DELAWARE | 001-32410 | 98-0420726 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Exhibit Number | ||
Description | ||
99.1 | Press Release dated April 18, 2013* | |
99.2 | Slide Presentation dated April 18, 2013* | |
99.3 | Prepared Remarks from M. Rohr and S. Sterin dated April 18, 2013* |
CELANESE CORPORATION | |||
By: | /s/ James R. Peacock III | ||
Name: | James R. Peacock III | ||
Title: | Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||
Exhibit Number | ||
Description | ||
99.1 | Press Release dated April 18, 2013* | |
99.2 | Slide Presentation dated April 18, 2013* | |
99.3 | Prepared Remarks from M. Rohr and S. Sterin dated April 18, 2013* |
Celanese Corporation | |
222 West Las Colinas Blvd. | |
Suite 900N | |
Irving, Texas 75039 |
• | GAAP operating profit of $184 million, up 66 percent over the prior year period |
• | GAAP earnings per share of $0.88, down 27 percent from the prior year period due to GAAP taxes |
• | Adjusted earnings per share of $1.14, up 44 percent over the prior year period |
• | Adjusted EBIT of $269 million, up 37 percent over the prior year period |
• | Adjusted EBIT margins of 16.8 percent, up 480 basis points over the prior year period |
• | Adjusted EBIT increased year-over-year in Consumer Specialties, Advanced Engineered Materials and Acetyl Intermediates segments |
• | Cash on hand increased to $978 million |
• | Net debt decreased to less than $2.1 billion |
• | Received quarterly dividend from China acetate ventures of $24 million |
Three Months Ended | |||||||
March 31, | |||||||
2013 | 2012 | ||||||
As Adjusted | |||||||
(unaudited) | |||||||
(In $ millions, except per share data) | |||||||
Net sales | 1,605 | 1,633 | |||||
Operating profit (loss) | 184 | 111 | |||||
Net earnings (loss) | 142 | 193 | |||||
Adjusted EBIT (1) | 269 | 196 | |||||
Operating EBITDA (1) | 345 | 268 | |||||
Diluted EPS - continuing operations | $ | 0.88 | $ | 1.21 | |||
Diluted EPS - total | $ | 0.89 | $ | 1.21 | |||
Adjusted EPS (2) | $ | 1.14 | $ | 0.79 |
(1) | Non-U.S. GAAP measure. See Table 1 for reconciliation. |
(2) | Non-U.S. GAAP measure. See Table 3 for reconciliation. |
• | Signed a Memorandum of Understanding ("MOU") with Pertamina, the state-owned energy company of the Republic of Indonesia, to begin the detailed project planning phase for the development of fuel ethanol projects in Indonesia. The MOU outlines the parties' intentions to establish a joint venture under which Celanese would have a majority share and would license its leading TCX® Technology to the joint venture. Under the MOU, Celanese and Pertamina will select the first production location, initiate project permitting, and negotiate coal supply and other industrial partner agreements. Celanese and Pertamina expect to complete this phase of the MOU by the end of 2013. |
• | Received the JEC Innovation Award for the first thermoplastic composite tailplane for a helicopter. The new composite tailplane of the Agusta Westland AW 169 helicopter results in 15 percent weight reduction from conventional composites and contributes considerably to fuel savings and lower emissions. |
• | Introduced a new generation of Thermx® PCT grades that deliver outstanding initial reflectance and reflectance stability under heat and light as required in light-emitting diode ("LED") lighting packages found in display backlight and general lighting. |
• | Elected Edward G. Galante to the company's board of directors. Galante is a former senior vice president, Exxon Mobil Corporation. |
