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i i i Cif3?ao SECURITIES ASD EXCHUCZ CCHMISSIDN Washington, J.C. 20549 FOiW LO-t ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) THE SECURITIES EXCHAIOS ACT OF 1934 For the fiscal year ended December 31, 1970. Crijision File No. 1-1308 CHARESE CORPORATION lExact name of registrant as specified in its charter) SECD-s.2 Delaware (State or other jurisdiction of incorporation or organization) 13-5568434 Mak 3 | i; (I.R.S. Qnployer Identification No. ) 522 Fifth Avenue. New York. N.Y. (Address of principal executive office*) ________ IQQ36 (Zip Code) Registrant's telephone number, including area code 212-867-2000 Securities registered pursuant to Section 12 (b) of the Act: Title of each class 3 1/2Z Debentures, due October 1, 1976 47. Convertible Subordinated Debentures due April 1, 1990 Preferred Stock, Series A Convertible Preference Stock 7Z Second Preferred Stock Cocsoon Stock Hame of each exchange on which registered New York Stock Exchange New York Stock Exchange New York Stock Exchange Hidvest Stock Exchange None New York Stock Exchange Midwest Stock Exchange Pacific Coast Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: None (Title of Class) 'J~, ' a -AVI ITEM 1 3USINESS. Cflanew., incorporated in Delaware in 1918, has executive oScra at 522 Fifth Avenue, New York, N. Y. Having begun as a manufacturer of acetate yarn, Ceianese, together with its related ^ foreign companies, now manufactures and sells a diversified line ot fibers, chemicals, plastics and palm. and industrial coalings. Most of the products are made by chemically processing and upgrading two raw materials, wood pulp and petroleum derived hydrocarbons. While most of Celanese's sales are to other manufacturers for use in a wide variety oi coasmner and Industrial products, paints and related products are sold both at wholesale and retail The term "Ceianese'' hereinafter means Ceianese Corporation and its domestic subsidiaries unless the context otherwise indicates. Ceianese Is also sometimes referred to herein as "the Registrant". For each of the years 1967 through 1970, sales volume of the basic product linns of Ceianese were: - (in mt'lllnw)-- 1967 T968 \VA 1973 Fibers .................................... Chemicals .............................. ............ Plastics .................................. ............ Coatings.................................. ............ Petroleum .............................. ............ Forest Products.................... ............ Intercompany sales .............. ............ Total ...................................... ............ 1615 1015 143.3 146.6 65.1 1.181.1 (71.1) SI,110.0 $ 6505 1855 116-2 147.4 187J 462 1,334.2 (78.4) $12555 S 702.4 201-3 1242 96-3 192.5 -- 12167 (665) $1249.9 S 6815 198.3 1192 965 __ -- 1.0955 (592) $1.0362 Tbe able below shows the per share income before extraordinary items contributed by each of tbe major product groups of Ceianese--fibers, chemicals, plastics, and coatings--over the past four years. Amounts attributable to operations divested in prior years are shown as "discontinued operations" ami include forest products and non-U.S. coatings operations through 1968 and petroleum operations through 1969. Tbe income per share data by product group reflect allocated administrative and finsnring preferred dividends. Income before taxes is not shown because different operations have varying tax rates that have a significant effect on product profitability. In addition, minority interests are not tbe same far each product group and income before minority interest does oat, therefore, reflect each product group's contribution to Celanese's total income per share. For tbe same reason, inmmr per share not be rested to product group sales, which are stated before minority interest. In 1970, income per share from fibers operations amountrd to $223 and contributed 65 prr*nf of Celanese's total. Tbe percentage contribution from the fibers upnifions has increased year from 1967^ Chemical operations contributed $1.00 or 28 percent of the trvaL Plastics contributed 27 per share or eight percent of the total, down from the 13 percent contributed in 1969, hot higher than the oootribatfan on a percentage in 1968. Tbe coatings products gitep, after providing for tbe q administrative and financing costs, reflected a loss of four cents. 1 75 1967 Income Percent Prr Share of Total Present operations Fibers .................... 52.03 Chemicals .............. 1.22 57% 35 Plastics .................. J1 9 Coatings ................ (.02) (1) Total .............. 3.54 100% 1968 Income Percent Per Share of Total $2.64 1.31 60% 30 228 6 .16 4 4.39 100% 1969 Incc_ae Percent Per L_ir; of Total 1973 baeoroe Percent Per Share of Total $2J6 1.10 61% 24 j7 13 .10 2 4J3 100% $2228 6r% 1.00 28 27 S (-04) (1) $3.51* 100% Discontinued operations .58 Total .............. $4.12 (.37) $4.02- 88 $5.41* * Before extraordinary item*. In general Celanese's products, ir. each of its basic product lines, are sold in highly competitive markets. During the two year period 1969-1970, Celanese made capital expenditures of approximately $3082 million. Most of these expenditures were for the purpose of increasing productive capacity. Due pri marily to the recent economic slowdown capacity was in excess of 1970 sales volume. Fibers United States Operations Fibers for apparel, home furnishings, industrial and other uses are divided into two broad categories: oatural fibers such as wool and cotton, and man-made fibers. Man-made fibers are generally divided into three sub-cutegories: cellulosic fibers derived from cellulose and consisting chiefiv of raran. acetate and triacetate fibers; non-ctiluiosic fibers derived from long chain polymers and consisting chiefly of polyester, nylon and acrylic fibers; and other fibers manufactured from noo-fibroos natural materials such as glass. Celanese produces a broad range of man-made fibers which *cc sold for a wide variety of end-uses. Cellulosics. Cellulosic fibers are produced by Celanese principafly from acetic add supplied by Celanese's chemical plants and wood pulp purchased from Columbia Cellulose Company, Limited under long-term contract (see Other Foreign Investments) and from others The principal erfle^ose fibers are: Acetate Filament Yam--Celanese believes it is the workfs largest producer, accounting for approximately half of U. S. production. This fiber represents a substantial portion of Celanese fiber sales. Among the end uses are men's, women's and children's apparel, curtains, draperies and upholstery. Triacetate Filament Yarn--Cefanrse is the only U. S. producer of this "ease of care" fiber introduced in 1955 under the trademark Ansel. Arnel is one of the major man-made fibers m the women's apparel field. Other principal uses are men's and children's appareL Acetate Cigarette Filter Tow Celanese is one of two U. S- producers. AH major U. S cigarette-L" companies are customers of Obnear. Celanese and its subsidiaries are also major suppliers to world ' markets through mamiiacturing operations (licensed or owned) m seven mnigrirs and exports throughout the world. -.........>:csa i X 'N Other ceilulosic fibers manufactured by Ceianese are acetate and triacetate staple which are sold to customers who spin them into yam or use them for fiberfiH produces. N&n-trliulories. Commencing in 1958 Ceianese has diversified its fiber operations by its entry into the ncn-ceUulosic field through its interest in Fiber Industries, Inc. {(&]&% owned by Ceianese. and yix/iJo by Imperial Chemical Industries Limited, ("I.C.1/*]). Ceianese markets ail fibers produced by Fiber Industries, Inc. The nou'Ceilulosic product line includes: Polyester Textile Filament Yam--Fiber Industries, Inc is believed to be the second largest ot eight U. S. commercial producers of this textile yam. Polyester textile filament yam is the fastestgrowing product in the total U. S. fiber market. Major end uses include a wide variety of knitted and woven apparei and home furnishing fabrics. Polyester Industrial Filament Yam--Fiber Industries, Inc is believed to be the largest supplier c; polyester tire yam which has taken over the major share of the U. S. original equipment market and constitutes a substantial part of the replacement tire market for passenger cars. In addition, polvcser industrial yarns are used for other end products such as belting and sewing thr^d Poly/ster Staple--Of eight U. S. commercial scale producers Fiber Industries, Inc is believed to be the second largest. End uses include men's, women's and children's apparel fiberfiU products, home furnishings and industrial uses. Polyester fiber is produced principally from chemicals purchased in the open market under contracts of varying periods and u marketed under the trademark FortreL .VyIon 66 Yam--Nylon 66 is produced commercially by Fiber Industries, Inc and seven other companies in the U. S. and is used in apparel home furnishings, tire cord and other industrial products. Tlie chemical intermediates from which nylon 66 is manufactured an* furnished by a f>larw^j chemical plant (See Chemicals). Other Products--In December 1970, Criancir announced expanded activity m the evaluation and tearing of man-made smoking material, with plans to build a semi-works production facility which will supplement research activities being carried out. Tbe trademark Cytrei has been registered to designate this smoking material, which has a cellulose base Although it is not now being marketed commercially, the material has been made available for evaluation by cigarette manufacturers throughout the world and also has had some limited test marketing outside of the U. S. Ceianese recognizes that the afaSty to atisfy human taste will be a vital factor in the consumer acceptance of this product. Patent applica tions have been filed for the purpose of protecting inventions developed through research in smoking materials over more than 10 years. Marketing. Ceianese tbe major portion of its fibers and yarns directly to ruilZs and other intermediate processors; nonetheless its indirect marketing, efforts extend oo a nationwide basis to eadb level m tbe textile manufacturing and distribution system, through technical service, advertising and promotion, to the ultimate consumer of the apparel and home furnishings made from soch fibers and yarns. There is considerable price competition in most fiber products. La addition to advertising, directed both to tbe trade and tc tbe ronsuiiiing puhfic, .mWt. market research and maintains constant communication with designers, cocrertera, fabricator! and retiilmTSSfc' in order to anticipate and meet changes in fashion and popular taste. Ceianese produced fibers and jams are further processed into a broad range of fabric textures and weights. - .i-jJP.as 1 \ i i i i 3 1 r.K.ixL. maintains development laboratories, which dnpliretr typical tezrile mill facilities, together with research, pilot and commercial scale facilities for derdopmest of new and improved fiber and yam products. Coordinated research, thorough testing of processing techniques and preparation of sample materials for mill customers are important factors in the marketing of its fibers and yarns. Chemicals In 1945 Cdanese first entered the petrochemical fidd, primarily to obtain a supply of acetic add and related chemical raw materials for its fiber operations. As this phase of die business expanded and additional products were developed, many chemicals produced were sold to faera During 1970, Celanese sold approximately 70% of its chemical production externally, with the remaining 30% being further processed into fibers, plastics and coatings Celanese believes it occupies a leading position in the technology of direct oxidation of hydro carbons. It produces and sells more than 90 individual products in the following broad classes of petrochemicals: acids, alcohols, aldehydes, anhydrides, esters, glycols. Intones, monomers, nylon raw materials and polyols. These chemicals are used in the manufacture of a wide range of consumer and industrial products, including adhesives, paints, surface coatings, building materials, detergents, fad additives. lubricants, leather coatings, paper, pharmaceuticals, plastics, rubber and man-made fibers. Celanese produces, sells and uses in volume each of its principal chemicals, including acetic add. methanol, butanol, acetaldehyde, ethylene oxide, formaldehyde, vinyi annate and various acrylates, glycols and polyols. These chemicals are produced from different basic raw materials by several different processes. Such taw materials are purchased by Celanese on the open marlcrt and tinder contracts of varying periods. Raw material price fluctuations which may occur from time to time are not expected to have a material effect on the business of Celanese. Direct sales efforts are supplemented by its technical service department which assists customers m utiliration of established chemicals as well as supporting development of uses for newly produced chemicals. Plastics The plastics products of Celanese consist of resins and fabricated or partially ftoricated products. The plastic resins are: Acetal Copolymer--This high strength engineering plastic, a replacement for metals, evfw plastics and other materials, is sold under the trademark Cefcrm. and has wide applications including automobile parts, appliances, plumbing fixtures, hardware, industrial and commtmicaQaa equipment and audio recording devices. Broad acceptance has been attained, portaularfy in engineering appli cations, including replacement of die-cast zinc, brass and other metals. fVImn is 2. product o{ the Celanese research laboratories and processes for rating Cekxm and toe coenpositioa thereof are covered by pending and issued patents. The basic raw material for Cekon is formaldehyde, which is produced by Celanese. (See Chemicals.) Ccfinesc is one of two U. S. projneers of wmt resos and toe only producer of acetal copolymer. High Density Polyethylene Rejm--This resin is sold trader tlw trademark Fortiflex and is < , for bottles, housewares, toys, wire coatings, pipe and extruded sheet, ad other applications. Ci-latww ... is one of the nation's largest producers of this resin. 