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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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||
OR
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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98-0420726
(I.R.S. Employer Identification No.)
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222 West Las Colinas Blvd., Suite 900N
Irving TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Name of Each Exchange
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Title of Each Class
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on Which Registered
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Series A Common Stock, par value $0.0001 per share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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PART I
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PART II
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PART III
|
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PART IV
|
|
|
Advanced
|
|
|
|
|
|
|
|
Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
|
|
|
|
|
|
|
|
(In $ millions)
|
||||||
2012 Net Sales
(1)
|
1,261
|
|
1,182
|
|
1,184
|
|
2,791
|
|
|
|
|
|
|
|
|
Key Products
|
• Polyoxymethylene ("POM")
• GUR® ultra-high molecular weight polyethylene
• Polybutylene terephthalate ("PBT")
• Long-fiber reinforced thermoplastics ("LFT")
• Liquid crystal polymers ("LCP")
|
|
• Acetate tow
• Acetate flake
• Acetate film
• Sunett
®
high intensity sweeteners
• Sorbates
|
|
• Conventional emulsions
• Vinyl acetate ethylene emulsions ("VAE")
• Ethylene vinyl acetate ("EVA") resins and compounds
• Low-density polyethylene resins ("LDPE")
|
|
• Acetic acid
• Vinyl acetate monomer ("VAM")
• Acetic anhydride
• Acetaldehyde
• Ethyl acetate
• Formaldehyde
• Butyl acetate
|
|
|
|
|
|
|
|
|
Major End-Use
Applications
|
• Fuel system components
• Automotive safety systems
• Conveyor belts
• Battery separators
• Electronics
• Appliances
• Filtrations
• Medical Devices
• Telecommunications
|
|
• Filter products
• Beverages
• Confections
• Baked goods
|
|
•
Paints
•
Coatings
•
Adhesives
•
Textiles
•
Paper finishing
•
Flexible packaging
•
Lamination products
•
Photovoltaic cell systems
•
Medical tubing
• Automotive parts
|
|
• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Esters
• Solvents
|
(1)
|
Net sales for Consumer Specialties and Acetyl Intermediates exclude inter-segment sales of
$4 million
and
$440 million
, respectively, for the year ended
December 31, 2012
.
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
$
|
|
% of
Segment
|
|
$
|
|
% of
Segment
|
|
$
|
|
% of
Segment
|
||||||
|
|
|
(In millions, except percentages)
|
|
|
||||||||||||
North America
|
478
|
|
|
38
|
%
|
|
438
|
|
|
34
|
%
|
|
384
|
|
|
34
|
%
|
Europe and Africa
|
528
|
|
|
42
|
%
|
|
622
|
|
|
48
|
%
|
|
530
|
|
|
48
|
%
|
Asia-Pacific
|
206
|
|
|
16
|
%
|
|
191
|
|
|
15
|
%
|
|
152
|
|
|
14
|
%
|
South America
|
49
|
|
|
4
|
%
|
|
47
|
|
|
3
|
%
|
|
43
|
|
|
4
|
%
|
Total
|
1,261
|
|
|
|
|
|
1,298
|
|
|
|
|
|
1,109
|
|
|
|
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||
|
$
|
% of
Segment
|
|
$
|
% of
Segment
|
|
$
|
% of
Segment
|
||||||
|
(In millions, except percentages)
|
|||||||||||||
North America
|
200
|
|
17
|
%
|
|
180
|
|
16
|
%
|
|
186
|
|
17
|
%
|
Europe and Africa
|
464
|
|
39
|
%
|
|
459
|
|
40
|
%
|
|
448
|
|
41
|
%
|
Asia-Pacific
|
452
|
|
38
|
%
|
|
456
|
|
39
|
%
|
|
394
|
|
36
|
%
|
South America
|
66
|
|
6
|
%
|
|
63
|
|
5
|
%
|
|
61
|
|
6
|
%
|
Total
(1)
|
1,182
|
|
|
|
|
1,158
|
|
|
|
|
1,089
|
|
|
|
(1)
|
Excludes inter-segment sales of
$4 million
,
$3 million
and
$9 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
$
|
|
% of
Segment
|
|
$
|
|
% of
Segment
|
|
$
|
|
% of
Segment
|
||||||
|
(in millions, except percentages)
|
||||||||||||||||
North America
|
475
|
|
|
40
|
%
|
|
492
|
|
|
40
|
%
|
|
450
|
|
|
43
|
%
|
Europe and Africa
|
483
|
|
|
41
|
%
|
|
550
|
|
|
45
|
%
|
|
481
|
|
|
47
|
%
|
Asia-Pacific
|
213
|
|
|
18
|
%
|
|
169
|
|
|
14
|
%
|
|
97
|
|
|
9
|
%
|
South America
|
13
|
|
|
1
|
%
|
|
12
|
|
|
1
|
%
|
|
8
|
|
|
1
|
%
|
Total
|
1,184
|
|
|
|
|
|
1,223
|
|
|
|
|
|
1,036
|
|
|
|
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives and in the manufacture of photographic films and coated papers;
|
•
|
Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume;
|
•
|
Formaldehyde, paraformaldehyde and formcels, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane; and
|
•
|
Other chemicals, such as crotonaldehyde, which are used by the Nutrinova business for the production of sorbates, as well as raw materials for the fragrance and food ingredients industry.
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||
|
$
|
% of
Segment
|
|
$
|
% of
Segment
|
|
$
|
% of
Segment
|
||||||
|
(In millions, except percentages)
|
|||||||||||||
North America
|
698
|
|
25
|
%
|
|
717
|
|
23
|
%
|
|
654
|
|
24
|
%
|
Europe and Africa
|
970
|
|
35
|
%
|
|
1,110
|
|
36
|
%
|
|
897
|
|
34
|
%
|
Asia-Pacific
|
1,026
|
|
37
|
%
|
|
1,166
|
|
38
|
%
|
|
1,046
|
|
39
|
%
|
South America
|
97
|
|
3
|
%
|
|
90
|
|
3
|
%
|
|
85
|
|
3
|
%
|
Total
(1)
|
2,791
|
|
|
|
|
3,083
|
|
|
|
|
2,682
|
|
|
|
(1)
|
Excludes inter-segment sales of
$440 million
,
$468 million
and
$400 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
•
|
Customers
|
•
|
Competition
|
|
Location
|
|
Ownership
|
|
Partner(s)
|
|
Year
Entered
|
Equity Method Investments
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
|
|
|
|
|
|
|
National Methanol Company
|
Saudi Arabia
|
|
25 %
|
|
Saudi Basic Industries Corporation / Texas Eastern Arabian Corporation Ltd.
|
|
1981
|
Korea Engineering Plastics Co., Ltd
|
South Korea
|
|
50 %
|
|
Mitsubishi Gas Chemical Company, Inc./Mitsubishi Corporation
|
|
1999
|
Polyplastics Co., Ltd.
|
Japan
|
|
45 %
|
|
Daicel Chemical Industries Ltd.
|
|
1964
|
Fortron Industries LLC
|
US
|
|
50 %
|
|
Kureha Corporation
|
|
1992
|
Cost Method Investments
|
|
|
|
|
|
|
|
Consumer Specialties
|
|
|
|
|
|
|
|
Kunming Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation
|
|
1993
|
Nantong Cellulose Fibers Co. Ltd.
|
China
|
|
31 %
|
|
China National Tobacco Corporation
|
|
1986
|
Zhuhai Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation
|
|
1993
|
•
|
Other Equity Method Investments
|
|
As of December 31, 2012
|
|
(In percentages)
|
InfraServ GmbH & Co. Gendorf KG
|
39
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
Employees as of
|
|
|
December 31, 2012
|
|
North America
|
|
|
US
|
2,750
|
|
Canada
|
250
|
|
Mexico
|
600
|
|
Total
|
3,600
|
|
Europe
|
|
|
Germany
|
1,600
|
|
Other Europe
|
1,250
|
|
Total
|
2,850
|
|
Asia
|
1,050
|
|
Rest of World
|
50
|
|
Total
|
7,550
|
|
•
|
Shortages of raw materials due to increasing demand, e.g., from growing uses or new uses;
|
•
|
Capacity constraints, e.g., due to construction delays, labor disruption or involuntary shutdowns;
|
•
|
The inability of a supplier to meet our delivery orders or a supplier's choice not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;
|
•
|
The general level of business and economic activity; and
|
•
|
The direct or indirect effect of governmental regulation (including the impact of government regulation relating to climate change).
|
•
|
Increasing our vulnerability to general economic and industry conditions including exacerbating the impact of any adverse business effects that are determined to be material adverse events under our existing senior credit facilities (the "Senior Credit Agreement");
|
•
|
Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock;
|
•
|
Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
|
•
|
Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
Limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Corporate Offices
|
|
|
|
|
Budapest, Hungary
|
|
Leased
|
|
Administrative offices
|
Irving, Texas, US
|
|
Leased
|
|
Corporate headquarters
|
Nanjing, China
|
|
Leased
|
|
Administrative offices
|
Shanghai, China
|
|
Leased
|
|
Administrative offices
|
Sulzbach, Germany
|
|
Leased
|
|
Administrative offices
|
Advanced Engineered Materials
|
||||
Auburn Hills, Michigan, US
|
|
Leased
|
|
Automotive Development Center
|
Bishop, Texas, US
|
|
Owned
|
|
POM, GUR
®
ultra-high molecular weight polyethylene, Compounding
|
Florence, Kentucky, US
|
|
Owned
|
|
Compounding
|
Frankfurt am Main, Germany
(1)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
POM, Compounding
|
Fuji City, Japan
|
|
Owned by Polyplastics Co., Ltd.
(8)
|
|
POM, PBT, LCP, Compounding
|
Jubail, Saudi Arabia
|
|
Owned by National Methanol Company
(8)
|
|
MTBE, Methanol
|
Kaiserslautern, Germany
(1)
|
|
Leased
|
|
LFT
|
Kelsterbach, Germany
|
|
Owned
|
|
Site is no longer operating
|
Kuantan, Malaysia
|
|
Owned by Polyplastics Co., Ltd.
(8)
|
|
POM, Compounding
|
Leuna, Germany
|
|
Owned by Polyplastics Co., Ltd.
(8)
|
|
P-hydroxybenzoic acid, Potassium sulfate
|
Nanjing, China
(2)
|
|
Owned
|
|
LFT, GUR
®
ultra-high molecular weight polyethylene, Compounding
|
Oberhausen, Germany
(1)
|
|
Leased
|
|
GUR
®
ultra-high molecular weight polyethylene
|
Shelby, North Carolina, US
|
|
Owned
|
|
LCP, Compounding
|
Suzano, Brazil
(1)
|
|
Leased
|
|
Compounding
|
Ulsan, South Korea
|
|
Owned by Korea Engineering Plastics Co., Ltd.
(8)
|
|
POM
|
Wilmington, North Carolina, US
|
|
Owned by Fortron Industries LLC
(8)
|
|
PPS
|
Winona, Minnesota, US
|
|
Owned
|
|
LFT
|
Consumer Specialties
|
|
|
|
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Sorbates, Sunett
®
sweetener
|
Kunming, China
|
|
Leased by Kunming Cellulose Fibers Co. Ltd.
(5)
|
|
Acetate tow
|
Lanaken, Belgium
|
|
Owned
|
|
Acetate tow
|
Nantong, China
|
|
Owned by Nantong Cellulose Fibers Co. Ltd.
(6)
|
|
Acetate tow, Acetate flake
|
Narrows, Virginia, US
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Ocotlán, Mexico
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Spondon, Derby, United Kingdom
(9)
|
|
Owned
|
|
Acetate film
|
Zhuhai, China
|
|
Leased by Zhuhai Cellulose Fibers Co. Ltd.
(7)
|
|
Acetate tow
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Industrial Specialties
|
|
|
|
|
Boucherville, Quebec, Canada
|
|
Owned
|
|
Conventional emulsions
|
Edmonton, Alberta, Canada
|
|
Owned
|
|
LDPE, EVA
|
Enoree, South Carolina, US
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Conventional emulsions, VAE emulsions
|
Geleen, Netherlands
|
|
Owned
|
|
VAE emulsions
|
Meredosia, Illinois, US
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Nanjing, China
(2)
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Perstorp, Sweden
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Tarragona, Spain
(4)
|
|
Owned by Complejo Industrial Taqsa AIE
(6)
|
|
Conventional emulsions, VAE emulsions
|
Acetyl Intermediates
|
|
|
|
|
Bay City, Texas, US
(1)
|
|
Leased
|
|
VAM
|
Bishop, Texas, US
|
|
Owned
|
|
Formaldehyde
|
Cangrejera, Mexico
|
|
Owned
|
|
Acetic anhydride, Ethyl acetate
|
Clear Lake, Texas, US
|
|
Owned
|
|
Acetic acid, VAM
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Acetaldehyde, VAM, Butyl acetate
|
Jurong Island, Singapore
(1)
|
|
Leased
|
|
Acetic acid, Butyl acetate, Ethyl acetate, VAM
|
Nanjing, China
(2)
|
|
Owned
|
|
Acetic acid, Acetic anhydride, VAM
|
Pardies, France
|
|
Owned
|
|
Site is no longer operating
|
Roussillon, France
(1)
|
|
Leased
|
|
Acetic anhydride
|
Tarragona, Spain
(4)
|
|
Owned by Complejo Industrial Taqsa AIE
(6)
|
|
VAM
|
(1)
|
Celanese owns the assets on this site and leases the land through the terms of a long-term land lease.
|
(2)
|
Multiple Celanese business segments conduct operations at the Nanjing facility. Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 46 to 50 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
(3)
|
Multiple Celanese business segments conduct operations at the Frankfurt Hoechst Industrial Park located in Frankfurt am Main, Germany.
|
(4)
|
Multiple Celanese business segments conduct operations at the Tarragona site. Celanese owns the assets on this site and shares ownership in the land. Celanese’s ownership percentage in the land is 15%.
|
(5)
|
A Celanese cost method investment. Kunming Cellulose Fibers Co. Ltd. owns the assets on this site and leases the land from China National Tobacco Corporation.
|
(6)
|
A Celanese cost method investment.
|
(7)
|
A Celanese cost method investment. Zhuhai Cellulose Fibers Co. Ltd. owns the assets on this site and leases the land from China National Tobacco Corporation.
|
(8)
|
A Celanese equity method investment.
|
(9)
|
Celanese no longer manufactures acetate tow and acetate flake at the Spondon, Derby, United Kingdom site as of December 31, 2012.
|
Name
|
|
Age
|
|
Position
|
|
Mark C. Rohr
|
|
61
|
|
|
Chairman of the Board of Directors and Chief Executive Officer, President
|
Douglas M. Madden
|
|
60
|
|
|
Chief Operating Officer
|
Steven M. Sterin
|
|
41
|
|
|
Senior Vice President and Chief Financial Officer
|
Christopher W. Jensen
|
|
46
|
|
|
Senior Vice President, Finance
|
Lori A. Johnston
|
|
48
|
|
|
Senior Vice President, Human Resources
|
Gjon N. Nivica, Jr.
|
|
48
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Mark W. Oberle
|
|
47
|
|
|
Senior Vice President, Corporate Affairs
|
Jay C. Townsend
|
|
54
|
|
|
Senior Vice President, Business Strategy Development and Procurement
|
|
Price Range
|
|
Dividends Declared
Per Share
|
||||||||
|
High
|
|
Low
|
|
|||||||
2012
|
|
|
|
|
|
|
|
||||
Quarter ended March 31, 2012
|
$
|
52.59
|
|
|
$
|
42.25
|
|
|
$
|
0.060
|
|
Quarter ended June 30, 2012
|
$
|
49.80
|
|
|
$
|
33.24
|
|
|
$
|
0.060
|
|
Quarter ended September 30, 2012
|
$
|
43.18
|
|
|
$
|
32.77
|
|
|
$
|
0.075
|
|
Quarter ended December 31, 2012
|
$
|
45.31
|
|
|
$
|
34.96
|
|
|
$
|
0.075
|
|
2011
|
|
|
|
|
|
|
|
||||
Quarter ended March 31, 2011
|
$
|
45.42
|
|
|
$
|
38.36
|
|
|
$
|
0.050
|
|
Quarter ended June 30, 2011
|
$
|
53.88
|
|
|
$
|
42.95
|
|
|
$
|
0.050
|
|
Quarter ended September 30, 2011
|
$
|
58.68
|
|
|
$
|
32.49
|
|
|
$
|
0.060
|
|
Quarter ended December 31, 2011
|
$
|
47.00
|
|
|
$
|
29.43
|
|
|
$
|
0.060
|
|
Period
|
|
Total Number
of Shares Purchased
(1)
|
|
Average
Price Paid per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly Announced Program
|
|
Approximate Dollar
Value of Shares
Remaining that may be
Purchased Under the Program
(2)
|
||||||
October 1 - 31, 2012
|
|
260,208
|
|
|
$
|
37.76
|
|
|
84,236
|
|
|
$
|
397,000,000
|
|
November 1 - 30, 2012
|
|
64,672
|
|
|
$
|
39.35
|
|
|
63,396
|
|
|
$
|
394,000,000
|
|
December 1 - 31, 2012
|
|
73,384
|
|
|
$
|
43.04
|
|
|
58,699
|
|
|
$
|
392,000,000
|
|
Total
|
|
398,264
|
|
|
|
|
206,331
|
|
|
|
|
(1)
|
Includes 175,972, 1,276, and 14,685 for October, November and December 2012, respectively, related to shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of our Common Stock as follows:
|
|
Authorized Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
As of December 31, 2012
|
893
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
|
(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
|
5,082
|
|
|
6,823
|
|
Other (charges) gains, net
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
|
(136
|
)
|
|
(108
|
)
|
Operating profit
|
511
|
|
|
690
|
|
|
503
|
|
|
290
|
|
|
440
|
|
Earnings (loss) from continuing operations before tax
|
657
|
|
|
755
|
|
|
538
|
|
|
251
|
|
|
433
|
|
Earnings (loss) from continuing operations
|
609
|
|
|
606
|
|
|
426
|
|
|
494
|
|
|
370
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
|
4
|
|
|
(90
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
607
|
|
|
377
|
|
|
498
|
|
|
281
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations — basic
|
3.84
|
|
|
3.88
|
|
|
2.73
|
|
|
3.37
|
|
|
2.44
|
|
Continuing operations — diluted
|
3.81
|
|
|
3.81
|
|
|
2.69
|
|
|
3.14
|
|
|
2.27
|
|
Balance Sheet Data (at the end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
9,000
|
|
|
8,518
|
|
|
8,281
|
|
|
8,412
|
|
|
7,158
|
|
Total debt
|
3,098
|
|
|
3,017
|
|
|
3,218
|
|
|
3,501
|
|
|
3,533
|
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,341
|
|
|
926
|
|
|
586
|
|
|
174
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
308
|
|
|
298
|
|
|
287
|
|
|
308
|
|
|
350
|
|
Capital expenditures
(1)
|
339
|
|
|
364
|
|
|
222
|
|
|
167
|
|
|
267
|
|
Dividends paid per common share
(2)
|
0.27
|
|
|
0.22
|
|
|
0.18
|
|
|
0.16
|
|
|
0.16
|
|
(1)
|
Amounts include accrued capital expenditures. Amounts do not include capital expenditures related to capital lease obligations or capital expenditures related to the relocation and expansion of our POM plant in Kelsterbach. See
Note 24 - Supplemental Cash Flow Information
and
Note 27 - Plant Relocation
in the accompanying consolidated financial statements.
|
(2)
|
Annual dividends for the year ended
December 31, 2012
consist of two quarterly dividend payments of $
0.06
and two quarterly dividend payments of
$0.075
per share. In April
2012
the Board of Directors approved a
25%
increase in our quarterly dividend rate from
$0.06
to
$0.075
per share of Series A common stock applicable to dividends payable beginning in August
2012
. Annual dividends for the year ended
December 31, 2011
consist of two quarterly dividend payments of
$0.05
and two quarterly dividend payments of
$0.06
per share. In April 2011 the Board of Directors approved a
20%
increase in our quarterly dividend rate from
$0.05
to
$0.06
per share of Series A common stock applicable to dividends payable beginning in August 2011.
|
•
|
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
|
•
|
the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
|
•
|
changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
|
•
|
the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
|
•
|
the ability to maintain plant utilization rates and to implement planned capacity additions and expansions;
|
•
|
the ability to reduce or maintain at their current levels production costs and improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction of facilities;
|
•
|
potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change;
|
•
|
potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate;
|
•
|
changes in currency exchange rates and interest rates;
|
•
|
our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
|
•
|
various other factors, both referenced and not referenced in this Annual Report.
|
•
|
We completed an offering of $500 million in aggregate principal amount of 4.625% senior unsecured notes due 2022. In connection with completion of the offering, we repaid $400 million of our existing senior secured credit facility indebtedness that was set to mature in 2016 and used the remaining proceeds, together with cash on hand, to make a $100 million contribution to our US pension plan.
