Document And Entity Information
| Document And Entity Information | ||
| 3 Months Ended
Mar. 31, 2010 | Apr. 21, 2010
| |
| Document And Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | 2010-03-31 | |
| Document Fiscal Year Focus | 2,010 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Registrant Name | CELANESE CORPORATION | |
| Entity Central Index Key | 0001306830 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Large Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 156,673,802 |
Consolidated Statements of Oper
| Consolidated Statements of Operations (USD $) | ||
| In Millions, except Share data | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
| Consolidated Statements of Operations [Abstract] | ||
| Net sales | $1,388 | $1,146 |
| Cost of sales | (1,170) | (946) |
| Gross profit | 218 | 200 |
| Selling, general and administrative expenses | (123) | (114) |
| Amortization of intangible assets (primarily customer-related intangible assets) | (15) | (17) |
| Research and development expenses | (19) | (20) |
| Other (charges) gains, net | (77) | (21) |
| Foreign exchange gain (loss), net | 2 | 2 |
| Gain (loss) on disposition of businesses and assets, net | 0 | (3) |
| Operating profit (loss) | (14) | 27 |
| Equity in net earnings (loss) of affiliates | 26 | (2) |
| Interest expense | (49) | (51) |
| Interest income | 1 | 3 |
| Dividend income - cost investments | 27 | 6 |
| Other income (expense), net | 6 | 1 |
| Earnings (loss) from continuing operations before tax | (3) | (16) |
| Income tax (provision) benefit | 20 | (5) |
| Earnings (loss) from continuing operations | 17 | (21) |
| Earnings (loss) from operation of discontinued operations | 0 | 1 |
| Gain (loss) on disposition of discontinued operations | 2 | 0 |
| Income tax (provision) benefit from discontinued operations | (1) | 0 |
| Earnings (loss) from discontinued operations | 1 | 1 |
| Net earnings (loss) | 18 | (20) |
| Net (earnings) loss attributable to noncontrolling interests | 0 | 0 |
| Net earnings (loss) attributable to Celanese Corporation | 18 | (20) |
| Cumulative preferred stock dividends | (3) | (3) |
| Net earnings (loss) available to common shareholders | 15 | (23) |
| Amounts attributable to Celanese Corporation | ||
| Earnings (loss) from continuing operations | 17 | (21) |
| Earnings (loss) from discontinued operations | 1 | 1 |
| Net earnings (loss) | $18 | ($20) |
| Earnings (loss) per common share - basic | ||
| Continuing operations | 0.09 | -0.17 |
| Discontinued operations | 0.01 | 0.01 |
| Net earnings (loss) - basic | 0.1 | -0.16 |
| Earnings (loss) per common share - diluted | ||
| Continuing operations | 0.09 | -0.17 |
| Discontinued operations | 0.01 | 0.01 |
| Net earnings (loss) - diluted | 0.1 | -0.16 |
| Weighted average shares - basic | 150,272,227 | 143,506,981 |
| Weighted average shares - diluted | 152,642,371 | 143,506,981 |
Consolidated Balance Sheets
| Consolidated Balance Sheets (USD $) | ||
| In Millions | 3 Months Ended
Mar. 31, 2010 | 12 Months Ended
Dec. 31, 2009 |
| Current assets | ||
| Cash and cash equivalents | $1,139 | $1,254 |
| Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2010: $18; 2009: $18) | 801 | 721 |
| Non-trade receivables | 276 | 262 |
| Inventories | 545 | 522 |
| Deferred income taxes | 41 | 42 |
| Marketable securities, at fair value | 4 | 3 |
| Assets held for sale | 3 | 2 |
| Other assets | 42 | 50 |
| Total current assets | 2,851 | 2,856 |
| Investments in affiliates | 764 | 790 |
| Property, plant and equipment (net of accumulated depreciation - 2010: $1,122; 2009: $1,130) | 2,723 | 2,797 |
| Deferred income taxes | 488 | 484 |
| Marketable securities, at fair value | 79 | 80 |
| Other assets | 266 | 311 |
| Goodwill | 765 | 798 |
| Intangible assets, net | 266 | 294 |
| Total assets | 8,202 | 8,410 |
| Current liabilities | ||
| Short-term borrowings and current installments of long-term debt - third party and affiliates | 258 | 242 |
| Trade payables - third party and affiliates | 626 | 649 |
| Other liabilities | 552 | 611 |
| Deferred income taxes | 32 | 33 |
| Income taxes payable | 72 | 72 |
| Total current liabilities | 1,540 | 1,607 |
| Long-term debt | 3,233 | 3,259 |
| Deferred income taxes | 129 | 137 |
| Uncertain tax positions | 227 | 229 |
| Benefit obligations | 1,275 | 1,288 |
| Other liabilities | 1,224 | 1,306 |
| Commitments and contingencies | ||
| Shareholders' equity | ||
| Preferred stock, $0.01 par value, 100,000,000 shares authorized (2010 and 2009: 0 and 9,600,000 issued and outstanding, respectively) | 0 | 0 |
| Treasury stock, at cost (2010 and 2009: 20,601,686 shares) | (781) | (781) |
| Additional paid-in capital | 530 | 522 |
| Retained earnings | 1,511 | 1,502 |
| Accumulated other comprehensive income (loss), net | (686) | (659) |
| Total Celanese Corporation shareholders' equity | 574 | 584 |
| Noncontrolling interests | 0 | 0 |
| Total shareholders' equity | 574 | 584 |
| Total liabilities and shareholders' equity | 8,202 | 8,410 |
| Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2010: 177,242,954 issued and 156,641,268 outstanding; 2009: 164,995,755 issued and 144,394,069 outstanding) | ||
| Shareholders' equity | ||
| Common stock | 0 | 0 |
| Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2010 and 2009: no shares issued and outstanding) | ||
| Shareholders' equity | ||
| Common stock | $0 | $0 |
Consolidated Balance Sheets (Pa
| Consolidated Balance Sheets (Parenthetical) (USD $) | ||
| In Millions, except Share data | Mar. 31, 2010
| Dec. 31, 2009
|
| Allowance for doubtful accounts - trade receivables | $18 | $18 |
| Accumulated depreciation | $1,122 | $1,130 |
| Preferred stock, par value | 0.01 | 0.01 |
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
| Preferred stock, shares issued | 0 | 9,600,000 |
| Preferred stock, shares, outstanding | 0 | 9,600,000 |
| Treasury stock, shares | 20,601,686 | 20,601,686 |
| Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2010: 177,242,954 issued and 156,641,268 outstanding; 2009: 164,995,755 issued and 144,394,069 outstanding) | ||
| Common stock, par value | 0.0001 | 0.0001 |
| Common stock, shares authorized | 400,000,000 | 400,000,000 |
| Common stock, shares issued | 177,242,954 | 164,995,755 |
| Common stock, shares outstanding | 156,641,268 | 144,394,069 |
| Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2010 and 2009: no shares issued and outstanding) | ||
| Common stock, par value | 0.0001 | 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 0 | 0 |
| Common stock, shares outstanding | 0 | 0 |
Consolidated Statements of Shar
| Consolidated Statements of Shareholders' Equity and Comprehensive Income (Loss) (USD $) | ||||||||||
| In Millions, except Share data | Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2010
Common stock | Preferred stock
| Treasury stock
| Additional paid-in capital