4 4 l S'yion--Nylon resin is used in a broad range of applications including bearings, tool bossings, electrical insulation, hardware, and automotive parts. The raw material is supplied by rrbnvj (See Chemicals.) Cellulose Acetate and Cellulose Propionate Molding Compounds--These resins are used in applications such as toys, buttons, brushes, optical frames, telephones, automotive pans and appliance housings. Celanese has announced its intention to withdraw from the manufacture and sale of these resins during 1971. Fabricated and partiallv fabricated plastic products are: Polyester Film -- This film, sold under the trademark CHarar, is a high tensile strength trans parent material used for electrical insulation, audio and video recording tape, drafting and engineer ing supplies, pressure sensitive tapes, photo base film, stationery supplies and printed arcuits. Olais one of five U. S. producers. Raw materials are obtained from Fiber Industries, Inc (See Fibers.) Plastic Pipe and Fittings -- These products are sold tinder the Yardler trademark for ad uses including agricultural, housing, industrial and oil field applimciotis. Raw materials include of the plastic resins mentioned above and otfter resins which are purchased in the opm market. is one of numerous U. S. producers. Acetate Film and Sheet--Acetate film and sheet are used for vacuum-formed packaging, protec tive covers, recording tapes, rigid transparent containers, food wrapping and packaging, laminates for packaging and optical frames. Celanese is the largest U. S. supplier of acetate film and one of several suppliers of acetate sheet Raw materials are Trannfarmred by Crlanry (See Fibers.) Direct sales efforts are supplemented by a techzuml service department which assists customers in utilization of established plastics as well as supporting developmott of uses for needy produced pJ*<rir? There is considerable price competition in most plagin pioducii. Paints and Industrial Coatings In August 1964, CVlarw-v acquired the business and assets of Devoe & Reynolds Company, Inc, the discoverer and developer of epoxy resms. Now known as Crianese Coatings Company, it carries' on an active research program in the paint and surface roaring field. The product line includes industrial roarings, resins, a complete line of paints for trade and mnsnmrr applications, and other products inckienta' to the paint and industrial coating industry. These products are sold under the Devoe and Jooes-D* "oey trademarks among others. Approximately two-thirds of sales are resins and coatings for anti .orive, industrial and marine markets. The ramming sales are for trade and applications and are made to contractors and users through distributors, dealers, and With rational distribution of a complete line of products, f/Umrn. is among the ten largest nxppben in the paints and industrial coatings industry. Sales efforts are by product and technical service personnel who assist emtomm in utilisation of products and in ^^r`i development of new coatings. Irma>A7TWAL Oraunon Celanese first extended manufacturing operations outside the conrinoxtal United States in 1944. Today consolidated international subsidiaries and related companies operate plants in eleven countries* employing in the aggregate more than 15.000 persons. Cclancse has interests in affiliated companies which are engaged principally in manufacturing or selling operations in over sixty countries outside the United States. These operations are subject to the economic and political risks inherent in business. Canada ChemceH Limited (''ChemceH"), 57.1% of the common stock of which is owned by Cefaaese <"S*e 4)tis one of three major producers m the Canadian man-made fiber industry, one of the two largest among many producers in the textile industry and ooe of seven major producers in the ranaifen chemical industry. ChemceH has recently announced a divestment and shutdown program, including three major chemical facilities, and has made substantial writedowns in the carrying value of <vrwm investments. (See Note E to Consolidated Statement of Income.) It sow produces and sells: petro chemicals including acids, alcohols, aldehydes, ".hydrides, poiyois and monomers; and various inorganic chemicals, including xanthates. Some of its chemicals are combined with wood pulp to manufacture cellulose acetate (lake, which in turn is processed into acetate tow for cigarette filters and into yarn and fiber for further processing into fabrics or for sale to Canadian texak mills and for export. The balance of the chemical and Hake production is sold in the Canadian and export markets. Through an affiliated company it is also engaged in gas and oil exploration. It also sells in Canadian and export markets: acetate, triacetate and polypropylene fibers and jams; fabrics of acetate, nylon, polyester and triacetate; and carpets made from acrylic, nylon, polyester and polypropylene fibers. ChemceH holds a 40% interest in MiDhaven Fibres Limited ("fcGDhaven"), manufacturer of polyester vam at.d fiber; Canadian Industries Limited (a subsidiary of I.C.L), owns the remaisiag 60%. ChemceH and Canadian Indusrries Limited own equally CEL-CIL Fibres Limited, which markets all yam and fiber produced by ChemceH and Millhaven, mebidmg armre. polyester, polypropylene and triacetate. Alma Paint and Varnish Company T.imifrd, a wholly-owned Canadian subsidiary of r/lw** manu factures and sells p3*"** and coatings. Europe Amcel Europe, S.A., a wholly-owned subsidiary of Cebnese, produces io Belgium triacetate filammt yarn, ^<*rrafp filament yarn a**d acetate tow for cigarette filer mafrriaL Celanese has a substantial minority interest in Ticona Potymerwerke G-m-bJL, which operates a plant in Wes Germany for the production of arrtal copolymer. Long term plans, have been announced for the possible erection in the United Kingdom of a pfc * to tiaanfarture acetal copolymer and to be jointly owned by Cefanese and ICI. 6 Mexico Celanese Mexicana, S.A., in which Celanese has a substantial minority investment, is among the largest manufacturing companies in Mexico and is the country's largest producer of man-made fibers. Celanese Mexicans produces acetate, rayon, nylon 6 and polyester yam and fiber; cellulose acetate flake, cellophane, dissolving cotton (inters, pulp and, as a by-produa. sodium sulphate; and petrochemicals including adds, alcohols, anhydrides, emulsions, esters, ketones and celiulosic plastics; manufacture of acrylics is scheduled to begin in 1971. OfArr Countries Subsidiaries of Celanese in Colombia, Venezuela and Brazil produce one or more of the following products: polyester, nylon, acetate and rayon yam and fiber, textiles, acetate tow for cigarette filters and cellophane. Celanese has a substantial interest In a company in Peru and minority interests in companies in Japan producing or marketing one or more of the following products: acetate, acetal copolymer, triacetate, rayon and polyester yarn and fiber, sulphuric add, mixed fertilizers and other chemicals and products. O^-er Foreign Investments Columbia Cellulose Company, Limited ("Columbia**), 9U% of the common shares of which are owned by Celanese, is primarily engaged through its operating subsidiaries, in the operation of pulp mills in British Columbia and in selling the products of soch mills consisting of dissolving sulphite pulp, bleached kraft pulp and lumber. Dissolving sulphite pulp is used principally for the production of cellu lose fibers and kraft pulp l* used prindpally in the manufacture of paper products. A substantial portion of Celanese's requirements of dissolving wood pulp is frrnished by Columbia. During 1968 Celanese announced a program to divest itself of certain non-U.S. operations including Columbia- Consistent with this intended program of divestment, the accounts of Columbia have not been consolidated with the Celanese financial statements since June 30, 1968. (See also Notes and 3 of Notes to Financial Statements of Celanese Corporation and Consolidated Subsidiaries. rviarwy holds investments in certain other corporations located in The Netherlands. France and Germany. Research, Patents and Licensing Cebnese maintains principal research and development laboratories at Summit, New Jersey; Charlotte, North Carolina; Corpus Christi, Texas; and Louisville, Kentucky. Over 1,700 employees are engaged in basic and applied research and development mriuding over 650 professional employees. In addition product and process development laboratories are maintained at most of the plants. Sub sidiaries and affiliates also maintain research hboratorics at various locations. owns or is licensed under numerous patents of which some are important to specific oaccmeraal oper?rinn< No one patent or group of patents, however, is considered of material import - to the as a whole. ; } 1 I i { a 7 - tL ; r..\-'-r Celanese has also developed and acquired technical inforaarioo m its mrrrelated fields of chemicals, fibers, surface coatings and plastics, which it has licensed varying degree; to affiliated companies and others in loth the United Stales and certain foreign coumo. Employees At December 31. 1970 Cebnrse had approximately 24X100 employees a the United States, including over 3.300 exempt technical, managerial and administrative employees. The majority of its principal domestic plants are organized by various labor onions. The applicable labor agreements are, for the most part, for terms of either two or three years. From rime to ant work stoppages have occurred in various plants but hate not been considered of material sopor*- "re mie business asa whole. Celanese maintains comprehensive benefit plans for tie welfare and security of its employees and tbeir families. Such plans indude retirement income aod group instance plans, with retirement pensions, a stock bonus plan, disability benefits, hospital rdiral and asgicaJ reimbursements, major medical benefits and life insurance benefits for hourly and salaried employees. Celanese believes its relations with its employees have been satisfactory. As part of a strategic review to prepare the company for the changing conditions of the 1970's. Celanese announced on October 1, 1970 plans to reduce its U-S workforce by about 2J30O persons by Jane 1971. much of such reduction having been arrorpHied by the od of 1970. '--***. *>>d Sr'. Vi' 8 `4 i ITEM 2 SUMMARY OF OPERATIONS CELANESE CORPORATION AND CONSOLIDATED SUBSIDURIES * COhSOLIDATED STATOfEAT OF INCOME The following consoliiiated statement of income of Celanese Corporation and consolidated subsidiaries has been examined by Peat, Marwick, Mitchell & Co., independent certified public accountants. This statement should be read in conjunction with the consolidated financial smtemenis, related notes and accountants' report appearing elsewhere in this Fora 10K. _(1_*__a_illYtoenavr* eewnpcpe<d DserccOiutpn am_o_u_-*_u_) W4* IW 1W 1949 1910 Sates ............................................................................................. $1,022-2 H.JIO.O $1753.8 I179.9 $1,036.7 Operating costs (notes A and 9) : Cost of goods sold (notes B and 2) ............................. Selling wj administrative ................................................. Research and development ............................................... Cost reduction program (note O ................................... Total operating costs ................................................ Operating income............................................................... Dividends, interest and other ierotne ..................................... Interest expense .................................................... .................... Operating and othe- income............................................. 699.5 145 7 33J -- 8? 3.0 1447 IU (3175 1234 787.6 146J 38.8 -- 972.7 L37J 8.1 (34.5) 110.9 3$4rt 1477 418 1,074 4 181.4 72 (407) 1484 880.4 1397 4S.6 1.0687 1817 15_5 (34.4) 162-3 7510 1174 53.4 64 9397 974 297 (31S', 94.4 Provision for ucome taxes (note 3). Payable: For the year...................................................... In future years ................................................ Investment credit effect .................................................... Income before minority interest ............;....................... IGnonty interest ........................................................................ Income before extraordinary items (note D) .............. Extraordinary items net of income taxes (note E) .......... Net Income (note D) ........................................................ Dividends oo preferred stock (note 7) ................................. Net income availabi. `or coiiinaon stockholders............ 36.? 9.0 43 504 73.0 6.4 66.6 6&o (< $ 624 29.4 6.6 1-5 47.5 63.4 4.1 59J 59J (4.5) $ 544 56.4 as 119 804 674 94 574 (in 8) (77.0) (4.4) 8 (8L4) 65-5 5.9 14 737 89.1 124 76J 37 79.5 (4.4) S >11 2L4 137 04 35.* 594 !, 514 05) 48J (4J) 8 44i Pc share of common stock (note F) : . Primary income: Income before extraonUary item......................... Net incofcse ................................................................ Folly diluted income: ?rxT*ri before extraordinary items .......................... Net Income ................. ........... ............... ................. Cash di /idends declared by Celanese Corporation........ $479 479 4> 440 3 $240 HI2 4.12 198 348 =ss $2-00 $442 (4J1) C.41 544 8151 3J2 108 -- $240 .*- 7 ' 117 E - a.40 " as 124 * . $240 --< CO? -;'.: ` - '. ' Weighted average number of shares ..................................... 12JSiLiS 11307.594 1308022 11316715 * Amounts have been reclassified on a basis consistent wkh 1969 ami 1770. - - v. *> * x. Numbered notes refer to Notes to Financial Statements of Celanese Corporation^' and Consolidated Subsidiaries, (Footnotes oo following pages) 9 (A) Depredation, depletion and amortiatkm erpuse is in coder the operating cost eiissifiauou to which it applies. The amount at such expense included herrm is: 1964 ^&2 affirm; 1967. 5878 million; 1968. $93.9 million; 1909. $96 7 tmi'ion t$8J7 million excluding petroleum operation) ; and 1970, $97.5 ouUioo (sec oote 4 gi notes to the financial -Jtaiemenu). . B) The inventories used in determining cost ot goods %M in the consolidated statement ol income acre 1970 1969 1968 1967 1966 1965 $201.8 178JJ 1/1.9 206.9 1878 175.4 (C) Represents trmunanoci costs associated with a pfas Cc rtar&aii- and streamline certain manufacturing, marketing, research and sq8 functions. This charge to operations axnotaaed to $3.4 million, net of cutes, or $7-6 per stare. (L>) Income beiore extraordinary items, net income ad dividend: from consolidated aooU. 5. subsidiaries and provision tor non-U. S. income taxes are: Yean coded Dcccoiocr 31 1970 1969 1968 1967 1966 B'rtnA** (bK US Ot CUTOfdlOOTT SOSS. $ 6.5 12.8 (<.S) (0.75 14 *O0J) can) (0-7) 14 hra*uoa for KwU.S. Incan* T**es* S26 $ 3-5 28 9.1 26 1U 29 67 3J 13-5 (E) Extraordinary items include: (ta wtOern0 tvw 1VT0 Provision for anbapaled loss on noo-U. S. operation ............. . $(1*93)) $- $- liKome tax benefits from losses on prior divestments of non-U. . operations ................................................................... --.......... . --. 19.6 Provisioo for divestment of certain European trade operatises ($35-2 million less income ax benefit! of $155 sdfas) ........--. QJ Provisioo for bases cm shutdown and dispowboc of asain Cunfen and U. S. bdlities ($30.4 mailioc km income axes of SL5J million) ................................................................. ~....................... Reduction of carrying value of certain investments 4 a Catalan subsidiary .........................................................................--..................-- (147) (8-1) Gain on sak ci pttioleuju operarims, net of taxes of $XL2 miTT-- .. 219 Excess of oost of mvestmoiu over related equities ................. (217) Eject of change in accounting principles applicable In wriu. rf of J! preoperaong costs previously deferred............................... ... qsj) I $(1348) * 32 1M- i In 1968. an extraordinary charge to income of $119 nuSna prpwdid for losses expected to be reafixed undo' the v Corporation's program to divest itself of certain bqb-U. S. Had the operating results td three of these 1 companies; which woe not subsidiaries b 1969, be tfm eonsoCdated statement of income for the year 1968, consolidated abet weald have been $1,1712 mSUon; before extraontinary bns would ktc K^n nrillioo. or $477 per share and crasofidued net hn would fait beat $67 gtillian. pr $U6 per share.:. No recogritiaa was given to posable fame tax benefits, which w sre ahtoramtoUe at that time.* Daring 1970,' k was J Hr '--* that, prinnrily because of taxable gam* snbseqnmtty tax bodies of *j $19.6 affion had availabie Id offset losses attributable to soch It was decided 1970 to divest Cebnese Equkkj Corpaxion and CrfEnro'N.V^vrhich were holtfag fcr^7 two Emwpeaa textile opcralksu to be divested, Cotofil GmbH, k Co, (9% owned) and the Frasda Textile group (100% '- -" ' ' 7- ` ,v- . -7 ^ ' - io ' ^ -S'- owned) Operating loj were included in consolidated income io prior yean, but no oflirtimg U. S. Ux badrts were then available. Disposition of these companies will revolt io atomted pre-tax losses of $112 mJftni but wtU --t available esumaied tax benefits of $15 9 million that will be applied against the tax oo gains realized a ocher transoms. Oienceil Limited, a 57.1% owned consolidated Canadian sobodiary. has announced a drvestiuem/Autdimi g-- including th-ec major chemical facilities and has provided for antwpaied costs and losses by ao ezrraordisxary charge, net of applicable income taxes, of Canadian $16.8 million to 1970 income. The CeUaese share, act of is U. S. $8J million. In addition., the Corporation has provided $6 million. after income taxes, /or lossm b ^-n with shotdowri and disposal of its U. S. facilities for production oi polypropylene Soers and grade and cellulosic molding resins. Chemceil Limited has also substantially written down its 40% investment io UQHuvea Fibres a fiber manufacturer, and has reduced the carrying value of other minor inrestaom. TV Corporation's stare of write-downs is $8.1 million. The sale on January 5. 1970. of O.amplm Petroleum Company and Pondac Refining Corp. (petrutauu operations), was effective as or December 31, 1969, and was reflected in the 1969 financial statements. Dmig 1969. petroletun opera tions contributed $12.3 million to income before extraordinary items after giving effect to allocated fauww; and ***--^*- utradve costs but before deduction of allocated preferred dividends, or SJS8 per share after ,11^^ preferred dividends. The gain on the sale of the Pondac Refining Corp. was reduced by the excess of cost of investment over related equity in this company, $11.4 million. The remaining excess of cost of investments over related pities at December 31. 