|
•
|
We ceased manufacturing acetate tow and acetate flake at our Spondon, Derby, United Kingdom site.
|
•
|
We announced our new CelFX
TM
matrix technology for filter media. CelFX
TM
provides a flexible additive platform for innovation that allows our customers increased filter design flexibility, improved constituent reduction and supports a broad choice for enhancement additives.
|
•
|
We announced plans to construct and operate a methanol production facility at our Clear Lake, Texas acetyl complex which is expected to start up after July 1, 2015. As one of the world's largest producers of acetyl products, we plan to utilize our existing infrastructure to capture the opportunities created by abundant and affordable US natural gas supplies.
|
•
|
We announced that the Board of Directors increased our remaining share repurchase authorization as of September 30, 2012 to $400 million.
|
•
|
We launched the new Sunsation
SM
platform to help food and beverage manufacturers develop low- and no-calorie products that are better tasting and simplify the formulation process to bring products to market faster.
|
•
|
We entered into a joint statement of cooperation to advance the development of fuel ethanol projects with Pertamina, the state-owned energy company of Indonesia. In line with our long-term strategy to develop new and renewable energy capabilities, Pertamina will collaborate exclusively with us to jointly develop synthetic fuel ethanol projects in the Republic of Indonesia utilizing our proprietary TCX
®
ethanol process technology.
|
•
|
We started up our technology development unit for ethanol production at our facility in Clear Lake, Texas. The unit will support our continuing development of TCX
®
ethanol process technology for customers in both industrial-grade and fuel ethanol.
|
•
|
We completed the acquisition of certain assets from Ashland Inc., including two product lines, Vinac
®
and Flexbond
®
, which will support the strategic growth of our Emulsions business.
|
•
|
We received key government approvals necessary to proceed with previously announced plans to modify and enhance our existing integrated acetyl facility at the Nanjing Chemical Industrial Park in China to produce ethanol for industrial uses. Based upon continued advancements to our TCX
®
ethanol process technology, we now expect to have approximately 30 to 40 percent additional ethanol production capacity above the originally announced 200,000 tons with no increase in the capital investment for the modification and enhancement. The unit is expected to startup in late 2013.
|
•
|
Moody's Investors Service and Standard & Poor's Ratings Services both upgraded its outlook for Celanese to "Positive" from "Stable." In raising our outlook, both agencies cited improved operating performance, debt reduction as well as our operational, geographical and product diversity.
|
•
|
We announced that our Board of Directors approved a 25% increase in our quarterly Series A Common Stock cash dividend. The Board of Directors increased the quarterly dividend rate from $0.06 to $0.075 per share of Common Stock on a quarterly basis and $0.24 to $0.30 per share of Common Stock on an annual basis. The new dividend rate began in August 2012.
|
•
|
We anticipate a challenging global economic environment will continue into 2013, particularly with the uncertainty in the European Union. We expect growth in China will improve throughout the year but remain modest compared to historic levels. As a result, a higher proportion of our earnings is expected to be generated in higher tax jurisdictions, but should not impact our earnings growth. We expect our earnings growth in 2013 to be consistent with our long-term growth objectives of 12% to 14% and to be driven by Celanese-specific initiatives. In addition to productivity initiatives, we will continue to focus on technology platforms that expand our addressable opportunities, invest in technology innovation that enhances our growth prospects and to increase the effectiveness and speed of new product introductions.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
Net sales
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
Gross profit
|
1,192
|
|
|
1,434
|
|
|
1,180
|
|
Selling, general and administrative expenses
|
(507
|
)
|
|
(536
|
)
|
|
(505
|
)
|
Other (charges) gains, net
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
Operating profit (loss)
|
511
|
|
|
690
|
|
|
503
|
|
Equity in net earnings of affiliates
|
242
|
|
|
192
|
|
|
168
|
|
Interest expense
|
(185
|
)
|
|
(221
|
)
|
|
(204
|
)
|
Refinancing expense
|
(3
|
)
|
|
(3
|
)
|
|
(16
|
)
|
Dividend income - cost investments
|
85
|
|
|
80
|
|
|
73
|
|
Earnings (loss) from continuing operations before tax
|
657
|
|
|
755
|
|
|
538
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
609
|
|
|
606
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
308
|
|
|
298
|
|
|
287
|
|
Operating margin
(1)
|
8.0
|
%
|
|
10.2
|
%
|
|
8.5
|
%
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(6
|
)
|
|
(22
|
)
|
|
(32
|
)
|
Kelsterbach plant relocation
|
(7
|
)
|
|
(47
|
)
|
|
(26
|
)
|
Plumbing actions
|
5
|
|
|
6
|
|
|
59
|
|
Insurance recoveries
|
—
|
|
|
—
|
|
|
18
|
|
Asset impairments
|
(8
|
)
|
|
(1
|
)
|
|
(74
|
)
|
Plant/office closures
|
—
|
|
|
—
|
|
|
(4
|
)
|
Commercial disputes
|
2
|
|
|
15
|
|
|
13
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
Total other (charges) gains, net
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
(1)
|
Defined as operating profit (loss) divided by net sales.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
959
|
|
|
682
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
168
|
|
|
144
|
|
Long-term debt
|
2,930
|
|
|
2,873
|
|
Total debt
|
3,098
|
|
|
3,017
|
|
|
Year Ended
|
|
|
|
Year Ended
|
|
|
||||||||||
|
December 31,
|
|
|
|
December 31,
|
|
|
||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2011
|
|
2010
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advanced Engineered Materials
|
1,261
|
|
|
1,298
|
|
|
(37
|
)
|
|
1,298
|
|
|
1,109
|
|
|
189
|
|
Consumer Specialties
|
1,186
|
|
|
1,161
|
|
|
25
|
|
|
1,161
|
|
|
1,098
|
|
|
63
|
|
Industrial Specialties
|
1,184
|
|
|
1,223
|
|
|
(39
|
)
|
|
1,223
|
|
|
1,036
|
|
|
187
|
|
Acetyl Intermediates
|
3,231
|
|
|
3,551
|
|
|
(320
|
)
|
|
3,551
|
|
|
3,082
|
|
|
469
|
|
Other Activities
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
2
|
|
|
(1
|
)
|
Inter-segment eliminations
|
(444
|
)
|
|
(471
|
)
|
|
27
|
|
|
(471
|
)
|
|
(409
|
)
|
|
(62
|
)
|
Total
|
6,418
|
|
|
6,763
|
|
|
(345
|
)
|
|
6,763
|
|
|
5,918
|
|
|
845
|
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(2
|
)
|
|
(49
|
)
|
|
47
|
|
|
(49
|
)
|
|
31
|
|
|
(80
|
)
|
Consumer Specialties
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(76
|
)
|
|
73
|
|
Industrial Specialties
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(25
|
)
|
Acetyl Intermediates
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
14
|
|
|
(12
|
)
|
|
26
|
|
Other Activities
|
(8
|
)
|
|
(10
|
)
|
|
2
|
|
|
(10
|
)
|
|
(14
|
)
|
|
4
|
|
Total
|
(14
|
)
|
|
(48
|
)
|
|
34
|
|
|
(48
|
)
|
|
(46
|
)
|
|
(2
|
)
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
86
|
|
|
76
|
|
|
10
|
|
|
76
|
|
|
186
|
|
|
(110
|
)
|
Consumer Specialties
|
244
|
|
|
227
|
|
|
17
|
|
|
227
|
|
|
164
|
|
|
63
|
|
Industrial Specialties
|
82
|
|
|
100
|
|
|
(18
|
)
|
|
100
|
|
|
89
|
|
|
11
|
|
Acetyl Intermediates
|
263
|
|
|
459
|
|
|
(196
|
)
|
|
459
|
|
|
243
|
|
|
216
|
|
Other Activities
|
(164
|
)
|
|
(172
|
)
|
|
8
|
|
|
(172
|
)
|
|
(179
|
)
|
|
7
|
|
Total
|
511
|
|
|
690
|
|
|
(179
|
)
|
|
690
|
|
|
503
|
|
|
187
|
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
276
|
|
|
239
|
|
|
37
|
|
|
239
|
|
|
329
|
|
|
(90
|
)
|
Consumer Specialties
|
334
|
|
|
307
|
|
|
27
|
|
|
307
|
|
|
237
|
|
|
70
|
|
Industrial Specialties
|
82
|
|
|
102
|
|
|
(20
|
)
|
|
102
|
|
|
89
|
|
|
13
|
|
Acetyl Intermediates
|
276
|
|
|
469
|
|
|
(193
|
)
|
|
469
|
|
|
252
|
|
|
217
|
|
Other Activities
|
(311
|
)
|
|
(362
|
)
|
|
51
|
|
|
(362
|
)
|
|
(369
|
)
|
|
7
|
|
Total
|
657
|
|
|
755
|
|
|
(98
|
)
|
|
755
|
|
|
538
|
|
|
217
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
113
|
|
|
100
|
|
|
13
|
|
|
100
|
|
|
76
|
|
|
24
|
|
Consumer Specialties
|
45
|
|
|
44
|
|
|
1
|
|
|
44
|
|
|
42
|
|
|
2
|
|
Industrial Specialties
|
55
|
|
|
45
|
|
|
10
|
|
|
45
|
|
|
41
|
|
|
4
|
|
Acetyl Intermediates
|
80
|
|
|
96
|
|
|
(16
|
)
|
|
96
|
|
|
117
|
|
|
(21
|
)
|
Other Activities
|
15
|
|
|
13
|
|
|
2
|
|
|
13
|
|
|
11
|
|
|
2
|
|
Total
|
308
|
|
|
298
|
|
|
10
|
|
|
298
|
|
|
287
|
|
|
11
|
|
Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
6.8
|
%
|
|
5.9
|
%
|
|
|
|
5.9
|
%
|
|
16.8
|
%
|
|
|
||
Consumer Specialties
|
20.6
|
%
|
|
19.6
|
%
|
|
|
|
19.6
|
%
|
|
14.9
|
%
|
|
|
||
Industrial Specialties
|
6.9
|
%
|
|
8.2
|
%
|
|
|
|
8.2
|
%
|
|
8.6
|
%
|
|
|
||
Acetyl Intermediates
|
8.1
|
%
|
|
12.9
|
%
|
|
|
|
12.9
|
%
|
|
7.9
|
%
|
|
|
||
Total
|
8.0
|
%
|
|
10.2
|
%
|
|
|
|
10.2
|
%
|
|
8.5
|
%
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
(2
|
)
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
(3
|
)
|
Consumer Specialties
|
(4
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
2
|
|
Industrial Specialties
|
3
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
(3
|
)
|
Acetyl Intermediates
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
(9
|
)
|
Total Company
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
(5
|
)
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||
|
(In percentages)
|
||||||||||
Advanced Engineered Materials
|
2
|
|
|
8
|
|
3
|
|
4
|
|
(1)
|
17
|
Consumer Specialties
|
1
|
|
|
5
|
|
—
|
|
—
|
|
|
6
|
Industrial Specialties
|
2
|
|
|
13
|
|
3
|
|
—
|
|
|
18
|
Acetyl Intermediates
|
(4
|
)
|
|
16
|
|
3
|
|
—
|
|
|
15
|
Total Company
|
(1
|
)
|
|
13
|
|
3
|
|
—
|
|
|
15
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,261
|
|
|
1,298
|
|
|
(37
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(2)
|
%
|
|
|
|
|
|
|
Price
|
2
|
%
|
|
|
|
|
|
|
Currency
|
(3)
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
(49
|
)
|
|
47
|
|
Operating profit (loss)
|
86
|
|
|
76
|
|
|
10
|
|
Operating margin
|
6.8
|
%
|
|
5.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
190
|
|
|
161
|
|
|
29
|
|
Earnings (loss) from continuing operations before tax
|
276
|
|
|
239
|
|
|
37
|
|
Depreciation and amortization
|
113
|
|
|
100
|
|
|
13
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,186
|
|
|
1,161
|
|
|
25
|
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
(4)
|
%
|
|
|
|
|
|
|
Price
|
6
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Operating profit (loss)
|
244
|
|
|
227
|
|
|
17
|
|
Operating margin
|
20.6
|
%
|
|
19.6
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
6
|
|
|
2
|
|
|
4
|
|
Dividend income - cost investments
|
83
|
|
|
78
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
334
|
|
|
307
|
|
|
27
|
|
Depreciation and amortization
|
45
|
|
|
44
|
|
|
1
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,184
|
|
|
1,223
|
|
|
(39
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
3
|
%
|
|
|
|
|
|
|
Price
|
(3)
|
%
|
|
|
|
|
|
|
Currency
|
(3)
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
82
|
|
|
100
|
|
|
(18
|
)
|
Operating margin
|
6.9
|
%
|
|
8.2
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
82
|
|
|
102
|
|
|
(20
|
)
|
Depreciation and amortization
|
55
|
|
|
45
|
|
|
10
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
3,231
|
|
|
3,551
|
|
|
(320
|
)
|
Net sales variance
|
|
|
|
|
|
|
|
|
Volume
|
—
|
%
|
|
|
|
|
|
|
Price
|
(7)
|
%
|
|
|
|
|
|
|
Currency
|
(2)
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
14
|
|
|
(14
|
)
|
Operating profit (loss)
|
263
|
|
|
459
|
|
|
(196
|
)
|
Operating margin
|
8.1
|
%
|
|
12.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
11
|
|
|
5
|
|
|
6
|
|
Earnings (loss) from continuing operations before tax
|
276
|
|
|
469
|
|
|
(193
|
)
|
Depreciation and amortization
|
80
|
|
|
96
|
|
|
(16
|
)
|
|
Year Ended December 31,
|
|
|
|||||
|
2011
|
|
2010
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,298
|
|
|
1,109
|
|
|
189
|
|
Net sales variance
|
|
|
|
|
|
|||
Volume
|
2
|
%
|
|
|
|
|
||
Price
|
8
|
%
|
|
|
|
|
||
Currency
|
3
|
%
|
|
|
|
|
||
Other
|
4
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
(49
|
)
|
|
31
|
|
|
(80
|
)
|
Operating profit (loss)
|
76
|
|
|
186
|
|
|
(110
|
)
|
Operating margin
|
5.9
|
%
|
|
16.8
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
161
|
|
|
144
|
|
|
17
|
|
Earnings (loss) from continuing operations before tax
|
239
|
|
|
329
|
|
|
(90
|
)
|
Depreciation and amortization
|
100
|
|
|
76
|
|
|
24
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2011
|
|
2010
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,161
|
|
|
1,098
|
|
|
63
|
|
Net sales variance
|
|
|
|
|
|
|||
Volume
|
1
|
%
|
|
|
|
|
||
Price
|
5
|
%
|
|
|
|
|
||
Currency
|
—
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
(3
|
)
|
|
(76
|
)
|
|
73
|
|
Operating profit (loss)
|
227
|
|
|
164
|
|
|
63
|
|
Operating margin
|
19.6
|
%
|
|
14.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
2
|
|
|
2
|
|
|
—
|
|
Dividend income - cost investments
|
78
|
|
|
71
|
|
|
7
|
|
Earnings (loss) from continuing operations before tax
|
307
|
|
|
237
|
|
|
70
|
|
Depreciation and amortization
|
44
|
|
|
42
|
|
|
2
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2011
|
|
2010
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,223
|
|
|
1,036
|
|
|
187
|
|
Net sales variance
|
|
|
|
|
|
|||
Volume
|
2
|
%
|
|
|
|
|
||
Price
|
13
|
%
|
|
|
|
|
||
Currency
|
3
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
—
|
|
|
25
|
|
|
(25
|
)
|
Operating profit (loss)
|
100
|
|
|
89
|
|
|
11
|
|
Operating margin
|
8.2
|
%
|
|
8.6
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
102
|
|
|
89
|
|
|
13
|
|
Depreciation and amortization
|
45
|
|
|
41
|
|
|
4
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2011
|
|
2010
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
3,551
|
|
|
3,082
|
|
|
469
|
|
Net sales variance
|
|
|
|
|
|
|||
Volume
|
(4)
|
%
|
|
|
|
|
||
Price
|
16
|
%
|
|
|
|
|
||
Currency
|
3
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
14
|
|
|
(12
|
)
|
|
26
|
|
Operating profit (loss)
|
459
|
|
|
243
|
|
|
216
|
|
Operating margin
|
12.9
|
%
|
|
7.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
5
|
|
|
5
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
469
|
|
|
252
|
|
|
217
|
|
Depreciation and amortization
|
96
|
|
|
117
|
|
|
(21
|
)
|
•
|
Net Cash Provided by Operating Activities
|
|
As of December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Trade receivables, net
|
827
|
|
|
871
|
|
|
827
|
|
Inventories
|
711
|
|
|
712
|
|
|
610
|
|
Trade payables - third party and affiliates
|
(649
|
)
|
|
(673
|
)
|
|
(673
|
)
|
Trade working capital
|
889
|
|
|
910
|
|
|
764
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
Senior Notes
|
•
|
Senior Credit Facilities
|
|
As of December 31, 2012
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
50
|
|
Letters of credit issued
|
70
|
|
Available for borrowing
|
108
|
|
|
As of December 31, 2012
|
|
||||||
|
Maximum
|
Estimate
|
Estimate, If Fully Drawn
|
Borrowing Capacity
|
||||
|
|
|
|
(In $ millions)
|
||||
First Lien Senior Secured Leverage Ratios
|
3.90
|
|
0.88
|
|
1.37
|
|
600
|
|
|
|
Authorized Amount
|
|
|
|
(In $ millions)
|
|
February 2008
|
|
400
|
|
October 2008
|
|
100
|
|
April 2011
|
|
129
|
|
October 2012
|
|
264
|
|
As of December 31, 2012
|
|
893
|
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through
|
|||||||||||||
|
2012
|
|
|
2011
|
|
2010
|
|
December 31, 2012
|
||||||||
|
|
|||||||||||||||
Shares repurchased
|
1,059,719
|
|
(1)
|
|
652,016
|
|
|
1,667,592
|
|
|
13,142,527
|
|
||||
Average purchase price per share
|
$
|
42.44
|
|
|
|
$
|
46.99
|
|
|
$
|
28.77
|
|
|
$
|
38.14
|
|
Amount spent on repurchased shares (in millions)
|
$
|
45
|
|
|
|
$
|
31
|
|
|
$
|
48
|
|
|
$
|
501
|
|
(1)
|
Ex
cludes
5,823
shares withheld from employee to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
|
|
Payments due by period
|
|
|||||||||||
|
Total
|
|
Less Than
1 Year
|
|
Years 2 & 3
|
|
Years 4 & 5
|
|
After 5
Years
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Fixed contractual debt obligations
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior notes
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
Term C loan facility
|
977
|
|
|
10
|
|
|
20
|
|
|
947
|
|
|
—
|
|
|
Credit linked revolving facility
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
Interest payments on debt and other obligations
|
1,256
|
|
(1)
|
186
|
|
|
323
|
|
|
277
|
|
|
470
|
|
|
Capital lease obligations
|
244
|
|
|
13
|
|
|
26
|
|
|
32
|
|
|
173
|
|
|
Other debt
|
327
|
|
(2)
|
145
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
Total
|
4,354
|
|
|
354
|
|
|
419
|
|
|
1,256
|
|
|
2,325
|
|
|
Operating leases
|
307
|
|
|
49
|
|
|
86
|
|
|
56
|
|
|
116
|
|
|
Uncertain tax positions, including interest and penalties
|
246
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
181
|
|
(3)
|
Unconditional purchase obligations
|
3,332
|
|
(4)
|
800
|
|
|
995
|
|
|
631
|
|
|
906
|
|
|
Pension and other postretirement funding obligations
|
731
|
|
(5)
|
55
|
|
|
220
|
|
|
216
|
|
|
240
|
|
|
Environmental and asset retirement obligations
|
166
|
|
|
58
|
|
|
47
|
|
|
19
|
|
|
42
|
|
|
Total
|
9,136
|
|
|
1,381
|
|
|
1,767
|
|
|
2,178
|
|
|
3,810
|
|
|
(1)
|
We
have outstanding interest rate swap agreements with a notional value of $1.1 billion that expire on January 2, 2014 that have the economic effect of modifying the variable rate obligations associated with our US term loans into fixed interest obligations. The impact of these interest rate swaps was factored into the calculation of the future interest payments on
long-term debt. Future interest expense is calculated using the rate in effect on
December 31, 2012
.
|
(2)
|
Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies and other bank obligations.
|
(3)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to our uncertain tax obligations, including interest and penalties. These amounts are therefore reflected in "After 5 Years".
|
(4)
|
Unconditional purchase obligations primarily represent the take-or-pay provisions included in certain long-term purchase agreements. We do not expect to incur material losses under these arrangements. These amounts also include other purchase obligations such as maintenance and service agreements, energy and utility agreements, consulting contracts, software agreements and other miscellaneous agreements and contracts, obtained via a survey of the Company.
