UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On February 17, 2022, Celanese Corporation (together with its subsidiaries, “Celanese,” “our,” “we,” or the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with DuPont de Nemours, Inc. and one of its affiliates (“DuPont”) pursuant to which the Company agreed to acquire, subject to the terms and conditions set forth in the Transaction Agreement, a majority of the Mobility & Materials business (the “M&M Acquisition”) for a purchase price of $11.0 billion, subject to certain adjustments. On November 1, 2022, the Company and DuPont completed the acquisition in accordance with the Transaction Agreement.
In connection with the M&M Acquisition, also on February 17, 2022, Celanese entered into a commitment letter for a 364-day $11.0 billion senior unsecured bridge term loan facility (the “Bridge Facility”). Furthermore, on March 18, 2022, Celanese entered into a term loan credit agreement (the “March 2022 Term Loan Credit Agreement”), pursuant to which lenders committed to provide a tranche of delayed-draw term loans due 364 days from issuance in an amount equal to $500 million and a tranche of delayed-draw term loans due 5 years from issuance in an amount equal to $1.0 billion. On September 16, 2022, Celanese entered into an additional term loan credit agreement (the “September 2022 Term Loan Credit Agreement” and, together with the March 2022 Term Loan Credit Agreement, the “Term Loan Credit Agreements”), pursuant to which lenders committed to provide delayed-draw term loans due 3 years from issuance in an amount equal to $750 million (the term loans represented by the Term Loan Credit Agreements collectively, the “Term Loan Facility”).
On July 14, 2022, Celanese completed an offering of $7.5 billion aggregate principal amount of notes of various maturities (the “Acquisition USD Notes”) in a public offering registered under the Securities Act of 1933, as amended (the “Securities Act”). On July 19, 2022, Celanese completed an offering of €1.5 billion in aggregate principal amount of euro-denominated senior unsecured notes due in 2026 and 2029 in a public offering registered under the Securities Act (collectively, the "Acquisition Euro Notes" and together with the Acquisition USD Notes, the "Acquisition Notes"). Concurrently with the offering of the Acquisition USD Notes, the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the Acquisition USD Notes into a euro-denominated borrowing at prevailing euro interest rates, maturing on July 15, 2027 and July 15, 2032, respectively.
The entry into the Term Loan Credit Agreements and offerings of the Acquisition Notes reduced availability under the Bridge Facility to zero and the Company terminated the Bridge Facility. Net Proceeds from the sale of the Acquisition Notes were used, together with borrowings under the Term Loan Credit Agreements and cash on hand, to fund the purchase price of the M&M Acquisition.
The acquisition has been accounted for in the following unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021, giving effect to the M&M Acquisition and related debt financings of the Term Loan Facility of $2.25 billion, Acquisition USD Notes of $7.5 billion, and Acquisition Euro Notes of €1.5 billion as if they had occurred on January 1, 2021. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives effect to the M&M Acquisition and related debt financings of the Term Loan Facility and Acquisition Notes as if they had occurred on June 30, 2022.
The following unaudited pro forma condensed combined financial statements and related notes as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021 have been derived from, and should be read in conjunction with, (i) the historical audited consolidated financial statements of Celanese and accompanying notes included in Celanese’s Annual Report on Form 10-K for the year ended December 31, 2021, (ii) the historical unaudited consolidated financial statements of Celanese and related notes included in Celanese’ Quarterly Report on Form 10-Q for the six months ended June 30, 2022, (iii) the historical audited combined financial statements of the M&M Business and related notes for the year ended December 31, 2021, filed as Exhibit 99.1 to this Current Report on Form 8-K (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K of Celanese filed on June 27, 2022) and (iv) the historical unaudited combined financial statements of the M&M Business and related notes for the six months ended June 30, 2022 filed as Exhibit 99.2 to this Current Report on Form 8-K.
The M&M Business has historically been managed and operated in normal course with other DuPont businesses through multiple legal entities not solely dedicated to the M&M Business. Therefore, the accompanying historical combined financial statements of the M&M Business have been derived from the accounting records of DuPont as if M&M Business’ operations had been conducted independently from those of DuPont and were prepared on a stand-alone basis in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The historical combined statements of operations of the M&M Business reflect allocations of general corporate expenses from DuPont including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services, and restructuring and historical integration and separation activities related to these functions. These allocations were made on the basis of revenue, expenses, headcount or other relevant measures. The unaudited pro forma condensed combined financial statements include DuPont assets and liabilities that are specifically identifiable or otherwise attributable to the M&M Business.
