)
 
(86
)
 
(5
)
Refinancing expense
(4
)
 
—

 
(4
)
 
(6
)
 
—

 
(6
)
Dividend income - cost investments
26

 
26

 
—

 
82

 
80

 
2

Earnings (loss) from continuing operations before tax
281

 
225

 
56

 
874

 
758

 
116

Earnings (loss) from continuing operations
266

 
151

 
115

 
747

 
588

 
159

Earnings (loss) from discontinued operations
(3
)
 
—

 
(3
)
 
(2
)
 
(2
)
 
—

Net earnings (loss)
263

 
151

 
112

 
745

 
586

 
159

Net earnings (loss) attributable to Celanese Corporation
262

 
161

 
101

 
740

 
602

 
138

Other Data
 

 
 

 
 
 
 

 
 

 
 
Depreciation and amortization
72

 
80

 
(8
)
 
218

 
252

 
(34
)
SG&A expenses as a percentage of Net sales
6.1
%
 
6.6
%
 
 
 
5.7
%
 
6.8
%
 
 
Operating margin(1)
18.6
%
 
13.2
%
 


 
19.0
%
 
14.5
%
 


Other (charges) gains, net
 
 
 
 
 
 
 
 
 
 
 
Employee termination benefits
(3
)
 
(6
)
 
3

 
(11
)
 
(20
)
 
9

Asset impairments
—

 
(1
)
 
1

 
(1
)
 
(1
)
 
—

Commercial disputes
—

 
3

 
(3
)
 
—

 
2

 
(2
)
Total Other (charges) gains, net
(3
)
 
(4
)
 
1

 
(12
)
 
(19
)
 
7

______________________________
(1) 
Defined as Operating profit (loss) divided by Net sales.
 
As of
September 30,
2016
 
As of
December 31,
2015
 
(unaudited)
 
(In $ millions)
Balance Sheet Data
 

 
 

Cash and cash equivalents
1,252

 
967

 
 
 
 
Short-term borrowings and current installments of long-term debt - third party and affiliates
92

 
513

Long-term debt, net of unamortized deferred financing costs
2,923

 
2,468

Total debt
3,015

 
2,981


43


Factors Affecting Business Segment Net Sales
The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(unaudited)
 
(In percentages)
Advanced Engineered Materials
16

 
(4
)
 
—

 
—
 
12

Consumer Specialties
(2
)
 
(7
)
 
—

 
—
 
(9
)
Industrial Specialties
(1
)
 
(9
)
 
(1
)
 
—
 
(11
)
Acetyl Intermediates
(3
)
 
(11
)
 
—

 
1
 
(13
)
Total Company
1

 
(9
)
 
—

 
2
 
(6
)
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
 
Volume
 
Price
 
Currency
 
Other
 
Total
 
(unaudited)
 
(In percentages)
Advanced Engineered Materials
9

 
(3
)
 
—

 
—
 
6

Consumer Specialties
5

 
(8
)
 
—

 
—
 
(3
)
Industrial Specialties
(1
)
 
(9
)
 
—

 
—
 
(10
)
Acetyl Intermediates
(1
)
 
(12
)
 
(1
)
 
2
 
(12
)
Total Company
2

 
(10
)
 
—

 
2
 
(6
)
Consolidated Results
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
Net sales decreased $90 million, or 6.4%, for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower vinyl acetate monomer ("VAM") pricing and volume and lower acetic acid pricing in our Acetyl Intermediates segment;
•
lower acetate tow pricing and volume in our Consumer Specialties segment; and
•
lower pricing in our Industrial Specialties segment;
partially offset by:
•
higher volume for polyoxymethylene ("POM") in our Advanced Engineered Materials segment.
Operating profit increased $60 million, or 32.3%, for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower raw material costs across most of our business segments;
partially offset by:
•
lower Net sales.