|
(5)
|
Excludes expected payments from nonqualified trusts related to nonqualified pension plans of $202 million.
|
•
|
Recoverability of Long-Lived Assets
|
•
|
Income Taxes
|
•
|
Benefit Obligations
|
|
Change in Rate
|
|
Net Periodic Benefit Costs
|
||
|
|
|
(In $ millions)
|
||
US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
10
|
|
Decrease in the long-term expected rate of return on plan assets
(1)
|
0.50
|
%
|
|
11
|
|
US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
Non-US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
2
|
|
Non-US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
(1)
|
Ex
cludes nonqualified pension plans.
|
•
|
Accounting for Commitments and Contingencies
|
(1)
|
F
ixes the LIBOR portion of our US-dollar denominated variable rate borrowings. See
Note 13 - Debt
in the accompanying consolidated financial statements for further information.
|
|
Three Months Ended
|
|||||||||||
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|||||||||||
Net sales
|
1,633
|
|
|
1,675
|
|
|
1,609
|
|
|
1,501
|
|
|
Gross profit
|
270
|
|
|
331
|
|
|
324
|
|
|
267
|
|
|
Other (charges) gains, net
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
(13
|
)
|
|
Operating profit (loss)
|
98
|
|
|
164
|
|
|
163
|
|
|
86
|
|
|
Earnings (loss) from continuing operations
before tax
|
107
|
|
|
264
|
|
|
173
|
|
|
113
|
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
183
|
|
|
210
|
|
|
119
|
|
|
97
|
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Net earnings (loss)
|
183
|
|
|
210
|
|
|
117
|
|
|
95
|
|
|
Net earnings (loss) per share — basic
|
1.17
|
|
|
1.33
|
|
|
0.74
|
|
|
0.60
|
|
|
Net earnings (loss) per share — diluted
|
1.15
|
|
|
1.31
|
|
|
0.73
|
|
|
0.59
|
|
|
|
Three Months Ended
|
|||||||||||
|
March 31,
2011 |
|
June 30,
2011 |
|
September 30,
2011 |
|
December 31,
2011 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|||||||||||
Net sales
|
1,589
|
|
|
1,753
|
|
|
1,807
|
|
|
1,614
|
|
|
Gross profit
|
351
|
|
|
410
|
|
|
401
|
|
|
272
|
|
|
Other (charges) gains, net
|
3
|
|
|
(18
|
)
|
(1)
|
(24
|
)
|
(2)
|
(9
|
)
|
(3)
|
Operating profit (loss)
|
188
|
|
|
209
|
|
|
196
|
|
|
97
|
|
|
Earnings (loss) from continuing operations
before tax
|
180
|
|
|
280
|
|
|
201
|
|
|
94
|
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
138
|
|
|
205
|
|
|
167
|
|
|
96
|
|
|
Earnings (loss) from discontinued operations
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
Net earnings (loss)
|
142
|
|
|
203
|
|
|
167
|
|
|
95
|
|
|
Net earnings (loss) per share — basic
|
0.91
|
|
|
1.30
|
|
|
1.07
|
|
|
0.61
|
|
|
Net earnings (loss) per share — diluted
|
0.90
|
|
|
1.28
|
|
|
1.05
|
|
|
0.60
|
|
|
(1)
|
In
cludes $16 million in costs and $4 million of employee termination benefits related to the relocation and expansion of the Company's polyacetal ("POM") operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany.
|
(2)
|
In
cludes $14 million in costs and $1 million of employee termination benefits related to the relocation and expansion of the Company's POM operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany, and a $7 million unfavorable settlement in a resolution of a commercial dispute.
|
(3)
|
Inc
ludes $4 million in costs and $3 million of employee termination benefits related to the relocation of the Company's POM operations in Kelsterbach, Germany to Frankfurt Hoechst Industrial Park, Germany.
|
Plan Category
|
Number of Securities to be Issued upon Exercise of
Outstanding Options, Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options, Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding securities reflected in column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
1,811,518
|
|
(1)
|
$
|
30.31
|
|
|
25,332,510
|
|
(2)
|
Equity compensation plans not approved by security holders
(3)
|
424,870
|
|
(4)
|
$
|
29.58
|
|
|
—
|
|
|
Total
|
2,236,388
|
|
(5)
|
|
|
|
25,332,510
|
|
|
(1)
|
In
cludes
1,369,200
restricted stock units ("RSUs") granted under the Celanese Corporation 2009 Global Incentive Plan, as amended and restated April 19, 2012, (the "2009 Plan"), including shares that may be issued pursuant to outstanding performance-based RSUs, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.
|
(2)
|
In
cludes shares available for future issuance under the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the "ESPP").
As of December 31, 2012
, an aggregate of
14,000,000
shares of our Series A Common Stock were available for future issuance under the ESPP. No shares have been offered for purchase under the ESPP as of
December 31, 2012
.
|
(3)
|
Th
e shares to be issued under plans not approved by stockholders relate to the Celanese Corporation 2004 Stock Incentive Plan (the "2004 Plan"), which is our former broad-based stock incentive plan for executive officers, key employees and directors. No further awards were made pursuant to the 2004 Plan upon stockholder approval of the 2009 Plan in April 2009. The 2004 Plan and the 2009 Plan are described in more detail in
Note 19 - Management Compensation Plans
in the accompanying consolidated financial statements. Additionally, there are 28,046 shares of phantom stock for compensation for director services deferred by certain of our non-employee directors under the 2008 Deferred Compensation Plan which are not reflected in column (a). Each share of phantom stock represents the right to receive one share of Series A Common Stock.
|
(4)
|
In
cludes no outstanding RSUs granted under the 2004 Plan.
|
(5)
|
If t
he performance-based RSUs included in this total vest at the target level (as opposed to the stretch level), the aggregate awards outstanding at
December 31, 2012
would be
1,699,880
. This is comprised of
823,095
stock options,
387,183
time-based RSUs granted to employees,
44,095
time-based restricted stock awards granted to our Chief Executive Officer,
16,299
time-based RSUs granted to non-employee directors and
429,208
performance-based RSUs assuming target performance.
|
|
Page Number
|
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
Name:
|
Mark C. Rohr
|
|
Title:
|
Chairman of the Board of Directors and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARK C. ROHR
|
Director, Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 8, 2013
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ STEVEN M. STERIN
|
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
|
February 8, 2013
|
||
Steven M. Sterin
|
||||
|
|
|
||
/s/ CHRISTOPHER W. JENSEN
|
Senior Vice President, Finance
(Principal Accounting Officer)
|
February 8, 2013
|
||
Christopher W. Jensen
|
||||
|
|
|
||
/s/ JAMES E. BARLETT
|
Director
|
February 8, 2013
|
||
James E. Barlett
|
||||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 8, 2013
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 8, 2013
|
||
Jay V. Ihlenfeld
|
||||
|
|
|
||
/s/ MARTIN G. MCGUINN
|
Director
|
February 8, 2013
|
||
Martin G. McGuinn
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ PAUL H. O’NEILL
|
Director
|
February 8, 2013
|
||
Paul H. O’Neill
|
||||
|
|
|
||
/s/ DANIEL S. SANDERS
|
Director
|
February 8, 2013
|
||
Daniel S. Sanders
|
||||
|
|
|
||
/s/ FARAH M. WALTERS
|
Director
|
February 8, 2013
|
||
Farah M. Walters
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 8, 2013
|
||
John K. Wulff
|
|
Page Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
Cost of sales
|
(5,226
|
)
|
|
(5,329
|
)
|
|
(4,738
|
)
|
Gross profit
|
1,192
|
|
|
1,434
|
|
|
1,180
|
|
Selling, general and administrative expenses
|
(507
|
)
|
|
(536
|
)
|
|
(505
|
)
|
Amortization of intangible assets
|
(51
|
)
|
|
(62
|
)
|
|
(61
|
)
|
Research and development expenses
|
(102
|
)
|
|
(96
|
)
|
|
(70
|
)
|
Other (charges) gains, net
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
Foreign exchange gain (loss), net
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(3
|
)
|
|
(2
|
)
|
|
8
|
|
Operating profit (loss)
|
511
|
|
|
690
|
|
|
503
|
|
Equity in net earnings (loss) of affiliates
|
242
|
|
|
192
|
|
|
168
|
|
Interest expense
|
(185
|
)
|
|
(221
|
)
|
|
(204
|
)
|
Refinancing expense
|
(3
|
)
|
|
(3
|
)
|
|
(16
|
)
|
Interest income
|
2
|
|
|
3
|
|
|
7
|
|
Dividend income - cost investments
|
85
|
|
|
80
|
|
|
73
|
|
Other income (expense), net
|
5
|
|
|
14
|
|
|
7
|
|
Earnings (loss) from continuing operations before tax
|
657
|
|
|
755
|
|
|
538
|
|
Income tax (provision) benefit
|
(48
|
)
|
|
(149
|
)
|
|
(112
|
)
|
Earnings (loss) from continuing operations
|
609
|
|
|
606
|
|
|
426
|
|
Earnings (loss) from operation of discontinued operations
|
(6
|
)
|
|
2
|
|
|
(80
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
Income tax (provision) benefit from discontinued operations
|
2
|
|
|
(1
|
)
|
|
29
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
607
|
|
|
377
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Net earnings (loss) available to common stockholders
|
605
|
|
|
607
|
|
|
374
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
609
|
|
|
606
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
3.84
|
|
|
3.88
|
|
|
2.73
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.31
|
)
|
Net earnings (loss) - basic
|
3.82
|
|
|
3.89
|
|
|
2.42
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
3.81
|
|
|
3.81
|
|
|
2.69
|
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.31
|
)
|
Net earnings (loss) - diluted
|
3.79
|
|
|
3.82
|
|
|
2.38
|
|
Weighted average shares - basic
|
158,325,442
|
|
|
156,204,077
|
|
|
154,564,136
|
|
Weighted average shares - diluted
|
159,796,314
|
|
|
158,947,834
|
|
|
158,372,192
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
(1
|
)
|
Foreign currency translation
|
5
|
|
|
(27
|
)
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
7
|
|
|
27
|
|
|
17
|
|
Pension and postretirement benefits
|
(244
|
)
|
|
(180
|
)
|
|
(63
|
)
|
Total other comprehensive income (loss), net of tax
|
(232
|
)
|
|
(180
|
)
|
|
(10
|
)
|
Total comprehensive income (loss), net of tax
|
373
|
|
|
427
|
|
|
367
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
373
|
|
|
427
|
|
|
367
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions, except share data)
|
||||
ASSETS
|
|
|
|
||
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
959
|
|
|
682
|
|
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2012: $9; 2011: $9)
|
827
|
|
|
871
|
|
Non-trade receivables, net
|
209
|
|
|
235
|
|
Inventories
|
711
|
|
|
712
|
|
Deferred income taxes
|
49
|
|
|
104
|
|
Marketable securities, at fair value
|
53
|
|
|
64
|
|
Other assets
|
31
|
|
|
35
|
|
Total current assets
|
2,839
|
|
|
2,703
|
|
Investments in affiliates
|
800
|
|
|
824
|
|
Property, plant and equipment (net of accumulated depreciation - 2012: $1,506; 2011: $1,316)
|
3,350
|
|
|
3,269
|
|
Deferred income taxes
|
606
|
|
|
421
|
|
Other assets
|
463
|
|
|
344
|
|
Goodwill
|
777
|
|
|
760
|
|
Intangible assets, net
|
165
|
|
|
197
|
|
Total assets
|
9,000
|
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
168
|
|
|
144
|
|
Trade payables - third party and affiliates
|
649
|
|
|
673
|
|
Other liabilities
|
475
|
|
|
539
|
|
Deferred income taxes
|
25
|
|
|
17
|
|
Income taxes payable
|
38
|
|
|
12
|
|
Total current liabilities
|
1,355
|
|
|
1,385
|
|
Long-term debt
|
2,930
|
|
|
2,873
|
|
Deferred income taxes
|
50
|
|
|
92
|
|
Uncertain tax positions
|
181
|
|
|
182
|
|
Benefit obligations
|
1,602
|
|
|
1,492
|
|
Other liabilities
|
1,152
|
|
|
1,153
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2012: 183,629,237 issued and 159,642,401 outstanding; 2011: 179,385,105 issued and 156,463,811 outstanding)
|
—
|
|
|
—
|
|
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2012: 23,986,836 shares; 2011: 22,921,294 shares)
|
(905
|
)
|
|
(860
|
)
|
Additional paid-in capital
|
731
|
|
|
627
|
|
Retained earnings
|
2,986
|
|
|
2,424
|
|
Accumulated other comprehensive income (loss), net
|
(1,082
|
)
|
|
(850
|
)
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,341
|
|
Total liabilities and equity
|
9,000
|
|
|
8,518
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of the beginning of the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,600,000
|
|
|
—
|
|
Redemption of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,600,000
|
)
|
|
—
|
|
Balance as of the end of the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
156,463,811
|
|
|
—
|
|
|
155,759,293
|
|
|
—
|
|
|
144,394,069
|
|
|
—
|
|
Conversion of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,084,942
|
|
|
—
|
|
Redemption of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,437
|
|
|
—
|
|
Stock option exercises
|
3,751,825
|
|
|
—
|
|
|
842,342
|
|
|
—
|
|
|
800,347
|
|
|
—
|
|
Purchases of treasury stock
|
(1,065,542
|
)
|
|
—
|
|
|
(652,016
|
)
|
|
—
|
|
|
(1,667,592
|
)
|
|
—
|
|
Stock awards
|
492,307
|
|
|
—
|
|
|
514,192
|
|
|
—
|
|
|
140,090
|
|
|
—
|
|
Balance as of the end of the period
|
159,642,401
|
|
|
—
|
|
|
156,463,811
|
|
|
—
|
|
|
155,759,293
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
22,921,294
|
|
|
(860
|
)
|
|
22,269,278
|
|
|
(829
|
)
|
|
20,601,686
|
|
|
(781
|
)
|
Purchases of treasury stock, including related fees
|
1,065,542
|
|
|
(45
|
)
|
|
652,016
|
|
|
(31
|
)
|
|
1,667,592
|
|
|
(48
|
)
|
Balance as of the end of the period
|
23,986,836
|
|
|
(905
|
)
|
|
22,921,294
|
|
|
(860
|
)
|
|
22,269,278
|
|
|
(829
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
627
|
|
|
|
|
574
|
|
|
|
|
522
|
|
||
Stock-based compensation, net of tax
|
|
|
|
12
|
|
|
|
|
17
|
|
|
|
|
19
|
|
||
Stock option exercises, net of tax
|
|
|
|
92
|
|
|
|
|
36
|
|
|
|
|
33
|
|
||
Balance as of the end of the period
|
|
|
|
731
|
|
|
|
|
627
|
|
|
|
|
574
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
2,424
|
|
|
|
|
1,851
|
|
|
|
|
1,505
|
|
||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
605
|
|
|
|
|
607
|
|
|
|
|
377
|
|
||
Series A common stock dividends
|
|
|
|
(43
|
)
|
|
|
|
(34
|
)
|
|
|
|
(28
|
)
|
||
Preferred stock dividends
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(3
|
)
|
|||
Balance as of the end of the period
|
|
|
|
2,986
|
|
|
|
|
2,424
|
|
|
|
|
1,851
|
|
||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
(850
|
)
|
|
|
|
(670
|
)
|
|
|
|
(660
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
|
|
(232
|
)
|
|
|
|
(180
|
)
|
|
|
|
(10
|
)
|
||
Balance as of the end of the period
|
|
|
|
(1,082
|
)
|
|
|
|
(850
|
)
|
|
|
|
(670
|
)
|
||
Total Celanese Corporation stockholders’ equity
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
|
|
|
926
|
|
||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Balance as of the end of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Total equity
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
|
|
|
926
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
(12
|
)
|
|
(6
|
)
|
|
(5
|
)
|
Depreciation, amortization and accretion
|
320
|
|
|
311
|
|
|
300
|
|
Deferred income taxes, net
|
(73
|
)
|
|
93
|
|
|
15
|
|
(Gain) loss on disposition of businesses and assets, net
|
3
|
|
|
1
|
|
|
(8
|
)
|
Refinancing expense
|
3
|
|
|
3
|
|
|
16
|
|
Other, net
|
53
|
|
|
56
|
|
|
11
|
|
Operating cash provided by (used in) discontinued operations
|
2
|
|
|
(9
|
)
|
|
8
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
50
|
|
|
(83
|
)
|
|
(90
|
)
|
Inventories
|
6
|
|
|
(112
|
)
|
|
(98
|
)
|
Other assets
|
9
|
|
|
17
|
|
|
9
|
|
Trade payables - third party and affiliates
|
5
|
|
|
22
|
|
|
19
|
|
Other liabilities
|
(249
|
)
|
|
(262
|
)
|
|
(102
|
)
|
Net cash provided by (used in) operating activities
|
722
|
|
|
638
|
|
|
452
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(361
|
)
|
|
(349
|
)
|
|
(201
|
)
|
Acquisitions, net of cash acquired
|
(23
|
)
|
|
(8
|
)
|
|
(46
|
)
|
Proceeds from sale of businesses and assets, net
|
1
|
|
|
6
|
|
|
26
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
159
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
(49
|
)
|
|
(204
|
)
|
|
(312
|
)
|
Other, net
|
(68
|
)
|
|
(45
|
)
|
|
(27
|
)
|
Net cash provided by (used in) investing activities
|
(500
|
)
|
|
(441
|
)
|
|
(560
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
2
|
|
|
(13
|
)
|
|
(31
|
)
|
Proceeds from short-term borrowings
|
71
|
|
|
70
|
|
|
70
|
|
Repayments of short-term borrowings
|
(71
|
)
|
|
(73
|
)
|
|
(55
|
)
|
Proceeds from long-term debt
|
550
|
|
|
411
|
|
|
600
|
|
Repayments of long-term debt
|
(489
|
)
|
|
(591
|
)
|
|
(897
|
)
|
Refinancing costs
|
(9
|
)
|
|
(8
|
)
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(45
|
)
|
|
(31
|
)
|
|
(48
|
)
|
Stock option exercises
|
62
|
|
|
20
|
|
|
14
|
|
Series A common stock dividends
|
(43
|
)
|
|
(34
|
)
|
|
(28
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Other, net
|
21
|
|
|
(4
|
)
|
|
14
|
|
Net cash provided by (used in) financing activities
|
49
|
|
|
(253
|
)
|
|
(388
|
)
|
Exchange rate effects on cash and cash equivalents
|
6
|
|
|
(2
|
)
|
|
(18
|
)
|
Net increase (decrease) in cash and cash equivalents
|
277
|
|
|
(58
|
)
|
|
(514
|
)
|
Cash and cash equivalents as of beginning of period
|
682
|
|
|
740
|
|
|
1,254
|
|
Cash and cash equivalents as of end of period
|
959
|
|
|
682
|
|
|
740
|
|
•
|
Consolidation principles
|
•
|
Estimates and assumptions
|
•
|
Cash and cash equivalents
|
•
|
Inventories
|
•
|
Investments in marketable securities
|
•
|
Investments in affiliates
|
•
|
Property, plant and equipment, net
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Goodwill and other intangible assets
|
•
|
Financial instruments
|
•
|
Concentrations of credit risk
|
•
|
Allowance for doubtful accounts
|
•
|
Deferred financing costs
|
•
|
Environmental liabilities
|
•
|
Legal fees
|
•
|
Revenue recognition
|
•
|
Research and development
|
•
|
Insurance loss reserves
|
•
|
Income taxes
|
•
|
Functional and reporting currencies
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(5
|
)
|
|
(4
|
)
|
|
(15
|
)
|
Asset impairments
|
(8
|
)
|
|
—
|
|
|
(72
|
)
|
Total exit costs recorded to Other (charges) gains, net
|
(13
|
)
|
|
(4
|
)
|
|
(87
|
)
|
|
|
|
|
|
|
|||
Accelerated depreciation
|
(6
|
)
|
|
(7
|
)
|
|
(6
|
)
|
Other
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
Total plant shutdown costs
|
(11
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
Asset impairments
|
—
|
|
|
—
|
|
|
(1
|
)
|
Contract termination costs
|
—
|
|
|
—
|
|
|
(3
|
)
|
Reindustrialization costs
|
—
|
|
|
—
|
|
|
(3
|
)
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
Total exit costs recorded to Other (charges) gains, net
|
(2
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
|
|
|
|
|
|||
Gain (loss) on disposition of assets, net
|
—
|
|
|
1
|
|
|
—
|
|
Inventory write-offs
|
—
|
|
|
—
|
|
|
(4
|
)
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
(8
|
)
|
|
(4
|
)
|
|
(8
|
)
|
Total plant shutdown costs
|
(8
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Realized gain on sale of securities
|
—
|
|
|
—
|
|
|
8
|
|
Realized loss on sale of securities
|
—
|
|
|
—
|
|
|
—
|
|
Net realized gain (loss) on sale of securities
|
—
|
|
|
—
|
|
|
8
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Cost basis
|
53
|
|
|
64
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
53
|
|
|
64
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
836
|
|
|
880
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(9
|
)
|
Trade receivables - third party and affiliates, net
|
827
|
|
|
871
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
80
|
|
|
82
|
|
Reinsurance receivables
|
22
|
|
|
24
|
|
Income taxes receivable
|
53
|
|
|
66
|
|
Other
|
55
|
|
|
64
|
|
Allowance for doubtful accounts - other
|
(1
|
)
|
|
(1
|
)
|
Non-trade receivables, net
|
209
|
|
|
235
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Finished goods
|
514
|
|
|
511
|
|
Work-in-process
|
42
|
|
|
38
|
|
Raw materials and supplies
|
155
|
|
|
163
|
|
Total
|
711
|
|
|
712
|
|
|
Ownership
Percentage
as of
|
|
Carrying
Value as of
|
|
Share of
Earnings (Loss)
Year Ended
|
|
Dividends and
Other Distributions
Year Ended
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
55
|
|
|
54
|
|
|
130
|
|
|
112
|
|
|
81
|
|
|
(126
|
)
|
|
(111
|
)
|
|
(84
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
92
|
|
|
87
|
|
|
9
|
|
|
7
|
|
|
5
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
153
|
|
|
150
|
|
|
19
|
|
|
23
|
|
|
20
|
|
|
(23
|
)
|
|
(22
|
)
|
|
(20
|
)
|
Polyplastics Co., Ltd.