In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed combined financial statements were prepared for illustrative and informational purposes only and are not intended to represent what our results of operations or financial position would have been had the acquisition occurred on the dates indicated, or what they will be for any future periods. The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected cost savings or other synergies as a result of the acquisition.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under US GAAP, in accordance with Accounting Standards Codifications (ASC) 805, Business Combinations. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. Celanese has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the assumed acquisition date of June 30, 2022 based on Celanese’s preliminary valuation of the tangible and intangible assets acquired and liabilities assumed using information currently available. A final determination of fair value of the M&M Business’ assets and liabilities will be based on analysis of the M&M Business’ actual assets and liabilities as of the close date. Such analysis has not been completed at this time. As a result, the unaudited pro forma purchase price adjustments related to the acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final valuation of assets acquired and liabilities assumed may be materially different than the estimated values assumed in the unaudited pro forma condensed combined financial statements.
CELANESE COPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2022
(in millions)
| Historical Celanese | Historical M&M Business as Reclassified (Note 3) | Acquisition Accounting Adjustments | Note | Other Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Current Assets | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 783 | $ | 60 | $ | (10,491 | ) | (4A) | $ | 11,253 | (5A) | $ | 1,605 | |||||||||||
| Trade receivables - third party and affiliates | 1,317 | 574 | - | - | 1,891 | |||||||||||||||||||
| Non-trade receivables, net | 510 | - | 33 | (4J) | - | 543 | ||||||||||||||||||
| Inventories | 1,713 | 902 | - | - | 2,615 | |||||||||||||||||||
| Marketable securities | 7 | - | - | - | 7 | |||||||||||||||||||
| Other assets | 129 | 65 | - | (26 | ) | (5C) | 168 | |||||||||||||||||
| Total current assets | 4,459 | 1,601 | (10,458 | ) | 11,227 | 6,829 | ||||||||||||||||||
| Investments in affiliates | 935 | 55 | - | - | 990 | |||||||||||||||||||
| Property, plant and equipment, net | 4,158 | 963 | 437 | (4C) | - | 5,558 | ||||||||||||||||||
| Operating lease right-of-use assets | 264 | 40 | 157 | (4I) | - | 461 | ||||||||||||||||||
| Deferred income taxes | 232 | 20 | - | - | 252 | |||||||||||||||||||
| Other assets | 642 | 2 | - | - | 644 | |||||||||||||||||||
| Goodwill | 1,348 | 2,057 | (2,057 | ) | (4G) | - | 6,726 | |||||||||||||||||
| 5,378 | (4F) | |||||||||||||||||||||||
| Intangible assets, net | 675 | 1,753 | 2,147 | (4C) | - | 4,575 | ||||||||||||||||||
| Total assets | $ | 12,713 | $ | 6,491 | $ | (4,396 | ) | $ | 11,227 | $ | 26,035 | |||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||||||
| Short-term borrowings and current installments of long-term debt - third party and affiliates | $ | 809 | $ | - | $ | - | $ | 500 | (5A) | $ | 1,309 | |||||||||||||
| Trade payables - third party and affiliates | 1,250 | 507 | 29 | (4B) | - | 1,786 | ||||||||||||||||||
| Other liabilities | 419 | 115 | 26 | (4I) | - | 560 | ||||||||||||||||||
| Income taxes payable | 117 | 62 | - | - | 179 | |||||||||||||||||||
| Total current liabilities | 2,595 | 684 | 55 | 500 | 3,834 | |||||||||||||||||||
| Long-term debt, net of unamortized deferred financing costs | 3,022 | - | - | 10,753 | (5A) | 13,775 | ||||||||||||||||||
| Deferred income taxes | 589 | 390 | 594 | (4H) | - | 1,573 | ||||||||||||||||||
| Uncertain tax positions | 285 | - | - | - | 285 | |||||||||||||||||||
| Benefit obligations | 514 | - | 33 | (4J) | - | 547 | ||||||||||||||||||
| Operating lease liabilities | 220 | 33 | 131 | (4I) | - | 384 | ||||||||||||||||||
| Other liabilities | 263 | 25 | - | - | 288 | |||||||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||||||
| Stockholders' Equity | ||||||||||||||||||||||||
| Preferred Stock | - | - | - | - | - | |||||||||||||||||||
| Common Stock | - | - | - | - | - | |||||||||||||||||||
| Treasury stock, at cost | (5,492 | ) | - | - | - | (5,492 | ) | |||||||||||||||||
| Additional paid-in capital | 344 | - | 1 | (4K) | - | 345 | ||||||||||||||||||
| Parent company net investment | - | 5,437 | (5,437 | ) | (4G) | - | - | |||||||||||||||||