1969, totaled 522.7 million. This amount, commonly described as "goodwiir, represented the difference between the acquisition cost of use shares of certain consolidated subsidiaries aad 'he book vahx oi the shares when acquired and was based on the amicipadoe u profits in excess of a normal return on mmmioiii. The anticipated above normal return an investments in these subsidiaries had not been realized, and amgenest believed such returns could not be expected in the foreseeable future. Accordingly, remaining goodwill, $Z2J charged to 1969 income as an extraordinary item. Prior to 1968. it was the policy of the forest products group to defer preoperating casts **^*H with the construe- lion 01 new facilities and to amortize these expenditures over z five-year period sorting at the tin the new became fully operational. Li 1968, this policy was changed so that the prcoperacag costs are charged to ? as incurred. As a resalt of this change in accounting principles, preoperadng coos incuned and deferred prior to 1968 were written off as an extraordmay charge to income of $1L8 millioo io 1968. Had the former policy been jrwnm* before extraordinary items would have been increased by $L6 tmllioa in 1961 (F) Based on weighted average number of shares outstanding during eadt year after giving effect to dares issued m regard to poolings of interests and after providing for aO preferred drridods. Fully ditatal iwww. ^ start was determined by giving appropriate effect to shares that may be issued for (filutrve sanck opooos mxi shares that Buy be iv"--1 upon eoovcrtioo of the convertible debattura and preferred stack. Net income in 1967 declined by $7-3 million from 1966, principally as a resalt of import rnn in the fanaHian textile market and a continuing depression in world pulp prices combined with labor and start-up problems at certain facilities of Columbia Cellulose. A further reduction in tnrrn of $1.5 mfllwm rx-rniTvd in 1968 because of an eight-week strike at three fiber plants, losses in forest operations, - and the 10% tax surcharge. Income before extraordinary items declined by $25J m3Boo for 1970 as compared to 1969. The 1970 earnings were adversely affected by reduced automotive business, continued softness in the economy and sharply increased costs. Most of the decrease in sales was a result of the divestiture of the petroleum operations. Dividends, interest and other income for 1970 was $133 nrillioa ora-1969 principally of the interest earned on the proceeds irom the ale of the petroleum operations. A qrfwfawtH asxxznt^. of the proceeds was invested in bonds, the interest on which was tax exempt. - .-- ^ .^ r ~ '* -. v ^ . 'S.^ 11 ITEM 3. PROPERTIES. Cdancse owns and operates manufictnrmg facilities throughout the United States, all of which are in good operating condition. Principal fiber plants art located at Cumberland, Maryland; Narrows, Virginia; Rock Hill and Greenville. Sooth Carolina; Rome, Georgia: and Shelby and Safisbory, North Carolina. Principal chemical plants are loewrd at Bay Gey, Bishop, Clear Lake and Pampa. Texas and, for the most part, are typical petrochemical construction involving opes air location of operating facilities. Principal plastics plants are located at Htnsttm, Texas; Cointnbtss, Ohio; Bclvidere and Newark, New Jersey; and Greer. South Carolina. Pahs and related pfants are loeated-at Houston, Texas; Befridere. and Newark, New Jersey; Los Angeles, San Francisco and Riverside, California; Louisvdk, Kenrocky; Aurora. Illinois and Detroit, Michigan, and are of varying construction. Celanese also owns or loses a variety c1 facilities pertinent to its operations, sudt as warehouse, terminal, pipeline and laboratory facilities and executive and sales offices. ITEM k. PARENTS AND SUBSIDIARIES OF REGISTRANT. Celanese Corporation Celanese Coatings Company Chemcell Limited Columbia Cellulose Company, Limited Fiber Industries, Inc. Incorporated under laws of Percentage of voting securities owned by the immediate parent Delaware Delaware Canada 100.056 57.136 British Columbia (Can.)9l.3< Delaware 62.556 Certain subsidiaries are omitted from the foregoing table in accordance with the regulations of the Securities and Exchange Commission. The foregoing except for Columbia Cellulose Company, Limited are included in the consolidated financial statements of Celanese Corporatlc and consolidated subsidiaries. Owned directly and through a wholly-owned subsidiary. In 1968 the ; registrant announced its decision to divest its interest in Columbia - Cellulose Company, Limited, and since that date the results of operation of that subsidiary have not been consolidated with those of the i registrant. j ' ... -i 1 12 ITEM 5. PENDING LEGAL PROCEEDINGS. On November 7, 1969, and March 24, 1970, patent infringement suits were commenced in the U-S. District Court. Houston, Texas, against Celanese by National Distillers & Chemical Corporation ("Na- Donal"), directed towards Celanese's Gear Laite. Texas plant, which manufactures vinyl acetate employ ing a process licensed from Farbenfabrilren Bayer A.G. ("Bayer"), of Germany. National both damages, in an unspecified amount, and an injunction against continued operation of Celanese's pi,<w On August 5. 1970, National commenced an antitrust action in the U_S. District Court, Soeahem District of New York, against Celanr-c, Bayer and Farbwerke Hoechst A.G., also of Germany, claiming damages in the amount of at least Si 50.9 million by reason of an alleged conspiracy in restraint of trarfc and attempt to monopolize relating to the sale and process licensing of vinyl acetate and acetaldehyde. In the opinion of Celanese's counsel. Celanese has a meritorious defense to National's cht--. u, of the described suits and should prevail. ITEM 6. INCREASES AND DECREASES Pi OUTSTANDING EQUITY SECURITIES. Title of clas: Outstanding 1970 Outstanding Date of at December 31, Increase or at December 31, transaction 1969 _ (Decrease) ______ 1970 Common Stock March, April, 13,322,709 September, November and December, 1970 January, February, July, August, September, October, November and December 1970 15.000(a) 2.278(b) 13,339,987* Issued upon exercise of stock options. Issued upon conversion of Convertible Preference Stock [$3.00 cumulative], without par value. Included are 8,600 shares held as of December 31, 1970 temporarily fcr the account of the Registrant but earmarked for transfer as herein described. These shares represent the balance of a total of 94,800 . shares purchased for treasury during the year. The other 86,200 shares were transferred in connection with an acquisition of assets, with re-- -- spect to which a total of 13,800 additional shares were to betrans- . ^ ferred in 1971. Such shares have not been registered.under 'the--;' Securities Act of 1933 because they have been and are being, taken, by a number of persons for investment and without a view to dls--- -' tribution, and therefore are exempt.under Section 4(2) of the Act. . . 13 -r ITEM 7. APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS Title of class Number of record holders December 31, 1970 Common Stock, without par value Preferred Stock, Series A ( ** 1/2# cumulative), par value $100 per share Convertible Preference Stock ($3.00 cumulative), without par value **3,231 7,**89 1,02** 7% Second Preferred Stock (cumulative), par value $100 per share Convertible Subordinated Debentures due 1990 660 10,321 ITEM 8. EXECUTIVE OFFICERS OF THE REGISTRANT. Name Charles C. Parlin* John W. Brooks James R. Kennedy Berkeley D. Johnson Richard V. KlxMiller Wayne C. Marks Grayson H-P. Murphy John B. M. Place Allan Shivers J, Paul Sticht Jerome B. Wiesner Peter H. Conze Age 72 53 59 6** 50 66 63 **5 63 53 55 50 Position* and Offices Held at March 15. 1971 Director and Chairman of the Board of Directors Director, Chief Executive Officer and President Director and Vice Chairman of the Board of Directors Director Director Director Director Director Director Director Director Director and Executive Vice;Presid feme Positions and Offices Held at Age March 15, 1971 William T. Marx Robert T. Armstrong William A. Bartel Bart H. Bossidy Robert T. Dally Robert L. Dietrich Charles D. Francis, Jr. James Scott Hill Gay V. Land Louis ?, Laun Wal^o B. Ligett Url- an J . Monahan George W. O'Dair Paul C. Pearson Harry I. Skilton Reiner G. Stoll David Taylor Francis W. Thels C. Robert Tully James E. Wall Ira B. Wheeler, Jr. 56 6l 56 59 52 49 56 46 46 50 54 46 40 49 32 57 54 50 49 50 50 Director and Executive Vice President Senior Vice President Vice President Vice President Vice President Vice PresidentVice President Vice President, Secretary and General Counsel Vice President Vice President Vice President Vice President Vice President-Finance Vice President Treasurer Vice President Vice President Vice President Vice President and Controller Vice President ". Vice President *0n April 14, 1971- at the conclusion of the annual meeting;,'Mr.. Parlin . will retire from each of the positions-indicated;.;!-:' ' v 15 :- ' `^' :>**a'* ITEM 9. INDEMNIFICATION OF DIRECTORS AKD OFFICERS. Subsection ta) oi Section |4j 0f the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administra tive or investigative t other than an action by or in tire right of the corporation) by reason of the `act that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses I incloding attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful. a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by him in connection with the defense or setdaaent of such action or suit if he acted under similar standards, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such nerson is fairly and reasonably entitled to indemnity for such expenses which the court shall deem omper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) ana (b) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably marred by him m connection therewith: that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled: and empowers the corporation to purchase and nmintain insurance on behalf nf a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such labilities under Season 145. The By-Laws of registrant provides, in effect, that, to the extent and under the eircixnstances permitted by subsections (a) and (b) of Section 145 of the General Corporation Law of the State of Delaware, the registrant (i) shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding described in subsections (a) and (b) by reason of the fact that he is or was a director or officer of registrant against expenses, judgments, fines and amounts paid in settlement, and (ii) may indemnify any person who was or is a party or is threatened to be made a party to any such action, suit or proceeding it such person was an employee or agent of registrant and is or was serving at the request of registrant as a director, officer, employee or agent of another corporation, partnership. Joint venture, trust or other enterprise. Director's and officer's liability insurance has albo been obtained, *rv:the effect of which is to indemnify the directors and officers of registrant against certain dmnages and expenses because of certain claims made against them caused by their negligent act, error or omission. 16 1 o ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS: CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Index to Financial Statements and Schedules Financial Statements Balance Sheets at December 31, 1970 and 19^9: Consolidated Registrant Statement of Income: Consolidated--for the five years ended December 31, 1S70 Registrant--for the two years ended December 31, 1970 Consolidated Statement of Retained Income for the five years ended December 31, 1970 Consolidated Statement of Additional Paid-in Capital for the five years ended December 31, 1970 Statement of Source and Application of Funds: Consolidated--for the three years ended December 31, 1970 Registrant--for the two years ended December 31, 1970 Notes to Related Financial Statements Schedules at December 31, 1970 and 1969: III - Investments in Securities of Subsidiaries IV and X - Indebtedness of and Indebtedness to Subsidiaries - Not Current V - Property, Plant and Equipment VI - Accumulated Depreciation and Depletion of Property, Plant and Equipment IX - Bonds, Mortgages and Similar Debt XII - Reserves XIII - Capital Shares XVII - Income from Dividends - Equity in Net Income of Subsidiaries ! 1 All schedules not listed above are omitted since they: are eitherTM inapplicable or not required, or the Information is included in the financial statements or related notes. "1 1 17 (b) EXHIBITS: l(a) --Restated Certificate of Incorporation of the Registrant as amended to April 9 1969* 1(b) --3y-Laws of the Registrant as amended to August 28, 1969. 3(a) --Composite conformed copy of Bond Agreement of Fiber In dustries Inc. dated September 3, 1964 providing for $100 million aggregate principal amount of 5% First Mortgage and Collateral Trust Bonds due August 1, 1984 including exhibits thereto. Incorporated herein by reference to Exhibit 4(k) to Form S-l Registration Statement Ho. 2-23179* 4(a) --Resolutions adopted by the Board of Directors of Columbia Cellulose Company, Limited on February 13, 1963* providing for an Employee Share Option Plan. Incorporated herein by reference to Exhibit 5(f) to Form S-l Registration State ment No. 2-2175^* ' 4(b) --Resolutions adopted by the Board of Directors of Columbia Cellulose Company, Limited on December 3, 1969 amending the Plan referred to in Exhibit 4(a) hereof. 4(c) --Fora of Stock Option Agreement between Columbia Cellulose ComDany, Limited and optionees under the Plan referred to in 4(a) and 4(b) above. 4(d) --Incentive Stock Option Plan of CheaceH (1963) Limited. Incorporated herein by reference to Exhibit 5(k) to the Form S-l Registration Statement No. 2-24507. 4(e) --Resolution adopted by the Board of Directors of Cheacell Limited on April l6, 1970 amending the Plan referred to in Exhibit 4(d) hereof. 5(a) --Retirement Plan No. I For Hourly Employees of Columbia Cellulose Company, Limited effective January 1, 1966. 5(b) --Retirement Plan No. II For Hourly Employees of Columbia Cellulose Company, Limited effective January 1, 1966. 5(c) --Retirement Plan For Salaried Employees of Columbia Cel lulose Company, Limited effective January 1, 1966. 5(d) --Deferred Compensation Plan of the Registrant for DirectorsVr who are not employees. 8 --Opinion of counsel as to restrictions on surplus with re spect to the Convertible Preference Stock of the Registrant. Incorporated herein by reference to Exhibit 9 to the S-l>r'-" Registration Statement Ho. 2-23179* I; 18 9 --Agreement dated December 23, 19^9 between the Registrant and Mr. John V. Brooks providing for the furnishing of his services to the Registrant. 11 --Calculation of Diluted Earnings Per Common Share of the Registrant for the Years Ended December 31, 1966-1970. SIGNATURES PURSUANT TO THE REQUIREMENTS OP SECTION 13 OR 15(d) OP THE SECURITIES EXCHANGE ACT OF 193^, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. CELANESE CORPORATION By /j/ ' C. R. Tully Vice President and Controller ~A? --r-.` 19 j Peat. Marwick. Mitchell & Co. CERTIFIED PUBLIC ACCOUNTANTS a PARK AVENUE NETT YORE, NEW YORK 10022 ACCOUNTANTS' REPORT The Board of Directors and Stockholders Celanese Corporation: We have examined tbe financial statements of Celanese Corpo ration and of Celanese Corporation and consolidated subsidiaries as listed in the accompanying index. Our examination mas made in accordance with generally accepced auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, such financial statements present fairly the financial position at December 31, 1970 and 1969 and the results of operations, and source and application of funds for the years then ended of Celanese Corporation and the financial position at December 31, 1970 and 1969, the results of operations for the five years ended December 31, 1970 and the source and application of funds for the three years ended December 31, 1970 of Celanese Corporation and consolidated subsidiaries, all in conformity with generally accepted accounting principles. Such principles have been applied on a consistent basis, excepc for the change in I960, which we approve, in the method of accounting for preoperating expenses (see note G to consolidated statement of income). Also, in our opinion, the supporting schedules as listed in the accompanying index present fairly the information set forth therein. /jy/'faT, /??/< *,,c Z' /#/ fc/r// MARWICK, MITCHELL & CO. . New York, N. Y. February 22, 1971 CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS Current Assets: (ia mini*xu) ______ December 31 1970 10M Cash ............................................................................................................. Marketable securities, at cost (approximates market) (note 3) ............ Receivables, less allowance for doubtful accounts ($6.4 million in 1970 and $7.4 million in1969)(Schedule XII).......................................... Current receivables from sale of petroleum operations (note 3) .......... J 23.5 565 172.5 90S $ 30.6 127A igjj __ Inventories (note 2) ................................................................................... . Other current assets ................................................................................... 