| Retained earnings
| Accumulated other comprehensive income (loss), net (AccumulatedOtherComprehensiveIncomeMember)
| Total Celanese Corporation shareholders' equity
| Noncontrolling interests (NoncontrollingInterestMember)
| Comprehensive income (loss)
| Total
|
| Balance as of the beginning of the period at Dec. 31, 2009 | $0 | $0 | ($781) | $522 | $1,502 | ($659) | $0 | $584 | ||
| Balance as of the beginning of the period, shares outstanding at Dec. 31, 2009 | 144,394,069 | 9,600,000 | 20,601,686 | |||||||
| Stock-based compensation, net of tax | 5 | |||||||||
| Stock option exercises, shares outstanding | 152,718 | |||||||||
| Stock option exercises, net of tax | 0 | 3 | ||||||||
| Conversion of preferred stock, shares outstanding | 12,084,942 | |||||||||
| Conversion of preferred stock | 0 | |||||||||
| Redemption of preferred stock, shares outstanding | 7,437 | (9,600,000) | ||||||||
| Redemption of preferred stock | 0 | 0 | ||||||||
| Purchases of treasury stock, shares outstanding | 0 | |||||||||
| Purchases of treasury stock, including related fees | 0 | |||||||||
| Stock awards, shares outstanding | 2,102 | |||||||||
| Stock awards | 0 | |||||||||
| Net earnings (loss) attributable to Celanese Corporation | 18 | 18 | ||||||||
| Series A common stock dividends | (6) | |||||||||
| Preferred stock dividends | (3) | |||||||||
| Net earnings (loss) attributable to noncontrolling interests | 0 | 0 | ||||||||
| Comprehensive income (loss) | ||||||||||
| Net earnings (loss) | 18 | 18 | ||||||||
| Other comprehensive income (loss), net of tax | ||||||||||
| Unrealized gain (loss) on securities | 3 | 3 | ||||||||
| Foreign currency translation | (31) | (31) | ||||||||
| Unrealized gain (loss) on interest rate swaps | (3) | (3) | ||||||||
| Pension and postretirement benefits | 4 | 4 | ||||||||
| Total comprehensive income (loss), net of tax | (9) | |||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | 0 | |||||||||
| Comprehensive income (loss) attributable to Celanese Corporation | (9) | |||||||||
| Total Celanese Corporation shareholders' equity | 574 | 574 | ||||||||
| Balance as of the end of the period, shares outstanding at Mar. 31, 2010 | 156,641,268 | 0 | 20,601,686 | |||||||
| Balance as of the end of the period at Mar. 31, 2010 | $0 | $0 | ($781) | $530 | $1,511 | ($686) | $0 | $574 |
Consolidated Statements of Cash
| Consolidated Statements of Cash Flows (USD $) | ||
| In Millions | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
| Operating activities | ||
| Net earnings (loss) | $18 | ($20) |
| Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
| Other charges (gains), net of amounts used | 48 | (2) |
| Depreciation, amortization and accretion | 93 | 74 |
| Deferred income taxes, net | (7) | (1) |
| (Gain) loss on disposition of businesses and assets, net | 0 | 3 |
| Other, net | 29 | 28 |
| Operating cash provided by (used in) discontinued operations | (3) | 1 |
| Value-added tax on deferred proceeds from Ticona Kelsterbach plant relocation | 0 | 75 |
| Changes in operating assets and liabilities | ||
| Trade receivables - third party and affiliates, net | (82) | (11) |
| Inventories | (38) | 42 |
| Other assets | 23 | 55 |
| Trade payables - third party and affiliates | 32 | 9 |
| Other liabilities | (58) | (54) |
| Net cash provided by (used in) operating activities | 55 | 199 |
| Investing activities | ||
| Capital expenditures on property, plant and equipment | (44) | (56) |
| Proceeds from sale of businesses and assets, net | 5 | (1) |
| Deferred proceeds on Ticona Kelsterbach plant relocation | 0 | 412 |
| Capital expenditures related to Ticona Kelsterbach plant relocation | (85) | (58) |
| Proceeds from sale of marketable securities | 0 | 15 |
| Other, net | (8) | (1) |
| Net cash provided by (used in) investing activities | (132) | 311 |
| Financing activities | ||
| Short-term borrowings (repayments), net | 1 | (16) |
| Repayments of long-term debt | (10) | (23) |
| Stock option exercises | 3 | 0 |
| Series A common stock dividends | (6) | (6) |
| Preferred stock dividends | (3) | (3) |
| Net cash provided by (used in) financing activities | (15) | (48) |
| Exchange rate effects on cash and cash equivalents | (23) | 12 |
| Net increase (decrease) in cash and cash equivalents | (115) | 474 |
| Cash and cash equivalents at beginning of period | 1,254 | 676 |
| Cash and cash equivalents at end of period | $1,139 | $1,150 |
Description of the Company and
| Description of the Company and Basis of Presentation | |
| 3 Months Ended
Mar. 31, 2010 | |
| Description of the Company and Basis of Presentation [Abstract] | |
| Description of the Company and Basis of Presentation | 1. Description of the Company and Basis of Presentation Description of the Company Celanese Corporation and its subsidiaries (collectively the Company) is a leading global integrated chemical and advanced materials company. The Companys 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. Basis of Presentation The unaudited interim consolidated financial statements for the three months ended March31, 2010 and 2009 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. 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 this Quarterly Report on Form10-Q, the term Celanese US refers to the Companys subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries. In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, cash flows and shareholders equity and comprehensive income (loss) 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 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 Companys consolidated financial statements as of and for the year ended December31, 2009, as filed on February12, 2010 with the SEC as part of the Companys Annual Report on Form10-K (the 2009 Form10-K). Operating results for the three months ended March31, 2010 are not necessarily indicative of the results to be expected for the entire year. In the ordinary course of the 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 which the Company believes investors may have an interest in or which may have been subject to a Form8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Companys business in this Quarterly Report on Form10-Q. Estimates and Assumptions The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, |
Recent Accounting Pronouncement
| Recent Accounting Pronouncements | |
| 3 Months Ended
Mar. 31, 2010 | |
| Recent Accounting Pronouncements [Abstract] | |
| Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In February 2010, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09), which amends FASB ASC Topic 855, Subsequent Events. The update provides that SEC filers, as defined in ASU 2010-09, are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The update also requires SEC filers to evaluate subsequent events through the date the financial statements are issued rather than the date the financial statements are available to be issued. The Company adopted ASU 2010-09 upon issuance. This update had no impact on the Companys financial position, results of operations or cash flows. In January 2010, the FASB issued FASB Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (ASU 2010-06), which amends FASB ASC Topic 820-10, Fair Value Measurements and Disclosures. The update provides additional disclosures for transfers in and out of Levels1 and 2 and for activity in Level3 and clarifies certain other existing disclosure requirements. The Company adopted ASU 2010-06 beginning January15, 2010. This update had no impact on the Companys financial position, results of operations or cash flows. |
Acquisitions, Dispositions and
| Acquisitions, Dispositions and Plant Closures | |
| 3 Months Ended
Mar. 31, 2010 | |
| Acquisitions, Dispositions and Plant Closures [Abstract] | |
| Acquisitions, Dispositions and Plant Closures | 3. Acquisitions, Dispositions and Plant Closures In December 2009, the Company acquired the business and assets of FACT GmbH (Future Advanced Composites Technology) (FACT), a German company, for a purchase price of 5million ($7million). FACT is in the business of developing, producing and marketing long-fiber reinforced thermoplastics. As part of the acquisition, the Company has entered into a ten year lease agreement with the seller for the property and buildings on which the FACT business is located with the option to purchase the property at various times throughout the lease. The acquired business is included in the Advanced Engineered Materials segment. In July 2009, the Company completed the sale of its polyvinyl alcohol (PVOH) business to Sekisui Chemical Co., Ltd. (Sekisui) for a net cash purchase price of $168million, resulting in a gain on disposition of $34million. The net cash purchase price excludes the accounts receivable and payable retained by the Company. The transaction includes long-term supply agreements between Sekisui and the Company and therefore, does not qualify for treatment as a discontinued operation. The PVOH business is included in the Industrial Specialties segment. In July 2009, the Company announced that its wholly-owned French subsidiary, Acetex Chimie, completed the consultation procedure with the workers council on its Project of Closure and social plan related to the Companys Pardies, France facility pursuant to which the Company announced its formal plan to cease all manufacturing operations and associated activities by December 2009. The Company agreed with the workers council on a set of measures of assistance aimed at minimizing the effects of the plants closing on the Pardies workforce, including training, outplacement and severance. As a result of the Pardies, France Project of Closure, the Company recorded exit costs of $7million during the three months ended March31, 2010, which included $1million in employee termination benefits, $3million of contract termination costs and $3million of reindustrialization costs (Note14)to Other charges (gains), net, in the unaudited interim consolidated statements of operations. In addition, the Company recorded $2million of environmental remediation reserves, $4million of inventory write-offs and $3million of other plant shutdown costs for the three months ended March31, 2010 related to the shutdown of the Companys Pardies, France facility. The Pardies, France facility is included in the Acetyl Intermediates segment. Assets held for sale in the unaudited consolidated balance sheets included an office building and plant assets with a net book value of $3million and an office building with a net book value of $2million as of March31, 2010 and December31, 2009, respectively. |
Marketable Securities, at Fair
| Marketable Securities, at Fair Value | |
| 3 Months Ended
Mar. 31, 2010 | |
| Marketable Securities, at Fair Value [Abstract] | |
| Marketable Securities, at Fair Value | 4. Marketable Securities, at Fair Value The Companys captive insurance companies and pension-related trusts hold available-for-sale securities for capitalization and funding requirements, respectively. The Company received proceeds from sales of marketable securities and recorded realized gains (losses) to Other income (expense), net, in the unaudited interim consolidated statements of operations as follows: Three months ended March31, 2010 2009 (In $ millions) Proceeds from sale of securities - 15 Realized gain on sale of securities - 1 Realized loss on sale of securities - - Net realized gain (loss) on sale of securities - 1 The Company reviews all investments for other-than-temporary impairment at least quarterly or as indicators of impairment exist. Indicators of impairment include the duration and severity of the decline in fair value below carrying value as well as the intent and ability to hold the investment to allow for a recovery in the market value of the investment. In addition, the Company considers qualitative factors that include, but are not limited to: (i)the financial condition and business plans of the investee including its future earnings potential, (ii)the investees credit rating, and (iii)the current and expected market and industry conditions in which the investee operates. If a decline in the fair value of an investment is deemed by management to be other-than-temporary, the Company writes down the carrying value of the investment to fair value, and the amount of the write-down is included in net earnings. Such a determination is dependent on the facts and circumstances relating to each investment. As of March31, 2010, the Company had gross unrealized losses of $2million related to equity securities held for greater than twelve months in the unaudited consolidated balance sheets. The Company did not recognize any other-than-temporary impairment losses related to equity securities in the unaudited interim consolidated statements of operations for the three months ended March31, 2010. The amortized cost, gross unrealized gain, gross unrealized loss and fair values for available-for-sale securities by major security type are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value (In $ millions) US government debt securities 24 2 - 26 US corporate debt securities 1 - - 1 Total debt securities 25 2 - 27 Equity securities 55 - (2) 53 Money market deposits and other securities 3 - - 3 As of March31, 2010 83 2 (2) 83 US government debt securities 26 2 - 28 US corporate debt securities 1 - - 1 Total debt securities 27 2 - 29 Equity sec |
Inventories
| Inventories | |
| 3 Months Ended
Mar. 31, 2010 | |
| Inventories [Abstract] | |
| Inventories | 5. Inventories As of As of March31, December31, 2010 2009 (In $ millions) Finished goods 397 367 Work-in-process 29 28 Raw materials and supplies 119 127 Total 545 522 |
Goodwill
| Goodwill | |
| 3 Months Ended