| Retained earnings | 10,466 | - | (29 | ) | (4B) | (26 | ) | (5C) | 10,411 | |||||||||||||||
| Accumulated other comprehensive income (loss), net | (438 | ) | (256 | ) | 256 | (4G) | - | (438 | ) | |||||||||||||||
| Total stockholders' equity | 4,880 | 5,181 | (5,209 | ) | (26 | ) | 4,826 | |||||||||||||||||
| Noncontrolling interests | 345 | 178 | - | - | 523 | |||||||||||||||||||
| Total equity | 5,225 | 5,359 | (5,209 | ) | (26 | ) | 5,349 | |||||||||||||||||
| Total liabilities and equity | $ | 12,713 | $ | 6,491 | $ | (4,396 | ) | $ | 11,227 | $ | 26,035 | |||||||||||||
See notes to unaudited pro forma condensed combined financial statements
CELANESE COPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the six months ended June 30, 2022
(in millions, except share and per share data)
| Historical Celanese | Historical M&M Business as Reclassified (Note 3) | Acquisition Accounting Adjustments | Note | Other Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||||
| Net sales | $ | 5,024 | $ | 1,800 | $ | - | $ | - | $ | 6,824 | ||||||||||||||
| Cost of sales | (3,574 | ) | (1,378 | ) | 49 | (4L) | - | (4,962 | ) | |||||||||||||||
| (57 | ) | (4D) | ||||||||||||||||||||||
| (2 | ) | (4I) | ||||||||||||||||||||||
| Gross profit | 1,450 | 422 | (10 | ) | - | 1,862 | ||||||||||||||||||
| Selling, general and administrative expenses | (371 | ) | (384 | ) | (1 | ) | (4I) | - | (756 | ) | ||||||||||||||
| Amortization of intangible assets | (22 | ) | (64 | ) | 64 | (4L) | - | (122 | ) | |||||||||||||||
| (100 | ) | (4E) | ||||||||||||||||||||||
| Research and development expenses | (50 | ) | (35 | ) | (14 | ) | (4I) | - | (99 | ) | ||||||||||||||
| Other (charges) gains, net | - | - | - | - | - | |||||||||||||||||||
| Foreign exchange gain (loss), net | (2 | ) | - | - | - | (2 | ) | |||||||||||||||||
| Gain (loss) on disposition of businesses and assets, net | 9 | - | - | - | 9 | |||||||||||||||||||
| Operating profit (loss) | 1,014 | (61 | ) | (61 | ) | - | 892 | |||||||||||||||||
| Equity in net earnings (loss) of affiliates | 116 | (2 | ) | - | - | 114 | ||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 49 | 8 | - | - | 57 | |||||||||||||||||||
| Interest expense | (83 | ) | - | - | (315 | ) | (5B) | (398 | ) | |||||||||||||||
| Interest income | 2 | - | - | - | 2 | |||||||||||||||||||
| Dividend income - equity investments | 73 | - | - | - | 73 | |||||||||||||||||||
| Other income (expense), net | (1 | ) | (8 | ) | 3 | (4I) | - | (6 | ) | |||||||||||||||
| Earnings (loss) from continuing operations before tax | 1,170 | (63 | ) | (58 | ) | (315 | ) | 734 | ||||||||||||||||
| Income tax (provision) benefit | (224 | ) | 8 | 13 | (4H) | 72 | (5D) | (131 | ) | |||||||||||||||
| Earnings (loss) from continuing operations | 946 | (55 | ) | (45 | ) | (243 | ) | 603 | ||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interests | (4 | ) | (1 | ) | - | - | (5 | ) | ||||||||||||||||
| Net earnings (loss) from continuing operations attributable to Celanese/M&M Business | $ | 942 | $ | (56 | ) | $ | (45 | ) | $ | (243 | ) | $ | 598 | |||||||||||
| Earnings per common share attributable to Celanese Stockholders: | ||||||||||||||||||||||||
| Earnings per common share - basic | $ | 8.70 | $ | 5.52 | ||||||||||||||||||||
| Earnings per common share - diluted | $ | 8.63 | $ | 5.48 | ||||||||||||||||||||
| Weighted average shares - basic | 108,289,603 | 108,289,603 | ||||||||||||||||||||||
| Weighted average shares - diluted | 109,158,055 | 109,158,055 | ||||||||||||||||||||||
See notes to unaudited pro forma condensed combined financial statements
CELANESE COPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2021
(in millions, except share and per share data)
| Historical Celanese | Historical M&M Business as Reclassified (Note 3) | Acquisition Accounting Adjustments | Note | Other Accounting Adjustments | Note | Pro Forma Combined | ||||||||||||||||||
| Net sales | $ | 8,537 | $ | 3,532 | $ | - | $ | - | $ | 12,069 | ||||||||||||||
| Cost of sales | (5,855 | ) | (2,489 | ) | 100 | (4L) | - | (8,362 | ) | |||||||||||||||
| (113 | ) | (4D) | ||||||||||||||||||||||
| (5 | ) | (4I) | ||||||||||||||||||||||
| Gross profit | 2,682 | 1,043 | (18 | ) | - | 3,707 | ||||||||||||||||||
| Selling, general and administrative expenses | (633 | ) | (385 | ) | (29 | ) | (4B) | - | (1,050 | ) | ||||||||||||||
| (3 | ) | (4I) | ||||||||||||||||||||||
| Amortization of intangible assets | (25 | ) | (131 | ) | 131 | (4L) | - | (225 | ) | |||||||||||||||
| (200 | ) | (4E) | ||||||||||||||||||||||
| Research and development expenses | (86 | ) | (73 | ) | (29 | ) | (4I) | - | (188 | ) | ||||||||||||||