• | Changed the company's accounting policy for its defined benefit pension plans and other postretirement benefit plans (collectively, "Plans"). Under the new accounting policy, referred to as mark-to-market accounting, the company will recognize actuarial gains and losses and changes in the fair value of the Plans' assets in operating results in the fourth quarter of each year rather than deferring and amortizing them into future years. This change was effective January 1, 2013 and all amounts reported here reflect this new basis of accounting. |
Contacts: | ||||
Investor Relations | Media - U.S. | Media - Europe | ||
Jon Puckett | Linda Beheler | Jens Kurth | ||
Phone: +1 972 443 4965 | Phone: +1 972 443 4924 | Phone: +49(0)69 45009 1574 | ||
Telefax: +1 972 443 8519 | Telefax: +1 972 443 8519 | Telefax: +49(0) 45009 58800 | ||
Jon.Puckett@celanese.com | Linda.Beheler@celanese.com | J.Kurth@celanese.com |
• | Adjusted EBIT is defined by the company as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for other charges and other adjustments. We believe that adjusted EBIT is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Our management believes adjusted EBIT is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period to period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for its planning and budgeting process to monitor and evaluate financial and operating results and for the company's incentive compensation plan. We may provide guidance on adjusted EBIT and are unable to reconcile forecasted adjusted EBIT to a U.S. GAAP financial measure because a forecast of other charges and other adjustments is not practical. Adjusted EBIT by business segment may also be referred to by management as segment income. Adjusted EBIT margin is defined by the company as Adjusted EBIT divided by net sales. |
• | Operating EBITDA is defined by the company as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for other charges and other adjustments. Operating EBITDA is equal to adjusted EBIT plus depreciation and amortization, and has the same uses and limitations as adjusted EBIT described above. |
• | Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as earnings (loss) from continuing operations, adjusted for other charges and other adjustments, and divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of other charges and other adjustments is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP |
• | Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
As Adjusted | |||||
(In $ millions, except share and per share data) | |||||
Net sales | 1,605 | 1,633 | |||
Cost of sales | (1,272 | ) | (1,359 | ) | |
Gross profit | 333 | 274 | |||
Selling, general and administrative expenses | (106 | ) | (126 | ) | |
Amortization of intangible assets | (11 | ) | (13 | ) | |
Research and development expenses | (26 | ) | (25 | ) | |
Other (charges) gains, net | (4 | ) | — | ||
Foreign exchange gain (loss), net | (1 | ) | 1 | ||
Gain (loss) on disposition of businesses and asset, net | (1 | ) | — | ||
Operating profit (loss) | 184 | 111 | |||
Equity in net earnings (loss) of affiliates | 54 | 51 | |||
Interest expense | (43 | ) | (45 | ) | |
Refinancing expense | — | — | |||
Interest income | — | 1 | |||
Dividend income - cost investments | 24 | — | |||
Other income (expense), net | (1 | ) | 2 | ||
Earnings (loss) from continuing operations before tax | 218 | 120 | |||
Income tax (provision) benefit | (77 | ) | 73 | ||
Earnings (loss) from continuing operations | 141 | 193 | |||
Earnings (loss) from operation of discontinued operations | 2 | — | |||