Mar. 31, 2010 | |
| Goodwill [Abstract] | |
| Goodwill | 6. Goodwill Advanced Engineered Consumer Industrial Acetyl Materials Specialties Specialties Intermediates Total (In $ millions) As of December31, 2009 Goodwill 263 257 35 243 798 Accumulated impairment losses - - - - - 263 257 35 243 798 Exchange rate changes (10 ) (8 ) (1 ) (14 ) (33 ) As of March31, 2010 Goodwill 253 249 34 229 765 Accumulated impairment losses - - - - - Total 253 249 34 229 765 |
Intangible Assets, Net
| Intangible Assets, Net | |
| 3 Months Ended
Mar. 31, 2010 | |
| Intangible Assets, Net [Abstract] | |
| Intangible Assets, Net | 7. Intangible Assets, Net Customer- Covenants Trademarks Related not to and Trade Intangible Developed Compete names Licenses Assets Technology and Other Total (In $ millions) Gross Asset Value As of December31, 2009 83 29 552 13 12 689 Exchange rate changes (3 ) - (28 ) - (1 ) (32 ) As of March31, 2010 80 29 524 13 11 657 Accumulated Amortization As of December31, 2009 (5 ) (6 ) (362 ) (11 ) (11 ) (395 ) Amortization - (1 ) (14 ) - - (15 ) Exchange rate changes - - 19 - - 19 As of March31, 2010 (5 ) (7 ) (357 ) (11 ) (11 ) (391 ) Net book value 75 22 167 2 266 Aggregate amortization expense for intangible assets with finite lives during the three months ended March31, 2010 and 2009 was $15million and $17million, respectively. Estimated amortization expense for the succeeding five fiscal years is $57million in 2011, $45million in 2012, $26million in 2013, $15million in 2014 and $6million in 2015. The Companys trademarks and trade names have an indefinite life. Accordingly, no amortization was recorded on these intangible assets for the three months ended March31, 2010. For the three months ended March31, 2010, the Company did not renew or extend any intangible assets. |
Current Other Liabilities
| Current Other Liabilities | |
| 3 Months Ended
Mar. 31, 2010 | |
| Current Other Liabilities [Abstract] | |
| Current Other Liabilities | 8. Current Other Liabilities As of As of March31, December31, 2010 2009 (In $ millions) Salaries and benefits 83 100 Environmental (Note12) 21 13 Restructuring (Note14) 79 99 Insurance 25 37 Asset retirement obligations 12 22 Derivatives 71 75 Current portion of benefit obligations 49 49 Interest 20 20 Sales and use tax/foreign withholding tax payable 13 15 Uncertain tax positions 5 5 Other 174 176 Total 552 611 |
Noncurrent Other Liabilities
| Noncurrent Other Liabilities | |
| 3 Months Ended
Mar. 31, 2010 | |
| Noncurrent Other Liabilities [Abstract] | |
| Noncurrent Other Liabilities | 9. Noncurrent Other Liabilities As of As of March31, December31, 2010 2009 (In $ millions) Environmental (Note12) 85 93 Insurance 87 85 Deferred revenue 46 49 Deferred proceeds (Note21) 793 846 Asset retirement obligations 58 45 Derivatives 41 44 Income taxes payable 35 61 Other 79 83 Total 1,224 1,306 |
Debt
| Debt | |
| 3 Months Ended
Mar. 31, 2010 | |
| Debt [Abstract] | |
| Debt | 10. Debt As of As of March31, December31, 2010 2009 (In $ millions) Short-term borrowings and current installments of long-term debt third party and affiliates Current installments of long-term debt, interest rates ranging from 2.31% to 25.73% 104 102 Short-term borrowings, including amounts due to affiliates, interest rates ranging from 0.04% to 5.04% 154 140 Total 258 242 Long-term debt Senior credit facilities: Term loan facility due 2014 2,742 2,785 Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030 181 181 Obligations under capital leases and other secured and unsecured borrowings due at various dates through 2054 261 242 Other bank obligations, interest rates ranging from 2.3% to 5.3%, due at various dates through 2014 153 153 Subtotal 3,337 3,361 Less: Current installments of long-term debt 104 102 Total 3,233 3,259 Senior Credit Facilities The Companys senior credit agreement consists of $2,280million of US dollar-denominated and 400million of Euro-denominated term loans due 2014, a $600million revolving credit facility terminating in 2013 and a $228million credit-linked revolving facility terminating in 2014. Borrowings under the senior credit agreement bear interest at a variable interest rate based on LIBOR (for US dollars) or EURIBOR (for Euros), as applicable, or, for US dollar-denominated loans under certain circumstances, a base rate, in each case plus an applicable margin. The applicable margin for the term loans and any loans under the credit-linked revolving facility is 1.75%, subject to potential reductions as defined in the senior credit agreement. As of March31, 2010, the applicable margin was 1.75%. The term loans under the senior credit agreement are subject to amortization at 1% of the initial principal amount per annum, payable quarterly. The remaining principal amount of the term loans is due on April2, 2014. As of March31, 2010, there were no outstanding borrowings or letters of credit issued under the revolving credit facility. As of March31, 2010, there were $90million of letters of credit issued under the credit-linked revolving facility and $138million remained available for borrowing. In June 2009, the Company entered into an amendment to the senior credit agreement. The amendment reduced the amount available under the revolving credit facility from $650million to $600million and increased the first lien senior secured leverage ratio that is applicable when any amount is outstanding under the revolving credit portion of the senior credit agreement. The first lien senior secured leverage ratio is calculated as the ratio of consolidated first lien senior secured debt to earnings before interest, taxes, depreciation and amortization, subject to adjustments identified in the credit agreement. Prior to giving effect to the amendment, t |
Benefit Obligations
| Benefit Obligations | |
| 3 Months Ended
Mar. 31, 2010 | |
| Benefit Obligations [Abstract] | |
| Benefit Obligations | 11. Benefit Obligations The components of net periodic benefit costs recognized are as follows: Postretirement Pension Benefits Benefits Three Months Ended March31, 2010 2009 2010 2009 (In $ millions) Service cost 8 7 - - Interest cost 48 47 4 4 Expected return on plan assets (50 ) (50 ) - - Recognized actuarial (gain) loss 2 - (1 ) (1 ) Curtailment (gain) loss (2 ) - - - Total 6 4 3 3 The Company expects to contribute $46million to its defined benefit pension plans in 2010. As of March31, 2010, $10million of contributions have been made. The Companys estimates of its US defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006. The Company expects to make benefit contributions of $27million under the provisions of its other postretirement benefit plans in 2010. For the three months ended March31, 2010, $7million of benefit contributions have been made. The Company participates in multiemployer defined benefit plans in Europe covering certain employees. The Companys contributions to the multiemployer defined benefit plans are based on specified percentages of employee contributions and totaled $1millionfor each of the three months ended March31, 2010 and 2009. |