201.8 4.8 178.0 4.4 Total current assets............................................................................. 549.9 523.9 Investments and advaiices (note 3): Subsidiaries not consolidated, at equity(Schfcdule III).................... Other, at cost ............................................................................................... Allowance for losses (Schedule XII)................................................. Net investments and advances................................................................. 77 1767 184.4 (31.8) 1528 Property, plant and equipment, at cost (note 4) (Schedule V) ................ Accumulated depreciation, depletion and amortization (Schedule VI) Net property, plant and equipment................................................... L590.7 (699.1) 8918 3jj 251.3 257.1 (340) 223.1 1,500.1 (603.1) 8978 Deferred charges and other assets: Debt discount and expense......................................................................... 27 3 j) I CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY Curruir liabilities: Accounts payable and accrued liabOioes: Accounts payable............................................................................... Federal and state taxes and ocher amounts withheld....................... (m mtlliom) December 31 i97o m> $ 60.7 52 $ 78.0 4.6 Accrued liabilities: Wages and commissions .......................................................... Taxes, other than income taxes................................................ Interest ...................................................................................... Other accruals ........................................................................... Total accruals -- ............................................................ Total accounts payable and accrued tiaii&ties................. Income taxes ............................................................................................ Notes payable, pi incipallr to banks............. .. ........................................ Long-term debt dne within one year (note 5) ........................................ Total current liabilities ........................................................... 11.9 6.8 72 42.4 687 1342 753 22.1 *62 278.1 12.4 5.8 77 -28.8 547 1377 91.9 147 42.4 286.3 Long-term debt (note 5)(Schedule 13).................................................... 5107 553.1 Deferred income taxes (oexe 8) ..................................................................... Deferred investment tax credit (note 8) ........................................................ 677 29.4 74.5 28.6 Minority interest in consolidated subsidiaries (oote 6)................................. 104.4 109.4 Stockholders' equity: Capital stock (note 7) (Schedule XIII): Preferred (cumulative, preference in fiquida&ot--$93.1 nJfipn in 1970 and $932 million to 1969) ............................................ ffimmon ..........................................................--............................. Retained income ......................................................-*.............--......... Total stockholders' equity ........................................ ,,.................... Gxnmitments and other matters (note 10) Total liabilities and stockholders' equity....... --................. ............ 90.1 229.4 319-5 3008 6203 $13107 902 229J. 3193 2832 6023 $1354.4 The aomnpaajrioc a i arc integral f a of these I . .-'V - - ^ W=i; CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATES STATOSETT OF RETAINED INCOME Balance at beginning of year ................. ............. Net income................................................. ............ Dividends (note 7): Preferred stock................................. ............ Common stock ................................. ............ Total dividends................. ............. Balance at end of year............................. ............ 1966* $278.4 66.6 345.0 (in mSfioas) Yean coded -fag 1967* 1968* 1969 $314.5 S9J S3427 $2347 {7713) 793 3733 2S57 314.2 1970 $2832 483 3317 (*-6) (25-9) (303) $314.5 (4-5) (263) "(3U) $3427 (4.4) (263) (313) S2347 (4.4) (263) (31.0) $2832 (43) (263) (30.9) $3003 Dorms 1968. the Corporation provided $A6 oSImb for additional taxes tonkaf front tte adit <rf its 1963 federai tax return. Retained inrom* was restated tn ndtet the retroactive prurieion as fcdova: As previously reported Retroactive provision . (in nuOiooi) Babewxat DecenderJl 196 1966 1967 $2829 (4-5) $319.1 (4.6) $3473 (43) As restated.................. $278.4 $3143 $3427 CONSOLIDATED STATEMENT OF ADDITIONAL PADXIN CAPITAL Rafawfw at beginning of year ............................ Derdocmcnt pants from Italian gwernmtnt to SIACE ............................................................. F*ri,u of par value om acquisboo costs of preferred treasury shares retired ................... 1966 $197 03 -- Ycmi ended I9P 1968 $202 - $203 03 -- 1J *1 19S $193 1970 $- CELANE5E CORPORAXON AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENT OF SOU1CE AND APPLICATION OF FUNDS Working capital at beginning of year...................................... ... (in rmllioa*) Ytaw ended Decaatr' 31 19M 1969 1970 $228-3 $2683 $2573 Source of fundi: Income before extraordinary items................................ Depreciation, depletion and amortiia&an (note 4).......... Income taxes and investment tax credit deferred............ Investments and advances: Sale of petroleum operations (note 3)....................... Tax benefits on non-U.S. diimmeuts..................... Proceeds from sales of inresonents........................... Long-term debt ............................................................... Sale of capital assets......................................................... Other (net) ....................................................................... 573 763 51.0 939 963 973 24.4 77 143) -- 533) 80.0 -- -- 353 63) 56.9 113 323) 322 43 43 4.4 33) 1.0 (103) (1.4) Total sources ............................................ 2193 316.4 296.1 Application of funds: Capital additions ............................................................. 127.4 176.4 1313 Long-term debt ............................................................. . 403 469 Investment and advances: Change in allowance for losses.............................. -- 853 23 " Additional investments .......................................... . -- 143 50.1 Dividends ....................................................................... . 313) 309 Total applications.................................... 179.3 3473 2619 Increase/(decrease) in working capital* ............................. 403 (313) 343 Working capital at end of year............................................. $2683 $2373 $Z713 *Increase/(decrease) in working capital: rK and marketable securities .................................... .... Other current assets ..................................................... .... Current liabilities ........................................................... Total ....................................................... ____ $ 813 (39.0) (12) $ 403 $(18fi> 113 (239) $(313) $(783)) KM3) 83 $343 1 J- CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES .NOTES TO FINANCIAL STATEMENTS (I) Principle* of Consolidation and Related Matter* The cony.udated financial statements include the accocnis of the Corporation aid ail significant subsidiaries in vhich the Corporation owns in excess of 50% of the voting stock, with the exception at December 31, 1970. of Columbia Cellulose Company, Limited, and at December 31, 1969, of Champlm Petroleum Company and Pontiac Refining Corp., the ttcatenent of wn^fa is sore folly described in note 3 below and note to the consolidated statement of income. All material intercompany transaction? are eliminated. The accounts of non-U.S. subsidiaries are translated to U.5. dollars based on the or free rates of exchange applicable in the circumstances. Current assets and liabilities are translated at the rata of exchange in effect at the end of each year. All non-current assets and liabilities are translated at rato prevailing when acquired or incurred. Income and expense accounts are translated on the basis of approxi mate average exchange rates for each year, except that depreciation is translated at historical rates. Unrealized foreign exchange gains and losses, insignificant in amount, have been pyfnded m dividends, interest and other income. (2) Inventories The inventories at December 31 were: Raw materials and supplies Work-in-process ...;........ Finished goods ................... Total ................... <ia uflhnw) irw $7(14 $ 58*9 213 19J M3 S201A 994 S178.0 The inventory quantities as of December 31, 1970 and 1969, were detamined in part by physical in ventories taken as of that date and in pan from perpetual inventory records that had hr* Mw the major ponion, by recent physical inventories and, as to the remainder, by physical in- ventory tests throughout the year. Inventories, generally, are valued at standard costs that approximate ament ffon costs ami are not valued in excess of market. Inventory values art stated after deducting an allowance lot obsolescence and do not include depredation of plant and equipment (3 ) Investment* and Advance* Included in investments and advances was $1222 million at December 31, 1970 ($1203 millioa at December 31, 1969). to unconsolidated subsidiaries and operating companies that are not subsidiaries. The related equity in net assets was approximately $141 million at December 31, 1970 ($126.4 mining at December 31. 1969). The sale on January 5.1970. of Champlm Petroleum Company and Pontiac Refining Corp. (petroleum operations), was effective as of December 31, 1969, and was reflected in the 1969 statements. rw, proceeds of $120 million received on January 5, 1970, were included in marketable at December 31, 1969. Additional proceeds of $120 million, due in three equal wal installments twinning . January 4,1971, were included in investments and advances at December 31, 1969. The first and secotal installments of $80 million and accrued interest of $10.8 million which won paid an January 4, 1971*% have been shown separately at December 31,1970. The proceeds were subsequently iuvuiui in markemUe On February 10, 1970, 41% of the share* of the oxumcm stock of Cofaimbia GrBnlom Company,, Limited, owned by Svenska CeUukwa Aktiebobget were purchased in consideration far the issnanrr of non-interest bearing note m the amount of $22.7 minion (paid in June, 1970). The tnwirtwi increased 1 the Corporation's interest in Columbia Cellulose to 913%. The arnxinii of Odrnnha Crfinlnac haves 5 ' ] j | ..................... ... \ CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL mrTTflflT- iT-ntfwrf) been consolidated because of the Corporation's intention to direst its interest At December 31, 1970 and 1969, the investment in Columbia Cellulose is iadoded in arrestments and advances--other. Investments in consolidated subsidiaries outside the United States which were included in the consolida'ed financial statements a.e: December 31. 1970 Correct ajscts ........................ Other aavni .......................... Total isjets ...................... Liabilities .................................. Minority interest....................... Equity in net assets ......... December 31. 1969 Current assets......................... Other assets ........................... Total assets ..................... Liabilities ................................ Minority interest..................... Equity in net assets........ $ 60.4 114J i74jS (l0) (.!) S 40i $ S9A 1415 207i (1037) (5U> $ 523 V7J 183 567 (29i) -- $267 $30.6 16.9 49.5 (25.6) (OJ) $233 iamk $433 323 76.4 (343) (10.0) $31.9 $283 26.7 55.0 (21.1) (86) $253 foul $1417 165.5 3072 (159.0) iiii) $ 99.1 $117.9 194.1 J12-0 (1495) (604) $1017 Undistributed income of non-US. subsidiaries was $21.3 million at December 31, 1970 ($30-5 rmTlinn at December 31, 1969) on which no provision for U.5. mramr taxes had been made. believes that such taxes on income that may be distributed would not be significant. Under the Corporation's program to divest itself of certain non-U-S. operations, all liabDisa associated with the disposition of SIACE were discharged daring 1969 for amounts less rhaq anticipated. Also, the Corporation sold its investments in the British Paints group and Kooam, N.V. Daring 1970, certain tax benefits were recognized and provision was made for loss on divestment of certain Eott"" textile operations (see note E to the consolidated statement of income). The allowance for !*>**. $3L8 millirm at December 31, 1970, is considered adequate to cover passible future losses. (4) Property, Plant and Equipment and Depreciation Items included in property, plant and equqamt at December 31, and related average depype rates were: tm______ Am at Cm t` :*-L11 BuiJdi&f) and impiuiujJQjo ............... UachiDtfy and equipment................. . Furniture ud fixtures .................. Automobiles and ratline stock................... Other assets ............................................... Sob-total ................................ land .............................................................. plant and equipment under ujuati uciioa .. Total ..................................... $ 2677 L19S7 19J 3L6 97 1,5X0 m 50b 14% 7.4 75 84 64 j% ______ iMi Amta I MCM ba f 24<u L0982 175 212 7.4 L3947 14J 9U suom 14% 19 75 110 15 &j% Depredation, depletion and anaortbafioo are provided over the \ n**fiA fives of the depre- - cable assets, or asset groups, by application of composite rates oo a straighUiae basis. (See note A to the consolidated statement of income.) CELANESE corporation and consoudated subsidiaries NOTES TO FINANCIAL STATEMENTS--(CM) Additions, improvanaiu, renewals and expenditures for nointnance that add materially to produc tive capacity or extend the life of an asset are capitalized. Other cxpradirnres for maintenance are charged to income. When facilities are retired or otherwise disposed of in the normal course of business, cost is removed from the asset accounts and charged or credited, after the application ctf the sales or other salvage realiza I tion, to the related depreciation reserve. Dismantling and demolition, costs are charged to depredation reserves. The accumulated reserves for depredation are deemed adequate to provide for all losses go abandonment or retirement of facilities. (S) Long-Term Debt and Related Restrictions Debentures and mortgage bonds in the prindpal amount of $L5 mOBao at December 31, 1970 ($2 million at December 31, 1969), which have bees offset against long-term debt, have been repurchased and are held in the treasury. xdusive of amounts due currently, remaining loeg-trns debt at Decem ber 31 was: Debt of Celanese Corporation: m% term loan serial notes, maturing serial]? from 1972 to 1973 JH% debentures, maturing serialJv from 1972 to J976 ............... $H% subordinated debenture, maturing aerially from 1973 to 1977 $'i% notes, maturing serial)? from 1972 to 1960 ........................ m% notes, maturing serial)? from 19/5 to 1987 ........................ m% notes, maturing senalt7 frren 1972 to 1990 ........................ 4% convertible subordinated debentures, maturing serial)? man 1975 to 1990 ...................................................................................... Debt of U. S. subsidiaries: Fiber Industries, Inc: notes, maturing serially from 1972 to 1974 .......................... 5ri% first mortgage and collateral trust boodt, maturing serially from 1972 to 19/8............................................................................ &rst mortgage aod collateral trust bonds, maturing sonify front 1972 to 1984............................................................................. Celaoese International Finance Company, 6&% debentures, matming serial!? from 1973 to 1962 (fully ftmrantaed by Criaocse Corpora te*) ................................................................................................. . Celtraa. Inc, 4$4% to 6+i% notes, maturing scnaJJ? from 2972 to 1979 ....................................................................................................... Otber ......................................................................................................... t 400 272 173 444 23 B 7W lad tzs tas 8SO MU ai IA U Debt of oon-U. 5. subsidiaries: Osoncdl Limited: 5^4% general mortgage bonds. Sens A maturing to 1971 ......... -- 7% sinking fund debentures. Series A, maturing serial)? from 1972 to 1980 ...................................................................................... IS sxokxng food debsures. Scrio B maturing seriaD? from 1972 to 1985 ...................................................................................... JU 6tf% sinking fund debenfes. Series C maturing serial? from 1973 to 1986 ...................................................................................... 