| Other gains (charges), net | 3 | (5 | ) | - | - | (2 | ) | |||||||||||||||||
| Foreign exchange gain (loss), net | 2 | - | - | - | 2 | |||||||||||||||||||
| Gain (loss) on disposition of businesses and assets, net | 3 | - | - | - | 3 | |||||||||||||||||||
| Operating profit (loss) | 1,946 | 449 | (148 | ) | - | 2,247 | ||||||||||||||||||
| Equity in net earnings (loss) of affiliates | 146 | 9 | - | - | 155 | |||||||||||||||||||
| Non-operating pension and other postretirement employee benefit (expense) income | 106 | 14 | - | - | 120 | |||||||||||||||||||
| Interest expense | (91 | ) | - | - | (674 | ) | (5B) | (791 | ) | |||||||||||||||
| (26 | ) | (5C) | ||||||||||||||||||||||
| Refinancing expense | (9 | ) | - | - | - | (9 | ) | |||||||||||||||||
| Interest income | 8 | - | - | - | 8 | |||||||||||||||||||
| Dividend income - equity investments | 147 | - | - | - | 147 | |||||||||||||||||||
| Other (expense) income, net | (5 | ) | 1 | 6 | (4I) | - | 2 | |||||||||||||||||
| Earnings (loss) from continuing operations before tax | 2,248 | 473 | (142 | ) | (700 | ) | 1,879 | |||||||||||||||||
| Income tax (provision) benefit | (330 | ) | (48 | ) | 33 | (4H) | 161 | (5D) | (184 | ) | ||||||||||||||
| Earnings (loss) from continuing operations | 1,918 | 425 | (109 | ) | (539 | ) | 1,695 | |||||||||||||||||
| Net (earnings) loss attributable to noncontrolling interests | (6 | ) | (17 | ) | - | - | (23 | ) | ||||||||||||||||
| Net earnings (loss) from continuing operations attributable to Celanese/M&M Business | $ | 1,912 | $ | 408 | $ | (109 | ) | $ | (539 | ) | $ | 1,672 | ||||||||||||
| Earnings per common share attributable to Celanese Stockholders | ||||||||||||||||||||||||
| Earnings per common share - basic | $ | 17.19 | $ | 15.03 | ||||||||||||||||||||
| Earnings per common share - diluted | $ | 17.06 | $ | 14.92 | ||||||||||||||||||||
| Weighted average shares - basic | 111,224,017 | 111,224,017 | ||||||||||||||||||||||
| Weighted average shares - diluted | 112,084,412 | 112,084,412 | ||||||||||||||||||||||
See notes to unaudited pro forma condensed combined financial statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation
The M&M Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value of M&M Business’ assets acquired and the liabilities assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial statements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. The final allocation of the purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial statements contained herein and our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes.
Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information becomes available, Celanese will perform a more detailed review of the M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and the M&M Business as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021.
2. Preliminary Purchase Price Allocation
The table below represents the preliminary calculation of estimated consideration to acquire the M&M Business.
| (in millions) | ||||
| Base purchase price | $ | 11,000 | ||
| Contractual adjustments to purchase price (1) | (509 | ) | ||
| Total cash consideration transferred | 10,491 | |||
| Receivable related to net pension liability assumed (2) | (33 | ) | ||
| Estimated fair value of share-based compensation awards attributed to pre-combination services (3) | 1 | |||
| Total transaction consideration | $ | 10,459 | ||
| (1) | Reflects preliminary and other adjustments to the base purchase price in accordance with the Transaction Agreement. Amounts may change based upon final settlement and agreement between Celanese and DuPont. |
| (2) | Reflects estimated receivable from DuPont for the assumption of an under-funded defined benefit plan (see Note 4J). |
| (3) | This amount represents the value of DuPont Restricted Stock Unit (RSU) awards that are not vested and will be replaced by equivalent value of cash or Celanese RSU awards with the same terms and conditions as the original DuPont award grant. The actual value of these awards will depend on the prices of DuPont common stock and other valuation estimates and assumptions, and therefore the actual consideration will fluctuate. Accordingly, the final consideration could differ significantly from the current estimate (see Note 4K). |
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of the M&M Business are recognized and measured at fair value. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustments as additional information becomes available and detailed analyses and final valuation are completed, and the adjustments could be material.