Gain (loss) on disposition of discontinued operations | — | — | |||
Income tax (provision) benefit, discontinued operations | (1 | ) | — | ||
Earnings (loss) from discontinued operations | 1 | — | |||
Net earnings (loss) | 142 | 193 | |||
Net earnings (loss) attributable to noncontrolling interests | — | — | |||
Net earnings (loss) attributable to Celanese Corporation | 142 | 193 | |||
Cumulative preferred stock dividends | — | — | |||
Net earnings (loss) available to common shareholders | 142 | 193 | |||
Amounts attributable to Celanese Corporation | |||||
Earnings (loss) per common share - basic | |||||
Continuing operations | 0.88 | 1.23 | |||
Discontinued operations | 0.01 | — | |||
Net earnings (loss) - basic | 0.89 | 1.23 | |||
Earnings (loss) per common share - diluted | |||||
Continuing operations | 0.88 | 1.21 | |||
Discontinued operations | 0.01 | — | |||
Net earnings (loss) - diluted | 0.89 | 1.21 | |||
Weighted average shares (in millions) | |||||
Basic | 159.7 | 156.5 | |||
Diluted | 160.2 | 159.1 |
As of March 31, 2013 | As of December 31, 2012 | ||||
As Adjusted | |||||
(In $ millions) | |||||
ASSETS | |||||
Current assets | |||||
Cash & cash equivalents | 978 | 959 | |||
Trade receivables - third party and affiliates, net | 916 | 827 | |||
Non-trade receivables, net | 197 | 209 | |||
Inventories | 758 | 711 | |||
Deferred income taxes | 50 | 49 | |||
Marketable securities, at fair value | 49 | 53 | |||
Other assets | 38 | 31 | |||
Total current assets | 2,986 | 2,839 | |||
Investments in affiliates | 796 | 800 | |||
Property, plant and equipment, net | 3,286 | 3,350 | |||
Deferred income taxes | 603 | 606 | |||
Other assets | 480 | 463 | |||
Goodwill | 762 | 777 | |||
Intangible assets, net | 155 | 165 | |||
Total assets | 9,068 | 9,000 | |||
LIABILITIES AND EQUITY | |||||
Current liabilities | |||||
Short-term borrowings and current installments of long-term debt - third party and affiliates | 112 | 168 | |||
Trade payables - third party and affiliates | 659 | 649 | |||
Other liabilities | 459 | 475 | |||
Deferred income taxes | 25 | 25 | |||
Income taxes payable | 96 | 38 | |||
Total current liabilities | 1,351 | 1,355 | |||
Long-term debt | 2,959 | 2,930 | |||
Deferred income taxes | 44 | 50 | |||
Uncertain tax positions | 180 | 181 | |||
Benefit obligations | 1,576 | 1,602 | |||
Other liabilities | 1,123 | 1,152 | |||
Commitments and contingencies | |||||
Stockholders' equity | |||||
Preferred stock | — | — | |||
Common stock | — | — | |||
Treasury stock, at cost | (905 | ) | (905 | ) | |
Additional paid-in capital | 736 | 731 | |||
Retained earnings | 2,123 | 1,993 | |||
Accumulated other comprehensive income (loss), net | (119 | ) | (89 | ) | |
Total Celanese Corporation stockholders' equity | 1,835 | 1,730 | |||
Noncontrolling interests | — | — | |||
Total equity | 1,835 | 1,730 | |||
Total liabilities and equity | 9,068 | 9,000 |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
As Adjusted | |||||
(In $ millions) | |||||
Net earnings (loss) | 142 | 193 | |||
(Earnings) loss from discontinued operations | (1 | ) | — | ||
Interest income | — | (1 | ) | ||
Interest expense | 43 | 45 | |||
Refinancing expense | — | — | |||
Income tax provision (benefit) | 77 | (73 | ) | ||
Other charges (gains), net (1) | 4 | — | |||
Other adjustments (1) | 4 | 32 | |||
Adjusted EBIT | 269 | 196 | |||
Depreciation and amortization expense (2) | 76 | 72 | |||
Operating EBITDA | 345 | 268 |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
(In $ millions) | |||||