09 "S4 Cehran Equipment Limited, 6% notes, maturing serial)? from 1972" to 1978 ................................................................................................... 10 Amcel Europe. S-A, 6J% tad 8% 6nt mortgage notes, --fing serial? from 1972 to 1978 .............................................................. ... Cdaoese Cohabm S-A 10* to 1$H* notes due 1972 to BM _ Other ....................... ................... ..................... ....................... ----."L Tool.......................................................................... ........ 3 600 313 173 48J 23 723 78.9 3323 I7J 120 903 "U93 203 92 -- 08 :ols 300 09 is r-,---v CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--{Cmtiunni') Maturities and smiting fund requiranects through December 31, 1975 are: 1971 wa 1972 50.4 1973 D-S 1974 XU 1973 JA7 The debt instruments contain various restrictions and covenants relating to ereaooa of funded debt and payment of dividends. As to the Corporation, the rrott restrictive of these provides that (a) no funded debt may be created unless at the time, and after giving effect thereto, consolidated net tangible assets, as defined, are at least two times the outstanding consolidated funded debt, and (b) do dividends or other payments, other than dividends payable in stock of the Corporation, nay be made wah respect to common stock unless at the time, and after giving effect thereto, consolidated working rr^ai. as defined, would be not less than $200 miltipo, and the consolidated net income snhscqticnf to December 31, 1964, plus $73 million shall exceed the aggregate amount of dividends or other stock payments made after that date. The effect of this restriction at December 31\ 1970, is to limit the *mnmr of retained income available for such payments to approximately $149-3 millinn. Assets of certain consolidated subsidiaries aggregating approximately $532 million are pledged to secure long-term debt of those companies. The convertible subordinated debentures of the Corporation are convertible into stock at the rate of one share cf common stock far each $96 of principal, subject to adjustment in certam events. In September, 1969, the Corporation issued 6#% ooto m the amount of $25 million under a $50 million credit agreement with two major financial institutioos. The cnmzxiitxnest with respect to the bal ance of $25 million was terminated in January, 1970. (6) Minority Interest Minority interest in consolidated subsidiaries consists of the following at December 31: in P.dsTtd Awes ......................... .............. 1LS fwwnna jufa ......................... .............. SSJ Addition! paid-in fapkal ............. 9mbwt ktwt ............................ .............. ItiJ $104.4 am J iu SIX 7J J6J $109.4 Jfc* 1 \ - i .-V; . "'i i A CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES MOTES TO FINANCIAL STATEMENTS--(C..H...1) (7) Capital Stock The number of amiorired, issued and outstanding shares, par or stated ralues, and dividends are: Preierred slock Tfefc Senes A *'/,%. SI00 par. aethorired jhares--908.602. Blued and outstanding share* -450,902 ............................................. 1*70 S 83.1 Convertible prdcrcrxr $3.00. without par value. authorized shares--``d.n 7. issued and outstanding shares at December jl, 1970--96.717; at December 31, 1969-lOQXiflO ....................... 14 7V, second. 5100 par. imhonred shares--32J9S, issued and outstanding shares*2S-658 .......................................................... ZB 9CLi Common slock, without par value, authorized shares--13,000,000, issued and outstanding shares at December 31, 1970--13,2)9.967; at Decemoer 31. 1969-13011709 ...................................................... 1*9.4 SJ19i are nm 5 S5J 5 19 i 19 15 0-2 Z 02 901 4J OJ 02 4.4 23J 5J19J 2tB SJ0.9 26jS $31.9 The preferred stock, series A, may be redeemed at the optiou of the Corporation at par value plus accrued dividends. On liquidation or dissolution, the holders of such stock have a preference to the ratrot of $100 per share plus accrued dividends. The convertible preference stock may be redeemed at the opboo of the Corporation at $65 per share plus accrued dividends and is convertible into common stock at the rate of .6953 of ooe share of common stock and cash of $1.15 for each share of convertible preference stock, subject to adjustment ed certain events. On liquidation or dissolution, such stock is entitled, in preference to the 7% second preferred stock and common "*. to $55 per share plus accrued dividends. During 1970, A2S3 shares were converted into 2.278 stores of common stock. There is no prprison for redemption of the 7% second preferred stock; such shade has a preference in liquidation of $100 per share plus accrued dividends. At December 31. 1970. a tool oi 1.+48.488 shares oi unissued common stock was reserved far the following purposes: &'247 shares for the conversion of convertible preference stock; 821,4+1 shares for the conversion of 4% convertible subordinated debentures; and 559,800 shares for the Stock Option Award Plan. At December 31.1969, additional paid-in capital of $195 miHinn had been transferred to nmnwi stock. Of this amount. $17.2 million was attributable to Champ!in Petrolem Company, which was sold effective December 31, 1969. Under the Stock Option Award Plan adopted m April. 1965, options nay be granted to - officers and other employees for the purchase of 590,000 shares of MTnmvn stock of the Corporation at the market price of stock at the date of grant. These shares have been registered the Act of 1933 and shares acquired upon exercise of options may be resold at any time on three --tvwwl - stock exchanges. Opticas become exerximble in equal iraaOments in the three years faOowh^ the fint^ , . -.T-' ......................... * " '- i -1 / CELANESE CORPORATION AM) CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(Cnaiimwi) anniversary of ihe date of grant. and must be exercised no later than five years frtea the date of grant Activity for the periods was as follows: Shares subject to option: Balance i% Dec. 31, 1965......................... Granted/(cxcTds*d) ..................... Terminated ...................................... ______________________ Yon ot 19TO Jto* Ittl mi -- ---- -- ---- -- ---- __________ _______ l*s Tool ~ 179200 -- 46200 -- (500) 46200 L79.200 (500) Baiance af Dec. 31. 1966 ..................... Gramed/(exercised) .................... ....... Terminated ...................................... -- -- -- -- -- -- -- 1792D0 45200 224.900 -- 64050 -- -- 64250 ---- -- (*JX0) (4.0> Balance at Dec. 31, 1967 ....................... ---- -- 64.850 179206 41900 2S5J50 Granted/(exercised) ................... ....... -- -- 54,550 (uoo) (UW) -- S09 Terminated .................................... . -- -- (U> <150#) (1000) (11200) Balance at Dec. 31, 1968 ..................... Granted,''(exercised) ................... ....... Terminated .................................... -- -- -- 38900 (1.000) S4J50 (uoo) (6.000) 61250 (1600) (17S0) 169900 (6jolt (A50M 39200 (500) (1500) 325.000 27200 (15,750) Balance at Dec. Jl. 1969 ..................... Granted/(exercised) ................... ....... Terminated .................................... ........ -- 51.000 (2.000) 37900 -- (4j00> 47.450 55.400 (uoo) (500) (9,000) (16JU4) 15&J0B 37JW (UJOO) ~ <i> (37,701) 6150 36900 (69534) Balance at Dec. 31. 1970 ..................... ....... 49,000 33,400 270 44066 U9900 - 302216 Option price per share ............................... ........ Options exercisable at December 31: 1969 ......................................................... $49,438 to $60,125 1970 ........................................................ $63250 to S67J50 2,000 12.450 $60937 to $69938 14J17 ""25,037 $59,425 CD $63-250 34,423 *4.066 $ 47275 an $ 5E-XTS 15UOO U9JD0O -- *-- -- --_ 37200 - 246940 ~zaj&3 X' Sham available [or (ranting of options at December 31: 1969 ................................................................................................................................................ =S8-J2SS0 1970 .............................................................................................................................................. S7.184 The aggregate market value at the dates of grant of shares under options at December 31. 1970, was $16.6 million ($19.8 million at December 31. 1960). No. o4 ShA/vt Years ended Decenher 31: 1966 .................. 1967 ................. 1968 .................. X600 1969 .................. 11,600 1970 .................. 15,000 Per Shan Tool' CUwiiaSa) Muter VUuelel Ptt Skmn Tool (flhnmmtUl Wsl arf 15211 25299 $47575 to 61250 50900 tn 86900 50900 tn 60937 $211 660 764 $S7.6Z3ta 72812 61250 to 70.438 SSJUto 62.625 $253 765 894 27239 100299 44222 Per Stoav $86900 47275 to 86900 47275 to 86.000 47275 to 69938 51625 to 69938 Taut S2J L8 79 14 27 Nr Shm Tool $50250 58560 to 63880 51000 to 7-U13 59900 to 70273 51123 to 62J73 $08 LS 9.4 62 26 (a) On the date exercised. (b) At the date option became < The Corporation mlrw no charge against inenmr with rrsnect to options. ; -3 3 CEIXNESE CORPORATION AND CONSOLIDATED SCB9DUSXE5 NOTES TO FINANCIAL STaTEMXTS-- (8) Income Taxes For income tax purposes, depreciation and certain ocbe* income and items are calculated using methods that resuit in taxable income amounts that differ from the amounts reported m the financial statements. Income taxes payable in future years, as a result oc these differences., are provided for as deferred income taxes. TV investment tax credit is reflected in income as a redaction is the provision for income the estimated useful lives of the related assets. over (9) Retirement Income Plana The Corporation and its consolidated subsidiaries have various renresses plans covering tnKo-an. daily all employees. Charges to operations under the various plans aggregated $5.5 million for 1966, $5 million for 1967, S6.6 million for 1968. $10 million for 1969 and $10.4 million for 1970. including, as to certain plans, interest on unfunded actuarial liabilities. Effective January l, 1969, the Roiremezs Income Plan was amended to provide for funding solely with contributions by the Corporation. If tbe Plan had not been atrvivUA as of January I. 1969. total cost for all plans would have been $6.6 million for 1969. Also in 1969, certain assumptions used in the actuarial calculations of annual cost were adjusted to reflect more accurately the Corporation's current and expected experience. Tbe revised assumptions had no esect an 1969 retirement cost. Retirement costs are funded as accrued. Based on actuarial determmarines. the retirement plans are fully funded with respect to all vested benefits. Based on the entry age level premium armaria! cost method of determining the 6TM--of the Retirement lr<ome Plan, there is an unfunded actuarial labiBty of approximately $25.1 uaOioa at December 31, 1970 ($23.8 million at December 31. 1969). The unfunded actuarial Uabffiry applicable to other retire ment plans was estimated to be apprmdmatefy $3.4 mflfion at Decembe 3L. 197D ($5.5 mil]inn ** December 31, 1969). (10 ) Commitment* and Other Matter* At Decanber 31, 1970. there were commitments of approximately $10 mdllkm far acquisition of facilities. Investments in certain companies may be requited to a maximum amwint of $195 million. The Corporation has agreed to purchase or obtain orders for products of a subsidiary of Columbia Cellulose at prices tfc?t include all costs including amounts sufficient to pay current mstrtarsts of principal and interest on certain long-term debt that amonmrd to $40 miHion rr. December 31, 19H1 Certain laboratory and office premises, igimuial farifizies, tank cars and retail outlets are leased. Minimum annual rentals (excluding taxes, insurance and other nprana ynydlt under certain leases) relating to soch property tinder lease at December 31, 1970, sranrrt* to apprax&natdy million. Most of these leases extend over various periods up to 1989, and k is uarued flat in the normal course of operations *hey will be extended or nrphnrd. - -. Revenues included in income for 1966 and sobstrptri* years from sufeacmtxrfy afl of the Corpora- rion's contracts with tbe government are subject to rrnrgtriarion tinder the Renegotabon Act of 195L Managenw* believe that income reported far these yean will not be affected HtemHy by renegotadon. CELAVES E CORPORATION AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(Cwied) (11) Sappleoientarr Information to Suienoenl of Income Maintenance and repairs, depreciation, depletion and amortjatioa. axes, raj and royalties, and bad debts are as set forth in the following able: i*** Corn Otter Mainteran-e and repur* .................... U02 & Depreciation, dryktioo and amortisation ----- 72.1 6.1 Taxes, other than federa! taxes or income: 6J 12 State and local real estate and pewmaJ 10.0 02 2.4 OJ 1.9 OJ 33 Y iw Cww Ottwr 551.1 uo SL1 37 6-2 23 121 13 __ JJ 1J L4 193 77 i%i Can Ottw $483 515 867 72 87 0.9 9J 12 4J _ 11 03 25.9 16 m> Cm Ottw W9.4 -4 893 72 44 7.1 96 1J S.9 -- 33 03 214 19 yw Cam Otter 5415 52.9 922 14 37 62 9.9 a9 47 0.1 22 0J 203 u 4.1 63 6J OJ -- L2 S.l io - IS _ OJ 53 113 107 __ U 53 10 IU _103 - L9 IS 107 72 _ 2.4 U AmMM,u shown to the columns beaded -Costs' hare been included m the accomwrbc cnmdtdated itaisssent oi income under "Cost of Good* Sold" and amount* showm the culia.iin beaded "Ckber hare been included m other Charges to other than income accounts are insignificant in amoant. (12) Subsequent Event* On February 2, 1971, a Plan and Agreement of Merger was entered into between Stein, Hall 4 Co. Idc and Celanesc antler which Scan Hall will be merged into a whoEy-owned subsidiary of (*Ano. Approximately 350,000 shares of Celaaese common stock wifi be exchanged for Stem Hall common stock. The merger is subject 10 approval by a voce of two-thirds of the oersnding shares of stock of Stein Hall and may be terminated by CHanrv if holders of more don 10% of the oatstanding shares of Stein HuN common stock file wnttea objections looking toward the exercise of dissenters' rights of appraisal. L is anticipated that this merger will be accounted for as a pooling of inter^w*. On February 8, 1971, Cebnese acquired The Dupian Corporation's Baity Plant to Oerdand, Tennessee and related business and texturing technology for approximately $14 million. At the "*f time Celanese purchased, for approximately $4 million, all of The Doptan Corporation's controlling shares in Duyarntex Holdings Limited, with its wholly-owned snhwfary. Gaiter Co. limit-d. a Canadyn textuxixer. BLANK PAGE (In millions) December 31 1970 1969 $ 16.0 SO.5 65.6 -- 90.8 31.3 86.1 2.4 3a2?7 $ 12.2 121.7 72.8 t 31.2 66.0 2.5 --jotr 225.1 ) 0.1 128.8 _____ HA 412.5 15.0 397.5 0 869.4 431.0 438.4 1.2 2.6 3.8 SI.182.4 213.8 0.1 215.0 50.7 479.6 22x8 .451.8 832.9 397.4 435.5 1.3 ______ L 2.3 Liabilities ami Stockholders1 Eouitv (in millions) December 31 1970 1969 Current liabilities: Accounts payable and accrued liabilities : Accounts payable Federal and state taxes and other amounts withheld Accrued liabilities: Wages and jousaisaicma Taxes, ocher than Income taxes Interest Other accruals Total accrued llabilitlea Total accounts payable and accrued liabilities Payable to aubaldlsrlee Income taxes Long-term debt due within one year (note 5) Total current llabilitlea Payable to subsidiary (Schedule X) Long-term debt (note 5) (Schedule tX) Deferred Income taxes (nota 8) Deferred Investment tax credit (note 8) $ 35.9 2.6 9.2 5.4 3.5 23.8 41.9 80.4 29.1 74.1 26.8 210.4 0.1 301.5 30.6 19.5 S tockholdera' equity: Capital stock (note 7) (Schedule XIII): Preferred (cumulative, preference in llquldatteai $93.1 million In 1970 and $93.2 million in 1969) Coonon 90.1 229.4 319.5 $ 42.7 2.2 10.0 3.9 3.9 __ 11x2 33.0 77.9 28.4 81.4 25.5 213.2 332.0 29.5 18.8 90.2 229.1 319.3 Retained income Total stockholders' equity rnmalrmi urn and ocher matters (note 10) .,..