(3)
|
45
|
|
45
|
|
138
|
|
|
202
|
|
|
32
|
|
|
19
|
|
|
37
|
|
|
(81
|
)
|
|
(45
|
)
|
|
(10
|
)
|
Una SA
(1)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
39
|
|
36
|
|
|
33
|
|
|
9
|
|
|
10
|
|
|
4
|
|
|
(7
|
)
|
|
(3
|
)
|
|
(2
|
)
|
InfraServ GmbH & Co. Hoechst KG
(4)
|
32
|
|
32
|
|
143
|
|
|
125
|
|
|
38
|
|
|
16
|
|
|
16
|
|
|
(18
|
)
|
|
(16
|
)
|
|
(18
|
)
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
27
|
|
22
|
|
|
21
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|
(4
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(2)
|
10
|
|
10
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
644
|
|
|
677
|
|
|
242
|
|
|
192
|
|
|
168
|
|
|
(262
|
)
|
|
(205
|
)
|
|
(138
|
)
|
(1)
|
T
he Company divested this investment in March 2011.
|
(2)
|
T
he Company accounts for its ownership interest in Sherbrooke Capital Health and Wellness, L.P. under the equity method of accounting because the Company is able to exercise significant influence.
|
(3)
|
D
uring the year ended December 31, 2012, the Company amended its existing joint venture and other related agreements with Polyplastics Co., Ltd. The amended agreements, among other items, modified certain dividend rights, resulting in a net cash dividend payment to the Company of
$72 million
during the three months ended March 31, 2012.
|
(4)
|
In
fraServ GmbH & Co. Hoechst KG is owned primarily by an entity included in the Company's Other Activities. The Company's Consumer Specialties segment and Acetyl Intermediates segment also each hold an ownership percentage. During the year ended December 31, 2012, a subsidiary of InfraServ GmbH & Co. Hoechst KG restructured its debt resulting in additional net earnings of affiliates of
$22 million
attributable to the Company.
|
|
As of September 30,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Current assets
|
379
|
|
|
350
|
|
Noncurrent assets
|
205
|
|
|
210
|
|
Current liabilities
|
172
|
|
|
162
|
|
Noncurrent liabilities
|
56
|
|
|
41
|
|
|
Twelve Months Ended
September 30,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Revenues
|
1,328
|
|
|
1,204
|
|
|
923
|
|
Gross profit
|
659
|
|
|
546
|
|
|
403
|
|
Net income
|
582
|
|
|
481
|
|
|
357
|
|
|
Ownership
Percentage
as of
|
|
Carrying
Value
as of
|
|
Dividend
Income for the
Year Ended
|
|||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
13
|
|
|
12
|
|
|
11
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
106
|
|
|
97
|
|
|
59
|
|
|
56
|
|
|
51
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
11
|
|
|
10
|
|
|
9
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
6
|
|
|
6
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Other
|
|
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
156
|
|
|
147
|
|
|
85
|
|
|
80
|
|
|
73
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
163
|
|
|
190
|
|
|
169
|
|
Sales
|
1
|
|
|
10
|
|
|
8
|
|
Interest income
|
—
|
|
|
1
|
|
|
1
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
11
|
|
|
15
|
|
Total due from affiliates
|
11
|
|
|
15
|
|
|
|
|
|
||
Short-term borrowings
|
36
|
|
|
34
|
|
Trade payables
|
9
|
|
|
4
|
|
Current Other liabilities
|
6
|
|
|
8
|
|
Total due to affiliates
|
51
|
|
|
46
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Land
|
49
|
|
|
56
|
|
Land improvements
|
45
|
|
|
41
|
|
Buildings and building improvements
|
675
|
|
|
636
|
|
Machinery and equipment
|
3,760
|
|
|
3,514
|
|
Construction in progress
|
327
|
|
|
338
|
|
Gross asset value
|
4,856
|
|
|
4,585
|
|
Accumulated depreciation
|
(1,506
|
)
|
|
(1,316
|
)
|
Net book value
|
3,350
|
|
|
3,269
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Buildings
|
34
|
|
|
33
|
|
Machinery and equipment
|
290
|
|
|
274
|
|
Accumulated depreciation
|
(122
|
)
|
|
(96
|
)
|
Net book value
|
202
|
|
|
211
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
7
|
|
|
4
|
|
|
2
|
|
Depreciation expense
|
261
|
|
|
232
|
|
|
195
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2010
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
299
|
|
|
249
|
|
|
35
|
|
|
191
|
|
|
774
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
299
|
|
|
249
|
|
|
35
|
|
|
191
|
|
|
774
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Exchange rate changes
|
(5
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(15
|
)
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Exchange rate changes
|
3
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
10
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
||||||
|
(In $ millions)
|
|
||||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
30
|
|
|
526
|
|
|
20
|
|
|
23
|
|
|
599
|
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|
|
Exchange rate changes
|
2
|
|
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
|
As of December 31, 2011
|
32
|
|
|
513
|
|
|
27
|
|
|
22
|
|
|
594
|
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
4
|
|
|
3
|
|
|
6
|
|
|
13
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
|
As of December 31, 2012
|
32
|
|
|
525
|
|
|
30
|
|
|
28
|
|
|
615
|
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2010
|
(10
|
)
|
|
(395
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
(430
|
)
|
|
|
Amortization
|
(3
|
)
|
|
(52
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(62
|
)
|
|
|
Exchange rate changes
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
|
As of December 31, 2011
|
(13
|
)
|
|
(433
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(478
|
)
|
|
|
Amortization
|
(3
|
)
|
|
(40
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(51
|
)
|
|
|
Exchange rate changes
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
|
As of December 31, 2012
|
(16
|
)
|
|
(480
|
)
|
|
(17
|
)
|
|
(23
|
)
|
|
(536
|
)
|
|
|
Net book value
|
16
|
|
|
45
|
|
|
13
|
|
|
5
|
|
|
79
|
|
|
(1)
|
W
eighted average amortization period of intangible assets acquired was
6 years
.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Salaries and benefits
|
74
|
|
|
101
|
|
Environmental (
Note 15
)
|
21
|
|
|
25
|
|
Restructuring (
Note 17
)
|
30
|
|
|
44
|
|
Insurance
|
15
|
|
|
19
|
|
Asset retirement obligations
|
38
|
|
|
22
|
|
Derivatives (
Note 21
)
|
23
|
|
|
26
|
|
Current portion of benefit obligations (
Note 14
)
|
47
|
|
|
47
|
|
Interest
|
23
|
|
|
25
|
|
Sales and use tax/foreign withholding tax payable
|
17
|
|
|
16
|
|
Uncertain tax positions (
Note 18
)
|
65
|
|
|
70
|
|
Customer rebates
|
44
|
|
|
55
|
|
Other
|
78
|
|
|
89
|
|
Total
|
475
|
|
|
539
|
|
(1)
|
P
rimarily relates to proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to cease operations and sell its Kelsterbach, Germany manufacturing site, included in the Advanced Engineered Materials seg
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
64
|
|
|
77
|
|
|
67
|
|
Additions
(1)
|
3
|
|
|
—
|
|
|
—
|
|
Accretion
|
3
|
|
|
3
|
|
|
3
|
|
Payments
|
(12
|
)
|
|
(10
|
)
|
|
(15
|
)
|
Revisions to cash flow estimates
(2)
|
5
|
|
|
(5
|
)
|
|
23
|
|
Exchange rate changes
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
Balance at end of year
|
64
|
|
|
64
|
|
|
77
|
|
(1)
|
Pr
imarily relates to sites which management no longer considers to have an indeterminate life.
|
(2)
|
Pr
imarily relates to revisions to the estimated cost of future plant closures.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
60
|
|
|
38
|
|
Short-term borrowings, including amounts due to affiliates
|
108
|
|
|
106
|
|
Total
|
168
|
|
|
144
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C loan due 2016
|
977
|
|
|
1,386
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
—
|
|
Credit-linked revolving facility due 2014, interest rate of 1.8%
|
50
|
|
|
—
|
|
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030
|
182
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
244
|
|
|
248
|
|
Other bank obligations due 2017, interest rate of 5.9%
|
37
|
|
|
95
|
|
Subtotal
|
2,990
|
|
|
2,911
|
|
Current installments of long-term debt
|
(60
|
)
|
|
(38
|
)
|
Total
|
2,930
|
|
|
2,873
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Interest expense
|
4
|
|
|
4
|
|
|
7
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Noncurrent Other assets
|
30
|
|
|
28
|
|
|
As of December 31, 2012
|
||||
|
Estimated Total Net
Leverage Ratio |
|
Estimated
Margin
|
||
Credit-linked revolving facility
|
1.60
|
|
|
1.50
|
%
|
Term C
|
1.60
|
|
|
2.75
|
%
|
Credit-Linked Revolving Facility
|
|
Term C Loan Facility
|
||
Total Net Leverage Ratio
|
Margin over LIBOR
or EURIBOR
|
|
Total Net Leverage Ratio
|
Margin over LIBOR
or EURIBOR
|
< = 2.25
|
1.50 %
|
|
< = 1.75
|
2.75 %
|
> 2.25
|
1.75 %
|
|
> 1.75 and < = 2.25
|
3.00 %
|
|
|
|
> 2.25
|
3.25 %
|
|
As of December 31, 2012
|
||||||||||
|
First Lien Senior Secured Leverage Ratio
|
|
|
||||||||
|
|
|
|
|
Estimate, if Fully Drawn
|
|
Borrowing
Capacity
|
||||
|
Maximum
|
|
Estimate
|
|
|
||||||
|
|
|
|
|
|
|
(In $ millions)
|
||||
Revolving credit facility
|
3.90
|
|
|
0.88
|
|
|
1.37
|
|
|
600
|
|
|
As of December 31,
2012 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
50
|
|
Letters of credit issued
|
70
|
|
Available for borrowing
|
108
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, any underfunding may be borne by the remaining participants, especially since regulations strictly enforce funding requirements.
|
•
|
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
17
|
|
|
15
|
|
|
14
|
|
Multiemployer pension plan
|
6
|
|
|
6
|
|
|
6
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,761
|
|
|
3,533
|
|
|
281
|
|
|
282
|
|
Service cost
|
28
|
|
|
28
|
|
|
1
|
|
|
1
|
|
Interest cost
|
170
|
|
|
182
|
|
|
11
|
|
|
13
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
21
|
|
Plan amendments
|
—
|
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
Net actuarial (gain) loss
(1)
|
466
|
|
|
274
|
|
|
12
|
|
|
13
|
|
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlements
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
|
(242
|
)
|
|
(236
|
)
|
|
(46
|
)
|
|
(53
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
6
|
|
|
4
|
|
Curtailments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
16
|
|
|
(15
|
)
|
|
1
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
4,199
|
|
|
3,761
|
|
|
292
|
|
|
281
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,562
|
|
|
2,460
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
294
|
|
|
169
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
270
|
|
|
181
|
|
|
24
|
|
|
32
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
21
|
|
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefits paid
(3)
|
(242
|
)
|
|
(236
|
)
|
|
(46
|
)
|
|
(53
|
)
|
Exchange rate changes
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
2,896
|
|
|
2,562
|
|
|
—
|
|
|
—
|
|
Funded Status as of end of period
|
(1,303
|
)
|
|
(1,199
|
)
|
|
(292
|
)
|
|
(281
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
26
|
|
|
27
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(23
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|
(25
|
)
|
Benefit obligations
|
(1,306
|
)
|
|
(1,204
|
)
|
|
(268
|
)
|
|
(256
|
)
|
Net amount recognized
|
(1,303
|
)
|
|
(1,199
|
)
|
|
(292
|
)
|
|
(281
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(2)
|
1,326
|
|
|
994
|
|
|
(21
|
)
|
|
(35
|
)
|
Prior service (benefit) cost
|
6
|
|
|
7
|
|
|
4
|
|
|
1
|
|
Net amount recognized
|
1,332
|
|
|
1,001
|
|
|
(17
|
)
|
|
(34
|
)
|
(1)
|
Primarily relates to change in discount rates.
|
(2)
|
Amount includes accumulated other comprehensive losses of $
9 million
and gains of $
1 million
as of
December 31, 2012
and
2011
, respectively, related to the Company's equity method investments' pension plans. Amount shown net of an income tax benefit of
$307 million
and
$203 million
as of
December 31, 2012
and
2011
, respectively, in the consolidated statements of equity (
Note 16
).
|
(3)
|
Includes benefit payments to nonqualified pension plans of
$22 million
and
$22 million
as of
December 31, 2012
and
2011
, respectively.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
3,986
|
|
|
3,540
|
|
Fair value of plan assets
|
2,657
|
|
|
2,314
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,881
|
|
|
3,468
|
|
Fair value of plan assets
|
2,654
|
|
|
2,300
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
4,096
|
|
|
3,697
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
28
|
|
|
28
|
|
|
30
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Interest cost
|
170
|
|
|
182
|
|
|
188
|
|
|
11
|
|
|
13
|
|
|
15
|
|
Expected return on plan assets
|
(206
|
)
|
|
(202
|
)
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
57
|
|
|
29
|
|
|
8
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(4
|
)
|
Curtailment (gain) loss
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
50
|
|
|
36
|
|
|
26
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Net actuarial (gain) loss
|
93
|
|
|
—
|
|
Prior service cost
|
1
|
|
|
—
|
|
Total
|
94
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
53
|
|
|
64
|
|
Noncurrent Other assets, consisting of insurance contracts
|
66
|
|
|
69
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
21
|
|
Benefit obligations
|
264
|
|
|
248
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
17
|
|
|
18
|
|
|
18
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
|
As of December 31,
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
3.80
|
|
4.60
|
|
3.40
|
|
4.30
|
International plans
|
3.55
|
|
4.70
|
|
3.82
|
|
4.10
|
Combined
|
3.77
|
|
4.61
|
|
3.45
|
|
4.28
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
4.00
|
|
4.00
|
|
|
|
|
International plans
|
2.85
|
|
2.63
|
|
|
|
|
Combined
|
3.81
|
|
3.58
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.60
|
|
5.30
|
|
5.90
|
|
4.30
|
|
4.90
|
|
5.50
|
International plans
|
4.70
|
|
5.05
|
|
5.41
|
|
4.04
|
|
4.95
|
|
5.49
|
Combined
|
4.61
|
|
5.26
|
|
5.83
|
|
4.27
|
|
4.91
|
|
5.50
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
8.50
|
|
8.50
|
|
8.50
|
|
|
|
|
|
|
International plans
|
6.00
|
|
6.00
|
|
6.07
|
|
|
|
|
|
|
Combined
|
8.06
|
|
8.06
|
|
8.06
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.00
|
|
4.00
|
|
4.00
|
|
|
|
|
|
|
International plans
|
2.88
|
|
2.66
|
|
2.94
|
|
|
|
|
|
|
Combined
|
3.84
|
|
3.58
|
|
3.84
|
|
|
|
|
|
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
5
|
|
|
6
|
|
Service and interest cost
|
—
|
|
|
—
|
|
|
US
Plans
|
|
International Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
53
|
|
81
|
Equities - domestic to plans
|
26
|
|
13
|
Equities - international to plans
|
20
|
|
3
|
Other
|
1
|
|
3
|
Total
|
100
|
|
100
|
|
Fair Value Measurement
|
|||||||||||||
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Total
|
|||||||||
|
As of December 31,
|
|||||||||||||
|
2012
|
2011
|
|
2012
|
2011
|
|
2012
|
2011
|
||||||
|
(In $ millions)
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
15
|
|
14
|
|
|
—
|
|
—
|
|
|
15
|
|
14
|
|
Common/collective trusts
|
|
|
|
|
|
|
|
|
||||||
Loans
|
—
|
|
—
|
|
|
55
|
|
—
|
|
|
55
|
|
—
|
|
Equities
|
—
|
|
—
|
|
|
176
|
|
153
|
|
|
176
|
|
153
|
|
Derivatives
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
—
|
|
|
10
|
|
10
|
|
|
10
|
|
10
|
|
Other
|
—
|
|
—
|
|
|
1
|
|
—
|
|
|
1
|
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
||||||
US companies
|
359
|
|
327
|
|
|
—
|
|
—
|
|
|
359
|
|
327
|
|
International companies
|
450
|
|
358
|
|
|
—
|
|
—
|
|
|
450
|
|
358
|
|
Fixed income
|
|
|
|
|
|
|
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
—
|
|
|
2
|
|
6
|
|
|
2
|
|
6
|
|
Corporate debt
|
—
|
|
1
|
|
|
822
|
|
761
|
|
|
822
|
|
762
|
|
Treasuries, other debt
|
102
|
|
36
|
|
|
349
|
|
375
|
|
|
451
|
|
411
|
|
Mortgage backed securities
|
—
|
|
—
|
|
|
31
|
|
44
|
|
|
31
|
|
44
|
|
Registered investment companies
|
—
|
|
—
|
|
|
278
|
|
282
|
|
|
278
|
|
282
|
|
Securities lending collateral
|
10
|
|
63
|
|
|
—
|
|
—
|
|
|
10
|
|
63
|
|
Short-term investments
|
—
|
|
—
|
|
|
229
|
|
186
|
|
|
229
|
|
186
|
|
Insurance contracts
|
—
|
|
—
|
|
|
31
|
|
29
|
|
|
31
|
|
29
|
|
Other
|
22
|
|
7
|
|
|
8
|
|
10
|
|
|
30
|
|
17
|
|
Total assets
|
958
|
|
806
|
|
|
1,992
|
|
1,856
|
|
|
2,950
|
|
2,662
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
—
|
|
|
10
|
|
10
|
|
|
10
|
|
10
|
|
Other
|
—
|
|
—
|
|
|
—
|
|
1
|
|
|
—
|
|
1
|
|
Obligations under securities lending
|
10
|
|
63
|
|
|
—
|
|
—
|
|
|
10
|
|
63
|
|
Total liabilities
|
10
|
|
63
|
|
|
10
|
|
11
|
|
|
20
|
|
74
|
|
Total net assets
(1)
|
948
|
|
743
|
|
|
1,982
|
|
1,845
|
|
|
2,930
|
|
2,588
|
|
(1)
|
Total net assets excludes non-financial plan receivables and payables of
$29 million
and
$63 million
, respectively, as of
December 31, 2012
and
$38 million
and
$64 million
, respectively, as of
December 31, 2011
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
As of the beginning of the year
|
—
|
|
|
26
|
|
Unrealized gain (loss)
|
—
|
|
|
3
|
|
Purchases, sales, issuances and settlements, net
|
—
|
|
|
(29
|
)
|
As of the end of the year
|
—
|
|
|
—
|
|
|
|
|
Postretirement Benefit
|
|||||
|
Pension
Benefit
Payments
(1)
|
|
Payments
|
|
Expected
Federal
Subsidy
|
|||
|
(In $ millions)
|
|||||||
2013
|
237
|
|
|
54
|
|
|
6
|
|
2014
|
236
|
|
|
55
|
|
|
6
|
|
2015
|
236
|
|
|
56
|
|
|
6
|
|
2016
|
237
|
|
|
55
|
|
|
2
|
|
2017
|
241
|
|
|
54
|
|
|
2
|
|
2018-2021
|
1,250
|
|
|
260
|
|
|
6
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Long-term disability
|
22
|
|
|
26
|
|
Other
|
6
|
|
|
6
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Capital expenditures
|
40
|
|
|
30
|
|
|
19
|
|
Other expenditures
(1)
|
45
|
|
|
41
|
|
|
47
|
|
(1)
|
Includes expenditures for US Superfund sites of
$2 million
,
$2 million
and
$2 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Cost of sales
|
10
|
|
|
2
|
|
|
1
|
|
Selling, general and administrative expenses
|
3
|
|
|
6
|
|
|
8
|
|
|
As of December 31, 2012
|
||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
(In percentages)
|
|
(In $ millions)
|
||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
10
|
|
11
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
22
|
|
1
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
74
|
(1)
|
Gross reserves maintained by the respective InfraServ entity.