44


As a percentage of Net sales, SG&A expenses decreased from 6.6% to 6.1% for the three months ended September 30, 2016 compared to the same period in 2015, primarily due to:
•
productivity initiatives across most of our business segments.
Our effective income tax rate for the three months ended September 30, 2016 was 5% compared to 33% for the same period in 2015. Our lower effective income tax rate is primarily due to remeasurement of prior year tax positions due to audit closures and technical clarifications in certain jurisdictions of $52 million.
Our effective income tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amounts and mix of income and loss in those jurisdictions to which they relate, as well as discrete items and non-deductible expenses that may occur in any given year, but are not consistent from year to year.
See Note 13 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Net sales decreased $262 million, or 6.0%, for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower acetic acid and VAM pricing in our Acetyl Intermediates segment;
•
lower pricing in our Industrial Specialties segment; and
•
lower acetate tow pricing in our Consumer Specialties segment;
partially offset by:
•
higher acetate tow volume in our Consumer Specialties segment; and
•
higher volume for POM in our Advanced Engineered Materials segment.
Operating profit increased $145 million, or 23.0%, for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower raw material costs across all of our business segments;
•
a decrease in SG&A; and
•
an increase in depreciation and amortization expense in our Acetyl Intermediates segment during the nine months ended September 30, 2015 as a result of $39 million in accelerated depreciation expense in the prior year related to property, plant and equipment no longer in use at our ethanol technology development unit in Clear Lake, Texas, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information;
partially offset by:
•
lower Net sales.
As a percentage of Net sales, SG&A expenses decreased from 6.8% to 5.7% for the nine months ended September 30, 2016 compared to the same period in 2015, primarily due to:
•
productivity initiatives across most of our business segments; and
•
lower functional spending and incentive compensation costs.
Equity in net earnings (loss) of affiliates decreased $24 million for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
a decrease in equity investment in earnings of $40 million from our Ibn Sina strategic affiliate as a result of lower pricing for methanol and methyl tertiary-butyl ether ("MTBE") and higher raw material costs.

45


Our effective income tax rate for the nine months ended September 30, 2016 was 15% compared to 22% for the same period in 2015. Our lower effective income tax rate is primarily due to remeasurement of prior year tax positions due to audit closures and technical clarifications in certain jurisdictions of $52 million.
Assuming no material changes to tax rules and regulations or cash repatriation plans, we expect to realize operational savings in connection with the establishment of our centralized European headquarters, which will directly impact the mix of our earnings and may result in favorable income tax impacts in subsequent years. Our effective tax rate will vary based on the jurisdictions in which income is actually generated and remains subject to potential volatility from changing tax legislation in the US and other tax jurisdictions. We continue to assess our business model and its impact in various jurisdictions. On April 4, 2016, the US Department of the Treasury announced the issuance of proposed regulations regarding corporate tax inversions and related earnings stripping. These proposed regulations, which were to be effective 90 days after finalization, included provisions that may be interpreted to impact other common tax structures including intercompany financing and obligations. Subsequent to the balance sheet date of September 30, 2016, on October 13, 2016, the US Department of Treasury issued the final regulations. We are currently evaluating the tax consequences of the new regulations to our cross-border treasury management practices and intercompany financing structure.
Business Segments
Advanced Engineered Materials
 
Three Months Ended September 30,
 
Change
 
% Change
 
Nine Months Ended September 30,
 
Change
 
% Change
 
2016
 
2015
 
 
 
2016
 
2015
 
 
 
(unaudited)
 
(In $ millions, except percentages)
Net sales
365

 
326

 
39

 
12.0
 %
 
1,080

 
1,015

 
65

 
6.4
 %
Net Sales Variance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
16
 %
 
 
 
 
 
 
 
9
 %
 
 
 
 
 
 
Price
(4
)%
 
 
 
 
 
 
 
(3
)%
 
 
 
 
 
 
Currency
—
 %
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other
—
 %
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other (charges) gains, net
—

 
(2
)
 
2

 
(100.0
)%
 
(2
)
 
(6
)
 
4

 
(66.7
)%
Operating profit (loss)
93

 
58

 
35

 
60.3
 %
 
263

 
184

 
79

 
42.9
 %
Operating margin
25.5
 %
 
17.8
%
 
 
 


 
24.4
 %
 
18.1
%
 
 
 
 
Equity in net earnings (loss) of affiliates
33

 
43

 
(10
)
 
(23.3
)%
 
91

 
117

 
(26
)
 
(22.2
)%
Depreciation and amortization
22

 
26

 
(4
)
 
(15.4
)%
 
71

 
75

 
(4
)
 
(5.3
)%
Our Advanced Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. The pricing of products within the engineered materials business is primarily based on the value of the material we produce and is largely independent of changes in the cost of raw materials. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
Net sales increased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
higher volume, primarily for POM across all regions, driven by new project launches and base business growth;
partially offset by:
•
lower pricing in POM due to regional and customer mix.