*a>a3 23.2 *02.3 -.1 Total liabilities end stockholders' equity 1 CEl/JfEE CORPORATION Statements of Income Sa les Consolidated subsidiaries Outside customers Operating costs (notes A and 9): Cost of goods sold (notes B and 2) Selling and administrative Research and development Cost reduction program (uote C) Total operating costs (In millions, except peT share amounts) Years Ended December 31 1970 1969 $ 88.4 414.8 503.2 $ 84.7 450.3 535.0 357.5 58.8 34.4 6.0 456.7 363.0 59.4 31.0 453.4 Operating income Ocher income; Equity in net income of subsidiaries (Schedule XVII) Dividends received from other lsvesOaents (Schedule XVII) Interest from subsiu .. -es or affiliate* Interest oa marketable securities and other interest Gain on sale of securities Miscellaneous Interest and debt expense amortisation: Interest on long-term debt and notes payable Amortization of debt discount and expense 46.5 81.6 16.3 * 5.9 5.0 17.2 1.3 43.7 (17.9) (0.11 (18.0) 39.4 ' 3.4 3.2 1.9 2.5 0.2 50.6 as.2) (0,1) (18.3) Operating and other income 72.2 113.9 Provision for income taxes (note 8): Payable: For the year In future years Investment credit effect Income before extraordinary items (note D) 14.9 5.6 ____2*1 21.2 51.0 35.8 0.5 1.3 37.6 76.3 Extraordinary items, net of Income taxes (note E) Net income (note D) Per share of cosaon stock (note F): Primary Income: Income before extraordinary item* Net income Fully diluted income: Income before extraordinary item* Net Income (2.5) uu 3.2 S 79.5 $ 3.51 3.32 $ 5.41 5.64- ' - .. 3J4 - -r , . 5.17 5.40. ..............* --r- :*r * > J - - -- .-**~'"!*<^f**i Excludes equity in earnings of e non-consolidated subsidiary amounting to $ million in 1970 and $4.4 ml 11 ion in 1969. wnieh has been included in cost o goods sold* The accaa^anying notes are an integral part of these financial statements * c .UilJ5Wai.Ut.. CELANESE CORPORATION Balance Sheets Assets Current assets: Cash Marketable securities, at coat (approximates market) (note 3) Accounts receivable, less allowance for doubtful accounts ($1.4 million In 1970 and $1.9 million In 1969) (Schedule XII) Current receivables from sale of petroleum operations (note 3) Receivables from subsidiaries Inventories (note 2) Other current assets Total current assets (In millions) December 31 1970 1949 $ 16.0 50.5 65.6 90.8 31.3 86.1 2.4 342.7 $ 12.2 121.7 72.8 31.2 66.0 2.5 306.4 Investments and advances (note 3): Consolidated subsidiaries, at equity (Schedule TTT) Subsidiaries not consolidated, at equity (Schedule III) Other, at cost Advances to consolidated subsidiaries (Schedule IT) Less: Allowance for losses (Schedule XII) 225.1 0.1 128.8 SfLi 412.5 15.0 397.5 213.8 0.1 215.0 50.7 479.6 27. 8 451.8 Uaj Current^ liab: Accounts pj Accounts Federal t. Accrued 1' Wages a Taxes, Interns Other a Total Toeal Payable c Income ta Long-tens Total c Payable to su Long-term deb" Deferred iacc Deferred levs Stockholder Capital a Prefexr $93.1 Property, plant and equipment, at cost (note 4) (Schedule 7) Less: Accumulated depreciation, depletion and amortization (Schedule 71) Deferred charges and ocher assets Debt discount and expense Other assets Total assets 869.4 431.0 438.4 1.2 2.6 3.8 832.9 397.4 435.5 IJ 1.0 2.3 Retained . Total s CmdtneBts Totsl Usl 'i i The accompanying notes a** an.lntepml pirt of these i I CELANESE CORPOBATIOS Statements of Source and Application of F-rads Wording capital at beginning of year Source of funds: Income before extraordinary items Undistributed income of consolidated subsidiaries Depreciation, depletion and amortisation (note 4) Income taxes and investment tax credit deferred Investments and advances: Sale of petroleum ooeratlons (note 3) Tax benefits on non-U.S. divestments Proceeds from sales of investments Long-term debt Sale of capital assets Other (net) Total sources Application of funds: Capital additions Long-term debt Investments and advances: Change in allowance for losses Additional lnves^ents Dividends Total ipplications Increase/(decrease) in working capital* Working capital at end of year Increase/(decrease) in working capital: Cash and marketable securities Other current assets Current liabilities Total (In millions) Years ended December 31 i970 1969 $93.2 $113.6 51.0 (U.7) . 54.8 6.3 SO.O 35.5 19.6 2.8 (1.8) 235.5 66.9 30.5 12.8 55.3 30.9 1%.4 39.1 $132,3 76.3 (14.7) 45.5 1.8 89.8 - 16.1 25.1 1.3 (7.9) 233.1 115.9 25.7 73.2 7.9 31.0 253.7 (20.4) ^_9^2 S7.4) ICQ.7 ' 2.8 22*1 $ 28.5 27.1 (76.0)* ?(20-) ) i i i t'f 1 I i I CFLAKESE COBPORA.TIOH Note* to the Corporation's Statement* of Income (These notes have the same alphabetic references as the notes to tbe Consolidated Statements of Income). (A) Depreciation, depletion and amortization expense is shown under the operating cost classifications to which it applies. The amount of such expense included herein is $54.8 million for 1970 and $45.5 million for 1969 (see note 4 of notes to Che financial statements). (B) The inventories used in determining cost of goods sold in the statements of income were: Years ended December 31 (in millions) 1970................................................................ 1969................................................................ 1968................................................................ (C) Same as consolidated note. $86.1 66.0 62.7 (D) Same as consolidated note. (E) Same as consolidated note as It pertains to the 1970 and 1969 disclosure. (F) Same as consolidated note. I ! t ' S-'r*:. ' rV-; 4 CELANESE CORPORATION Note* to the Corporation's Balance Sheet (These notes have the sane numeric references as the notes to the Consolidated Balance Sheets). (1) Principles of Consolidation and Related Matters Same as consolidated note. (2) Inventories Same as consolidated note except for: The inventories at December 31 were: (in millions) 1970 1969 Raw materials and supplies........................................ $ 32.9 $ 21.8 Work-in-process................................................................... 10.8 9.7 Finished goods..................................................................... <*2.U 34,5 Total............................................................................ $ M-1 (3) Investments and Advances Same as consolidated note except for: Included in investments and advances was $72.1 million at December 31, 1970 ($79.0 million at December 31, 1969), to unconsolidated subsidiaries and operating companies that are not subsidiaries. The related equity in net assets was approxi mately $97.4 million at December 31, 1970 ($99.8 million at Decead>er 31, 1969). The Corporation's balance sheets Include its investments in consolidated subsidiaries at cost pins equity in undistributed income and additional paid-in capital with the exception at December 31, 197(1 of Columbia Cellulose Company, Limited. } j I (4) Property, Plant and Equipment and Depreciation Same as consolidated note except for: (In millions) 1970 1969 Buildings and improvements............................................$128.6 $117.2 Machinery and equipment........................ 685.8 627.2 = Furniture and fixtures...................................................- 12.2 7 10.9 :* Automobiles and rolling stock.................... 2.8 4.5 - Other assets............................................................ 3.4.- 4.0 ' Sub-total............................................................ 832.8i Landg g Plant and equipment under construction............... j8 0 >' Total. .................. , ..... . - (S) Long-Term Debt and Related Restrictions JA Same as consolidated note except for:- CELANESE CORPORATION Notes to the Corporation's Balance Sheet, continued Debentures and mortgage bonds in the principal amount of $3.8 million ($1.4 million at December 31, 1969) which have been offset against long-term debt, have been repurchased and are held in the treasury. Maturities and sinking fund requirements through December 31, 1973 arc: (in millions) 1971 1972 1973 1974 1975 $26.8 27.0 31.0 12.1 17.6 (6) Minority Interest Not applicable. (7) Capital Stock Same as consolidated note. (8) Income Taxes Same as consolidated note. (9) Retirement Income Plans Same as consolidated note except for: Charges to operations under the various plana aggregated $6.4 adlllon for 1970 and $5.7 million for 1969. (10) Conoiitments and Other Matters Same as consolidated note except for: At December 31, 1970, there were commitments of approximately $22.6 million for acquisition of facilities and $8.5 million for Investment is subsidiaries. The Corporation has agreed to purchase or obtain orders for products of a subsidiary and a subsidiary of Columbia Cellulose et prices that Inclule all coeta including' amounts sufficient to pay current installments of principal and interest on certain:, long-term debt. Tho long term debt at December 31, 1970, urns $102 million as to the : subsidiary and $40 million as to the subsidiary of Colombia Cellulose, f CEIANESE CORPOBATIW Notes to Corporation's Balance Sheet, continued (11) Supplementary Information to Statement of Income Maintenance and repairs, depreciation, depletion and amortization, taxes, rent and royalties, and bad debts are as set forth in the following table: Maintenance and repairs................................................ .......... Depreciation, depletion and amortization................. . Taxes, other than federal taxes on income: Payroll taxes....................................................................... . State and local real estate and personal property taxes................... .......................................... .. State Incase taxes................................................................ Other taxes.............................................................................. . Management and service contract fees....,................ Bad debts.......................................................................................... (In millions ) Years ended December 31 (a) 1970 1969 Costs Other Costs Other $1.8 $22.6 $1.8 3.9 42.1 3.4 6.1 - 6.0 0.4 5.0 0.3 - 3.5 - 0.2 1.0 -fial 11.4 6.7 9.5 6.5 -ff - 1 ft 0.3 (0.1) (a) Amounts shown in the columns headed "Costs" have been Included In the accompanying statements of income under "Cost of Goods Sold" and amounts shown In the colons headed "Other" have been Included In ocher items under "Operating Costs". Charges to ocher than Income accounts are insignificant in amount. (12) Subsequent Events Same as consolidated note. CELANESE CORPORATION cod CELANESE CORroRATION AND CONSOLIDATED SITBSIDIARIES Investments in Securities of Subsidiaries Veer ended December 31, 1970 (dollars in millions) Name of issuer r.nd title of Issue I. Celanese Corporation-Subsidiaries consolidated: A. U.S. subsidiaries: Fiber Industries, Inc: CooDon stock $10 par value Celanese International Corporation: Coosaon stock, without par value Other companies: (Fourteen at beginning and sixteen at end of period) Total U.S. subsidiaries B. Non-U.S. subsidiaries: Cheacell Limited: Common stock, without par value Other companies Fourteen at beginning and sixteen et end of period) Balance at beginning of period No. of shares Amount 4,500,000 1,000 . 5 81.5 8.6 44.3 134.4 7,569,230 53.0 27.6 Total non-U.S. subsidiaries C. Reserve for intercompany profits of Celanese Corporation In inventories of subsidiaries, carried as a reduction of investments D. Total subsidiaries consolidated II. Celanese Corporation-subsidiaries not consolidated: (Three companies at beginning and end of period) IH. Celanese Corporation and consolidated subsidiaries: Subsidiaries not consolidated (Seven companies at beginning and ten companies at end of period) Less amount included in Investments and Advances - Other - 30.6 a.2) imd 5 0.1 $ 5.8 - Additions No. of shares Amount Deduction! No. of shares Aj - 5 9.7 (1) * (20.6) Cl) 21.9 (3) S - 1.2 tl) _L2 (S) _____ _ _ 21 9 ~ (15.8)(1) 4.2 (1) 5.2 (4) 3.0 (U) 0.8 (6) 1.7 (7) _ 1.1 -- (0.8)(6) SLi _ s m-- ii- -- S - ? 2.i a) 23.3 (11) 34.9 0) 1.1 (10) $ M Rotes: <D Equity in income/(loss) for the year (Schedule XVII). -r' m Dividends received (Schedule XVII). ' -j 0) Capital contributions by Celanese Corporation of cash of $21.1 million and a mote receivable having a face vale <*) Carrying value of Investment transferred to Celanese Corporation by capital-distribution.^;-.. ^ (5) Cost of investment* acquired In consideration of $4.4 million and the;relsauamce of 100,000 coason treasury aha (6) Reserves for potential devaluation losses of subsidiaries transferred to^Ce lames* (7) Carrying value of investments in affiliates reclassified upon acquisition tof additional shares , that, resulted it (8) Increase in reserve for Intercompany profits In inventories. (9) Carrying value of subsidiary sold is 1970, (10) Carrying value of subsidiaries deconsolidated during "* : - (11) Cost of investments acquired for cash. 7* ' ^ ' * V" C3LANESE CORPORATION ad CT1ANZSE CORPORATION AND CONSOLIDATED bJJBSIDURIES Investments In Securities of Subsidiaries Year ended December 31, 1970 (dollars In alllions) consolidated: Balance at beginning o f period No. of shares Amount Add it ions No. of shares Amount Deductions No. of shares Amount Sche4tla ITT Balance st end of Bo. of shares (2SWS .ration: */a Luc : beginning sod 4,500,000 1,000 - 3 rics % W value it beginning and 7,569,230 S 81.5 8.6 44.3 134..4 53.0 27.6 - sldlarles its of Celanese of subsidiaries, 3ves tnents consolidated . not consolidated: .ad end of period) .ated snbsldlarles: Seven coopenies at end of period) iCaencs and _ SO.6 a.2) S213.8 $ 0.1 5 5.8 * . $ 9.7 (1) (20.6) (1) 21.9 (3) 1.2 ti) --2J. (5) _1Ll! - (15.8) (1) 6.2 (1) 5.2 (4) 3.0 (11) 0.8 (6) 1.7 (7) _ 1.1 (0,8)(6) md * s- - s 2.i a> 23.3 (11) 34.9 (7) L.i ao> - $ 3.1(2) 5.2(4) - 4,500,000 1,000 * 8.3 $ 88.1 4.7 55.2 148.0 0.7(2) 1.9(2) 7,569,230 36.5 42.6 2.6 USA 5 0.4(2) 0.2(9) - 79.1 . (2.0) 224i 5 0.1 $ 66.6 e y*ar (Schedule XVII)* r- t/vj ^ VII)--* '-"*V *'2^ ese Corporation of cash of $21.1 odlllan and a note receivable having a face value of $0.8 aUliou~ * **'c. ransferred to Celanese Corporation fy capital distribution. ~ V' *. ` 3 ccmslderation of $4.4 oil lion and Che reissueoce of 100,000 co--nn treasury shares having a value of $3.3 adllfou. dacT losses of subsidiaries transferred to Celanese Corporation. /"* ` ^ ~ * - "*`T - V""- affiliates reclassified upon acquisition of additional shares that resulted in ownership In excess of 501^ f ^jiany profits in inventories. -'' - \" ~ ^ -"7- '"-"V'- ^ ~ ; deconsolidated during 1970. --or cash. - -* Iv ' '\T.+ v CELANESE COTPOSATIOB and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Investments in Securities of Subsidiaries Year ended December 31, 1969 (dollars in millions) N11LJ of issuer and title cf issue Celanese Corporation: Subsiaiarxes -onsolidated: I'.S. subsidiaries; Champlin Petroleum Company: Cocoon stock $100 f. lr value Fiber Industries, Inc.: Cocoon stock, $10 par value Celanese International Corporation: Conmon stock, vlthout par value Balance at beginning of period No. of shares Amount Additions Ro. of shares Amount Dedi No. cf shares 44,847 4,300,000 1,000 $160.3 73.7 12.2 $11.1 (1) 44,847 13.0 (1) (3.6) (1) Other companies: Fifteen at beginning of period and fourteen at end of period 74.8 5.3 (1) Total U.S. subsidiaries Non-U.S. subsidiaries: Cbemcell Limited: Comoon stock, without par value 7,569,230 Ocher companies: Fourteen at beginning and end of period Total non-U.S. subsidiaries'- Reserve for inter-company profits of Celanese .. ,/v' Corporation in Inventories of., subsidiaries,^; "V;.^ carried as a reduction of investments^*-- v-. : Total subsidiaries consolidated ,7^*rAv --- - _ y i 321.0 25.8 66.7 - 4.8 (i) 20.9 87.6 --L (l) 12.2 (0-9) ' --5'.- $407.7 ;r ; 7 . -i i ; i j -vj ''M j ) ) ) ) CELANESE CORPORATION and ANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Investments in Securities of Subsidiaries Year ended December 31, 1969 (dollars ir. millions) 3*i*nce at beginning of period No. of shares Amount Additions No. of. shares Amount Deductions No. cf shares Amount Balance ac close of period No. of shares Amount Schedule rrj ,500,000 1,000 S160.3 73.7 12.2 $11.1 (1) 44,847 13.0 (1) (3.6)(1) $ U.8(2) 157.6(3) 1.9(3) 3.3(4) 4,500,000 1,000 5 81.5 8.6 '4.8 321.0 569,230 66.7 - 20.9 87.6 5.3 (1) 25.8 4.8 (1) '- 7A (1) 12.2- ' - (0.9) . S407.7- . i (0.3H5) S37.7 ' 10.6(2) 25.2(3) 212.4 44.3 134.4 2.1(2) 16.4(4) 7.569,230 0.7(2) ________ 19.2 ' ' 53.0 27-6 80.6 2 CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SCBSIDIAAI Investments In Securities of Subsidiaries, coctlnu. Year ended December 31, l%9 (dollars in millions) Name of issuer and dele of Issue Celanese Corporation : U.S. and non-t\S. subsidiaries (not consolidated): Three companies at beginning and end of period Balance at beginning of period No. of shares Amount Additions No. of shares Amount Celanese Corporation and consolidated subsidiaries: l\S. and non-C.S. subsidiaries (not consolidated): Seven companies at beginning and end of period s 3-S $4.4 (1) Notes: (L) (2) (3) (4) 15) (6) ETuicy in incaae/(loss) for the year (Schedule XVII). Dividends received (Schedule XVII). Carrying values of Investments sold for $240 million. The gain on the lale in dm amount of net of taxes of $30.2 million, wes credited to current yeer income as an extraordinary item, was received in cash on January 5, 1970, and the balance of $120 million is due is 3 equal at installments beginning in 1971. Write-off of excess cost over related equity as an extraordinary charge to current yeer incca Increase In reserve for Inter-company profits in inventories. Cancellation of aubscTlpclon to stock of a subsidiary. 