Environmental
| Environmental | |
| 3 Months Ended
Mar. 31, 2010 | |
| Environmental [Abstract] | |
| Environmental | 12. Environmental General The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations. 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. The Companys environmental reserves for remediation matters as of March31, 2010 were $106million with $21million recorded in current Other liabilities and $85million recorded in noncurrent Other liabilities in the unaudited consolidated balance sheets. The Companys environmental reserves for remediation matters as of December31, 2009 were $106million with $13million recorded in current Other liabilities and $93million recorded in noncurrent Other liabilities in the unaudited consolidated balance sheets. 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, 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. 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 accounting 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 approximately 40 sites. At most of these sites, numerous companies, including certain companies comprising the Company, or one of its predecessor companies, have been notified that the Environmental Protection Agency, 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 most 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 P |
Shareholders' Equity
| Shareholders' Equity | |
| 3 Months Ended
Mar. 31, 2010 | |
| Shareholders' Equity [Abstract] | |
| Shareholders' Equity | 13. Shareholders Equity Preferred Stock On February1, 2010, the Company delivered notice to the holders of its 4.25%Convertible Perpetual Preferred Stock (the Preferred Stock), pursuant to which the Company called for the redemption of all 9.6million outstanding shares of Preferred Stock. Holders of the Preferred Stock were entitled to convert each share of Preferred Stock into 1.2600shares of the Companys SeriesA Common Stock, par value $0.0001 per share (Common Stock), at any time prior to 5:00p.m., New York City time, on February19, 2010. As of such date, holders of Preferred Stock had elected to convert 9,591,276shares of Preferred Stock into an aggregate of 12,084,942shares of Common Stock. The 8,724shares of Preferred Stock that remained outstanding after such conversions were redeemed by the Company on February22, 2010 for 7,437shares of Common Stock, in accordance with the terms of the Preferred Stock. In addition to the shares of Common Stock issued in respect of the shares of Preferred Stock converted and redeemed, the Company paid cash in lieu of fractional shares. The Company recorded expense of less than $1million in Additional paid-in capital in the unaudited interim consolidated statements of shareholders equity and comprehensive income (loss) for the three months ended March31, 2010 related to the conversion and redemption of the Preferred Stock. Treasury Stock In February 2008, the Companys Board of Directors authorized the repurchase of up to $400million of the Companys Common Stock. This authorization was increased by the Board to $500million in October 2008. The authorizations give management discretion in determining the conditions under which shares may be repurchased. As of March31, 2010, the Company had repurchased 9,763,200shares of its Common Stock at an average purchase price of $38.68 per share for a total of $378million pursuant to this authorization. During the three months ended March31, 2010 and 2009, the Company did not repurchase any shares of its Common Stock. Purchases of treasury stock reduce the number of shares outstanding and the repurchased shares may be used by the Company for compensation programs utilizing the Companys stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of Shareholders equity. Other Comprehensive Income (Loss), Net Adjustments to net earnings (loss) to calculate other comprehensive income (loss) totaled $(27)million and $(111)million for the three months ended March31, 2010 and 2009, respectively. These amounts included tax expense of $2million and $0for the three months ended March31, 2010 and 2009, respectively. |
Other
| Other (Charges) Gains, Net | |
| 3 Months Ended
Mar. 31, 2010 | |
| Other (Charges) Gains, Net [Abstract] | |
| Other (Charges) Gains, Net | 14. Other (Charges) Gains, Net Three Months Ended March31, 2010 2009 (In $ millions) Employee termination benefits (5 ) (24 ) Ticona Kelsterbach plant relocation (Note21) (6 ) (3 ) Plumbing actions 12 1 Insurance recoveries associated with Clear Lake, Texas - 6 Asset impairments (72 ) (1 ) Plant/office closures (6 ) - Total (77 ) (21 ) 2010 As a result of the proposed closure of the Spondon, Derby, United Kingdom acetate production facility (Note22), the Company wrote down the related property, plant and equipment to its fair value of $31million, resulting in long-lived asset impairment losses of $72million for the three months ended March31, 2010. The Company calculated the fair value using a discounted cash flow model incorporating discount rates commensurate with the risks involved for the reporting unit which is classified as a Level3 measurement under FASB ASC Topic 820. The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. The Spondon, Derby, United Kingdom facility is included in the Consumer Specialties segment. As a result of the Companys Pardies, France Project of Closure (Note3), the Company recorded exit costs of $7million during the three months ended March31, 2010, which consisted of $1million in employee termination benefits, $3million of contract termination costs and $3million of reindustrialization costs. Other charges for the three months ended March31, 2010 was partially offset by $11million of recoveries and a $1million decrease in legal reserves associated with plumbing cases which is included in the Companys Advanced Engineered Materials business segment. 2009 During the three months ended March31, 2009, the Company began efforts to align production capacity and staffing levels with the Companys current view of an economic environment of prolonged lower demand. The Company recorded employee termination benefits of $21million related to this endeavor. As a result of the shutdown of the vinyl acetate monomer (VAM) production unit in Cangrejera, Mexico, the Company recognized employee termination benefits of $1 million and long-lived asset impairment losses of $1million during the three months ended March31, 2009. The VAM production unit in Cangrejera, Mexico is included in the Companys Acetyl Intermediates segment. Other charges for the three months ended March31, 2009 was partially offset by $6million of insurance recoveries in satisfaction of claims the Company made related to the unplanned outage of the Companys Clear Lake, Texas acetic acid facility during 2007 and $1million of insurance recoveries associated with plumbing cases. The changes in the restructuring reserves by business segment are as follows: Ad |