The table below represents a preliminary allocation of the estimated consideration to the M&M Business’ identified tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values as of June 30, 2022.
| (in millions) | ||||
| Total consideration for M&M Acquisition | $ | 10,459 | ||
| Cash and cash equivalents | 60 | |||
| Trade receivables - third party and affiliates | 574 | |||
| Inventories | 902 | |||
| Other assets (current) | 65 | |||
| Investments in affiliates | 55 | |||
| Property, plant and equipment | 1,400 | |||
| Operating lease right-of-use assets | 197 | |||
| Deferred income taxes | 20 | |||
| Other assets (noncurrent) | 2 | |||
| Intangible assets | 3,900 | |||
| Total assets | 7,175 | |||
| Trade payables - third party and affiliates | 507 | |||
| Income taxes payable | 62 | |||
| Other liabilities (current) | 115 | |||
| Deferred income taxes | 984 | |||
| Benefit obligations | 33 | |||
| Operating lease liabilities | 190 | |||
| Other liabilities (noncurrent) | 25 | |||
| Noncontrolling interests | 178 | |||
| Net assets acquired | 5,081 | |||
| Preliminary allocation to goodwill | $ | 5,378 | ||
3. Reclassification Adjustments
The historical combined financial statements of the M&M Business are prepared in accordance with US GAAP. During the preparation of these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of the M&M Business’ financial information to identify differences in accounting policies as compared to those of Celanese and differences in the M&M Business’ financial statement presentation as compared to the presentation of Celanese. At the time of preparing these unaudited pro forma condensed combined financial statements, Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. The below adjustments represent Celanese’s best estimates based upon the information currently available to Celanese and could be subject to change once more detailed information is available.
Refer to the table below for a summary of reclassification adjustments made to present the M&M Business’ combined balance sheet as of June 30, 2022 in conformity with that of Celanese:
Mobility & Materials Business
Combined Balance Sheet
As of June 30, 2022
(In millions)
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financial Statements | M&M Business Before Reclassification | Reclassification | M&M Business as Reclassified | ||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | 60 | $ | 60 | |||||||||
| Accounts and notes receivable, net | Trade receivables – third party and affiliates | 574 | 574 | |||||||||||
| Inventories | Inventories | 902 | 902 | |||||||||||
| Prepaid expenses and other current assets | Other assets (current) | 65 | 65 | |||||||||||
| Investments and noncurrent receivables | Investment in affiliates | 55 | 55 | |||||||||||
| Property, plant and equipment, net | Property, plant and equipment (net of accumulated depreciation) | 963 | 963 | |||||||||||
| Deferred charges and other assets | Operating lease right-of-use assets | 42 | $ | (2 | )(i) | 40 | ||||||||
| Other assets (noncurrent) | 2 | (i) | 2 | |||||||||||
| Goodwill | Goodwill | 2,057 | 2,057 | |||||||||||
| Other intangible assets | Intangible assets, net | 1,753 | 1,753 | |||||||||||
| Deferred income tax assets | Deferred income taxes | 20 | 20 | |||||||||||
| Liabilities | ||||||||||||||
| Accounts payable | Trade payables - third party and affiliates | 507 | 507 | |||||||||||
| Income taxes payable | Income taxes payable | 62 | 62 | |||||||||||
| Accrued and other current liabilities | Other liabilities (current) | 115 | 115 | |||||||||||
| Deferred income tax liabilities | Deferred income taxes | 390 | 390 | |||||||||||
| Other noncurrent obligations | Other liabilities (noncurrent) | 58 | (33 | )(ii) | 25 | |||||||||
| Operating lease liabilities | 33 | (ii) | 33 | |||||||||||
| Equity | ||||||||||||||
| Parent company net investment | Parent company net investment | 5,437 | 5,437 | |||||||||||
| Accumulated other comprehensive loss | Accumulated other comprehensive income (loss), net | (256 | ) | (256 | ) | |||||||||
| Noncontrolling interests | Noncontrolling interests | 178 | 178 | |||||||||||
| (i) | Reclassification from “Deferred charges and other assets” to “Operating lease right-of-use assets” and “Other assets (noncurrent)” | |
| (ii) | Reclassification from “Other noncurrent obligations” to “Other liabilities (noncurrent)” and “Operating lease liabilities” |
Refer to the table below for a summary of reclassification adjustments made to present the M&M Business’ combined statement of operations for the six months ended June 30, 2022 in conformity with that of Celanese:
Mobility & Materials Business
Combined Statement of Operations