2 CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Investments In Securities of Subsidiaries, continued Year ended December 31, 1969 (dollars in millions) Balance at beginning of period No. of shares Amount Addltlor.s No. of shares Amount Deductions No. of shares Amount lated) rriod S 0-1 Schedule TIT, r Balance ac close of period So. of shares Amount LJL iries: Lated): triod a) - S i-lf6) - S s.a (Schedule XVII). for $260 million. The gain on the sale in the eaount of $25.9 million, edited to current year income as an extraordinary item. $120 million 170, and the balance of $120 million is due in 3 equal annual 1 equity as an extraordinary charge to current year incase. t profits in inventories. *n L1 Schedule! 17 and X CE1ANESE CORPORATION Indebcedneaa of and Indebtedness to Subsidiaries - Not Current Tear ended December 31, 1970 (in mllllona) Receivables Beginning End of period of period Payable! leginning End of period of period Subsldlarlea consolidated: O.S. aubaldlarlea: Celtren, Inc. Celanese International Corporation Fiber Industrlea, Inc. Pan Aaeel Co. Inc. $ 2.3 0.3 - 1.3 $10.4 * 3.0 $- $0.1 Other companies: Four at beginning and fire at end of period, all totally held Total U.S. subsldlarlea 45.6 49.5 44.9 58.3 X' Noo-C.S. subsidiaries: Aaeel Europe, S.A. 1.0 Amcel France. S.A. - 0.1 Amcel Co. (Scandinavia) A/S 0.1 0.1 Celaneae Tenezolana, S.A. 0.1 - mi Other conpaniea: One at beginning and two at end of period - - Total non-O.S. aubaldlarlea 1.2 0.2 S'* 5 s 0-1 m Mi -/ __ml. Kz-"- * v .V*.:-' - Classification Celanese Corporation: Land Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles and rolling atock Plant and equipment under construction Other CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Property, Plant and Equlpunt Year ended December 31, 1970 (in million*) Balance at Beginning of Period AdditiOCXS Subsidiaries Aceuired/n Additions at Cost $ 3.4 117.2 627.2 10.9 4.5 60.7 4.0 $832.9 $- - _ _ $ 0.1 16.9 80.5 1.5 0.1 (32.6) 0.4 $66.9 Celanese Corporation and consolidated subsidiaries: Land Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles end rolling stock Plant and equipment under construction Other $ 14.3 246.2 1,098.2 17.8 25.2 91.1 7.3 $1,500.1 $ 1.7 4.5 2.1 0.2 - $0 $ 0.2 25.8 131.9 2.4 8.4 (*0.4) 3.6 $131.9 Note*: (1) Gross book value at date of acquisition of subsidiaries. (2) Reclassification of accounts. . (3) To adjust gross book-value to.agree with gross.tax value. _ .. (4) Gross book value of property, plant and.equipment of subsidiaries deconsolidated in 1970 - ... j. r- \ Classification Celanese Corporation: Land Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles and rolling stock Plant and equipment under construction Other CELANESE C0RP0RATI08 and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Property, Pleat and Equiperac Year ended December 31, 1970 (in ellllona) Balance at Beginning of Period Additions Subsidiaries Acquiredm Additions at Cost R- $ 8.4 L17.2 627.2 10.9 4.5 60.7 4.0 $832.9 $- - - $ 0.1 16.9 80.5 1.5 0.1 (32.6) 0.4 $66.9 Celanese Corporation and consolidated subsidiaries: Land Buildings and improvements Machinery and eouipmenC Furaimre and fixtures Automobiles and rolling stock Plant and equipment under construction Other $ 14.3 246.2 1,098.2 17.8 25.2 91.1 7.3 $1,500.1 ? 1.7 4.5 2.1 _ 0.2 - - $8.5 $ 0.2 25.8 131.9 2.4 8.4 (40.4) 3.6 $131.9 Rotes: (1) Gross book value at date.of acquisition of subsidiaries. (2) Reclassification of accounts. . (3) To adjust gross book-value. to.agree with gross, tax value. . . .. (4) Gross book value of property, plant end.equipment of subsidiaries deconsolidated in 1970 i ..u .VVta1. . ;.r Schedule V n CELANESE CORPORATION And CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Property, Plant and Equipment Year ended December 3i, 1970 (in mllllons) Balance at Beginning of Period AdditIona Subsidiaries Acquiredfll Additions at Coat Retirements or Sales during Period Other Changes Debit/(Credit) Balance at and of Period $ 8.4 117.2 627.2 10.9 4.5 60.7 4.0 S832.9 $- - _ - $ 0.1 16.9 80.5 1.5 0.1 (32.6) 0.4 $66.9 ?5.7 22.1 0.2 1.8 0.1 1.0 $30.9 ' $0.1 (3) (0.1)(2) 0.3 (3) 0.1 (2) 0.1 (3) $0.5 $ 8.6 128.6 685.8 12.2 2.8 28.0 3.4 $869.4 absldiaries: a $ 14.3 246.2 1,098.2 17.8 25.2 91.1 7.3 $1,500.1 $ 1.7 4.5 2.1 0.2 - $o $ 0.2 25.8 131.9 2.4 8.4 (40.4) $nn $- 7.1 32.3 0.3 2.1 0.1 $0.1 (3) (0.2) (4) 0.3 (3) (2.0)(4) 0.1 (3) (4.8)(4) (0.1)(4) (0.1) (4) - 0.6 (3) $ 16.1 267.7 1,195.2 19.8 31.6 50.6 9.7 $1.590.7 acquisition of subsidiaries. S_ to agree with groat tax value. ~ (-rr y, plant and equipment of subsidiaries deconsolidated in 1970./ .. re loaa on plant _ ; w- '----. ; -V --'--V v"- v 7T-;* . - .. \V .V-T JC' : - .0 /Kim aS I Classification Celanese Corporation: Land Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles and rolling stock Plant and equipment under construction Other Celanese Corporation and consolidated subsidiaries: Land CE1ANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBS Property. Plant and Equipment Tear ended December 31, 1969 (Is millions) Balance at beginning of period Additions at cost Retirements or sales during period $ 8.3 107.3 559.0 9.8 3.1 35.7 3.5 8726.7 $ 0.2 9.8 59.8 1.2 2.4 42.0 0.5 $0.2 8.2 0.2 1.0 _ ? 15.1 $ e.6 $ 0.4 Buildings and improvements Machinery and equipment Oil, gas and timber properties Furniture- and fixtures Automobiles and rolling stock Plant and equipment under construction Other 234.8 1,088.6 166.5 17.9 26.0 71.3 52.1 19.0 110.7 13.6 2.3 7.0 38.8 3.7 2.6 13.5 5.7 0.4 4.0 0.1 2.6 Sl-672.3 S195.7 Notes: (1) Write-off to expense. (2) Reclassification of accounts.;. (3) Cross book value of property; plane and equipment of subsidiaries sold.^ (4) . Estimated fire-lose on plant and equipment. 529.3 :-Z :- ^ - - -Ju !*?> .1 I ubsidlaries: Ion CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Property, Plant and Equipment Year ended December 31, 1969 (la millions) Balance ac beginning of period Additions at cost Retirements or sales during period Other changes Debit (Credit) Balance at close of period $ 8.3 107.3 559.0 9.8 3.1 35.7 3.5 S726.7 $ 0.2 9.8 59.8 1.2 2.4 42.0 0.5 S'15.9 $0.2 8.2 0.2 1.0 - - UJi s (0.1)(1) 0.3 (2) 16.6 (2) 0.1 (2) - (17.0)(2- - s fp.n S 8.4 117.2 627.2 10.9 4.5 60.7 4.0 5 832.9 S 15.1 234.8 1,088.5 166.5 17.9 26.0 71.3 52.1 Sl-672-3 $ 0.6 19.0 110.7 13.6 2.3 7.0 38.8 3.7 S15j.7 $ 0.4 . 2.6 13.5 5.7 0.4 4.0 0.1 2.6 529.3 $ 0.2 (2) (1-1)(3) (O.D(') (0.5) (2) (4-5)<3) 17-4 (2) (105.0> f 3) (2.3)121 (172.1)(3) (2-0) (3) (0.1) (2) 0.7) (3) (17-0) ( 2) 0-9) (3) 2.3 (2) (97.6) (3) (0.6) (4)S (338.61 - - $ 14.3 248.3 1,098.2 -* 17.8 25.2 91.1 7.3 ^.SUHLl j>IanE and equipment of subsidiaries sold. ( M equipment. I CEIAJESE CORPORA.TICK and CELANESE CCRPORATICa AND CONSOLIDATED SUBSIDIARIES Accumulated Depreciation, Depletion and Amortization of Property, Plant ai Year ended December 31, 1970 (In nillions) Classification Celanese Corporation: Buildings and i*cproveiaenCs Machinery and equipment Furniture and fixtures Automobiles and rolling stock Other Balance ac Beginning of Period Additions Subsidiaries Acquired (l) Charged to Income S 50.3 336.1 6.7 3.1 1.2 $397.4 $- s- $ 4.2 48.? 0.9 0.5 0.3 $54.8 Celanese Corporation and consolidated subsidiaries: Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles and rolling stock Other $ 77.1 507.9 9.0 7.5 1.6 S603.1 $ 0.8 0.7 0.1 S 1.6 $ 8.8 84.3 1.5 2.5 0.5 $97.6 Notes: J (1) Accumulated depreciation ac date of acquisition of subsidiaries. (2) Accumulated depreciation reserve of property, plant and equipment of subsidiaries decons (3) To adjust depreciation reserve to agree with tax depreciation reserve. \ . : ' v:.-> - X S- *1 I CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Depreciation, Depletion and Amortization of Property, Plant and Equipment Year ended December 31, 1970 (in millions) Schedule 71 Balance at Beginning of Period Additions _____________D__e_d_uctions Retirements, Subsidiaries Charged to renewals and Acquired (1) Income replacements Ocher changes CredltfDeblc) Balance at end of period ? 50.3 336.1 6.7 3.1 S397.4 $- - - $- ? 4.2 48.9 0.9 0.5 0.3 $54.8 $ 4.7 15.4 0.2 1.0 0.3 $21.6 .3 (3) 0.1 (3) - - $0.4 $ 50.1 369.7 7.4 2.6 1.2 $431.0 bsldlarles: $ 77.1 507.9 9.0 7.5 1.6 S603.1 $ 0.8 0.7 0.1 - S 1.6 $ 8.8 84.3 1.5 2.5 0.5 $97.6 $ 5.1 22.7 0.2 1.0 (29.3) 5(0.7)(2) 0.3 (3) (2.9)(2) 0.1 (3) (0.1)(2) (0.2)(2) - S(3.5) $ 31.2 567.4 10.2 8.9 31.4 S699.1 at date of acquisition of subsidiaries. reserve of property, plant and equipment of subsidiaries decoctblldated In 1970. serve to agree with tax depreciation reserve. ' " - * rf*. ' i t i :: v "\i CELANESE CORPORATION And CELANE5E CORPORATION AND CONSOLIEUTTD S'JBSiJ Accunuljced fr-p rec ia c ion, Depletion and Amortisation of ,nr9pr' War ended December 31, 1969 (in millions) Classification .nese Corporation: Buildings and improvements Machinery and equipment Furniture and fixtures Automobiles and rolling stock Ocher ires* Corporation and consolidated subsidiaries: Building, and Improvements Machinery and equipment Cil,gas and timber properties furniture and fixtures Autonobiles and rolling stuck Other Balance at beeinntn^ ot period S 17.1 304.9 6.1 2.7 0.9 $ 72.4 516.5 103.9 9.5 8.3 13.7 5723.8 Addition- Charged to Income $ 3.5 40.3 0.8 0.6 0.3 S45.5 $ 8.1 74.7 7.0 1.3 7.9 2.7 S6.7 Deduct;on* R^tirements renewals m replacement: S 0.3 8.1 0. 2 0.2 - i_a-4 S 1.8 12.6 3.5 0.3 t * 1.4 S 21 .8 Notes. (1) (2) Loss on sale of p'ant. Gross bcok value of property, plant and equipment of subsidiaries sold. d ,ill"V-v C. ** * `-i r- 'X-1 -vr > : CELAKESE CORPORATION and CEU.VESE CORPORATION AND CONSOLIDATED SUBSIDIARIES D*r reflation, Depletion and Amortisation of Property, Plant and Equipment Year ended December 31, 1969 (in millions) Balance at beeinning or period 5 '.7.1 306.9 6.1 2.7 0.9 S361.7 $ 72.4 516.5 103.9 9.5 3.7 p.: Add it ion-* Charged to Income $ 3.5 60.3 0.8 0.6 0.3 S45-5 S 3.1 74.7 7.0 ] .7 :.9 `2.7 Deduct i vins Retirements. renewals and replacements $ 0.3 8.1 0.2 0.2 - 5 8.8 $ 1.8 12.6 3.5 0.3 t *> 1.4 3U& ^ther changes Credit (Debit) s (1.0XU - - S fl.O) s <1.6)(2> (1.0) (D (69.7)0 (107.4)(2) (1.5)(2) (1.5)(2) (12.9)(2) 5(195.61 Balance ac cloie cf oeriod 5 50.3 336.1 6.7 3.1 1.2 5397.4 $ 77.1 507.9 ?.o 7.5 1.6 5603.1 ent of subsidiaries sold. Schedule V! CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Bonda, Mortgages and Similar Debt December 31, 1970 (in millions) Naae of issuer and tide of Issue Authorized by indenture Celanese Corporation: 4 3/41 tern loan serial notes, doe 1971-1973 3 l/ZX debentures, due 1971-1976 5 3/81 subordinated debenture, doe 1973-1977 5 3/41 notes, due 1971-1980 4 3/41 notes, due 1971-1990 . 41 convertible subordinated debentures, due 1975-1990 6 3/41 notes, due 1975-1987 Total long-term debt - Calanese Corporation $100.0 50.0 17.0 - 50.0 75.0 78.9 _2i4 Deduct: Long-term debt doe within one peer Long-term debt (net) Celanese Corporation and consolidated subsidiaries: Celanese Corporation: Total long-term debt - above D.S. Subsidiaries: Camden Fibre Mills, Inc.: 5 1/2Z note, due 1971-1988 Celcran, Inc.: 4 1/21 to 6 3/41 notes, due 1971-1978 Celanese International Finance Company: 6 3/41 guarantaed debentures, doe 1973-1982 Fiber Industries, Inc.: 4 1/n notes, due 1971-1974'.. 5 1/41 first mortgage and collateral trust bonds, due 1971-1978 51 first mortgage and collatetml trusc bonds, . doe 1971-1984 1(71 subordinated income note, payable to Celaneas Corporation, due 1971-1974 jc t . v - - -j.. *. _ - Total U.S. Subsidiaries $ 1.2 15.4 20.0 ' 't-iefi' - Issued end not retired or cancelled Held by or for account of issuer thereof Not hi by or SCCOI of isi then $60.0 31.0 17.0 48.1 72.0 78.9 71-f) $3.8 _ $ 6C 27 17 48 72 78 9.7 20.0 17.5' $- 1. 9, VP.-:- - \ ielanese corporation nd kTIQN ADD CONSOLIDATED SUBSIDIARIES Mortgage* and Similar Debt December 31, 1970 (in *11iona) <VWfal II lamed and noc retired kor cancelled $60.0 31.0 17.0 48.1 72.0 78.9 Held by or for account of leaner thereof $3.8 Not held by or for account of laauer thereof $ 60.0 27.2 17.0 48.1 72.0 78.9 -ttJl Included in aum extended under caption "Long-tana debt'1 in related balance cheat ($U.S.) $ 60.0 27.2 17.0 48.1 72.0 78.9 25.0 328.2 26.7 I* ainking and other rpedal funda of leaner thereof (SO.S.) $3.8 Pledged by Laauer thereof $- Held by affillatea for ehich atatamenta are filed hemalth included in Coeaolldatad acataeonta Other $- $- $328.2 $ 1.1 9.7. 20.0 17.5 i ' ; y 12.0* $ - . $ 1.1 9.7 $ 1.1 9.7 20.0y' .. 20.0 '' '' ' 17.5 t ' ' 17.5 . : "-'i'.-i-V.. u.o - 12.0 1 -i 2 cruNZsr corporation and CEIANESE CORPORATION AID CONSOLIDATED S' 'SIDIARI Bonds, Mortgages sod Similar Debt, continued December 31, 1970 (in millions) Name of issuer and title of Issue Authorized bv indenture Ceianese Corporation and consolidated subsidiaries, ccmt. Non-U.S. subsidiaries: ChoDcell limited: 5 1/4X general mortgage bonds. Series A, due 1971 Can. $12.0 7X sinking fund debentures, Series A, due 1971-1980 (with conanon stock purchase warrants) Can. 15.0 5 3/8X sinking fund debentures. Series B, due 1972-1985 (U.S. dollars) 30.0 6 1/25 sinking fund debentures. Series C, due 1973-1986 Can. 15.0 Celtran Equipment Limited: 6X notes, due 1971-1978 (U.S. dollars) 5.0 Aacel Europe, S.A.: 6.3X and 8X first mortgage notes, due 1971-1978 (Belgian francs) B.F. 706.1 Ceianese Colcmblsna, S.A.: 105, 14Z end 185 notes, due 1971-1984 Other notes payable with various interest rates and maturity datea ~ Total Deduct: Long-term debt due within one year Long-term debt (net);-' - . Issued and not retired or cancelled Bald got b by or for by or account acco of issuer-__- of is thereof ther Can. $ 0.8 Can. 10.5 30.0 Can. 15.0 3.5 B.F. 499.4 _ Can. $ Can. 0.8 _ Can. $ Can. Can. B.F. 30.6 B.7. 4. _ -~ - : - 2 CTLAKESE CORPORATIt* and 'ORATIOW AND CONSOLIDATED SUBSIDIARIES -tgages and Similar Debt, continued 'December 31, 1970 (In Billions) Schedule Tx cant Iaaued end not retired or cancelled > Held Mot held by or for by or for account accoimc of lssuec.__ - of laeucr thereof thereof Included In sua extended under caption "Long-term debt*1 in related balance sheet (br.s.) In slnLlng and other special funds of issuer thereof (50.S.) Pledged by* issuer thereof Held by affiliate. for w+itch iciteaenci re filed vhervlth Peraona included lo Con solidated itateueot. ($0.S.) Other Can. $ 0.8 Can. 10.5 30.0 Can. L5.0 3.5 B.F. 499.4 - Can. $ Can. 0.8 Can. $ 0.S Can. 9.7 - 30.0 - Can. 15.0 - 3.5 $ 0.7 9.7 30.0 13.9 3.5 B.F. 30.6 B.F. 468.8 9.4 -- 5.6 -5.7 78.5 - 557.0. 46.2 * 51J|^;V ji '-7*- > '* -z* 'V , *-'7 $0.7 $- $- ,V -----_*- -- -- ' " V - `tvXi rJ ' t -* - _, - i V *.a. --'* -7. `/.i! ,<iih- *.% w'-*-" -.-.aix . >71*' '! CTLANESE CORPOKATIW and APORATION AND CONSOLIDATED SUBSIDIA8IES ds, Mortgages and Similar Debt December 31, 1969 (in ailllons) Schedule IX Amount Issued sod not retired or cancelled Amount held by or for sccounc of issuer thereof Amount not held by or for account of Issuer thereof Amount included in sua extended under caption "Long-term debt" in related bslance sheet (?P-S.)________ Amount In linking and other pedal funds of laeuer thereof fSO.S.l Amount pledged by Issuer thereof Amine held by affllleces for which statements are filed hrrevlth Persons Included in Con solidated statements -tw.s.) Other S80.0 33.0 17.0 50.0 75.0 78.9 $1.4 $ 80.0 31.6 17.0 50.0 75.0 78.9 $ 80.0 31.6 17.0 50.0 75.0 78.9 25.0 357.5 25.5 5332.0 $1.4 - - - - $- $- $357.5 $11.3 $ 11.3 $ 11.3 $* 20.0 20.0 20.0 - 22.5 22.5 22.5 - 13.5 95.0 13.5 95.0 13.5 .* ^ r 21*2^ S^Sf^*4e.v .*-.*-1 Vd&T'aelfSS TV : * e ; ^-**^23L&dSVk&K- ^>i/=/* 97f ' -if-'-e ^ . : t -V;.;-7S '.?& ^-V/C'' -'CvfSfi!. v.s"'<fcA- V,-*V .r ___ : a la' $- o, * - t*Vf "1 r>? 