46


Operating profit increased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
higher Net sales; and
•
lower energy and raw material costs, primarily for methanol and polyester.
Equity in net earnings (loss) of affiliates decreased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
a decrease in equity investment in earnings of $13 million from our Ibn Sina strategic affiliate as a result of lower pricing for methanol and MTBE and higher raw material costs.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Net sales increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
higher volume, primarily for POM across all regions, driven by new project launches and base business growth;
partially offset by:
•
lower pricing in POM due to regional and customer mix.
Operating profit increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
higher Net sales;
•
lower energy and raw material costs, primarily methanol and polyester; and
•
cost savings of $18 million primarily due to productivity initiatives.
Equity in net earnings (loss) of affiliates decreased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
a decrease in equity investment in earnings of $40 million from our Ibn Sina strategic affiliate as a result of lower pricing for methanol and MTBE and higher raw material costs;
partially offset by:
•
an increase in equity investment in earnings from our Polyplastics Co., Ltd. and Korea Engineering Plastics Co., Ltd. strategic affiliates of $9 million and $6 million, respectively, primarily as a result of demand and lower raw material costs.

47


Consumer Specialties
 
Three Months Ended September 30,
 
Change
 
% Change
 
Nine Months Ended September 30,
 
Change
 
% Change
 
2016
 
2015
 
 
 
2016
 
2015
 
 
 
(unaudited)
 
(In $ millions, except percentages)
Net sales
225

 
247

 
(22
)
 
(8.9
)%
 
704

 
723

 
(19
)
 
(2.6
)%
Net Sales Variance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
(2
)%
 
 
 
 
 
 
 
5
 %
 
 
 
 
 
 
Price
(7
)%
 
 
 
 
 
 
 
(8
)%
 
 
 
 
 
 
Currency
—
 %
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other
—
 %
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other (charges) gains, net
(1
)
 
—

 
(1
)
 
100.0
 %
 
(1
)
 
(1
)
 
—

 
—
 %
Operating profit (loss)
68

 
77

 
(9
)
 
(11.7
)%
 
226

 
216

 
10

 
4.6
 %
Operating margin
30.2
 %
 
31.2
%
 
 
 
 
 
32.1
 %
 
29.9
%
 
 
 
 
Equity in net earnings (loss) of affiliates
1

 
1

 
—

 
—
 %
 
2

 
2

 
—

 
—
 %
Dividend income - cost investments
26

 
25

 
1

 
4.0
 %
 
81

 
79

 
2

 
2.5
 %
Depreciation and amortization
12

 
15

 
(3
)
 
(20.0
)%
 
34

 
38

 
(4
)
 
(10.5
)%
Our Consumer Specialties segment includes our cellulose derivatives and food ingredients businesses, which serve consumer-driven applications. Our cellulose derivatives business is a leading global producer and supplier of acetate flake, acetate film and acetate tow, primarily used in filtration applications. Our food ingredients business is a leading international supplier of premium quality ingredients for the food and beverage and pharmaceuticals industries. The pricing of products within the cellulose derivatives and food ingredients businesses is primarily based on the value of the material we produce and is largely independent of changes in the cost of raw materials.
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
Net sales decreased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower acetate tow pricing and volume due to lower global industry utilization.
Operating profit decreased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower Net sales;
partially offset by:
•
cost savings of $5 million primarily due to productivity initiatives in our cellulose derivatives business.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Net sales decreased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower acetate tow pricing due to lower global industry utilization;
largely offset by:
•
higher acetate tow volume across most regions due to customer destocking in the first half of the prior year, which did not recur in the current year.