For the six months ended June 30, 2022
(In millions)
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financial Statements | M&M Business Before Reclassification | Reclassification | M&M Business as Reclassified | ||||||||||
| Net sales | Net sales | $ | 1,800 | $ | 1,800 | |||||||||
| Cost of sales | Cost of sales | (1,378 | ) | (1,378 | ) | |||||||||
| Selling, general and administrative expenses | Selling, general and administrative expenses | (168 | ) | $ | (216 | )(i) | (384 | ) | ||||||
| Integration and separation costs | (216 | ) | 216 | (i) | - | |||||||||
| Amortization of intangibles | Amortization of intangible assets | (64 | ) | (64 | ) | |||||||||
| Research and development expenses | Research and development expenses | (35 | ) | (35 | ) | |||||||||
| Equity in (losses) earnings of nonconsolidated affiliates | Equity in net earnings (loss) of affiliates | (2 | ) | (2 | ) | |||||||||
| Sundry income (expense), net | Non-operating pension and other postretirement employee benefit (expense) income | - | 8 | (ii) | 8 | |||||||||
| Other income (expense), net | (8 | )(ii) | (8 | ) | ||||||||||
| Benefit from income taxes | Income tax (provision) benefit | 8 | 8 | |||||||||||
| Net income attributable to noncontrolling interests | Net (earnings) loss attributable to noncontrolling interests | (1 | ) | (1 | ) | |||||||||
| (i) | Reclassification from “Integration and separation costs” to “Selling, general and administrative expenses” | |
| (ii) | Reclassification from “Sundry income (expense), net” to “Non-operating pension and other postretirement employee benefit (expense) income” and “Other income (expense), net” |
Refer to the table below for a summary of reclassification adjustments made to present the M&M Business’ combined statement of operations for the year ended December 31, 2021 in conformity with that of Celanese:
Mobility & Materials Business
Combined Statement of Operations
For the year ended December 31, 2021
(In millions)
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financial Statements | M&M Business Before Reclassification | Reclassification | M&M Business as Reclassified | ||||||||||
| Net sales | Net sales | $ | 3,532 | $ | 3,532 | |||||||||
| Cost of sales | Cost of sales | (2,489 | ) | (2,489 | ) | |||||||||
| Selling, general and administrative expenses | Selling, general and administrative expenses | (331 | ) | $ | (54 | )(i) | (385 | ) | ||||||
| Integration and separation costs | (54 | ) | 54 | (i) | - | |||||||||
| Amortization of intangibles | Amortization of intangible assets | (131 | ) | (131 | ) | |||||||||
| Research and development expenses | Research and development expenses | (73 | ) | (73 | ) | |||||||||
| Restructuring and asset related charges, net | Other (charges) gains, net | (5 | ) | (5 | ) | |||||||||
| Equity in (losses) earnings of nonconsolidated affiliates | Equity in net earnings (loss) of affiliates | 9 | 9 | |||||||||||
| Sundry income (expense), net | Non-operating pension and other postretirement employee benefit (expense) income | 15 | (1 | )(ii) | 14 | |||||||||
| Other income (expense), net | 1 | (ii) | 1 | |||||||||||
| Provision for income taxes | Income tax (provision) benefit | (48 | ) | (48 | ) | |||||||||
| Net income attributable to noncontrolling interests | Net (earnings) loss attributable to noncontrolling interests | (17 | ) | (17 | ) | |||||||||
| (i) | Reclassification from “Integration and separation costs” to “Selling, general, and administrative expenses” | |
| (ii) | Reclassification from “Sundry income (expense), net” to “Non-operating pension and other postretirement employee benefit (expense) income” and “Other income (expense), net” |
4. Acquisition Pro Forma Adjustments and Assumptions
A. Reflects estimated cash consideration paid in connection with the M&M Acquisition. The amount is equal to the base purchase price and preliminary and other adjustments based on contractual terms of the Transaction Agreement. See Note 2.
B. Represents acquisition-related transaction costs yet to be expensed or accrued in the Celanese historical financial statements through June 30, 2022. Estimated acquisition-related transaction costs include investment banker, advisory, legal, valuation and other professional fees. Celanese’s total estimated acquisition-related transaction costs amounted to $57 million with $28 million expensed to date resulting in a net pro forma adjustment of $29 million. This does not reflect the estimated acquisition-related transaction costs yet to be incurred by the M&M Business as Celanese does not have access to this information. These costs will not affect the combined statement of operations beyond 12 months after the close date.