2 CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Bonds, Mortgage# and Similar Debt, continued December 31, 1969 (In million#) Name of isauer and title of laue Amount authorized iy indenture Celaneae Corporation and consolidated subsidiaries cont. Canadian subsidiaries: Chemcell Limited: 5 1/^T general mortgage bonds. Series A, due 1971 Can. $12.0 71 sinking fund debenture*. Series A, due 1970-1980 (with common stock purchase warrants) Can. 15.0 5 3/8Z sinking fund debentures. Series B, due 1972-1985 (U.S. dollars) 30.0 6 1/21 sinking fund debentures. Series C, due 1973-1986 Can. 15.0 Celtran Equloment Limited: 67. notes, due 19 7 0-1978 (U.S. dollar*) Total Canadian Subsidiaries ,=lo Other noo-U.S. subsidiaries: Amcel Europe, S.A.: 6.31 and 81 first mortgage notes, due 1970-1976 (Belgian franca) Other notea payable with varioua interest rates and maturity dates B.F. $706.1 Amount issued and not retired or cancelled Amount held by or for account of Issuer thereof Amount not held by or fo account of issue thereof Can. $ 1.5 Can. 11.0 30.0 Can. 15.0 6.0 Can. $0.1 Can. 0.5 - . Can. $ 1 Can. 10 30 Can. 15 4 B.F. $427.2 $- B.F. $427. 2 CELANESE CORPORATION jnd 'ORATION AND CONSOLIMTED SUBSIDIARIES 'Cgages and Similar Debt, continued December 31, 1969 (tn million!) Schedule tX. coot Amount Issued and not retired or cancelled Amount held bp or for account of Issuer thereof Amount not held by Or for account of Issuer thereof Amount Included In sum extended under caption 'Tong-term debt" In related balance sheet (SU.S.) Amount In sinking and other special funds of Issuer thereof (SU.S.) Amount pledged by Issuer thereof Amount held by affiliates for which statements are filed heresri.tr Persons included solidsted statements (SP.S.) Other Can. S 1.5 C*n. 11.0 30.0 Can. 15-.0 4.0 Can. $0.1 Can. 0.5 - . Can. $ 1.4 Can. 10.5 30.0 Can. 15.0 4 .0 $ 1.4 10.5 30.0 13.9 4.0 3IP B.F. $427.2 $- B.F. $427.2 $ 8.6 7.3 15.9 595.5 42.4 $553.1 $ 0.1 0.5 - $- . $- $- $- $- $- $- ti ii v.;vr~ -L` : ^4 :s?l S -'i |l "ril- 1 J 'j i SI 1 / Schedule XII CELANESE CORPORATION and CELANES E CORPORATION AND CONSOLIDATED SUBSIDIARIES Reserves Year ended December 31, 1970 (ii millions) Balance aC beginning cf period Additions Charge! Charged Co to other Income acco(mt3 Deductions from reserves Balance at end of period Celanese Corporation: Deducted from assets: Allowance for doubtful accounts (deducted from trade accounts receivable) Allowance for doubtful accounts (deducted from other accounts receivable) Allowance for losses (deducted from investments no advances) Celanese Corporation and consolidated subsidiaries: Deducted from assets: Allowance for doubtful accounts (deducted from trade accounts receivable) Allowance for doubtful accounts (deducted from ocher accounts receivable) Allowance for losses (deducted from investments and advances) $ 1.5 0.4 27,8 $ 7.0 0.4 $ 0.3 $- $0.2(1) 0.2(2) $ 1.4 ^5^(4) 0.4(3) 0.2(1) ^8^(5) 15,0 $ 3.5 $- $ 0.2(1) 3.6(2) 0.3(6) _ 15.2(4) 0.9 __ 0.2(1) 0.4(3) 14.1(7) --4-*(8) $ 6.4 31,8 (1) Reclassification of accounts. (2) Bad debts, claims and allowances net of recoveries.. (3) Receivables of SIACE written off. ' (4) Provision for divestment of certain European textile operations. (5) Results primarily from transfer of Allwance for.Losses to a consolidated 0. s. subsidiary and write-down of Investment In non-U.S- subsidiary. i (6) Balance at January 1, 1970, of a non-C.S.. subsidiary, deconsolidated during 1970- - ' - -;. (O7) Write-downs of investments in certain non-U.S.. subsidiaries and affiliates.! ((8) Principally losses on divestment, of non-0.S-( operationsji;tjc j :, i : : --*1 fill' I f Schedule XII CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Reserves Year ended December 31, 1969 (in million*) Balance at beginning of period Additions Charged Charged Deduction* to to other from income accounts reserves Balance at cloae of period 'Celanese Corporation: Deducted from assets: Allowance for doubtful accounts (deducted from trade accounts receivable) Allowance for doubtful accounts (deducted from other accounts receivable) Allowance for losses (deducted from investments and advances Celanese Corporation and consolidated subsidiaries: Deducted from assets: Allowance for doubtful accounts (deducted from trade accounts receivable) Allowance for doubtful accounts (deducts from other accounts receivable) Allowance for loasea (deducted from investments and advances) Reserve, for valuation of nonproducing leases s 1.6 JLA 7.4 44.2 -2o2 $(0.1) $- - 0.4(1) 0.8(2) - _ZiJ>.(3) 1.9 0.4(1) 0.8(2) 75.0(3) . =jua . " * " $ - $ 1.5 ;i.o(4j 0.4 27,8 0.9(5) 1.4(6) 7.C 0.4 86.0(4)- 34.0 2.0(7) V- 0,8(6)-- x a) (2) (3) (<)' Results from charge to Allowance for Losses on divestment of SIACEJ.; . Reclassified from Other Accruals.V Reclassified from Allowance for Antleipated)Losaei-Arising- Fro.-Disposition Non-U.S- Subsidiary- " 1- Z': > S&ZSr?*.-- Results principally from the divesment. of certaisx. non-UlSy.operatioia.v/it.JJgs^f-' " . (5) Bad debts, claimaand allowances (6) Subsidiaries sold-in-1969 (7) Leases abandoned U---- : v;-; - ?*' t I * f r. r I v i ii 1 i CEUKESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Capital Shares Deconber 31, 1970 Name of isauer and title of Issue Celaneae Corporation and Celaneae Corporation and consolidated aubaldlarlea: Capital Stock: Preferred Stock, Serlea A (4 1/22 cuaolatlve), par value $100 Convertible Preference Stock ($3.00 emulative), without par value 71 Second Preferred Stock (cusulotive), par value $100 Cannon Stock, without par value To tal Authorized by charter Number of aharea Held by or for Iaaued and account not retired of isauer or cancelled thereof Not held by or for account of issuer thereof 908,602 96,717 32,398 25.000.000 850,902 96,717 25,638 850,902 96,717 25,638 33-339-987 ff^c. . Celaneae Corporation and conaolldated aubaldlarlea: Minority interests: Fiber Industries, Inc.: Conncm Stock, par value $10 9,500,000 7,200,000 7,200,000 Chemcell Limited: Cumulative Redeemable Preferred Stock, par value $25 (Canadian): $1.75 serlea $1.00 series Coomou Stock, -without par value Celanese Colomblana, S.A.:- .I'at'i:- S94,500^=d-395,000 I- ' : 99,500 ; 20,000,000 ": '' 't': ' i - 13458,477 ' vr-_ - ^=>^-395,000 " ' 99,500 - ' . 13,258,447777 .y- Commn Stock,, par value.5 peaoa y, - : 7,635,000^^7,604>926if^:-13,36! i749i;564 Celanese Venezolane, SJUsfS. : Cosaaon Stock;, par-value-10 bel ivars^'-U k C_A. Fibres Qulmlcaa de YcnomaLa :I>~ Cannon Stock,I par value:100 bolivars Celaneae do Brasil.-. Pibraa^Quiaticaa Lfcda.dsffc Common Stock, Stated .valne:$l.OO New Cruzeiro CelEuxo, N.V.: f-' . ^ - Common Stock, par value lOOGuilderai^^v.-- 130,ooo ly ^34,580; OOO' ;34,80;000t ^-9 -C--. . >t*Ui*3EV '130,000 *34480,000: 'm.ann r - . - faw.t* *. C:- - Ic*a . '. ' "V- Schedule mi CELAKESE CORPORATIOK cad RATION AND CONSOLIDATED SUBSIDIARIES Capital Shares December 31, 1970 SuaLber of share* Held by or for >ilasued and t retired account of issuer or cancelled thereof Not held by or for account of issuer thereof Shares outstanding aa shown on or in cluded under related balance sheet caption "Capital Stock" Bupber Amount at which carried (In willions) Krmber of shares held by affili ates for which stat^snta are filed herewith Persona included in con solidated statements Others lhmhei of shares ed for 850,902 96,717 25,638 U.333.38Z - . 850,902 96,717 25,638 1- -339.987 850,902 96,717 25,638 u.3a.aaz $ 85.1 2.4 2.6 229-4 S319-5 7,200,000 - 7,200,000 2,700,000 $ 27.0 4,500,000 395,000 99,500 13,258,477 7,604,926 - 13,362 395,000 99,500 13,258,477 395,000 -9.2 99,500 . - 2.3 5,689,247? 20.1 7,591,564' i;826,426;i ;'1.6y:-c?. 7,569,230 ,v. 5,778,500 1,322^00; 1,522,500c-~442,916 ^1.3"SC 1,079; V: 130,000 "34,'58o',obo-;- O ^?nn,mo' 130,00024,9040.6;cSy ^r.105,096 .r-r; ' 34,580,000^. 1* .Ml'.obora? 4'.0^^!`^ ; . & ' " ?on-n<h.- ` 1? oon^-^1,2^ ' P " ' - - sjfiai 394'; 969 1,0 .?, ~ ^ -- 5:u3Sx': ' if ' ^ CELAKESE CORPORATION cnuisi COKPOUTIOH AJ CONSOLIDATED SUBSIDIARIES Capital Shares December 31, 1969 Name of lsauer and title of laaue Celaneae Corporation and Celaneae Corporation and consolidated subsidiaries: Capital Stock: Preferred Stock, Series A (4 1/2X ctanlatlva), par value $100 Convertible Preference Stock ($3.00 cxsnlatlve), without par value 71 Second Preferred Stock (cumulative), par value $100 Conmon Stock, without par value Total Celaneae Corporation and consolidated aubeldiarlee: Minority Interests : Fiber Industries, lac.: Crseann Stock, par value $10 Chaacall Limited: Cumulative Redeemable Preferred Stock, par valua $25 (Canadian) t"\ $1.75 aerlea " r^- 7 $1.00 aerlaa Stock, vltboQC per value^ . tre-- i.-. J -- t Authorized by charter BMber of abares Held by Issued and not retired or cancelled or for account of issuer thereof Not held by or for account of lsauer thereof 908,602 100,0CC 32,398 25.000.000 850,902 100,000 25,638 13.322.709 850,902 100,000 25,638 12^22.7,9.1 9,500,000 7,200,000 - 7,200,000>*| schedule mi ILANESE CORPORATION end nON A10 CONSOLIDATED SUBSIDIARIES Capital Shares Decamber 31, 1969 .-mbcr of (hares Held by or for jed and account retired *celled aT of iaauer thereof Not held by or for account of Issuer thereof Shares outstanding as shown on or In cluded under related balance sheet caption "Capital Stock" Number Amount at which carried (In millions1 limber of shares held by affili ates for which ate tenants are filed herewith Persons Included In con solidated atatasadnta Others 1kmb*T of shares reserved for offi cers and ceplosses wber of shares reserved for options, esrrsnts, conversions and other rights 350,902 100,003 23,638 850,932 853,902 $ 85.1 - 100,033 100,000 2.5 - 25,638 25,633 2.6 13.322.709 13.322.709 229.1 S319.3 '- - . - ,200.000 7,200,000 2,703,000 $ 27.0 4,500,000 2 CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Capital Shares December 31, 1969 Name of Issuer and tide of issue Celanese Corporation and consolidated subsidiaries continued: Kinority interests, continued: Celanese Colombians, S.A.: Common Stock, par value 3 pesos Celanese Venezolana, S.A.: Common Stock, par value 10 bolivars C.A. Flbras Quimicas de Venezuela: Ccsanon Stock, par value 100 bolivars CelFibras-Fibras Quimicas do Brasil Ltda.; Conmon Stock, Stated value 1.00 New Cruzeiro Etablissements Gaudin, S.A.: Common Stock, stated value 100 francs French Total Authorized by charter Number of Shares Reid by Issued end not retired or for account of Issuer or cancelled thereof Not held by or for account of Issuer thereof c h 7,635,000 1,522,500 130,000 23,079,635 7,604,926 1,522,500 130,000 23,079,635 159.697 13,362 - 7,591,564 \,S2 1,522,500 U 130,000 : 23,079,635 10,71 159.697 ;2 CE1ANESE CORPORATION and ORATION AND CONSOLIDATED SUBSIDIARIES Capital Shares December 31. 1969 Schedule XIII. Coat. tNumber of Shares Held by ' or for Issued and account >c retired of Issuer : cancelled thereof Not held by or for account of Issuer thereof Shares outstanding as shown on or In cluded under related balance sheet caption "Capital Stock" Amount at Humber which carried (In millions) Number of shares held by affili ates for which statements are filed herewith Persons Included In con solidated statements Others Number of shares reserved for offi cers and e^loyees lumber of abates reserved for options, warrants. and other rights 7,604,926 1.522,500 130,000 13,079,635 159 697 13,362 - 7,591,564 1,826,426 1,522,500 442,916 130,000 24,904 23,07 9.63 5 10,776,819 159.697 3.456 $ 1.6 1.3 .6 3.2 .1 565.3 5,778,500 1,079,584 1Q5.096 12,302,816 ... . - - \-'.v. .-S-r V.yV-T>yjj jy.a' t -T ;A.vf`Ti<*d -'x-;-9' -i-HH 3 * " Schedule EVTI CELANESE CORPORATK* and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Income from Dividends - Equity in Net Income of Subsidiaries Year ended December 31, 1970 (in millions) Name of Issuer and title of issue Celanese Corporation: Subsidiaries consolidated: U.S. subsidiaries: Fiber Industries, Inc.: Common stock $10 par value Celanese International Corporation: Common stock, without par value CeItran, Inc.: Common stock, $10 par value Other companies: Fifteen totally held subsidiaries: CoTTDon stock - various par values Total U.S. subsidiaries Dividends received cash $ 3.1 .. 3."i Non-U,S, subsidiaries: Amcel Europe, S.A.: Councm stock, par value 1000 Belgian Francs Chemcell Limited: Common stock, without par value Celtran Equipment 1-iBd.ted: Common stock, par value $10 (Canadian) Celanese Colombians, S.A.: Common stock, par value 5 pesos Celanese Venerolana, S.A.: Common stock, par value 10 bolivars C.A. Fibras Quiaicas de Venezuela: Common stock, par value 100 bolivars Celanese do Brasll-Fibras foilmicas Ltds.: Common stock quotas Other companies: Ten totally held subsidiaries: CosiDon stocks - various par value* Total non-C.S. subsidiaries 0.7 . 0.6 0.3 '. 1.0 2.6 S.7 Amount of equity in net income/ (loss) for the vear $ 9.7 (20.6) 0.5 0.7 (9.7) / 1.8 05.8) 0.1 1.3 0.1 0.5 0.2 2.2 -Q-6) 09.3) Schedule XVII. Cont. CZLANESE CORPORATION ar*A CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Income from Dividend* - Equity in Net Income of Subsidiaries, continued Year ended December 31, 1970 (in million*) Celanese Corporation, continued Losses reported in extraordinary items in statements of income Dividends received cash JLLZa> Amount of equity in net income/ (loss) for the year $(19.3) 37.7(4) Equity in net income of a subsidiary included In cost of goods sold Other investments $ 5.9(3) Celanese Corporation and consolidated subsidiaries: Non-U.S. subsidiaries (not consolidated): Ten non-U.S. subsidiaries: Capital Stocks - various par values S 0.4(1) $ 2.1 Equity in net income of a subsidiary included in coat of goods sold .si-n Other investments S 6.8(2) Notes: (1) Dividends from consolidated and unconsolidated subsidiaries are credited to the investment account (Schedule XII).' (2) Taxes withheld on dividends received amounted to $1,135,000 as to Celanese Corporation and aa to Celanaae Corporation end consolidated subsidiaries. Such taxes have been reclassified to provision for income taxes. - (3) Taxes withheld on dividends received from foreign subsidiaries amounting.; . - - to $183,000 have been reclassified to provision for-income taxes. . Hi..?; 7. -'.'.x (4) Includes $5.7 million interconqiany loss eliminated in consolidation,* million provision for losses oo'certain European textile operations *ndi$16. million representing the Corporation's share of Chemcell Limited V extraordinary- items.. " . -.. .. , ............. ' ' /* . ~ trQ'-.irZsZ* ''\V" $*.:.- ~^V - 'r-;. -.>v sr*-'--' ..... '">7.+ I v | i i i II i CELANESE CORPORATION knd CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Schedule IVII Income from CtviCeuds - Equity In Net Income of Subsidiaries Yeer ended December 31, 1969 (In millions) Nsme of issuer and title of Issue " Celanese Corporation: Subsidiaries consolidated: i'.S. subsidiaries: Fiber Industries, Inc.: Common stock $10 par value Celanese International Corporation: Common stock, without par value Celtran, Inc.: ` Common stock, $10 par value Other companies: Fifteen totally held subsidiaries: Consnon stock - various par values Total U.S. subsidiaries Dividends received ;ash $ 1.9 24.4 26.3 Non-U.S. subsidiaries: Chemcell Limited: Common stock, without par value Celtran Equipment Limited: Common stock, par value $10 (Canadian) Celanese Colombians, S.A.: Common stock, par value 3 pesos Celanese Venezolana, S .A.: Common stock, par value 10 bolivars C.A. Flbras Quimicas de Venezuela: Common stock, par value 100 bolivars CelFlbras-Flbras Quimicas do Brasil Ltia.: Common stock quotas Other companies: Nine tocally-held subsidiaries: Common stocks - various par values Total non-U.S. subsidiaries 2.1 .5 .2 2.8 29.1 Amount of equity in net income (loss) for the year $13.0 (3.6) .6 15.8 25.8 4.8 1.5 .7 .8 (.2) 4.6 12.2 38.0 i i Schedule XVII. Coot. 2 CELANESE CORPORATION and CELANESE CORPORATION AND CONSOLIDATED SUBSIDIARIES Incotoe from Dividends - Equity in Net Income of Subsidiaries, continued Year ended December 31, 1969 (in millions) Celanese Corporation, continued Losses reported in extraordinary items in Statement of Income Dividends received cash S2SU.(1) AaounC of equity In nee Income (loss) for the rear $38.0 5.8 Equity in net income of a subsidiary Included in Cost of Goods Sold er investments L=3^(2) (6.4) $22*4(3) anese Corporation and consolidated subsidiaries: Non-U.S. subsidiaries (not consolidated): Seven non-U.S. subsidiaries: Capital Stocks - various par values Equity in net income of a subsidiary Included in Cost of Goods Sold $ 4.4 IfL) rt Other Investments S 4.9(21 Notes: (1) Dividends from consolidated subsidiaries are credited to the investment account (Schedule III). i (2) Taxes withheld on dividends received amounted to $660,000 as to Celanese Corporation and $684,000 as to Celanese Corporation and 1 - consolidated subsidiaries. Such taxes have been reclaasified to Provision for Income Taxes. - > , 4*'" 'V V-> - t *L \ (3) Ta-cs withheld on dividends received from.foreign^subaidlariet aaountiny^ to $302,000 have been reclaasified to Pro-.ision-for Income Taxes _ - * , ' ' - . ' . - r; v` ^^-V/.^ mT.V-'` e:v -- .------ i . -*r *'TCyr,i iar -A -v-i !