Advanced Engineered Materials | — | — | |||
Consumer Specialties | — | — | |||
Industrial Specialties | — | 2 | |||
Acetyl Intermediates | — | — | |||
Other Activities (3) | — | — | |||
Accelerated depreciation and amortization expense | — | 2 | |||
Depreciation and amortization expense (2) | 76 | 72 | |||
Total depreciation and amortization expense | 76 | 74 |
(1) | See Table 8 for details. |
(2) | Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. |
(3) | Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. |
Three Months Ended | |||||||||||
March 31, | |||||||||||
2013 | 2012 | ||||||||||
As Adjusted | |||||||||||
(In $ millions, except percentages) | |||||||||||
Operating Profit (Loss) / Operating Margin (1) | |||||||||||
Advanced Engineered Materials | 36 | 10.9 | % | 24 | 7.6 | % | |||||
Consumer Specialties | 78 | 26.4 | % | 40 | 15.2 | % | |||||
Industrial Specialties | 15 | 5.2 | % | 20 | 6.5 | % | |||||
Acetyl Intermediates | 75 | 9.3 | % | 62 | 7.3 | % | |||||
Other Activities (2) | (20 | ) | (35 | ) | |||||||
Total | 184 | 11.5 | % | 111 | 6.8 | % | |||||
Equity Earnings, Cost - Dividend Income and Other Income (Expense) | |||||||||||
Advanced Engineered Materials | 40 | 43 | |||||||||
Consumer Specialties | 26 | 1 | |||||||||
Industrial Specialties | — | — | |||||||||
Acetyl Intermediates | 3 | 1 | |||||||||
Other Activities (2) | 8 | 8 | |||||||||
Total | 77 | 53 | |||||||||
Other Charges and Other Adjustments (3) | |||||||||||
Advanced Engineered Materials | 2 | 3 | |||||||||
Consumer Specialties | 4 | 17 | |||||||||
Industrial Specialties | 1 | 2 | |||||||||
Acetyl Intermediates | 1 | 2 | |||||||||
Other Activities (2) | — | 8 | |||||||||
Total | 8 | 32 | |||||||||
Adjusted EBIT / Adjusted EBIT Margin (1) | |||||||||||
Advanced Engineered Materials | 78 | 23.7 | % | 70 | 22.1 | % | |||||
Consumer Specialties | 108 | 36.6 | % | 58 | 22.0 | % | |||||
Industrial Specialties | 16 | 5.6 | % | 22 | 7.1 | % | |||||
Acetyl Intermediates | 79 | 9.8 | % | 65 | 7.6 | % | |||||
Other Activities (2) | (12 | ) | (19 | ) | |||||||
Total | 269 | 16.8 | % | 196 | 12.0 | % | |||||
Depreciation and Amortization Expense (4) | |||||||||||
Advanced Engineered Materials | 29 | 27 | |||||||||
Consumer Specialties | 10 | 9 | |||||||||
Industrial Specialties | 12 | 13 | |||||||||
Acetyl Intermediates | 21 | 20 | |||||||||
Other Activities (2) | 4 | 3 | |||||||||
Total | 76 | 72 | |||||||||
Operating EBITDA | |||||||||||
Advanced Engineered Materials | 107 | 97 | |||||||||
Consumer Specialties | 118 | 67 | |||||||||
Industrial Specialties | 28 | 35 | |||||||||
Acetyl Intermediates | 100 | 85 | |||||||||
Other Activities (2) | (8 | ) | (16 | ) | |||||||
Total | 345 | 268 |
(1) | Defined as operating profit (loss) and adjusted EBIT, respectively, divided by net sales. See Table 4 for net sales. |
(2) | Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. |
(3) | See Table 8 for details. |
(4) | Excludes accelerated depreciation and amortization expense. See Table 1 for details. |
Three Months Ended | |||||||||||
March 31, | |||||||||||
2013 | 2012 | ||||||||||
As Adjusted | |||||||||||
per share | per share | ||||||||||
(In $ millions, except per share data) | |||||||||||
Earnings (loss) from continuing operations | 141 | 0.88 | 193 | 1.21 | |||||||
Deduct: Income tax (provision) benefit | (77 | ) | 73 | ||||||||
Earnings (loss) from continuing operations before tax | 218 | 120 | |||||||||
Other charges and other adjustments (1) | 8 | 32 | |||||||||
Refinancing expense | — | — | |||||||||