48


Operating profit increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower energy and raw material costs, including wood pulp; and
•
cost savings of $15 million primarily due to productivity initiatives in our cellulose derivatives business;
largely offset by:
•
lower Net sales.
Industrial Specialties
 
Three Months Ended September 30,
 
Change
 
% Change
 
Nine Months Ended September 30,
 
Change
 
% Change
 
2016
 
2015
 
 
 
2016
 
2015
 
 
 
(unaudited)
 
(In $ millions, except percentages)
Net sales
245

 
274

 
(29
)
 
(10.6
)%
 
760

 
843

 
(83
)
 
(9.8
)%
Net Sales Variance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
(1
)%
 
 
 
 
 
 
 
(1
)%
 
 
 
 
 
 
Price
(9
)%
 
 
 
 
 
 
 
(9
)%
 
 
 
 
 
 
Currency
(1
)%
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other
—
 %
 
 
 
 
 
 
 
—
 %
 
 
 
 
 
 
Other (charges) gains, net
—

 
—

 
—

 
—
 %
 
(3
)
 
(2
)
 
(1
)
 
50.0
 %
Operating profit (loss)
25

 
19

 
6

 
31.6
 %
 
85

 
76

 
9

 
11.8
 %
Operating margin
10.2
 %
 
6.9
%
 
 

 
 
 
11.2
 %
 
9.0
%
 
 
 
 
Depreciation and amortization
9

 
20

 
(11
)
 
(55.0
)%
 
25

 
39

 
(14
)
 
(35.9
)%
Our Industrial Specialties segment includes our emulsion polymers and EVA polymers businesses. Our emulsion polymers business is a leading global producer of vinyl acetate-based emulsions and develops products and application technologies to improve performance, create value and drive innovation in applications such as paints and coatings, adhesives, construction, glass fiber, textiles and paper. Our EVA polymers business is a leading North American manufacturer of a full range of specialty ethylene vinyl acetate ("EVA") resins and compounds as well as select grades of low-density polyethylene. EVA polymers products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, automotive parts and carpeting. The pricing of products within the emulsion polymers and EVA polymers businesses is influenced by changes in the cost of raw materials, most notably VAM and ethylene.
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
Net sales decreased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower pricing in our emulsion polymers and EVA polymers businesses due to lower raw material costs for VAM globally.
Operating profit increased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
cost savings of $9 million, primarily due to productivity initiatives in our emulsion polymers business; and
•
lower raw material costs, primarily VAM;
largely offset by:
•
lower Net sales.

49


Depreciation and amortization expense, which is included within Operating profit (loss), decreased during the three months ended September 30, 2016 compared to the same period in 2015 as a result of accelerated depreciation related to our vinyl acetate ethylene ("VAE") emulsions unit in Meredosia, Illinois and our VAE and conventional emulsions units in Tarragona, Spain, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Net sales decreased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower pricing in our emulsion polymers and EVA polymers businesses due to lower raw material costs globally for VAM.
Operating profit increased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower raw material costs, primarily VAM; and
•
cost savings of $22 million, primarily due to productivity initiatives in our emulsion polymers business;
largely offset by:
•
lower Net sales.
Depreciation and amortization expense, which is included in Operating profit (loss), decreased during the nine months ended September 30, 2016 compared to the same period in 2015 as a result of accelerated depreciation related to our VAE emulsions unit in Meredosia, Illinois and our VAE and conventional emulsions units in Tarragona, Spain, which did not recur in the current year. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information.

50


Acetyl Intermediates
 
Three Months Ended September 30,
 
Change
 
% Change
 
Nine Months Ended September 30,
 
Change
 
% Change
 
2016
 
2015
 
 
 
2016
 
2015
 
 
 
(unaudited)
 
(In $ millions, except percentages)
Net sales
589

 
680

 
(91
)
 
(13.4
)%
 
1,844

 
2,100

 
(256
)
 
(12.2
)%
Net Sales Variance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Volume
(3
)%
 
 
 
 
 
 
 
(1
)%
 
 
 
 
 
 
Price
(11
)%
 
 
 
 
 
 
 
(12
)%
 
 
 
 
 
 
Currency
—
 %
 
 
 
 
 
 
 
(1
)%
 
 
 
 
 
 
Other
1
 %
 
 
 
 
 
 
 