Income Taxes
| Income Taxes | |
| 3 Months Ended
Mar. 31, 2010 | |
| Income Taxes [Abstract] | |
| Income Taxes | 15. Income Taxes The Companys effective income tax rate for the three months ended March31, 2010 was 667% compared to (31)% for the three months ended March31, 2009. The change in the effective rate was primarily due to the effect of new tax legislation in Mexico, partially offset by foreign losses not resulting in tax benefits in the current period, the effect of healthcare reform in the US and lower earnings in jurisdictions participating in tax holidays. In March 2010, the President of the United States signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. Currently, employers providing retiree prescription drug coverage that is at least as valuable as the coverage offered under Medicare PartD are entitled to a subsidy from the government. Prior to the new law, employers were entitled to deduct the entire cost of providing the retiree prescription drug coverage, even though a portion was offset by the subsidy. Under the new legislation, in years subsequent to 2012, the tax deductible prescription coverage is reduced by the amount of the subsidy. As a result, the Company reduced its deferred tax asset related to postretirement prescription drug coverage by the amount of the subsidy to be received subsequent to 2012. This reduction of $7million to the Companys deferred tax asset was charged to deferred tax expense during the three months ended March31, 2010. On December7, 2009, Mexico enacted the 2010 Mexican Tax Reform Bill (Tax Reform Bill) to be effective January1, 2010. The estimated income tax impact to the Company of the Tax Reform Bill at December31, 2009 was $73million and was charged to tax expense during the three months ended December31, 2009. On March31, 2010, the Mexican tax authorities issued new regulations to clarify various provisions included in the Tax Reform Bill, including certain aspects of the recapture rules related to income tax loss carryforwards, intercompany dividends and differences between consolidated and individual Mexican tax earnings and profits. At March31, 2010, the application of the new regulations resulted in a reduction of $43million to the estimated income tax impact of the Tax Reform Bill that was recorded by the Company during the three months ended December31, 2009. After inflation and currency adjustments, the Companys estimated tax liability at March31, 2010 related to the combined Tax Reform Bill and the new regulations is $35million, payable $2million in 2010, $2million in 2011, $4million in 2012, $4million in 2013, and $23million in 2014 and thereafter. Liabilities for uncertain tax positions and related interest and penalties are recorded in Uncertain tax positions and current Other liabilities in the unaudited consolidated balance sheets. For the three months ended March31, 2010, the total unrecognized tax benefits, interest and penalties related to uncertain tax positions increased by $7million for interest and changes in unrecognized tax benefits in foreign jurisdictions, and decreased $10million due to currency translation adjustments. Currently, uncertain tax positions are not expected to chang |
Derivative Financial Instrument
| Derivative Financial Instruments | |
| 3 Months Ended
Mar. 31, 2010 | |
| Derivative Financial Instruments [Abstract] | |
| Derivative Financial Instruments | 16. Derivative Financial Instruments Risk Management To reduce the interest rate risk inherent in the Companys variable rate debt, the Company utilizes interest rate swap agreements to convert a portion of the variable rate debt to a fixed rate obligation. These interest rate swap agreements are designated as cash flow hedges. If an interest rate swap agreement is terminated prior to its maturity, the amount previously recorded in Accumulated other comprehensive income (loss), net is recognized into earnings over the period that the hedged transaction impacts earnings. If the hedging relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in Accumulated other comprehensive income (loss), net are recognized into earnings immediately. The notional value of the Companys US dollar interest rate swap agreements at March31, 2010 and December31, 2009 was $1.5billion and $1.6billion, respectively. The notional value of the Companys Euro interest rate swap agreement was 150million at both March31, 2010 and December31, 2009. The Company enters into foreign currency forwards and swaps to minimize its exposure to foreign currency fluctuations. Through these instruments, the Company mitigates its foreign currency exposure on transactions with third party entities as well as intercompany transactions. The foreign currency forwards and swaps are not designated as hedges under FASB ASC815, Derivatives and Hedging. Gains and losses on foreign currency forwards and swaps entered into to offset foreign exchange impacts on intercompany balances are classified as Other income (expense), net, in the unaudited interim consolidated statements of operations. Gains and losses on foreign currency forwards and swaps entered into to offset foreign exchange impacts on all other assets and liabilities are classified as Foreign exchange gain (loss), net, in the unaudited interim consolidated statements of operations. The notional value of the Companys foreign currency forwards and swaps at March31, 2010 and December31, 2009 was $1.1billion and $1.5billion, respectively. The following table presents information regarding changes in the fair value of the Companys derivative arrangements: Three months ended Three months ended March31, 2010 March31, 2009 Gain (Loss) Gain (Loss) Recognized in Other Gain (Loss) Recognized in Other Gain (Loss) Comprehensive Recognized in Comprehensive Recognized in Income Income Income Income (In $ millions) Derivatives designated as cash flow hedging instruments Interest rate swaps (16 ) (2) (18 ) (1) (15 ) (12 ) (1) Derivatives designated as net investment hedging instruments Euro-denominated term loan - - (1 ) - Derivatives not designated as hedging instruments Foreign currency forwards and sw |
Fair Value Measurements
| Fair Value Measurements | |
| 3 Months Ended
Mar. 31, 2010 | |
| Fair Value Measurements [Abstract] | |