Adjusted earnings (loss) from continuing operations before tax | 226 | 152 | |||||||||
Income tax (provision) benefit on adjusted earnings (2) | (43 | ) | (26 | ) | |||||||
Noncontrolling interests | — | — | |||||||||
Adjusted earnings (loss) from continuing operations | 183 | 1.14 | 126 | 0.79 | |||||||
Diluted shares (in millions) (3) | |||||||||||
Weighted average shares outstanding | 159.7 | 156.5 | |||||||||
Dilutive stock options | 0.2 | 1.9 | |||||||||
Dilutive restricted stock units | 0.3 | 0.7 | |||||||||
Total diluted shares | 160.2 | 159.1 |
(1) | See Table 8 for details. |
(2) | The adjusted effective tax rate is 19% and 17% for the three months ended March 31, 2013 and 2012, respectively. |
(3) | Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
(In $ millions) | |||||
Net Sales | |||||
Advanced Engineered Materials | 329 | 317 | |||
Consumer Specialties | 295 | 264 | |||
Industrial Specialties | 288 | 309 | |||
Acetyl Intermediates | 808 | 852 | |||
Other Activities (1) | — | — | |||
Intersegment eliminations | (115 | ) | (109 | ) | |
Total | 1,605 | 1,633 |
(1) | Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. |
Volume | Price | Currency | Other | Total | ||||||||
(In percentages) | ||||||||||||
Advanced Engineered Materials | — | 4 | — | — | 4 | |||||||
Consumer Specialties | 5 | 7 | — | — | 12 | |||||||
Industrial Specialties | (3 | ) | (4 | ) | — | — | (7 | ) | ||||
Acetyl Intermediates | (4 | ) | (1 | ) | — | — | (5 | ) | ||||
Total Company | (2 | ) | — | — | — | (2 | ) |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
As Adjusted | |||||
(In $ millions) | |||||
Net cash provided by operating activities | 147 | 215 | |||
Net cash (used in) investing activities (1) | (87 | ) | (155 | ) | |
Net cash (used in) financing activities | (35 | ) | (21 | ) | |
Exchange rate effects on cash and cash equivalents | (6 | ) | 6 | ||
Cash and cash equivalents at beginning of period | 959 | 682 | |||
Cash and cash equivalents at end of period | 978 | 727 |
(1) | 2013 and 2012 include $3 million and $21 million, respectively, of capital expenditures related to the relocation of our Kelsterbach, Germany POM operations. |
Three Months Ended | |||||
March 31, | |||||
2013 | 2012 | ||||
(In $ millions) | |||||
Dividends from equity investments | 47 | 111 | |||
Dividends from cost investments | 24 | — | |||
Total | 71 | 111 |
As of March 31, 2013 | As of December 31, 2012 | ||||
(In $ millions) | |||||
Short-term borrowings and current installments of long-term debt - third party and affiliates | 112 | 168 | |||
Long-term debt | 2,959 | 2,930 | |||
Total debt | 3,071 | 3,098 | |||
Less: Cash and cash equivalents | 978 | 959 | |||
Net debt | 2,093 | 2,139 |
Other Charges (Gains), net: | Three Months Ended | ||||||
March 31, | |||||||
2013 | 2012 | ||||||
(In $ millions) | |||||||
Employee termination benefits | 2 | — | |||||
Kelsterbach plant relocation | 2 | — | |||||
Total | 4 | — | |||||
Other Adjustments: (1) | Three Months Ended | ||||||
March 31, | Income Statement Classification | ||||||
2013 | 2012 | ||||||
(In $ millions) | |||||||
Business optimization | — | 5 | SG&A | ||||
Kelsterbach plant relocation | — | 3 | Cost of sales | ||||
Plant closures | 1 | 4 | Cost of sales / SG&A | ||||
Acetate production interruption costs | — | 10 | Cost of sales | ||||
Other | 3 | 10 | Various | ||||
Total | 4 | 32 | |||||
Total other charges and other adjustments | 8 | 32 |
(1) | These items are included in net earnings but not included in Other charges (gains), net. |
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