2
 %
 
 
 
 
 
 
Other (charges) gains, net
(1
)
 
—

 
(1
)
 
100.0
 %
 
(2
)
 
(2
)
 
—

 
—
 %
Operating profit (loss)
83

 
54

 
29

 
53.7
 %
 
274

 
239

 
35

 
14.6
 %
Operating margin
14.1
 %
 
7.9
%
 
 

 
 
 
14.9
 %
 
11.4
%
 
 
 
 
Equity in net earnings (loss) of affiliates
1

 
2

 
(1
)
 
(50.0
)%
 
4

 
4

 
—

 
—
 %
Depreciation and amortization
27

 
17

 
10

 
58.8
 %
 
81

 
93

 
(12
)
 
(12.9
)%
Our Acetyl Intermediates segment includes our intermediate chemistry business which produces and supplies acetyl products, including acetic acid, VAM, acetic anhydride and acetate esters. These products are generally used as starting materials for colorants, paints, adhesives, coatings and medicines. This business segment also produces organic solvents and intermediates for pharmaceutical, agricultural and chemical products. The pricing of products within the intermediate chemistry business is influenced by changes in the cost of raw materials, most notably methanol and ethylene.
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
Net sales decreased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower pricing due to lower global industry utilization and a decline in global feedstock costs, such as methanol, which negatively impacted pricing for most of our products. The impact on acetic acid, VAM and acetate esters represents approximately two-thirds of the pricing decrease; and
•
lower volume for VAM, which represents all of the decrease in volume, primarily due to the expiration of a significant VAM contract.
Operating profit increased for the three months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower raw material costs, primarily for methanol; and
•
cost savings of $22 million, primarily due to productivity initiatives;
largely offset by:
•
lower Net sales.
Depreciation and amortization expense, which is included within Operating profit (loss), increased during the three months ended September 30, 2016 compared to the same period in 2015 due to the impact from the startup of production at the Fairway Methanol LLC ("Fairway") facility in October 2015.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Net sales decreased during the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:

51


•
lower pricing due to lower global industry utilization and a decline in global feedstock costs, such as methanol, ethylene and carbon monoxide, which negatively impacted pricing for most of our products. The impact on acetic acid, VAM and acetate esters represents approximately three-quarters of the pricing decrease.
Operating profit increased during the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower energy and raw material costs, primarily for carbon monoxide, methanol and ethylene; and
•
cost savings of $26 million, primarily due to productivity initiatives;
largely offset by:
•
lower Net sales.
Depreciation and amortization expense, which is included within Operating profit (loss), decreased during the nine months ended September 30, 2016 compared to the same period in 2015 as a result of $39 million in accelerated depreciation expense in the prior year related to property, plant and equipment no longer in use at our ethanol technology unit in Clear Lake, Texas, which did not recur in the current year, partially offset by the impact from the startup of production at the Fairway facility in October 2015. See Note 12 - Other (Charges) Gains, Net in the accompanying unaudited interim consolidated financial statements for further information.
Other Activities
 
Three Months Ended September 30,
 
Change
 
% Change
 
Nine Months Ended September 30,
 
Change
 
% Change
 
2016
 
2015
 
 
 
2016
 
2015
 
 
 
(unaudited)
 
(In $ millions, except percentages)
Other (charges) gains, net
(1
)
 
(2
)
 
1

 
(50.0
)%
 
(4
)
 
(8
)
 
4

 
(50.0
)%
Operating profit (loss)
(23
)
 
(22
)
 
(1
)
 
4.5
 %
 
(73
)
 
(84
)
 
11

 
(13.1
)%
Equity in net earnings (loss) of affiliates
6

 
4

 
2

 
50.0
 %
 
17

 
15

 
2

 
13.3
 %
Dividend income - cost investments
—

 
1

 
(1
)
 
(100.0
)%
 
1

 
1

 
—

 
—
 %
Depreciation and amortization
2

 
2

 
—

 
—
 %
 
7

 
7

 
—

 
—
 %
Other Activities primarily consists of corporate center costs, including administrative activities such as finance, information technology and human resource functions, interest income and expense associated with our financing activities and results of our captive insurance companies. Other Activities also includes the interest cost, expected return on assets and net actuarial gains and losses components of our net periodic benefit cost for our defined benefit pension plans and other postretirement plans, which are not allocated to our business segments.
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
Operating loss decreased for the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to:
•
lower functional spending and incentive compensation costs of $12 million.