| Fair Value Measurements | 17. Fair Value Measurements On January1, 2009, the Company adopted the provisions of FASB ASC820, Fair Value Measurements and Disclosures (FASB ASC Topic 820) for nonrecurring fair value measurements of non-financial assets and liabilities, such as goodwill, indefinite-lived intangible assets, property, plant and equipment and asset retirement obligations. The adoption did not have a material impact on the Companys financial position, results of operations or cash flows. FASB ASC820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level1 unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company Level2 inputs that are observable in the marketplace other than those inputs classified as Level1 Level3 inputs that are unobservable in the marketplace and significant to the valuation FASB ASC Topic 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The Companys financial assets and liabilities are measured at fair value on a recurring basis and include securities available for sale and derivative financial instruments. Securities available for sale include US government and corporate bonds and equity securities. Derivative financial instruments include interest rate swaps and foreign currency forwards and swaps. Marketable Securities.Where possible, the Company utilizes quoted prices in active markets to measure debt and equity securities; such items are classified as Level1 in the hierarchy and include equity securities and US government bonds. When quoted market prices for identical assets are unavailable, varying valuation techniques are used. Common inputs in valuing these assets include, among others, benchmark yields, issuer spreads and recently reported trades. Such assets are classified as Level2 in the hierarchy and typically include corporate bonds and other US government securities. Derivatives.Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level1 and Level2 inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instruments term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level2 in the hierarchy. The following fair value hierarchy tables present information about the Companys assets and liabilities measured at fair value on a recurring basis: Fair Value Measurement Using Quoted Prices in Active Markets for Significant Other Identical Assets O |
Commitments and Contingencies
| Commitments and Contingencies | |
| 3 Months Ended
Mar. 31, 2010 | |
| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies | 18. Commitments and Contingencies The Company is involved in a number of legal and regulatory proceedings, lawsuits and claims incidental to the normal conduct of business, relating to such matters as product liability, antitrust, intellectual property, workers compensation, chemical exposure, prior acquisitions and divestitures, past waste disposal practices and release of chemicals into the environment. While it is impossible at this time to determine with certainty the ultimate outcome of these proceedings, lawsuits and claims, the Company is actively defending those matters where the Company is named as a defendant. Additionally, the Company believes, based on the advice of legal counsel, that adequate reserves have been made and that the ultimate outcomes of all such litigation and claims will not have a material adverse effect on the financial position of the Company; however, the ultimate outcome of any given matter may have a material impact on the results of operations or cash flows of the Company in any given reporting period. Plumbing Actions CNA Holdings LLC (CNA Holdings), a US subsidiary of the Company, which included the US business now conducted by the Ticona business that is included in the Advanced Engineered Materials segment, along with Shell Oil Company (Shell), E.I. DuPont de Nemours and Company (DuPont) and others, has been a defendant in a series of lawsuits, including a number of class actions, alleging that plastics manufactured by these companies that were utilized in the production of plumbing systems for residential property were defective or caused such plumbing systems to fail. Based on, among other things, the findings of outside experts and the successful use of Ticonas acetal copolymer in similar applications, CNA Holdings does not believe Ticonas acetal copolymer was defective or caused the plumbing systems to fail. In many cases CNA Holdings potential future exposure may be limited by invocation of the statute of limitations since CNA Holdings ceased selling the resin for use in the plumbing systems in site-built homes during 1986 and in manufactured homes during 1990. In November 1995, CNA Holdings, DuPont and Shell entered into national class action settlements that called for the replacement of plumbing systems of claimants who have had qualifying leaks, as well as reimbursements for certain leak damage. In connection with such settlement, the three companies had agreed to fund these replacements and reimbursements up to an aggregate amount of $950million. As of March31, 2010, the aggregate funding is $1,110million, due to additional contributions and funding commitments made primarily by other parties. During the period between 1995 and 2001, CNA Holdings was also named as a defendant in the following putative class actions: Cox, et al.v. Hoechst Celanese Corporation, et al., No.94-0047 (Chancery Ct., Obion County, Tennessee) (class was certified). Couture, et al.v. Shell Oil Company, et al., No.200-06-000001-985 (Quebec Superior Court, Canada). Dilday, et al.v. Hoechst Celanese Corporation, et al., No.15187 (Chancery Ct., Weakley County, Tennessee). Furlanv. Shell Oil |
Business Segments
| Business Segments | |
| 3 Months Ended
Mar. 31, 2010 | |
| Business Segments [Abstract] | |
| Business Segments | 19. Business Segments Advanced Engineered Consumer Industrial Acetyl Other Materials Specialties Specialties Intermediates Activities Eliminations Consolidated (In $ millions) Three months ended March31, 2010 Net sales 282 238 (1) 242 724 (1) - (98 ) 1,388 Other (charges) gains, net 5 (73 ) - (7 ) (2 ) - (77 ) Equity in net earnings (loss) of affiliates 21 - - 1 4 - 26 Earnings (loss) from continuing operations before tax 67 (30 ) 12 30 (82 ) - (3 ) Depreciation and amortization 20 (3) 11 10 45 (3) 3 - 89 Capital expenditures (2) 5 6 5 5 2 - 23 Goodwill and intangible assets 365 287 58 321 - - 1,031 Total Assets 2,263 981 755 1,996 2,207 - 8,202 Three months ended March31, 2009 Net sales 165 266 242 572 (1) - (99 ) 1,146 Other (charges) gains, net (9 ) - (2 ) (1 ) (9 ) - (21 ) Equity in net earnings (loss) of affiliates (8 ) 1 - 2 3 - (2 ) Earnings (loss) from continuing operations before tax (27 ) 69 10 16 (84 ) - (16 ) Depreciation and amortization 17 12 13 27 2 - 71 Capital expenditures (2) 4 8 10 8 - - 30 Goodwill and intangible assets as of December31, 2009 385 299 62 346 - - 1,092 Total Assets as of December31, 2009 2,211 1,083 740 1,986 2,390 - 8,410 (1)Includes $98million and $99million of intersegment sales eliminated in consolidation for the three months ended March31, 2010 and 2009, respectively. (2)Includes decrease of accrued capital expenditures of $21million and $26million for the three months ended March31, 2010 and 2009, respectively. (3)Includes $2million for Advanced Engineered Materials and $20million for Acetyl Intermediates for the accelerated amortization of the unamortized prepayment related to a raw materialpurchase agreement (Note18). |