C. Reflects the adjustments related to the step-up in fair value of the assets acquired from the M&M Acquisition.
| Step-up adjustments
(in millions) | Historical Value | Fair Value | Step-up | |||||||||
| Property, plant and equipment, net | $ | 963 | $ | 1,400 | $ | 437 | ||||||
| Intangible assets, net | 1,753 | 3,900 | 2,147 | |||||||||
| Total | $ | 2,716 | $ | 5,300 | $ | 2,584 | ||||||
D. Reflects the impact of depreciation related to the preliminary fair value of property, plant and equipment acquired from the M&M Acquisition for the six months ended June 30, 2022 and for the year ended December 31, 2021.
| Property, plant and equipment (dollars in millions) | Preliminary Fair Value | Estimated Useful Life (years) | Six Months Ended June 30, 2022 | Year Ended December 31, 2021 | ||||||||||
| Land | $ | 150 | n/a | n/a | n/a | |||||||||
| Buildings | 250 | 5-30 | $ | 7 | $ | 13 | ||||||||
| Machinery and equipment | 1,000 | 3-20 | 50 | 100 | ||||||||||
| Total | $ | 1,400 | $ | 57 | $ | 113 | ||||||||
E. Reflects the impact of amortization related to the preliminary fair value of intangible assets acquired from the M&M Acquisition for the six months ended June 30, 2022 and for the year ended December 31, 2021.
| Intangible assets (dollars in millions) | Preliminary Fair Value | Estimated Useful Life (years) | Six Months Ended June 30, 2022 | Year Ended December 31, 2021 | ||||||||||
| Customer relationships | $ | 2,000 | 14 | $ | 72 | $ | 143 | |||||||
| Tradenames | 900 | Indefinite | - | - | ||||||||||
| Technology | 1,000 | 00-00 | 00 | 57 | ||||||||||
| Total | $ | 3,900 | $ | 100 | $ | 200 | ||||||||
F. Reflects the recognition of preliminary estimated goodwill for the M&M Acquisition. Refer to Note 2 for the preliminary purchase price allocation.
G. Reflects the elimination of M&M Business’ historical equity and goodwill.
H. Represents the adjustments to reflect the net deferred income tax liabilities associated with the estimated fair value step-up of identifiable assets acquired and the income tax (provision) benefit related to the earnings (loss) before income taxes resulting from the pro forma acquisition adjustments, which were tax effected using an estimated global statutory blended rate of 23%.
I. Represents adjustments related to new lease agreements entered between DuPont and Celanese in conjunction with consummation of the M&M Acquisition. As of the date of this Current Report, the detailed accounting analysis of the lease terms has not yet been completed. Accordingly, adjustments related to new lease agreements are subject to further adjustments as final analyses are completed, and the adjustments could be material. As such, for the purposes of the unaudited pro forma condensed combined financial statements, we have assumed that new lease agreements are classified as operating leases. As shown in the table below, leases where DuPont is the lessor and Celanese is the lessee, the pro forma adjustments are recorded in the Operating lease right-of-use assets, Other liabilities (current), and Operating lease liabilities on the unaudited pro forma condensed combined balance sheet as of June 30, 2022 and in Research and development expenses for lab leases, Selling, general and administrative expenses for office and service center leases, and Cost of sales for plant leases in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021.
| Leases (in millions) | Operating Lease Right- of-Use Assets | Other Liabilities (current) | Operating Lease Liabilities (noncurrent) | Amortization for the Six Months Ended June 30, 2022 | Amortization for the Year Ended December 31, 2021 | |||||||||||||||
| Labs | $ | 130 | $ | 22 | $ | 108 | $ | 14 | $ | 29 | ||||||||||
| Offices and service centers | 9 | 1 | 8 | 1 | 3 | |||||||||||||||
| Plants | 18 | 3 | 15 | 2 | 5 | |||||||||||||||
| Total | $ | 157 | $ | 26 | $ | 131 | $ | 17 | $ | 37 | ||||||||||
For leases where Celanese is the lessor and DuPont is the lessee, the pro forma adjustments of $3 million and $6 million are recorded in Other income (expense), net in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2022 and year ended December 31, 2021, respectively.
X. X&X Business’ employees participate in DuPont sponsored defined benefit plans. M&M Business’ proportionate share of the expense (credit) associated with the multiemployer plan is reflected in the M&M Business’ combined financial statements, while the assets and liabilities associated with the multiemployer plans are retained by DuPont and recorded on DuPont’s balance sheet. As of the close date of the M&M Acquisition, Celanese began providing post-retirement benefit coverage to the relevant employees. As per the terms of the employee matters agreement dated February 17, 2022 (the “Employee Matters Agreement”), if the defined benefit plan is under-funded as of the close date, Celanese will receive cash from DuPont equivalent to the under-funded amount. If the defined benefit plan is over-funded as of the close date, Celanese will pay cash to DuPont equivalent to the over-funded amount. As of the date of this Current Report, Celanese has preliminarily estimated the defined benefit plan to be under-funded by $33 million. This adjustment reflects an increase to Benefit obligation and Non-trade receivable related to the preliminary estimate of the under-funded amount. The actual funding status of the defined benefit plan as of the close date depends on the fair value of plan assets and actuarial estimate of pension liability that has not yet been completed. Accordingly, the final funding status could differ significantly from the current estimate.