52


Liquidity and Capital Resources
Our primary source of liquidity is cash generated from operations, available cash and cash equivalents and dividends from our portfolio of strategic investments. In addition, as of September 30, 2016, we have $1.0 billion available for borrowing under our senior unsecured revolving credit facility and $53 million available under our accounts receivable securitization facility to assist, if required, in meeting our working capital needs and other contractual obligations.
While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.
Total cash outflows for capital expenditures are expected to be in the range of $250 million to $300 million in 2016 primarily due to additional investments in growth opportunities in our Advanced Engineered Materials and Acetyl Intermediates segments.
On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese US, have no material assets other than the stock of their subsidiaries and no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese US in order to meet their obligations, including their obligations under senior credit facilities and senior notes and to pay dividends on our Series A common stock, par value $0.0001 per share ("Common Stock").
Cash Flows
Cash and cash equivalents increased $285 million to $1.3 billion as of September 30, 2016 compared to December 31, 2015. As of September 30, 2016, $561 million of the $1.3 billion of cash and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the US, we will access such funds in a tax efficient manner to satisfy cash flow needs. Currently, there are no planned cash distributions that would result in incremental US taxes payable in excess of applicable foreign tax credits related to such undistributed earnings. As a result, we have not recorded any deferred income taxes on the portion of undistributed foreign earnings determined not to be permanently reinvested in foreign operations.
•
Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities increased $214 million to $940 million for the nine months ended September 30, 2016 compared to $726 million for the same period in 2015. Net cash provided by operations for the nine months ended September 30, 2016 increased primarily due to:
•
an increase in net earnings; and
•
favorable trade working capital of $64 million primarily due to a decrease in trade payables.
•
Net Cash Provided by (Used in) Investing Activities
Net cash used in investing activities decreased $269 million to $192 million for the nine months ended September 30, 2016 compared to $461 million for the same period in 2015, primarily due to:
•
a decrease in capital expenditures of $263 million relating to Fairway.
•
Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities increased $403 million from $64 million for the nine months ended September 30, 2015 to $467 million for the nine months ended September 30, 2016, primarily due to:
•
an increase of $350 million in net short-term borrowings under our previous senior secured revolving credit facility for the nine months ended September 30, 2015, which were repaid in full during the nine months ended September 30, 2016, as discussed below; and
•
a decrease of $202 million in contributions received from Mitsui in exchange for ownership in Fairway;

53


partially offset by:
•
an increase in net proceeds from long-term debt of $432 million, primarily as a result of issuing €750 million in principal amount of 1.125% senior unsecured notes due September 26, 2023 ("1.125% Notes"), as discussed below; and
•
a decrease of $120 million in share repurchases of our Common Stock.
Debt and Other Obligations
On March 3, 2016, the State of Wisconsin Public Finance Authority completed a $170 million offering of pollution control and industrial revenue bonds, the proceeds of which were loaned to Celanese US and used to repay the pollution control and industrial revenue bonds previously issued for our benefit.
On July 8, 2016, certain of our subsidiaries entered into an amendment of our accounts receivable securitization facility, extending its maturity to July 2019 and decreasing the available amount to $120 million.
On July 15, 2016, Celanese, Celanese US and certain subsidiaries entered into a new senior credit agreement consisting of a $500 million senior unsecured term loan and a $1.0 billion senior unsecured revolving credit facility (with a letter of credit sublimit) each maturing in 2021. The proceeds from the new senior unsecured term loan and $409 million of borrowings under the new senior unsecured revolving credit facility were used to repay our Term C-2 and C-3 senior secured credit facilities.
On September 26, 2016, Celanese US completed an offering of €750 million in principal amount of the 1.125% Notes in a public offering registered under the Securities Act. Net proceeds from the issuance of the 1.125% Notes were used to repay $411 million of outstanding borrowings under our new senior unsecured revolving credit facility and for general corporate purposes.
There have been no material changes to our debt or other obligations described in our 2015 Form 10-K other than those disclosed above and in Note 8 - Debt in the accompanying unaudited interim consolidated financial statements.
Share Capital
There have been no material changes to our share capital described in our 2015 Form 10-K other than those disclosed in Note 11 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements.
Contractual Obligations
Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2015 Form 10-K.
Off-Balance Sheet Arrangements
We have not entered into any material off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2015 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2015 Form 10-K.