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through
|
|||||||||||||
|
2012
|
|
|
2011
|
|
2010
|
|
December 31, 2012
|
||||||||
Shares repurchased
|
1,059,719
|
|
(1)
|
|
652,016
|
|
|
1,667,592
|
|
|
13,142,527
|
|
||||
Average purchase price per share
|
$
|
42.44
|
|
|
|
$
|
46.99
|
|
|
$
|
28.77
|
|
|
$
|
38.14
|
|
Amount spent on repurchased shares (in millions)
|
$
|
45
|
|
|
|
$
|
31
|
|
|
$
|
48
|
|
|
$
|
501
|
|
(1)
|
Ex
cludes
5,823
shares withheld from employee to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|||||||||
|
(In $ millions)
|
|||||||||||||||||||||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Foreign currency translation
|
13
|
|
|
(8
|
)
|
|
5
|
|
|
(29
|
)
|
|
2
|
|
|
(27
|
)
|
|
26
|
|
|
11
|
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
10
|
|
|
(3
|
)
|
|
7
|
|
|
37
|
|
|
(10
|
)
|
|
27
|
|
|
32
|
|
|
(15
|
)
|
|
17
|
|
Pension and postretirement benefits
|
(348
|
)
|
|
104
|
|
|
(244
|
)
|
|
(290
|
)
|
|
110
|
|
|
(180
|
)
|
|
(102
|
)
|
|
39
|
|
|
(63
|
)
|
Total
|
(325
|
)
|
|
93
|
|
|
(232
|
)
|
|
(282
|
)
|
|
102
|
|
|
(180
|
)
|
|
(44
|
)
|
|
34
|
|
|
(10
|
)
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
|
|
Foreign
Currency
Translation
|
|
Unrealized
Gain (Loss)
on Interest
Rate Swaps
|
|
Pension
and
Postretirement
Benefits
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2009
|
—
|
|
|
(38
|
)
|
|
(101
|
)
|
|
(521
|
)
|
|
(660
|
)
|
Current period change
|
—
|
|
|
26
|
|
|
32
|
|
|
(102
|
)
|
|
(44
|
)
|
Income tax (provision) benefit
|
(1
|
)
|
|
11
|
|
|
(15
|
)
|
|
39
|
|
|
34
|
|
As of December 31, 2010
|
(1
|
)
|
|
(1
|
)
|
|
(84
|
)
|
|
(584
|
)
|
|
(670
|
)
|
Current period change
|
—
|
|
|
(29
|
)
|
|
37
|
|
|
(290
|
)
|
|
(282
|
)
|
Income tax (provision) benefit
|
—
|
|
|
2
|
|
|
(10
|
)
|
|
110
|
|
|
102
|
|
As of December 31, 2011
|
(1
|
)
|
|
(28
|
)
|
|
(57
|
)
|
|
(764
|
)
|
|
(850
|
)
|
Current period change
|
—
|
|
|
13
|
|
|
10
|
|
|
(348
|
)
|
|
(325
|
)
|
Income tax (provision) benefit
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
104
|
|
|
93
|
|
As of December 31, 2012
|
(1
|
)
|
|
(23
|
)
|
|
(50
|
)
|
|
(1,008
|
)
|
|
(1,082
|
)
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(6
|
)
|
|
(22
|
)
|
|
(32
|
)
|
Kelsterbach plant relocation (
Note 27
)
|
(7
|
)
|
|
(47
|
)
|
|
(26
|
)
|
Plumbing actions (
Note 23
)
|
5
|
|
|
6
|
|
|
59
|
|
Insurance recoveries (
Note 28
)
|
—
|
|
|
—
|
|
|
18
|
|
Asset impairments
|
(8
|
)
|
|
(1
|
)
|
|
(74
|
)
|
Plant/office closures
|
—
|
|
|
—
|
|
|
(4
|
)
|
Commercial disputes
|
2
|
|
|
15
|
|
|
13
|
|
Other
|
—
|
|
|
1
|
|
|
—
|
|
Total
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
3
|
|
|
16
|
|
|
—
|
|
|
24
|
|
|
10
|
|
|
53
|
|
Additions
|
8
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|
21
|
|
Cash payments
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(20
|
)
|
|
(4
|
)
|
|
(28
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Exchange rate changes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2011
|
8
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
42
|
|
Additions
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
8
|
|
Cash payments
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(19
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Exchange rate changes
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
As of December 31, 2012
|
6
|
|
|
13
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
29
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Total
|
6
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|
7
|
|
|
30
|
|
(1)
|
In
cludes aggregate earnings generated by operations in Bermuda, Luxembourg, the Netherlands and Hong Kong of
$320 million
,
$321 million
and
$260 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively, which have an aggregate effective income tax rate of
5.6%
,
2.5%
and
3.7%
for each year, respectively.
|
|
Year Ended December 31,
|
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|
|||
|
(In $ millions, except percentages)
|
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
230
|
|
|
264
|
|
|
188
|
|
|
Change in valuation allowance
|
27
|
|
|
7
|
|
|
39
|
|
|
Equity income and dividends
|
(31
|
)
|
|
(25
|
)
|
|
(41
|
)
|
|
(Income) expense not resulting in tax impact, net
|
(39
|
)
|
|
(16
|
)
|
|
8
|
|
|
US tax effect of foreign earnings and dividends
|
42
|
|
|
48
|
|
|
28
|
|
|
Foreign tax credits
|
(187
|
)
|
|
(66
|
)
|
|
(33
|
)
|
|
Other foreign tax rate differentials
|
(8
|
)
|
|
(61
|
)
|
|
(11
|
)
|
|
Legislative changes
|
—
|
|
|
—
|
|
|
(71
|
)
|
(1)
|
Tax-deductible interest on foreign equity investments and other related
items
|
11
|
|
|
(3
|
)
|
|
(3
|
)
|
|
State income taxes, net of federal benefit
|
9
|
|
|
10
|
|
|
5
|
|
|
Other, net
|
(6
|
)
|
|
(9
|
)
|
|
3
|
|
|
Income tax provision (benefit)
|
48
|
|
|
149
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
7
|
%
|
|
20
|
%
|
|
21
|
%
|
|
(1)
|
R
epresents the impact of Miscellaneous Tax Resolutions issued by the Mexican tax authority to clarify various provisions included in the 2010 Mexican Tax Reform Bill.
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
579
|
|
|
529
|
|
Accrued expenses
|
58
|
|
|
57
|
|
Inventory
|
—
|
|
|
1
|
|
Net operating loss
|
398
|
|
|
359
|
|
Tax credit carryforwards
|
206
|
|
|
94
|
|
Other
|
370
|
|
|
159
|
|
Subtotal
|
1,611
|
|
|
1,199
|
|
Valuation allowance
(1)
|
(399
|
)
|
|
(363
|
)
|
Total
|
1,212
|
|
|
836
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
479
|
|
|
319
|
|
Investments in affiliates
|
83
|
|
|
50
|
|
Other
|
70
|
|
|
51
|
|
Total
|
632
|
|
|
420
|
|
Net deferred tax assets (liabilities)
|
580
|
|
|
416
|
|
(1)
|
In
cludes deferred tax asset valuation allowances primarily for the Company's deferred tax assets in the US, Luxembourg, France, Spain, China, the United Kingdom and Germany, as well as other foreign jurisdictions. These valuation allowances relate primarily to net operating loss carryforward benefits and other net deferred tax assets, all of which may not be realizable.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
211
|
|
|
244
|
|
|
208
|
|
Increases in tax positions for the current year
|
6
|
|
|
—
|
|
|
—
|
|
Increases in tax positions for prior years
|
42
|
|
|
37
|
|
|
85
|
|
Decreases in tax positions for prior years
|
(19
|
)
|
|
(54
|
)
|
|
(48
|
)
|
Decreases due to settlements
|
(33
|
)
|
|
(16
|
)
|
|
(1
|
)
|
As of the end of the year
|
207
|
|
|
211
|
|
|
244
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
237
|
|
|
230
|
|
|
264
|
|
Total amount of interest and penalties recognized in the consolidated statements of operations
|
6
|
|
|
(1
|
)
|
|
11
|
|
Total amount of interest and penalties recognized in the consolidated balance sheets
|
61
|
|
|
55
|
|
|
56
|
|
(1)
|
N
o RSUs remaining outstanding under the 2004 SIP.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
31
|
|
|
25
|
|
|
19
|
|
Amount reversed in current year related to prior year
|
1
|
|
|
9
|
|
|
—
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
0.78
|
%
|
|
0.81
|
%
|
|
1.27
|
%
|
Estimated life in years
|
4.59
|
|
|
4.75
|
|
|
5.72
|
|
Dividend yield
|
0.70
|
%
|
|
0.60
|
%
|
|
0.59
|
%
|
Volatility
|
50.31
|
%
|
|
45.00
|
%
|
|
51.75
|
%
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||
|
(In millions)
|
|
(In $)
|
|
(In years)
|
|
(In $ millions)
|
|||
As of December 31, 2011
|
4.6
|
|
|
18.94
|
|
|
3.6
|
|
118
|
|
Granted
|
0.1
|
|
|
40.25
|
|
|
|
|
|
|
Exercised
|
(3.8
|
)
|
|
16.57
|
|
|
|
|
|
|
Forfeited
|
(0.1
|
)
|
|
32.47
|
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
As of December 31, 2012
|
0.8
|
|
|
29.93
|
|
|
4.4
|
|
12
|
|
Options exercisable at end of year
|
0.7
|
|
|
29.66
|
|
|
4.3
|
|
11
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Total
|
$
|
16.21
|
|
|
$
|
11.38
|
|
|
$
|
14.76
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Intrinsic value
|
110
|
|
|
20
|
|
|
13
|
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2011
|
1,069
|
|
|
37.30
|
|
Granted
|
67
|
|
|
45.13
|
|
Vested
|
(316
|
)
|
|
39.14
|
|
Cancelled
|
(171
|
)
|
|
23.97
|
|
Forfeited
|
(220
|
)
|
|
44.04
|
|
As of December 31, 2012
|
429
|
|
|
42.22
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
12
|
|
|
14
|
|
|
8
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
0.38
|
%
|
|
0.38
|
%
|
|
0.79
|
%
|
Dividend yield
|
0.00 - 4.37 %
|
|
|
0.00 - 4.37 %
|
|
|
0.00 - 4.18 %
|
|
Volatility
|
25 - 90 %
|
|
|
25 - 90 %
|
|
|
25 - 70 %
|
|
|
Employee Time-Based RSUs
|
|
Director Time-Based RSUs
|
||||||||
|
Number of
Units
|
|
|
Weighted
Average
Fair Value
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
|||
|
(In thousands)
|
|
|
(In $)
|
|
(In thousands)
|
|
(In $)
|
|||
As of December 31, 2011
|
670
|
|
|
|
30.44
|
|
13
|
|
|
50.82
|
|
Granted
|
128
|
|
|
|
42.39
|
|
16
|
|
|
47.48
|
|
Vested
|
(323
|
)
|
|
|
30.11
|
|
(13
|
)
|
|
50.82
|
|
Forfeited
|
(44
|
)
|
|
|
28.80
|
|
—
|
|
|
—
|
|
As of December 31, 2012
|
431
|
|
(1
|
)
|
|
34.41
|
|
16
|
|
|
47.48
|
(1)
|
Inc
ludes
66,108
of time-based restricted stock awards granted to the Company's Chief Executive Officer on April 5, 2012, of which
22,013
vested on October 1, 2012.
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Total
|
13
|
|
|
7
|
|
|
6
|
|
|
Year Ended December 31,
|
||||
|
2012
|
|
2011
|
|
2010
|
|
(In percentages)
|
||||
Holding period discount
|
30
|
|
30
|
|
30
|
|
As of December 31, 2012
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2013
|
43
|
|
2014
|
42
|
|
2015
|
40
|
|
2016
|
40
|
|
2017
|
40
|
|
Later years
|
288
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
493
|
|
Less amounts representing interest
|
(249
|
)
|
Present value of net minimum lease obligations
|
244
|
|
|
As of December 31, 2012
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2013
|
49
|
|
2014
|
46
|
|
2015
|
40
|
|
2016
|
34
|
|
2017
|
22
|
|
Later years
|
116
|
|
Sublease income
|
(21
|
)
|
Minimum lease commitments
|
286
|
|
(1)
|
Fi
xes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
(1)
|
Fi
xes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Hedging activities - Interest expense
|
(15
|
)
|
|
(59
|
)
|
|
(68
|
)
|
Ineffective portion - Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Total
|
902
|
|
|
896
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2010
|
|
||||||||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized in
Earnings (Loss)
|
|
||||||||
|
(In $ millions)
|
|||||||||||||||||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
(12
|
)
|
(1)
|
(15
|
)
|
(2)
|
(24
|
)
|
(3)
|
(59
|
)
|
(2)
|
(31
|
)
|
(4
|
)
|
(68
|
)
|
(2
|
)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
—
|
|
|
(5
|
)
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Foreign currency forwards and swaps
|
—
|
|
|
(6
|
)
|
(6)
|
—
|
|
|
16
|
|
(6)
|
—
|
|
|
33
|
|
(6)
|
||
Total
|
(12
|
)
|
|
(26
|
)
|
|
(24
|
)
|
|
(43
|
)
|
|
(31
|
)
|
|
(35
|
)
|
|
(1)
|
Am
ount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$3 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Am
ount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the consolidated statements of operations.
|
(3)
|
Am
ount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$10 million
of tax expense recognized in Other comprehensive income (loss).
|
(4)
|
Am
ount excludes
$5 million
of gains associated with the Company’s equity method investments’ derivative activity and
$15 million
of tax expense recognized in Other comprehensive income (loss).
|
(5)
|
In
cluded in Interest expense in the consolidated statements of operations.
|
(6)
|
Inc
luded in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the consolidated statements of operations.
|
|
|
|
Fair Value Measurement
|
||||||||||||||||
|
|
|
Quoted Prices in Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
|
|
As of December 31,
|
||||||||||||||||
|
Balance Sheet Classification
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
|
|
|
(In $ millions)
|
|
|
||||||||||||||
Mutual funds
|
Marketable securities, at fair value
|
|
53
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
64
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
Current Other assets
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
2
|
|
|
9
|
|
Total assets
|
|
53
|
|
|
64
|
|
|
2
|
|
|
9
|
|
|
55
|
|
|
73
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(21
|
)
|
|
(10
|
)
|
|
(21
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
(13
|
)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Foreign currency forwards and swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(3
|
)
|
Total liabilities
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(39
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying Amount
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
156
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
66
|
|
|
69
|
|
|
66
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
69
|
|
Long-term debt, including current installments of long-term debt
|
2,990
|
|
|
2,911
|
|
|
2,886
|
|
|
2,719
|
|
|
244
|
|
|
248
|
|
|
3,130
|
|
|
2,967
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Recoveries
|
1
|
|
|
2
|
|
|
14
|
|
Legal reserve reductions
|
4
|
|
|
4
|
|
|
45
|
|
Total
|
5
|
|
|
6
|
|
|
59
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
As of
|
|
As of
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
|
(In $ millions)
|
|||
Property, plant and equipment, net
|
118
|
|
|
119
|
|
|
|
|
|
Trade payables
|
41
|
|
|
40
|
Current installments of long-term debt
|
7
|
|
|
6
|
Long-term debt
|
140
|
|
|
137
|
Total
|
188
|
|
|
183
|
|
|
|
|
|
Maximum exposure to loss
|
301
|
|
|
228
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Taxes paid, net of refunds
|
64
|
|
|
94
|
|
|
135
|
|
Interest paid, net of amounts capitalized
|
196
|
|
|
230
|
|
|
186
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Fair value adjustment to securities available for sale, net of tax
|
—
|
|
|
—
|
|
|
(2
|
)
|
Capital lease obligations
|
7
|
|
|
38
|
|
|
33
|
|
Accrued capital expenditures
|
(22
|
)
|
|
15
|
|
|
21
|
|
Asset retirement obligations
|
8
|
|
|
(2
|
)
|
|
25
|
|
Accrued Kelsterbach capital expenditures
|
(14
|
)
|
|
(33
|
)
|
|
(7
|
)
|
Accrued acquisition of intangibles
|
(2
|
)
|
|
—
|
|
|
—
|
|
Lease incentives
|
6
|
|
|
3
|
|
|
—
|
|
•
|
Advanced Engineered Materials
|
•
|
Consumer Specialties
|
•
|
Industrial Specialties
|
•
|
Acetyl Intermediates
|
•
|
Other Activities
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Year Ended December 31, 2010
|
||||||||||||||||||||
Net sales
|
1,109
|
|
|
1,098
|
|
(1)
|
1,036
|
|
|
3,082
|
|
(1)
|
2
|
|
|
(409
|
)
|
|
5,918
|
|
|
Other (charges) gains, net
|
31
|
|
|
(76
|
)
|
|
25
|
|
(4)
|
(12
|
)
|
|
(14
|
)
|
(4)
|
—
|
|
|
(46
|
)
|
|
Operating profit (loss)
|
186
|
|
|
164
|
|
|
89
|
|
|
243
|
|
|
(179
|
)
|
|
—
|
|
|
503
|
|
|
Equity in net earnings (loss) of affiliates
|
144
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
17
|
|
|
—
|
|
|
168
|
|
|
Depreciation and amortization
|
76
|
|
(5)
|
42
|
|
|
41
|
|
|
117
|
|
(5)
|
11
|
|
|
—
|
|
|
287
|
|
|
Capital expenditures
|
52
|
|
|
50
|
|
|
55
|
|
|
49
|
|
|
16
|
|
|
—
|
|
|
222
|
|
(3)
|
(1)
|
Ne
t sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$440 million
and
$4 million
, respectively, for the year ended
December 31, 2012
and
$468 million
and
$3 million
, respectively, for the year ended
December 31, 2011
; and
$400 million
and
$9 million
, respectively, for the year ended
December 31, 2010
.
|
(2)
|
In
cludes
$9 million
of insurance recoveries received from the Company's captive insurance companies related to the Narrows, Virginia facility that eliminates in consolidation.
|
(3)
|
Ex
cludes expenditures related to the relocation of the Company’s POM operations in Germany (
Note 27
) and includes a decrease in accrued capital expenditures of
$22 million
for the year ended
December 31, 2012
and an increase of
$15 million
and
$21 million
for the years ended
December 31, 2011
and
2010
, respectively.
|
(4)
|
In
cludes
$7 million
of insurance recoveries received from the Company’s captive insurance companies related to the Edmonton, Alberta, Canada facility that eliminates in consolidation.
|
(5)
|
In
cludes
$2 million
for Advanced Engineered Materials and
$20 million
for Acetyl Intermediates for the accelerated amortization of the unamortized prepayment related to a raw material purchase agreement (
Note 23
).
