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Section 1: 10-Q (10-Q) Section 1: 10-Q (10-Q) Table of Contents 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 CELANESE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 98-0420726 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 222 W. Las Colinas Blvd., Suite 900N Irving, TX 75039-5421 (Address of Principal Executive Offices) (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. Table of Contents CELANESE CORPORATION AND SUBSIDIARIES Form 10-Q For the Quarterly Period Ended September 30, 2016 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements 3 a) Unaudited Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 3 b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015 4 c) Unaudited Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 5 d) Unaudited Interim Consolidated Statement of Equity for the nine months ended September 30, 2016 6 e) Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 7 f) Notes to the Unaudited Interim Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 3. Quantitative and Qualitative Disclosures about Market Risk 55 Item 4. Controls and Procedures 55 PART II - OTHER INFORMATION Item 1. Legal Proceedings 56 Item 1A. Risk Factors 56 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 57 Item 3. Defaults Upon Senior Securities 57 Item 4. Mine Safety Disclosures 57 Item 5. Other Information 57 Item 6. Exhibits 58 Signatures 59 2 Table of Contents Item 1. Financial Statements CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, 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 Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended Nine Months Ended September 30, 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 Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS As of As of September 30, December 31, 2016 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 Table of Contents CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF EQUITY Nine Months Ended September
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