54


Pension and Other Postretirement Obligations
Beginning in 2016, we elected to change the method used to estimate the service and interest cost components of net periodic benefit cost for our significant defined benefit pension plans and other postretirement benefit plans. Previously, we estimated the service and interest cost components utilizing a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We have elected to use a full yield curve approach in the estimation of these components of net periodic benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. This change improves the correlation between projected benefit cash flows and the corresponding yield curve spot rates and provides a more precise measurement of service and interest costs. This change does not affect the measurement of our total benefit obligations as the change in service and interest cost will be completely offset in the annual actuarial (gain) loss reported. We have accounted for this change as a change in estimate and, accordingly, have accounted for it prospectively beginning in 2016. The adoption of the full yield curve approach will reduce 2016 service and interest cost by approximately $29 million as compared to the previous method. See Note 1 - Description of the Company and Basis of Presentation in the accompanying unaudited interim consolidated financial statements for further information.
Recent Accounting Pronouncements
See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk for our Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2015 Form 10-K. See also Note 14 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on our financial position and results of operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of September 30, 2016, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

55


PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in a number of legal and regulatory proceedings, lawsuits and claims incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, contracts, antitrust, intellectual property, workers' compensation, chemical exposure, asbestos exposure, trade compliance, prior acquisitions and divestitures, claims of legacy stockholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 10 - Environmental and Note 16 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2015 Form 10-K other than those disclosed in Note 10 - Environmental and Note 16 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements.
In May 2016, the Company's Bay City, Texas site received a Proposed Agreed Order from the Texas Commission on Environmental Quality ("TCEQ") alleging violations of the Texas Health & Safety Code and/or Commission Rules as a result of a September 2015 chemical release and proposed an administrative penalty of approximately $125,000. In October 2016, following further review, the TCEQ agreed to reduce the administrative penalty to approximately $25,000. The Bay City, Texas site is included in the Company's Acetyl Intermediates segment.
Item 1A. Risk Factors
There have been no material changes to the risk factors under Part I, Item 1A of our 2015 Form 10-K.

56


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of our Common Stock during the three months ended September 30, 2016 are as follows:
Period
 
Total Number
of Shares
Purchased(1)
 
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)
July 1-31, 2016
 
154,869

 
$
64.96

 
154,000

 
$
821,000,000

August 1-31, 2016
 
1,385,477

 
$
64.96

 
1,385,477

 
$
731,000,000

September 1-30, 2016
 
—

 
$
—

 
—

 
$
731,000,000

Total
 
1,540,346

 
 
 
1,539,477

 
 
______________________________
(1) 
Includes 869 shares for July 2016 related to shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
(2) 
Our Board of Directors authorized the repurchase of $2.4 billion of our Common Stock since February 2008.
See Note 11 - Stockholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.

57


Item 6. Exhibits(1) 
Exhibit
Number
 
 
 
Description
 
 
 
3.1*
 
Second Amended and Restated Certificate of Incorporation.
 
 
 
3.2
 
Fourth Amended and Restated By-laws, amended effective February 8, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 9, 2016).
 
 
 
4.1
 
Sixth Supplemental Indenture, dated as of September 26, 2016, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Companies Americas, as paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed with SEC on September 26, 2016).
 
 
 
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.
(1) 
The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.

58


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CELANESE CORPORATION
 
 
 
 
 
 
 
By: 
 /s/ MARK C. ROHR
 
 
 
Mark C. Rohr
 
 
 
Chairman of the Board of Directors and
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
Date:
October 18, 2016
 
 
By: 
 /s/ CHRISTOPHER W. JENSEN
 
 
 
Christopher W. Jensen
 
 
 
Senior Vice President, Finance and
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
Date:
October 18, 2016


59

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