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions)
|
|||||||
Net Sales
|
|
|
|
|
|
|||
US
|
1,811
|
|
|
1,772
|
|
|
1,555
|
|
International
|
4,607
|
|
|
4,991
|
|
|
4,363
|
|
Total
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
International Countries with Significant Net Sales
|
|
|
|
|
|
|||
Germany
|
2,082
|
|
|
2,328
|
|
|
1,950
|
|
China
|
733
|
|
|
667
|
|
|
596
|
|
Singapore
|
561
|
|
|
722
|
|
|
612
|
|
Belgium
|
504
|
|
|
461
|
|
|
451
|
|
Canada
|
284
|
|
|
323
|
|
|
277
|
|
Mexico
|
257
|
|
|
241
|
|
|
267
|
|
|
As of December 31,
|
||||
|
2012
|
|
2011
|
||
|
(In $ millions)
|
||||
Property, Plant and Equipment, Net
|
|
|
|
||
US
|
813
|
|
|
735
|
|
International
|
2,537
|
|
|
2,534
|
|
Total
|
3,350
|
|
|
3,269
|
|
International Countries with Significant Property, Plant and Equipment, Net
|
|
|
|
||
Germany
|
1,328
|
|
|
1,394
|
|
China
|
642
|
|
|
573
|
|
Singapore
|
109
|
|
|
112
|
|
Belgium
|
60
|
|
|
53
|
|
Canada
|
148
|
|
|
154
|
|
Mexico
|
128
|
|
|
117
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
609
|
|
|
606
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss)
|
605
|
|
|
607
|
|
|
377
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
(3
|
)
|
Net earnings (loss) available to common stockholders
|
605
|
|
|
607
|
|
|
374
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
158,325,442
|
|
|
156,204,077
|
|
|
154,564,136
|
|
Dilutive stock options
|
848,439
|
|
|
1,930,072
|
|
|
1,828,746
|
|
Dilutive restricted stock units
|
622,433
|
|
|
813,685
|
|
|
425,385
|
|
Assumed conversion of preferred stock
|
—
|
|
|
—
|
|
|
1,553,925
|
|
Weighted average shares - diluted
|
159,796,314
|
|
|
158,947,834
|
|
|
158,372,192
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Stock options
|
25,906
|
|
|
69,395
|
|
|
575,266
|
|
Restricted stock units
|
3,996
|
|
|
735
|
|
|
74,166
|
|
Convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
29,902
|
|
|
70,130
|
|
|
649,432
|
|
|
Year Ended December 31,
|
|
Total From
Inception Through
|
||||||||
|
2012
|
|
2011
|
|
2010
|
|
December 31, 2012
|
||||
|
(In $ millions)
|
||||||||||
Deferred proceeds
(1)
|
—
|
|
|
158
|
|
|
—
|
|
|
907
|
|
Costs expensed
|
7
|
|
|
47
|
|
|
26
|
|
|
113
|
|
Costs capitalized
(2)
|
35
|
|
|
171
|
|
|
305
|
|
|
1,127
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
(1)
|
Inc
luded in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt. Upon transfer of title to Fraport, the deferred proceeds will be recognized in the consolidated statements of operations. Such proceeds will be reduced by assets of
€87 million
included in Property, plant and equipment, net and
€22 million
included in noncurrent Other assets in the consolidated balance sheets, to be transferred to Fraport or otherwise disposed.
|
(2)
|
Inclu
des a decrease in accrued capital expenditures of
$14 million
,
$33 million
and
$7 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
|
Year Ended December 31,
|
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|
|||
|
(In $ millions)
|
|
|||||||
Narrows, Virginia
|
|
|
|
|
|
|
|||
Consumer Specialties
|
9
|
|
|
—
|
|
|
—
|
|
|
Other Activities
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
Edmonton, Alberta, Canada
|
|
|
|
|
|
|
|||
Industrial Specialties
|
—
|
|
|
—
|
|
|
25
|
|
|
Other Activities
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
Total net recoveries
|
—
|
|
|
—
|
|
|
18
|
|
(1)
|
(1)
|
Tot
al net recoveries for the year ended December 31, 2010 consists of
$8 million
related to property damage and
$10 million
related to business interruption.
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,692
|
|
|
4,829
|
|
|
(1,103
|
)
|
|
6,418
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,899
|
)
|
|
(4,419
|
)
|
|
1,092
|
|
|
(5,226
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
793
|
|
|
410
|
|
|
(11
|
)
|
|
1,192
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
(285
|
)
|
|
—
|
|
|
(507
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(33
|
)
|
|
—
|
|
|
(51
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(29
|
)
|
|
—
|
|
|
(102
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
17
|
|
|
(22
|
)
|
|
(9
|
)
|
|
(14
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
496
|
|
|
35
|
|
|
(20
|
)
|
|
511
|
|
Equity in net earnings (loss) of affiliates
|
602
|
|
|
706
|
|
|
204
|
|
|
201
|
|
|
(1,471
|
)
|
|
242
|
|
Interest expense
|
—
|
|
|
(198
|
)
|
|
(42
|
)
|
|
(73
|
)
|
|
128
|
|
|
(185
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
59
|
|
|
65
|
|
|
6
|
|
|
(128
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
15
|
|
|
—
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
602
|
|
|
564
|
|
|
713
|
|
|
269
|
|
|
(1,491
|
)
|
|
657
|
|
Income tax (provision) benefit
|
3
|
|
|
38
|
|
|
(87
|
)
|
|
(17
|
)
|
|
15
|
|
|
(48
|
)
|
Earnings (loss) from continuing operations
|
605
|
|
|
602
|
|
|
626
|
|
|
252
|
|
|
(1,476
|
)
|
|
609
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
605
|
|
|
602
|
|
|
623
|
|
|
251
|
|
|
(1,476
|
)
|
|
605
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
602
|
|
|
623
|
|
|
251
|
|
|
(1,476
|
)
|
|
605
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,572
|
|
|
5,240
|
|
|
(1,049
|
)
|
|
6,763
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,847
|
)
|
|
(4,507
|
)
|
|
1,025
|
|
|
(5,329
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
725
|
|
|
733
|
|
|
(24
|
)
|
|
1,434
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
(368
|
)
|
|
—
|
|
|
(536
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(45
|
)
|
|
—
|
|
|
(62
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(32
|
)
|
|
—
|
|
|
(96
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
23
|
|
|
(71
|
)
|
|
—
|
|
|
(48
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
498
|
|
|
217
|
|
|
(25
|
)
|
|
690
|
|
Equity in net earnings (loss) of affiliates
|
605
|
|
|
770
|
|
|
165
|
|
|
166
|
|
|
(1,514
|
)
|
|
192
|
|
Interest expense
|
—
|
|
|
(217
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|
78
|
|
|
(221
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
23
|
|
|
48
|
|
|
10
|
|
|
(78
|
)
|
|
3
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
53
|
|
|
—
|
|
|
14
|
|
Earnings (loss) from continuing operations before tax
|
605
|
|
|
573
|
|
|
631
|
|
|
485
|
|
|
(1,539
|
)
|
|
755
|
|
Income tax (provision) benefit
|
2
|
|
|
32
|
|
|
(149
|
)
|
|
(43
|
)
|
|
9
|
|
|
(149
|
)
|
Earnings (loss) from continuing operations
|
607
|
|
|
605
|
|
|
482
|
|
|
442
|
|
|
(1,530
|
)
|
|
606
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
607
|
|
|
605
|
|
|
484
|
|
|
441
|
|
|
(1,530
|
)
|
|
607
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
607
|
|
|
605
|
|
|
484
|
|
|
441
|
|
|
(1,530
|
)
|
|
607
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,277
|
|
|
4,570
|
|
|
(929
|
)
|
|
5,918
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,704
|
)
|
|
(3,976
|
)
|
|
942
|
|
|
(4,738
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
573
|
|
|
594
|
|
|
13
|
|
|
1,180
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
(322
|
)
|
|
—
|
|
|
(505
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(47
|
)
|
|
—
|
|
|
(61
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(28
|
)
|
|
—
|
|
|
(70
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
68
|
|
|
(114
|
)
|
|
—
|
|
|
(46
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
8
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
405
|
|
|
85
|
|
|
13
|
|
|
503
|
|
Equity in net earnings (loss) of affiliates
|
407
|
|
|
551
|
|
|
153
|
|
|
126
|
|
|
(1,069
|
)
|
|
168
|
|
Interest expense
|
—
|
|
|
(173
|
)
|
|
(38
|
)
|
|
(46
|
)
|
|
53
|
|
|
(204
|
)
|
Refinancing expense
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
Interest income
|
—
|
|
|
21
|
|
|
30
|
|
|
9
|
|
|
(53
|
)
|
|
7
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
Other income (expense), net
|
(27
|
)
|
|
2
|
|
|
(52
|
)
|
|
84
|
|
|
—
|
|
|
7
|
|
Earnings (loss) from continuing operations before tax
|
380
|
|
|
385
|
|
|
498
|
|
|
331
|
|
|
(1,056
|
)
|
|
538
|
|
Income tax (provision) benefit
|
(3
|
)
|
|
22
|
|
|
(91
|
)
|
|
(38
|
)
|
|
(2
|
)
|
|
(112
|
)
|
Earnings (loss) from continuing operations
|
377
|
|
|
407
|
|
|
407
|
|
|
293
|
|
|
(1,058
|
)
|
|
426
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(2
|
)
|
|
—
|
|
|
(80
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
28
|
|
|
1
|
|
|
—
|
|
|
29
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(1
|
)
|
|
—
|
|
|
(49
|
)
|
Net earnings (loss)
|
377
|
|
|
407
|
|
|
359
|
|
|
292
|
|
|
(1,058
|
)
|
|
377
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
377
|
|
|
407
|
|
|
359
|
|
|
292
|
|
|
(1,058
|
)
|
|
377
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
605
|
|
|
602
|
|
|
623
|
|
|
251
|
|
|
(1,476
|
)
|
|
605
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
5
|
|
|
5
|
|
|
(12
|
)
|
|
1
|
|
|
6
|
|
|
5
|
|
Unrealized gain (loss) on interest rate swaps
|
7
|
|
|
7
|
|
|
(1
|
)
|
|
3
|
|
|
(9
|
)
|
|
7
|
|
Pension and postretirement benefits
|
(244
|
)
|
|
(244
|
)
|
|
(162
|
)
|
|
(89
|
)
|
|
495
|
|
|
(244
|
)
|
Total other comprehensive income (loss), net of tax
|
(232
|
)
|
|
(232
|
)
|
|
(175
|
)
|
|
(85
|
)
|
|
492
|
|
|
(232
|
)
|
Total comprehensive income (loss), net of tax
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
607
|
|
|
605
|
|
|
484
|
|
|
441
|
|
|
(1,530
|
)
|
|
607
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(27
|
)
|
|
(27
|
)
|
|
(6
|
)
|
|
6
|
|
|
27
|
|
|
(27
|
)
|
Unrealized gain (loss) on interest rate swaps
|
27
|
|
|
27
|
|
|
1
|
|
|
1
|
|
|
(29
|
)
|
|
27
|
|
Pension and postretirement benefits
|
(180
|
)
|
|
(180
|
)
|
|
(153
|
)
|
|
(27
|
)
|
|
360
|
|
|
(180
|
)
|
Total other comprehensive income (loss), net of tax
|
(180
|
)
|
|
(180
|
)
|
|
(158
|
)
|
|
(20
|
)
|
|
358
|
|
|
(180
|
)
|
Total comprehensive income (loss), net of tax
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
377
|
|
|
407
|
|
|
359
|
|
|
292
|
|
|
(1,058
|
)
|
|
377
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
Foreign currency translation
|
37
|
|
|
37
|
|
|
37
|
|
|
(10
|
)
|
|
(64
|
)
|
|
37
|
|
Unrealized gain (loss) on interest rate swaps
|
17
|
|
|
17
|
|
|
—
|
|
|
(4
|
)
|
|
(13
|
)
|
|
17
|
|
Pension and postretirement benefits
|
(63
|
)
|
|
(63
|
)
|
|
(52
|
)
|
|
(11
|
)
|
|
126
|
|
|
(63
|
)
|
Total other comprehensive income (loss), net of tax
|
(10
|
)
|
|
(10
|
)
|
|
(16
|
)
|
|
(25
|
)
|
|
51
|
|
|
(10
|
)
|
Total comprehensive income (loss), net of tax
|
367
|
|
|
397
|
|
|
343
|
|
|
267
|
|
|
(1,007
|
)
|
|
367
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
367
|
|
|
397
|
|
|
343
|
|
|
267
|
|
|
(1,007
|
)
|
|
367
|
|
|
As of December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
340
|
|
|
653
|
|
|
(166
|
)
|
|
827
|
|
Non-trade receivables, net
|
31
|
|
|
444
|
|
|
1,754
|
|
|
484
|
|
|
(2,504
|
)
|
|
209
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
196
|
|
|
589
|
|
|
(74
|
)
|
|
711
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
62
|
|
|
8
|
|
|
(21
|
)
|
|
49
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
27
|
|
|
(16
|
)
|
|
31
|
|
Total current assets
|
41
|
|
|
449
|
|
|
2,694
|
|
|
2,436
|
|
|
(2,781
|
)
|
|
2,839
|
|
Investments in affiliates
|
1,692
|
|
|
3,437
|
|
|
1,579
|
|
|
570
|
|
|
(6,478
|
)
|
|
800
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
813
|
|
|
2,537
|
|
|
—
|
|
|
3,350
|
|
Deferred income taxes
|
—
|
|
|
5
|
|
|
509
|
|
|
92
|
|
|
—
|
|
|
606
|
|
Other assets
|
—
|
|
|
1,927
|
|
|
132
|
|
|
414
|
|
|
(2,010
|
)
|
|
463
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
472
|
|
|
—
|
|
|
777
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
96
|
|
|
—
|
|
|
165
|
|
Total assets
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,584
|
|
|
208
|
|
|
159
|
|
|
(1,783
|
)
|
|
168
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
269
|
|
|
546
|
|
|
(166
|
)
|
|
649
|
|
Other liabilities
|
—
|
|
|
40
|
|
|
267
|
|
|
475
|
|
|
(307
|
)
|
|
475
|
|
Deferred income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
(21
|
)
|
|
25
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
419
|
|
|
73
|
|
|
(454
|
)
|
|
38
|
|
Total current liabilities
|
—
|
|
|
1,645
|
|
|
1,163
|
|
|
1,278
|
|
|
(2,731
|
)
|
|
1,355
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,467
|
|
|
872
|
|
|
1,597
|
|
|
(2,006
|
)
|
|
2,930
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Uncertain tax positions
|
3
|
|
|
6
|
|
|
23
|
|
|
149
|
|
|
—
|
|
|
181
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,362
|
|
|
240
|
|
|
—
|
|
|
1,602
|
|
Other liabilities
|
—
|
|
|
8
|
|
|
101
|
|
|
1,055
|
|
|
(12
|
)
|
|
1,152
|
|
Total noncurrent liabilities
|
3
|
|
|
2,481
|
|
|
2,358
|
|
|
3,091
|
|
|
(2,018
|
)
|
|
5,915
|
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Total liabilities and equity
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
|
As of December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
297
|
|
|
694
|
|
|
(120
|
)
|
|
871
|
|
Non-trade receivables, net
|
29
|
|
|
383
|
|
|
1,651
|
|
|
562
|
|
|
(2,390
|
)
|
|
235
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
187
|
|
|
590
|
|
|
(65
|
)
|
|
712
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
103
|
|
|
17
|
|
|
(16
|
)
|
|
104
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
Other assets
|
—
|
|
|
6
|
|
|
18
|
|
|
45
|
|
|
(34
|
)
|
|
35
|
|
Total current assets
|
29
|
|
|
389
|
|
|
2,453
|
|
|
2,457
|
|
|
(2,625
|
)
|
|
2,703
|
|
Investments in affiliates
|
1,315
|
|
|
2,978
|
|
|
1,530
|
|
|
535
|
|
|
(5,534
|
)
|
|
824
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
735
|
|
|
2,534
|
|
|
—
|
|
|
3,269
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
382
|
|
|
22
|
|
|
—
|
|
|
421
|
|
Other assets
|
—
|
|
|
1,903
|
|
|
132
|
|
|
296
|
|
|
(1,987
|
)
|
|
344
|
|
Goodwill
|
—
|
|
|
—
|
|
|
298
|
|
|
462
|
|
|
—
|
|
|
760
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
128
|
|
|
—
|
|
|
197
|
|
Total assets
|
1,344
|
|
|
5,287
|
|
|
5,599
|
|
|
6,434
|
|
|
(10,146
|
)
|
|
8,518
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,492
|
|
|
176
|
|
|
131
|
|
|
(1,655
|
)
|
|
144
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
258
|
|
|
535
|
|
|
(120
|
)
|
|
673
|
|
Other liabilities
|
—
|
|
|
63
|
|
|
353
|
|
|
506
|
|
|
(383
|
)
|
|
539
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
—
|
|
|
17
|
|
|
(16
|
)
|
|
17
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
384
|
|
|
35
|
|
|
(407
|
)
|
|
12
|
|
Total current liabilities
|
—
|
|
|
1,571
|
|
|
1,171
|
|
|
1,224
|
|
|
(2,581
|
)
|
|
1,385
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,372
|
|
|
834
|
|
|
1,650
|
|
|
(1,983
|
)
|
|
2,873
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
Uncertain tax positions
|
3
|
|
|
16
|
|
|
27
|
|
|
136
|
|
|
—
|
|
|
182
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,346
|
|
|
146
|
|
|
—
|
|
|
1,492
|
|
Other liabilities
|
—
|
|
|
13
|
|
|
99
|
|
|
1,055
|
|
|
(14
|
)
|
|
1,153
|
|
Total noncurrent liabilities
|
3
|
|
|
2,401
|
|
|
2,306
|
|
|
3,079
|
|
|
(1,997
|
)
|
|
5,792
|
|
Total Celanese Corporation stockholders’ equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,341
|
|
|
1,315
|
|
|
2,122
|
|
|
2,131
|
|
|
(5,568
|
)
|
|
1,341
|
|
Total liabilities and equity
|
1,344
|
|
|
5,287
|
|
|
5,599
|
|
|
6,434
|
|
|
(10,146
|
)
|
|
8,518
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
7
|
|
|
(100
|
)
|
|
396
|
|
|
489
|
|
|
(70
|
)
|
|
722
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(191
|
)
|
|
—
|
|
|
(361
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(53
|
)
|
|
—
|
|
|
48
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(59
|
)
|
|
—
|
|
|
(68
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(257
|
)
|
|
(299
|
)
|
|
51
|
|
|
(500
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
53
|
|
|
5
|
|
|
(3
|
)
|
|
(53
|
)
|
|
2
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
Proceeds from long-term debt
|
—
|
|
|
500
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
550
|
|
Repayments of long-term debt
|
—
|
|
|
(414
|
)
|
|
(10
|
)
|
|
(70
|
)
|
|
5
|
|
|
(489
|
)
|
Refinancing costs
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
Purchases of treasury stock, including related fees
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
Dividends to parent
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
70
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
Stock option exercises
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
Series A common stock dividends
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
21
|
|
Net cash provided by (used in) financing activities
|
3
|
|
|
95
|
|
|
3
|
|
|
(71
|
)
|
|
19
|
|
|
49
|
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
10
|
|
|
—
|
|
|
142
|
|
|
125
|
|
|
—
|
|
|
277
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
41
|
|
|
(127
|
)
|
|
446
|
|
|
368
|
|
|
(90
|
)
|
|
638
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
(204
|
)
|
|
—
|
|
|
(349
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
—
|
|
|
(204
|
)
|
Return of capital from subsidiary
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(307
|
)
|
|
—
|
|
|
302
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(30
|
)
|
|
—
|
|
|
(45
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(474
|
)
|
|
(274
|
)
|
|
302
|
|
|
(441
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
307
|
|
|
(5
|
)
|
|
(8
|
)
|
|
(307
|
)
|
|
(13
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
Proceeds from long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
411
|
|
Repayments of long-term debt
|
—
|
|
|
(532
|
)
|
|
(9
|
)
|
|
(55
|
)
|
|
5
|
|
|
(591
|
)
|
Refinancing costs
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
Dividends to parent
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
90
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Stock option exercises
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
Series A common stock dividends
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
Other, net
|
4
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Net cash provided by (used in) financing activities
|
(41
|
)
|
|
122
|
|
|
33
|
|
|
(155
|
)
|
|
(212
|
)
|
|
(253
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
5
|
|
|
(63
|
)
|
|
—
|
|
|
(58
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
44
|
|
|
(38
|
)
|
|
173
|
|
|
445
|
|
|
(172
|
)
|
|
452
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(113
|
)
|
|
—
|
|
|
(201
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
4
|
|
|
22
|
|
|
—
|
|
|
26
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(337
|
)
|
|
—
|
|
|
332
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(21
|
)
|
|
—
|
|
|
(27
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(473
|
)
|
|
(424
|
)
|
|
332
|
|
|
(560
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
370
|
|
|
3
|
|
|
(34
|
)
|
|
(370
|
)
|
|
(31
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
Proceeds from long-term debt
|
—
|
|
|
600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
Repayments of long-term debt
|
—
|
|
|
(827
|
)
|
|
(7
|
)
|
|
(101
|
)
|
|
38
|
|
|
(897
|
)
|
Refinancing costs
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
Dividends to parent
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
|
—
|
|
|
172
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock option exercises
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Series A common stock dividends
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
Preferred stock dividends
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
16
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
14
|
|
Net cash provided by (used in) financing activities
|
(49
|
)
|
|
33
|
|
|
(92
|
)
|
|
(120
|
)
|
|
(160
|
)
|
|
(388
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
Net increase (decrease) in cash and cash equivalents
|
(5
|
)
|
|
—
|
|
|
(392
|
)
|
|
(117
|
)
|
|
—
|
|
|
(514
|
)
|
Cash and cash equivalents as of beginning of period
|
5
|
|
|
—
|
|
|
520
|
|
|
729
|
|
|
—
|
|
|
1,254
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
3.1
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
3.2
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).
|
4.1
|
Form of certificate of Series A Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005).
|
4.2
|
Indenture, dated September 24, 2010, by and among Celanese US Holdings LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 29, 2010).
|
4.3
|
Indenture, dated as of May 6, 2011, by and between Celanese US Holdings LLC, Celanese Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on May 6, 2011).
|
4.4
|
First Supplemental Indenture, 5.875% Senior Notes due 2021, dated as of May 6, 2011, by and between Celanese US Holdings LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on May 6, 2011).