Earnings
| Earnings (Loss) Per Share | |
| 3 Months Ended
Mar. 31, 2010 | |
| Earnings (Loss) Per Share [Abstract] | |
| Earnings (Loss) Per Share | 20. Earnings (Loss) Per Share Three Months Ended March31, 2010 2009 Basic Diluted Basic Diluted (In $ millions, except for share and per share data) Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 17 17 (21) (21) Earnings (loss) from discontinued operations 1 1 1 1 Net earnings (loss) 18 18 (20) (20) Less: Cumulative preferred stock dividends (3) (3) (3) (3) Net earnings (loss) available to common shareholders 15 15 (23) (23) Weighted-average shares basic 150,272,227 150,272,227 143,506,981 143,506,981 Dilutive stock options 1,921,121 - Dilutive restricted stock units 449,023 - Assumed conversion of preferred stock - - Weighted-average shares diluted 152,642,371 143,506,981 Per share Earnings (loss) from continuing operations 0.09 0.09 (0.17) (0.17) Earnings (loss) from discontinued operations 0.01 0.01 0.01 0.01 Net earnings (loss) 0.10 0.10 (0.16) (0.16) The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: Three Months Ended March31, 2010 2009 Stock options 611,250 6,941,949 Restricted stock units - 628,005 Convertible preferred stock 6,302,027 12,076,985 Total 6,913,277 19,646,939 |
Ticona Kelsterbach Plant Reloca
| Ticona Kelsterbach Plant Relocation | |
| 3 Months Ended
Mar. 31, 2010 | |
| Ticona Kelsterbach Plant Relocation [Abstract] | |
| Ticona Kelsterbach Plant Relocation | 21. Ticona Kelsterbach Plant Relocation In November 2006, the Company finalized a settlement agreement with the Frankfurt, Germany Airport (Fraport) to relocate the Kelsterbach, Germany Ticona business, included in the Advanced Engineered Materials segment, resolving several years of legal disputes related to the planned Fraport expansion. As a result of the settlement, the Company will transition Ticonas operations from Kelsterbach to the Hoechst Industrial Park in the Rhine Main area in Germany by mid-2011. Under the original agreement, Fraport agreed to pay Ticona a total of 670million over a five-year period to offset the costs associated with the transition of the business from its current location and the closure of the Kelsterbach plant. In February 2009, the Company announced the Fraport supervisory board approved the acceleration of the 2009 and 2010 payments of 200million and 140million, respectively, required by the settlement agreement signed in June 2007. In February 2009, the Company received a discounted amount of 322million ($412million) under this agreement. In addition, the Company received 59million ($75million) in value-added tax from Fraport which was remitted to the tax authorities in April 2009. Amounts received from Fraport are accounted for as deferred proceeds and are included in noncurrent Other liabilities in the unaudited consolidated balance sheets. Below is a summary of the financial statement impact associated with the Ticona Kelsterbach plant relocation: Three Months Ended Total From March31, Inception Through 2010 2009 March31, 2010 (In $ millions) Proceeds received from Fraport - 412 749 Costs expensed 5 3 38 Costs capitalized(1) 68 65 684 (1)Includes decrease in accrued capital expenditures of $17million and increase in accrued capital expenditures of $7million for the three months ended March31, 2010 and 2009, respectively. |
Subsequent Events
| Subsequent Events | |
| 3 Months Ended
Mar. 31, 2010 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 22. Subsequent Events On April1, 2010, the Company announced that its National Methanol Co. joint venture (Ibn Sina), whose term is now being extended until 2032, will construct a 50,000 ton polyacetal (POM) production facility in Saudi Arabia. The Companys pro rata share of invested capital in the POM expansion is expected to total approximately $150million over a three-year period, beginning in late 2010. The Company, Saudi Basic Industries Corporation (SABIC) and Duke Energy Corporation entered into the Ibn Sina joint venture in 1981. The Company and an affiliate of Duke Energy each hold a 25% interest in the venture, with the remaining 50% held by SABIC. Upon successful startup of the POM facility, the Companys economic interest in Ibn Sina will increase from 25% to a total of 32.5%. SABICs economic interest will remain unchanged. In connection with this transaction, the Company reassessed the factors surrounding the accounting method for this investment and will change the accounting from the cost method of accounting for investments to the equity method of accounting for investments beginning April1, 2010. The impact of this change in accounting has not been determined. The Ibn Sina joint venture is included in the Acetyl Intermediates segment. On April5, 2010, the Company declared a cash dividend of $0.04 per share on its Common Stock amounting to $6million. The cash dividends are for the period from February1, 2010 to April30, 2010 and will be paid on May1, 2010 to holders of record as of April15, 2010. On April26, 2010, the Company announced that its Board of Directors approved a 25% increase in the Companys quarterly Common Stock cash dividend. The Directors increased the quarterly dividend rate from $0.04 to $0.05 per share of Common Stock on a quarterly basis and $0.16 to $0.20 per share of Common Stock on an annual basis. The new dividend rate will be applicable to dividends payable beginning in August 2010. On April27, 2010, the Company announced it is considering a plan to consolidate its global acetate manufacturing capabilities by proposing the closure of its acetate manufacturing facility in Spondon, Derby, United Kingdom. The consolidation is designed to strengthen the Companys competitive position, reduce fixed costs and align future production capacities with anticipated industry demand trends. The consolidation is also driven by a global shift in product consumption. The Company would expect to serve its acetate customers under this proposal by optimizing its global production network, which includes facilities in Lanaken, Belgium; Narrows, Virginia; and Ocotlan, Mexico, as well as the Companys acetate joint venture facilities in China. If the Company proceeds with the proposed closure, the Company expects to operate its Spondon, Derby, United Kingdom facility through late 2011 to ensure a smooth transition to these other manufacturing facilities. The Company will engage in a consultation procedure with labor unions associated with the proposed closure. In connection with the proposed closure of the Spondon, Derby, United Kingdom facility, the Company concluded that certain long-lived assets were pa |