K. Unvested RSU awards of DuPont granted to M&M Business’ relevant employees during the 2022 calendar year will be replaced with equivalent value of cash or unvested RSU awards of Celanese, under similar terms, pursuant to the Employee Matters Agreement. For the pro forma adjustments, we assume that these awards will be settled in Celanese RSUs. The portion of the value proportionate to service already rendered has been recognized as part of the preliminary purchase consideration; see Note 2. This amount is reflected as an increase to Additional paid-in capital. The remaining portion of the value is recognized as additional stock-based compensation expense within Selling, general, and administrative expense. As the amount recorded in the historical period is greater than the expense associated with the new Employee Matters Agreement, no incremental pro forma adjustment was recorded for the year ended December 31, 2021 and six months ended June 30, 2022. The actual fair value of DuPont’s RSU awards may differ materially from the preliminary determination included within the unaudited pro forma condensed combined financial statements.
L. Reflects the elimination of the historical depreciation and amortization of the M&M Business related to property, plant and equipment and intangible assets.
5. Other Accounting Pro Forma Adjustments and Assumptions
X. Xxxxxxxx borrowed $2.25 billion under the Term Loan Facility, has issued $7.5 billion aggregate principal amount of Acquisition USD Notes, and has issued €1.5 billion aggregate principal amount of Acquisition EUR Notes to fund the M&M Acquisition. The total proceeds from the Term Loan Facility and the Acquisition Notes are reduced by debt issuance costs and original issue discount of $68 million and $0.5 million, respectively. This adjustment reflects the borrowings under the Term Loan Facility and the Acquisition Notes, net of debt issuance cost and original issue discount.
B. Reflects pro forma adjustment to interest expense related to the borrowings under the Term Loan Facility and the issuance of Acquisition Notes.
The Term Loan Facility is composed of a $500 million tranche of delayed-draw term loans due 364 days from issuance, a $750 million tranche of delayed-draw term loans due 3 years from issuance, and a $1.0 billion tranche of delayed-draw term loans due 5 years from issuance. Amounts outstanding under the 364-day tranche of the Term Loan Facility accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months (“Term SOFR”) plus a margin of 1.00% to 2.00% per annum, or the base rate plus a margin of 0.00% to 1.00%, in each case, based on Celanese’s senior unsecured debt rating. Amounts outstanding under the 5-year tranche of the Term Loan Facility and 3-year tranche of the Term Loan Facility accrue interest at a rate equal to Term SOFR plus a margin of 1.125% to 2.125% per annum, or the base rate plus a margin of 0.125% to 1.125%, in each case, based on Celanese’s senior unsecured debt rating. The estimated weighted-average interest rate for the Term Loan Facility is 5.32%.
Celanese issued the Acquisition Notes at fixed rates of interest with various maturities. Concurrently with the issuance of the Acquisition USD Notes, the Company entered into cross-currency swaps to effectively convert $2.0 billion and $500 million of the Acquisition USD Notes into a euro-denominated borrowing at prevailing euro interest rates. The swaps qualify and have been designated as net investment xxxxxx of the Company’s foreign currency exchange rate exposure on the net investment of certain of its euro-denominated subsidiaries. The estimated weighted-average interest rate for the Acquisition Notes is 5.6%, inclusive of the yield on the Acquisition Notes and the beneficial impact to interest expense of the cross-currency swaps.
Below is the pro forma adjustment for the contractual interest expense and the amortization of debt issuance cost.
| (in millions) | Six Months Ended June 30, 2022 | Year ended December 31, 2021 | ||||||
| Interest expense on Term Loan Facility | $ | 47 | $ | 120 | ||||
| Interest expense on Acquisition Notes, net of impact from cross currency swaps | 259 | 535 | ||||||
| Amortization of debt issuance cost and original issue discount | 9 | 19 | ||||||
| Pro forma adjustment to interest expense | $ | 315 | $ | 674 | ||||
A 0.125% change in interest rates would increase or decrease interest expense on a pro forma basis by $1.1 million and $2.8 million for the six months ended June 30, 2022 and for the year ended December 31, 2021, respectively
C. Represents the write-off of $26 million of unamortized Bridge Facility commitment fees due to the termination of the remaining commitments under that facility.
D. Represents the adjustments to income tax (provision) benefit related to the earnings (loss) before income taxes resulting from the pro forma other adjustments, which were tax effected using an estimated global statutory blended rate of 23%.