|
4.5
|
Second Supplemental Indenture, 4.625% Senior Notes due 2022, dated as of November 13, 2012, by and between Celanese US Holdings LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on November 13, 2012).
|
10.1†
|
Credit Agreement, dated April 2, 2007, among Celanese Holdings LLC, Celanese US Holdings LLC, the subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, the Lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, Merrill Lynch Capital Corporation as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Citibank NA, and JP Morgan Chase Bank NA, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 28, 2010).
|
10.1(a)
|
First Amendment to Credit Agreement, dated June 30, 2009, among Celanese US Holdings LLC and the Majority Lenders under the Revolving Facility (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 1, 2009).
|
10.1(b)
|
Amendment Agreement, dated September 29, 2010 among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC, the lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, and Deutsche Bank Securities LLC and Banc of Americas Securities LLC as joint lead arrangers and joint book runners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 29, 2010).
|
10.1(c)
|
Amended and Restated Credit Agreement, dated September 29, 2010 among Celanese Corporation, Celanese US Holdings LLC, the subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers and guarantors, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities LLC and Banc of Americas Securities LLC as joint lead arrangers and joint book runners, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland PLC, as Co-Documentation Agents, the other lenders party thereto, and certain other agents for such lenders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 29, 2010).
|
10.1(d)
|
Guarantee and Collateral Agreement, dated April 2, 2007, by and among Celanese Holdings LLC, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC and Deutsche Bank AG, New York Branch (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 28, 2010).
|
10.2‡
|
Celanese Corporation 2004 Deferred Compensation Plan (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 3, 2005).
|
10.2(a)‡
|
Amendment to Celanese Corporation 2004 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 3, 2007).
|
10.2(b)‡
|
Form of 2007 Deferral Agreement between Celanese Corporation and award recipient, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 3, 2007).
|
10.3‡
|
Celanese Corporation 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
10.3(a)‡
|
Form of Nonqualified Stock Option Agreement (for employees) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.8(a) to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
10.3(b)‡
|
Form of Amendment to Nonqualified Stock Option Agreement (for employees) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.5(b) to the Annual Report on Form 10-K filed with the SEC on February 12, 2010).
|
10.3(c)‡
|
Form of Amendment Two to Nonqualified Stock Option Agreement (for executive officers) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
10.3(d)‡
|
Form of Nonqualified Stock Option Agreement (for non-employee directors) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.8(d) to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
10.3(e)‡
|
Form of Performance-Based Restricted Stock Unit Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 28, 2010).
|
10.3(f)‡
|
Form of Performance-Vesting Restricted Stock Unit Award Agreement between Celanese Corporation and award recipient, together with a schedule identifying substantially identical agreements between Celanese Corporation and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
10.3(g)‡
|
Performance Unit Award Agreement, dated December 11, 2008, between Celanese Corporation and David N. Weidman (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
10.3(h)‡
|
Form of Time-Vesting Cash Award Agreement (for employees) between Celanese Corporation and award recipient, together with a schedule identifying substantially identical agreements between the Company and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
10.4‡
|
Celanese Corporation 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 29, 2008).
|
10.4(a)‡
|
Amendment Number One to Celanese Corporation 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).
|
10.5‡
|
Celanese Corporation 2009 Global Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).
|
10.5(a)‡
|
Form of 2009 Time-Vesting Restricted Stock Unit Award Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
10.5(b)‡
|
Form of 2009 Performance-Vesting Restricted Stock Unit Award Agreement between Celanese Corporation and award recipient, together with a schedule identifying substantially identical agreements between Celanese Corporation and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
10.5(c)‡
|
Form of 2009 Nonqualified Stock Option Award Agreement between Celanese Corporation and award recipient, together with a schedule identifying substantially identical agreements between Celanese Corporation and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
10.5(d)‡
|
Form of Long-Term Incentive Cash Award Agreement, together with a schedule identifying substantially identical agreements between the Company and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
10.5(e)‡
|
Time-Vesting Restricted Stock Unit Agreement, dated April 23, 2009, between Celanese Corporation and Gjon N. Nivica, Jr. (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
10.5(f)‡
|
Form of 2010 Performance-Vesting Restricted Stock Unit Award Agreement) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
10.5(g)‡
|
Form of 2010 Time-Vesting Restricted Stock Unit Award Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
10.5(h)‡
|
Form of 2010 Nonqualified Stock Option Award Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
10.5(i)‡
|
Form of Time-Vesting Restricted Stock Unit Award Agreement (for non-employee directors) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 22, 2011).
|
10.5(j)‡
|
Form of 2011 Performance-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
10.5(k)‡
|
Form of 2011 Time-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
10.5(l)‡
|
Form of 2011 Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
10.5(m)‡
|
Form of Nonqualified Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.5(n)‡
|
Form of Time-Vesting Restricted Stock Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.5(o)‡
|
Form of Performance-Vesting Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.5(p)‡
|
Form of Amendment to 2010 and 2011 Nonqualified Stock Option Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.5(q)‡
|
Form of Amendment to 2010 and 2011 Time-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.5(r)‡
|
Form of Amendment to 2010 and 2011 Performance-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.6‡
|
Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
|
10.6(a)*‡
|
Form of 2012 Time-Vesting Restricted Stock Unit Award Agreement.
|
10.6(b)*‡
|
Form of 2012 Nonqualified Stock Option Award Agreement.
|
10.7‡
|
Celanese Corporation 2009 Employee Stock Purchase Program (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on April 23, 2009).
|
10.8‡
|
Executive Severance Benefits Plan, dated July 21, 2010 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 27, 2010).
|
10.9‡
|
Summary of pension benefits for David N. Weidman (updated to include revisions effective after the summary was first filed as Exhibit 10.34 to the Annual Report on Form 10-K filed with the SEC on March 31, 2005) (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
10.10(a)‡
|
Offer Letter, dated February 25, 2009, between Celanese Corporation and Gjon N. Nivica, Jr. (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2009).
|
10.10(b)‡
|
Restrictive Covenant Agreement, dated September 7, 2011, between Celanese Corporation and James S. Alder (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
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10.10(c)‡
|
Letter Agreement, dated November 4, 2011, between Celanese Corporation and Mark C. Rohr (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 7, 2011).
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10.10(d)‡
|
Agreement and Amendment, dated March 27, 2012, between Celanese Corporation and David N. Weidman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on April 24, 2012).
|
10.10(e)*‡
|
Agreement and General Release, dated June 12, 2012, between Celanese Corporation and Jacquelyn H. Wolf.
|
10.10(f)‡
|
Offer Letter, dated September 8, 2012, between Celanese Corporation and Lori A. Johnston (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 23, 2012).
|
Exhibit Number
|
Description
|
10.11‡
|
Change in Control Agreement, dated April 1, 2008, between Celanese Corporation and David N. Weidman, together with a schedule identifying other substantially identical agreements between Celanese Corporation and each of its name executive officers identified thereon and identifying the material differences between each of those agreements and the filed Changed of Control Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2008).
|
10.11(a)‡
|
Change in Control Agreement, dated May 1, 2008, between Celanese Corporation and Christopher W. Jensen (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 23, 2008).
|
10.11(b)‡
|
Form of 2010 Change in Control Agreement between Celanese Corporation and participant, together with a schedule of substantially identical agreements between Celanese Corporation and the individuals identified thereon (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2010).
|
10.11(c)‡
|
Form of Amendment No. 1 to 2010 Form of Change in Control Agreement between Celanese Corporation and participant, together with a schedule of substantially identical agreements between Celanese Corporation and the individuals identified thereon (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on October 26, 2011).
|
10.11(d)‡
|
Form of 2012 Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
10.12‡
|
Form of Long-Term Incentive Claw-Back Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
10.13*‡
|
Summary of Non-Employee Director Compensation.
|
10.16
|
Share Purchase and Transfer Agreement and Settlement Agreement, dated August 19, 2005 between Celanese Europe Holding GmbH & Co. KG, as purchaser, and Paulson & Co. Inc., and Arnhold and S. Bleichroeder Advisers, LLC, each on behalf of its own and with respect to shares owned by the investment funds and separate accounts managed by it, as the sellers (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
10.17
|
Translation of Letter of Intent, dated November 29, 2006, among Celanese AG, Ticona GmbH and Fraport AG (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed November 29, 2006).
|
10.18†
|
Purchase Agreement dated as of December 12, 2006 by and among Celanese Ltd. and certain of its affiliates named therein and Advent Oxo (Cayman) Limited, Oxo Titan US Corporation, Drachenfelssee 520. V V GMBH and Drachenfelssee 521. V V GMBH (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K filed on February 21, 2007).
|
10.18(a)
|
First Amendment to Purchase Agreement dated February 28, 2007, by and among Advent Oxea Cayman Ltd., Oxea Corporation, Drachenfelssee 520. V V GmbH, Drachenfelssee 521. V V GmbH, Celanese Ltd., Ticona Polymers Inc. and Celanese Chemicals Europe GmbH (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on May 9, 2007).
|
10.18(b)
|
Second Amendment to Purchase Agreement effective as of July 1, 2007 by and among Advent Oxea Cayman Ltd., Oxea Corporation, Oxea Holdings GmbH, Oxea Deutschland GmbH, Oxea Bishop, LLC, Oxea Japan KK, Oxea UK Ltd., Celanese Ltd., and Celanese Chemicals Europe GmbH (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on October 24, 2007).
|
12.1*
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
21.1*
|
List of subsidiaries of Celanese Corporation.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
|
23.2*
|
Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
|
23.3*
|
Consent of Independent Auditors of CTE Petrochemicals Company, Deloitte & Touche LLP.
|
23.4*
|
Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed Al-Amri & Co.
|
23.5*
|
Consent of Independent Auditors of National Methanol Company, Deloitte & Touche Bakr Abulkhair & Co.
|
24.1*
|
Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.1*
|
Audited financial statements as of December 31, 2012 and 2011 and for each of the years in the three year period ended December 31, 2012 for CTE Petrochemicals Company.
|
99.2*
|
Audited financial statements as of December 31, 2012 and 2011 and for each of the years in the three year period ended December 31, 2012 for National Methanol Company.
|
101.INS*
|
XBRL Instance Document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
CELANESE CORPORATION
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By:
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Chairman and Chief Executive Officer
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PARTICIPANT
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By:
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Name: <<NAME>>
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Employee ID: <<Personnel Number>>
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Date:
|
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Number of Common Shares Subject to Option
|
<<# Shares>>
|
Grant Date:
|
<<Grant Date>>
|
Exercise Price Per Share:
|
<<Exercise Price>>
|
Expiration Date:
|
<<Expiration Date>>
|
Vesting Schedule (each date on which a portion of the Option vests and become exercisable, a “Vesting Date”, and each period between the Grant Date and a Vesting Date, a “Vesting Period”)
|
<<Vesting Schedule>>
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CELANESE CORPORATION
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By:
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Chairman and Chief Executive Officer
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PARTICIPANT
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By:
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Name: <<NAME>>
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Employee ID: <<Personnel Number>>
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Date:
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1.
|
Last Day of Employment
.
The last day of employment with the Company is:
November 2, 2012 (Separation Date).
Last day in the office is:
July 31, 2012.
Unless otherwise expressly agreed to by the Company, if Employee voluntarily resigns before the Separation Date, she shall immediately be removed from the payroll and forfeit all rights to the Consideration set forth in Paragraph “2” below. In order to remain on the payroll until the aforementioned date and receive the Consideration set forth in Paragraph “2” below, Employee shall comply with all Company policies and procedures and perform her duties faithfully, to the best of her ability and to the satisfaction of the Company while devoting her full business efforts and time to the Company and to the promotion of its business up to July 31, 2012 and thereafter as needed, including but not limited to: work on projects assigned to her by the Chairman and CEO and assistance with transition duties.
|
2.
|
Consideration
. Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, Company and Employee agree:
|
a.
|
Voluntary Resignation
.
Employee agrees to voluntarily resign from the Company effective on the Separation Date. Effective as of the close of business on such Separation Date, Employee will resign from all positions she holds as a corporate officer of the Company (including without limitation any positions as an officer, employee and/or director), and from all positions held on behalf of the Company (e.g., external board memberships, internal committee positions). Employee will execute, in writing a voluntary resignation letter as a condition of this Agreement using the format set forth at Exhibit A.
|
b.
|
Separation Pay
.
The Company will pay an amount equal to her current annual base salary
($415,000.00
), plus target bonus
($290,500.00),
for a total payment of
|
c.
|
Bonus
.
Employee will be eligible to receive a pro-rata bonus payout based on the number of full months of service completed in 2012, up to the Separation Date. Bonus payout will be based on the annual bonus for a salary level 2 (SL 2); which is 70% of Employee’s annual base salary times the Employee’s personal modifier of a 1.0, modified for Company performance. The 2012 bonus payout will be paid to the Employee during the 2013 calendar year, but in no event later than March 15, 2013.
|
d.
|
Long-Term Equity and Cash Awards
.
The Company will fulfill its obligations to Employee pursuant to the terms of the signed equity award agreements and offer letter dated November 19, 2009. The Company and Employee agree that the total equity awards, for which the Employee is eligible, are set forth at
Exhibit C.
|
e.
|
Pension and 401(k) Plan Vesting
.
If Employee is eligible, the Company will fulfill its obligations according to the terms of the respective Plans.
|
f.
|
Unused Vacation
.
The Company will pay to Employee wages for any unused vacation for 2012 and any approved vacation carried over from 2011 under the standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Employee, less any lawful deductions, will be payable within 30 days of the Separation Date
;
subject to the Employee providing the details of any vacation days utilized during 2011 and 2012 through the exit interview process.
|
g.
|
Company Benefit Plans
.
Healthcare & dental plan coverage based on Employee’s current health & dental plan elections will continue until October 31, 2012. All other
|
h.
|
COBRA Reimbursement
.
If Employee applies for COBRA benefits, the Company will pay medical and dental coverage via COBRA for twelve (12
)
months beyond the month of separation. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for an additional six (6) months, the remainder of the COBRA period, at her expense.
|
i.
|
Outplacement Services
.
The Employer will pay for outplacement services by the Company’s preferred provider for three
(3) months
, available seven (7) days after signing the Release.
|
j.
|
Return of Company Property
.
Employee will surrender to Company, on her last day in the office (July 31, 2012), all Company materials, including, but not limited to her Company laptop computer, phone, credit card, calling cards, etc. Employee will be responsible for resolving any outstanding balances on the Company credit card.
|
k.
|
Withholding
.
The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions.
|
3.
|
No Consideration Absent Execution of this Agreement
. Employee understands and agrees that she would not receive the monies and/or benefits specified in Paragraph 2 above, unless Employee signs this Agreement on the signature page without having revoked this Agreement pursuant to Paragraph 13 below and the fulfillment of the promises contained herein.
|
4.
|
General Release of Claims
. Employee knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the People’s Republic of China (PRC), U.K. and Germany, the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “
Company
”), of and from any and all claims, known and unknown, asserted and unasserted, Employee has or may have against Company as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:
|
•
|
Title VII of the Civil Rights Act of 1964, as amended;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
|
•
|
The Employee Retirement Income Security Act of 1974, as amended;
|
•
|
The Immigration Reform and Control Act, as amended;
|
•
|
The Americans with Disabilities Act of 1990, as amended;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended;
|
•
|
The Workers Adjustment and Retraining Notification Act, as amended;
|
•
|
The Occupational Safety and Health Act, as amended;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Wall Street Reform Act of 2010 (Dodd Frank);
|
•
|
The Family Medical Leave Act of 1993 (FMLA);
|
•
|
The Texas Civil Rights Act, as amended;
|
•
|
The Texas Minimum Wage Law, as amended;
|
•
|
Equal Pay Law for Texas, as amended;
|
•
|
Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance including but not limited to the State of Texas; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the UK.
|
•
|
Any public policy, contract, tort, or common law;
|
•
|
The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany;
|
•
|
Any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters.
|
5.
|
Confidentiality
. Employee agrees and recognizes that any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company or any of its subsidiaries, divisions or affiliates, including, without limitation, all types of trade secrets, client lists or information, employee lists or information, information regarding product development, marketing plans, management organization, operating policies or manuals, performance results, business plans, financial records, or other financial, commercial, business or technical information (collectively “
Confidential Information
”), must be protected as confidential, not copied, disclosed or used other than for the benefit of the Company at any time unless and until such knowledge or information is in the public domain through no wrongful act by Employee. Employee further agrees not to divulge to anyone (other than the Company or any persons employed or designated by the Company), publish or make use of any such Confidential Information without the prior written consent of the Company, except by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency.
|
6.
|
Non-competition/Non-solicitation/Non-hire.
Employee acknowledges and recognizes the highly competitive nature of the business of the Company. Without the express written permission of Celanese, for a period of two (2) years, following the Separation Date (the “
Restricted Period
”), Employee acknowledges and agrees that she will not: (i) directly or indirectly solicit sales of like products similar to those produced or sold by Company; or (ii) directly engage or become employed with any business that competes with the business of Celanese, including but not limited to: direct sales, supply chain, marketing, or manufacturing for a producer of products similar to those produced or licensed by Celanese. In addition, for two (2) years, Employee will not directly or indirectly solicit, nor hire employees of Celanese for employment. However, nothing in this provision shall restrict Employee from owning, solely as an investment, publicly traded securities of any company which is engaged in the business of Celanese if Employee (i) is not a controlling person of, or a member of a group which controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities of any such company.
|
7.
|
Governing Law and Interpretation
. This Agreement shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event Employee or Company breaches any provision of this Agreement, Employee and Company affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
|
8.
|
Non-admission of Wrongdoing
. The parties agree that neither this Agreement nor the furnishing of the consideration for this Release shall be deemed or construed at any time
|
9.
|
Non
-
Disparagement.
Employee agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers, managers. Likewise the Company’s senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Employee, her reputation and/or her business.
|
10.
|
Future Cooperation after Separation Date.
After the Separation Date,
Employee agrees to make reasonable efforts to assist Company including but not limited to: responding to telephone calls, assisting with transition duties, assisting with issues that arise after the Separation Date and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Employee for reasonable time and expenses in connection with any future cooperation after the Separation Date, at her current annual base pay, converted to an hourly rate of $199/hr. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the Employee within 30 days of remittance by Employee to the Company of such time and expenses incurred.
|
11.
|
Injunctive Relief.
Employee agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, she agrees that in the event of a breach, or threatened breach by her of this Agreement the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity.
|
12.
|
Review Period
. Employee is hereby advised she has until June 11, 2012, or twenty-one (21) calendar days, to review this Agreement and to consult with an attorney prior to execution of this Agreement. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
|
13.
|
Revocation Period and Effective Date
. If Employee signs and returns to the Company a copy of this Agreement, she has a period of seven (7) days (the “
Revocation Period
”) following the date of such execution to revoke this Agreement, after which time this agreement will become effective (the “
Effective Date
”) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after Employee signs this Agreement at which time the Revocation Period shall expire.
|
14.
|
Amendment
. This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement.
|
15.
|
Entire Agreement
. This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to Employee. Employee acknowledges that she has not relied on any representations, promises, or agreements of any kind made to him in connection with her decision to accept this Agreement, except for those set forth in this Agreement
.
Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long Term Incentive Award Claw Back Agreement executed by Employee on or about March 12, 2010 shall remain in full force and effect, except as such Equity Agreements are modified by Section 2(d) of this Agreement.
|
16.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “2” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE AGAINST COMPANY.
|
|
Employee
|
|
Celanese Corporation:
|
|
||
|
By:
|
/s/ Jacquelyn H. Wolf
|
|
By:
|
/s/ Gjon N. Nivica, Jr.
|
|
|
|
Jacquelyn H. Wolf
|
|
|
Gjon N. Nivica, Jr.
|
|
|
|
|
|
|
|
|
|
Date:
|
June 11, 2012
|
|
Date:
|
June 12, 2012
|
|
|
|
|
|
|
|
|
Sign‐on Awards (1)
|
|||||||||
Vesting Period
|
Target Award
|
Numerator
|
Denominator
|
Prorated Amount
|
Price
(a)
|
Timing of Payment (RSUs)/ Exercisable Until (NQSO)
|
Market Value (est.)
|
||
Time Vested RSUs: (2)
|
|
|
|
|
|
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|
||
1/21/2010 ‐ 10/1/2013
|
3,500
|
44
|
44
|
3,500
|
$48.37
|
Oct. 2012
|
|
$169,295
|
|
Stock Options: (3)
|
|
|
|
|
|
|
|
||
1/21/2010 ‐ 10/01/2013
|
6,000
|
33
|
44
|
4,500
|
$32.54
|
11/2/2013
|
|
$71,235
|
|
Total Prorated Sign‐on LTI Award Value
|
|
$240,530
|
|
2010 Performance-Based RSU and Time Vested RSUs (without Options)
|
|||||||||
Vesting Period
|
Target Award
|
Numerator
|
Denominator
|
Prorated Amount
|
Price
(a)
|
Timing of Payment
|
Market Value (est.)
|
||
2010 Performance RSU Awards: (4)
|
|
|
|
|
|
|
|||
12/1/2010 ‐ 9/30/2013
|
8,050
|
23
|
34
|
5,446
|
$48.37
|
Oct. 2013
|
|
$263,423
|
|
2010 Time Vested RSUs: (5)
|
|
|
|
|
|
|
|
||
10/01/2010 ‐ 10/1/2013
|
1,611
|
25
|
36
|
1,119
|
$48.37
|
Oct. 2013
|
|
$54,126
|
|
Total Prorated 2010 RSU Award Value
|
|
$317,550
|
|
2011 Stock Options (6)
|
|||||||||
Grant Date
|
Options Granted
|
Numerator
|
Denominator
|
Prorated Amount
|
Exercise Price
|
Exercisable
until:
|
Market Value (est.)
|
||
10/3/2011 ‐ 10/3/2013
|
2,476
|
13
|
24
|
1,342
|
$32.51
|
11/2/2013
|
|
$21,284
|
|
10/3/2011 ‐ 10/3/2014
|
2,476
|
13
|
36
|
895
|
$32.51
|
11/2/2013
|
|
$14,195
|
|
10/3/2011 ‐ 10/3/2015
|
2,476
|
13
|
48
|
671
|
$32.51
|
11/2/2013
|
|
$10,642
|
|
Total Prorated 2011 Option Award Value
|
|
$46,121
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from continuing operations before tax
|
657
|
|
|
755
|
|
|
538
|
|
|
251
|
|
|
433
|
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(242
|
)
|
|
(192
|
)
|
|
(168
|
)
|
|
(99
|
)
|
|
(172
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Income distributions from equity investments
|
262
|
|
|
205
|
|
|
138
|
|
|
78
|
|
|
183
|
|
Amortization of capitalized interest
|
7
|
|
|
4
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total fixed charges
|
242
|
|
|
280
|
|
|
262
|
|
|
268
|
|
|
324
|
|
Total earnings as defined before combined fixed charges
|
926
|
|
|
1,052
|
|
|
772
|
|
|
500
|
|
|
770
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
185
|
|
|
221
|
|
|
204
|
|
|
207
|
|
|
261
|
|
Capitalized interest
|
2
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
6
|
|
Estimated interest portion of rent expense
|
55
|
|
|
58
|
|
|
53
|
|
|
49
|
|
|
47
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
10
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total combined fixed charges
|
242
|
|
|
280
|
|
|
262
|
|
|
268
|
|
|
324
|
|
Ratio of earnings to combined fixed charges
|
3.8x
|
|
3.8x
|
|
2.9x
|
|
1.9x
|
|
2.4x
|
Name of Company
|
|
Jurisdiction
|
Aggregate Ownership of more than 50% (100% aggregate ownership unless otherwise indicated)
|
|
|
1776461 Canada Inc.
|
|
Canada
|
Acetex Chimie S.A.
|
|
France
|
Acetex (Cyprus) Ltd.
|
|
Cyprus
|
Acetex Derivatives, SAS
|
|
France
|
Acetex Intermediates, SAS
|
|
France
|
Acetyls Holdco Cayman Ltd.
|
|
Cayman Islands
|
Alberta Ag - Industries Ltd.
|
|
Canada
|
Amcel International Co., Inc.
|
|
Delaware
|
BCP Holdings GmbH
|
|
Germany
|
CAPE Holding GmbH†
|
|
Germany
|
CCC Environmental Management and Solutions GmbH & Co. KG
|
|
Germany
|
CCC Environmental Management and Solutions Verwaltungs-GmbH
|
|
Germany
|
Celanese (China) Holding Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Derivatives Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Intermediates Co., Ltd.
|
|
China
|
Celanese (Nanjing) Chemical Co., Ltd.
|
|
China
|
Celanese (Nanjing) Diversified Chemical Co., Ltd.
|
|
China
|
Celanese (Shanghai) International Trading Co., Ltd.
|
|
China
|
Celanese Acetate Limited
|
|
United Kingdom
|
Celanese Acetate LLC
|
|
Delaware
|
Celanese Advanced Materials Inc.†
|
|
Delaware
|
Celanese Alpine S. à r.l. & Co. KG
|
|
Germany
|
Celanese Americas LLC
|
|
Delaware
|
Celanese Argentina S.A.
|
|
Argentina
|
Celanese Canada Inc.
|
|
Canada
|
Celanese Chemicals Europe GmbH
|
|
Germany
|
Celanese Chemicals Ibérica S.L
|
|
Spain
|
Celanese Chemicals Inc.
|
|
Delaware
|
Celanese Chemicals India Private Ltd
|
|
India
|
Celanese Chemicals S.A. (Pty) Ltd.
|
|
South Africa
|
Celanese Chemicals UK Ltd.
|
|
United Kingdom
|
Celanese Deutschland Holding GmbH
|
|
Germany
|
Celanese do Brasil Ltda.
|
|
Brazil
|
Celanese Emulsions B.V
|
|
Netherlands
|
Celanese Emulsions GmbH
|
|
Germany
|
Celanese Emulsions Ltd.
|
|
United Kingdom
|
Celanese Emulsions Norden AB
|
|
Sweden
|
Celanese Emulsions Pension Plan Trustees Ltd
|
|
United Kingdom
|
Celanese EVA Performance Polymers Corporation
|
|
North Carolina
|
Celanese EVA Performance Polymers Inc.
|
|
Canada
|
Celanese EVA Performance Polymers Partnership
|
|
Canada
|
Celanese Far East Ltd.
|
|
Hong Kong
|
Celanese Fibers Operations LLC
|
|
Delaware
|
Celanese Global Relocation LLC
|
|
Delaware
|
Celanese GmbH
|
|
Germany
|
Celanese Holding GmbH
|
|
Germany
|
Celanese Holdings B.V
|
|
Netherlands
|
Celanese Holdings Luxembourg S.à r.l
|
|
Luxembourg
|
Celanese Hungary Kft.
|
|
Hungary
|
Celanese International Corporation
|
|
Delaware
|
Celanese International Holdings Luxembourg S.à r.l
|
|
Luxembourg
|
Celanese Japan Limited
|
|
Japan
|
Celanese Korea Ltd.
|
|
Korea
|
Celanese Ltd.
|
|
Texas
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese PTE. Ltd.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese S.A./N.V.
|
|
Belgium
|
Celanese Singapore PTE. Ltd.
|
|
Singapore
|
Celanese Singapore VAM PTE. Ltd.
|
|
Singapore
|
Celanese US Holdings LLC
|
|
Delaware
|
Celanese Ventures USA, Inc.†
|
|
Delaware
|
Celstran GmbH
|
|
Germany
|
Celtran Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CNA Funding LLC
|
|
Delaware
|
CNA Holdings LLC
|
|
Delaware
|
Crystal US Sub 3 Corp.
|
|
Delaware
|
Edmonton Methanol Company
|
|
Canada
|
Elwood Insurance Limited
|
|
Bermuda
|
Estech GmbH & Co. KG
1
†
|
|
Germany
|
FKAT LLC
|
|
Delaware
|
Grupo Celanese, S. de R.L. de C.V.
2
|
|
Mexico
|
HNA Acquisition ULC
|
|
Canada
|
Hoechst Italia S.p.A.†
|
|
Italy
|
InfraServ Verwaltungs GmbH
|
|
Germany
|
KEP Americas Engineering Plastics, LLC
|
|
Delaware
|
KEP Europe GmbH
|
|
Germany
|
Majoriva GmbH
|
|
Germany
|
Methanol Holdco Cayman Ltd.
|
|
Cayman Islands
|
Northern Mountains Celcan LP
|
|
Canada
|
NutriCapital Inc.
|
|
Delaware
|
Nutrinova Benelux S.A./N.V.
|
|
Belgium
|
Nutrinova France S.à r.l†
|
|
France
|
Nutrinova Inc.
|
|
Delaware
|
Nutrinova Nutrition Specialties & Food Ingredients GmbH
|
|
Germany
|
PT Celanese Indonesia Operations
|
|
Indonesia
|
RIOMAVA GmbH
|
|
Germany
|
Servicios Corporativos Celanese S. de R.L. de C.V.
|
|
Mexico
|
Tenedora Tercera de Toluca S. de R.L. de C.V.
|
|
Mexico
|
Ticona Austria GmbH
|
|
Austria
|
Ticona CR s.r.o
|
|
Czech Republic
|
Ticona Fortron Inc.
|
|
Delaware
|
Ticona France S.à r.l
|
|
France
|
Ticona GmbH
|
|
Germany
|
Ticona Industrial Co. Ltd.
|
|
South Korea
|
Ticona Italia S.r.L
|
|
Italy
|
Ticona Japan Ltd.
|
|
Japan
|
Ticona Korea Ltd.
|
|
Korea
|
Ticona LLC
|
|
Delaware
|
Ticona PBT Holding B.V.
|
|
Netherlands
|
Ticona Polymers Inc.
|
|
Delaware
|
Ticona Polymers Ltda.
|
|
Brazil
|
Ticona Technische Polymere gAG
|
|
Russia
|
Ticona UK Limited
|
|
United Kingdom
|
Transatlantique Chimie S.A.
|
|
France
|
Tydeus Erste Vermögensverwaltungs GmbH
|
|
Germany
|
Tydeus Zweite Vermögensverwaltungs GmbH
|
|
Germany
|
US Pet Film Inc.
|
|
Delaware
|
|
|
|
Aggregate Ownership of 50% or less
|
|
|
CTE Petrochemicals Co.
3
|
|
Cayman Islands
|
Fortron Industries, LLC
3
|
|
North Carolina
|
InfraServ GmbH & Co. Gendorf KG
4
|
|
Germany
|
InfraServ GmbH & Co. Hoechst KG
5
|
|
Germany
|
InfraServ GmbH & Co. Knapsack KG
6
|
|
Germany
|
InfraServ GmbH & Co. Wiesbadem KG
7
|
|
Germany
|
Korea Engineering Plastics Co., Ltd.
3
|
|
Korea
|
Kunming Cellulose Fibers Company, Limited
8
|
|
China
|
National Methanol Company
9
|
|
Saudi Arabia
|
Nantong Cellulose Fibers Company, Limited
10
|
|
China
|
Polyplastics Company, Ltd.
11
|
|
Japan
|
Zhuhai Cellulose Fibers Company, Limited
8
|
|
China
|
1
|
|
Aggregate ownership is 51.00%
|
|
|
|
|
|
2
|
|
Aggregate ownership is 99.89%
|
|
|
|
|
|
3
|
|
Aggregate ownership is 50.00%
|
|
|
|
|
|
4
|
|
Aggregate ownership is 32.43%
|
|
|
|
|
|
5
|
|
Aggregate ownership is 39.00%
|
|
|
|
|
|
6
|
|
Aggregate ownership is 27.00%
|
|
|
|
|
|
7
|
|
Aggregate ownership is 7.90%
|
|
|
|
|
|
8
|
|
Aggregate ownership is 30.00%
|
|
|
|
|
|
9
|
|
Aggregate ownership is 25.00%
|
|
|
|
|
|
10
|
|
Aggregate ownership is 30.68%
|
|
|
|
|
|
11
|
|
Aggregate ownership is 45.00%
|
|
|
|
|
|
†
|
|
In liquidation
|
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 8, 2013
|
|
|
/s/ STEVEN M. STERIN
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: February 8, 2013
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date: February 8, 2013
|
|
|
/s/ STEVEN M. STERIN
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date: February 8, 2013
|
|
PAGE
|
Independent Auditors' Report
|
|
Independent Auditors' Report
|
|
Statements of Operations for the years ended December 31, 2012, 2011 and 2010
|
|
Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010
|
|
Balance Sheets as of December 31, 2012 and 2011
|
|
Statements of Partners' Capital for the years ended December 31, 2012, 2011 and 2010
|
|
Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
|
|
Notes to Financial Statements
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Equity in net earnings of Ibn Sina
|
$
|
267,172
|
|
|
$
|
232,250
|
|
|
$
|
161,704
|
|
Administrative expenses
|
(67
|
)
|
|
(119
|
)
|
|
—
|
|
|||
Withholding tax expense
|
(12,712
|
)
|
|
(11,329
|
)
|
|
(7,698
|
)
|
|||
Net earnings
|
$
|
254,393
|
|
|
$
|
220,802
|
|
|
$
|
154,006
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
254,393
|
|
|
$
|
220,802
|
|
|
$
|
154,006
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Pension and postretirement benefits
|
(700
|
)
|
|
(5,642
|
)
|
|
(527
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
(700
|
)
|
|
(5,642
|
)
|
|
(527
|
)
|
|||
Total comprehensive income, net of tax
|
$
|
253,693
|
|
|
$
|
215,160
|
|
|
$
|
153,479
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
71
|
|
|
$
|
68
|
|
Total current assets
|
71
|
|
|
68
|
|
||
|
|
|
|
||||
Investment in Ibn Sina
|
156,048
|
|
|
143,827
|
|
||
|
|
|
|
||||
Total assets
|
$
|
156,119
|
|
|
$
|
143,895
|
|
|
|
|
|
||||
Liabilities and Partners' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accrued liabilities
|
$
|
60
|
|
|
$
|
55
|
|
Total current liabilities
|
60
|
|
|
55
|
|
||
|
|
|
|
||||
Partners' capital
|
156,059
|
|
|
143,840
|
|
||
|
|
|
|
||||
Total liabilities and partners' capital
|
$
|
156,119
|
|
|
$
|
143,895
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||
|
Texas
|
|
|
|
Texas
|
|
|
|
Texas
|
|
|
||||||||||||||||||
|
Eastern
|
Elwood
|
|
|
Eastern
|
Elwood
|
|
|
Eastern
|
Elwood
|
|
||||||||||||||||||
|
Arabian
|
Insurance
|
|
|
Arabian
|
Insurance
|
|
|
Arabian
|
Insurance
|
|
||||||||||||||||||
|
Ltd.
|
Ltd.
|
Total
|
|
Ltd.
|
Ltd.
|
Total
|
|
Ltd.
|
Ltd.
|
Total
|
||||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||
Partners' Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the period
|
$
|
73,256
|
|
$
|
77,976
|
|
$
|
151,232
|
|
|
$
|
72,344
|
|
$
|
73,195
|
|
$
|
145,539
|
|
|
$
|
72,748
|
|
$
|
72,747
|
|
$
|
145,495
|
|
Net earnings
|
127,197
|
|
127,196
|
|
254,393
|
|
|
110,401
|
|
110,401
|
|
220,802
|
|
|
77,003
|
|
77,003
|
|
154,006
|
|
|||||||||
Net dividends
|
(121,750
|
)
|
(119,724
|
)
|
(241,474
|
)
|
|
(109,489
|
)
|
(105,620
|
)
|
(215,109
|
)
|
|
(77,407
|
)
|
(76,555
|
)
|
(153,962
|
)
|
|||||||||
Balance as of the end of the year
|
78,703
|
|
85,448
|
|
164,151
|
|
|
73,256
|
|
77,976
|
|
151,232
|
|
|
72,344
|
|
73,195
|
|
145,539
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the period
|
(3,696
|
)
|
(3,696
|
)
|
(7,392
|
)
|
|
(875
|
)
|
(875
|
)
|
(1,750
|
)
|
|
(612
|
)
|
(611
|
)
|
(1,223
|
)
|
|||||||||
Pension and postretirement benefits
|
(350
|
)
|
(350
|
)
|
(700
|
)
|
|
(2,821
|
)
|
(2,821
|
)
|
(5,642
|
)
|
|
(263
|
)
|
(264
|
)
|
(527
|
)
|
|||||||||
Balance as of the end of the period
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
|
(3,696
|
)
|
(3,696
|
)
|
(7,392
|
)
|
|
(875
|
)
|
(875
|
)
|
(1,750
|
)
|
|||||||||
Total Partners' Capital
|
$
|
74,657
|
|
$
|
81,402
|
|
$
|
156,059
|
|
|
$
|
69,560
|
|
$
|
74,280
|
|
$
|
143,840
|
|
|
$
|
71,469
|
|
$
|
72,320
|
|
$
|
143,789
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
254,393
|
|
|
$
|
220,802
|
|
|
$
|
154,006
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net earnings of Ibn Sina
|
(267,172
|
)
|
|
(232,250
|
)
|
|
(161,704
|
)
|
|||
Dividends received
|
254,251
|
|
|
226,570
|
|
|
176,159
|
|
|||
Income taxes payable
|
—
|
|
|
—
|
|
|
(14,499
|
)
|
|||
Accrued liabilities
|
5
|
|
|
55
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
241,477
|
|
|
215,177
|
|
|
153,962
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
(241,474
|
)
|
|
(215,109
|
)
|
|
(153,962
|
)
|
|||
Net cash used in financing activities
|
(241,474
|
)
|
|
(215,109
|
)
|
|
(153,962
|
)
|
|||
Net change in cash and cash equivalents
|
3
|
|
|
68
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of period
|
68
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at end of period
|
$
|
71
|
|
|
$
|
68
|
|
|
$
|
—
|
|
1.
|
Description of the Company and Basis of Presentation
|
2.
|
Summary of Accounting Policies
|
•
|
Estimates and assumptions
|
•
|
Investment in Ibn Sina
|
•
|
Dividends
|
•
|
Accumulated Other Comprehensive Income (Loss)
|
3.
|
Accounting Pronouncements
|
4.
|
Investment in Ibn Sina
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Total Assets
|
$
|
551,500
|
|
|
$
|
529,100
|
|
|
$
|
480,263
|
|
Debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Liabilities
|
231,958
|
|
|
222,123
|
|
|
183,977
|
|
|||
Net Sales
|
1,345,146
|
|
|
1,242,616
|
|
|
930,617
|
|
|||
Operating Profit
|
665,050
|
|
|
576,476
|
|
|
387,722
|
|
|||
Net Income
|
591,487
|
|
|
515,650
|
|
|
343,639
|
|
5.
|
Taxes
|
6.
|
Subsequent Events
|
|
|
|
|
|
INDEX
|
PAGE
|
Independent auditors' reports
|
2 -3
|
Balance sheets
|
4
|
Statements of income
|
5
|
Statements of cash flows
|
6
|
Statements of partners' equity
|
7
|
Notes to the financial statements
|
8 - 22
|
|
|
|
|
|
|
|||||||
|
|
|
2012
|
|
|
2011
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
3
|
|
419,343
|
|
|
395,340
|
|
Trade receivables
|
15
|
|
554,140
|
|
|
502,597
|
|
Inventories
|
4
|
|
240,024
|
|
|
201,728
|
|
Other receivables and prepayments
|
5
|
|
65,867
|
|
|
56,844
|
|
Total current assets
|
|
|
1,279,374
|
|
|
1,156,509
|
|
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
715,537
|
|
|
730,687
|
|
Intangible assets
|
7
|
|
34,535
|
|
|
63,106
|
|
Other non-current assets
|
8
|
|
17,403
|
|
|
20,923
|
|
Total non-current assets
|
|
|
767,475
|
|
|
814,716
|
|
TOTAL ASSETS
|
|
|
2,046,849
|
|
|
1,971,225
|
|
|
|
|
|
|
|
||
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
10
|
|
70,917
|
|
|
39,964
|
|
Accrued and other current liabilities
|
11
|
|
570,851
|
|
|
578,064
|
|
Total current liabilities
|
|
|
641,768
|
|
|
618,028
|
|
|
|
|
|
|
|
||
Non-current liabilities
|
12
|
|
121,680
|
|
|
126,574
|
|
Total liabilities
|
|
|
763,448
|
|
|
744,602
|
|
|
|
|
|
|
|
||
Partners' equity
|
|
|
|
|
|
||
Share capital
|
1
|
|
558,000
|
|
|
558,000
|
|
Statutory reserve
|
18
|
|
279,000
|
|
|
279,000
|
|
Retained earnings
|
|
|
446,401
|
|
|
389,623
|
|
Total partners' equity
|
|
|
1,283,401
|
|
|
1,226,623
|
|
TOTAL LIABILITIES AND PARTNERS' EQUITY
|
|
|
2,046,849
|
|
|
1,971,225
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Sales
|
15
|
|
5,044,298
|
|
|
4,659,811
|
|
|
3,489,813
|
|
Cost of sales
|
15
|
|
(2,524,445
|
)
|
|
(2,474,365
|
)
|
|
(2,021,016
|
)
|
Gross profit
|
|
|
2,519,853
|
|
|
2,185,446
|
|
|
1,468,797
|
|
Distribution expenses
|
|
|
(478
|
)
|
|
(1,011
|
)
|
|
(372
|
)
|
General and administrative expenses
|
14,15
|
|
(25,439
|
)
|
|
(20,221
|
)
|
|
(16,335
|
)
|
Operating income
|
|
|
2,493,936
|
|
|
2,164,214
|
|
|
1,452,090
|
|
Financial charges
|
|
|
—
|
|
|
(14
|
)
|
|
(4
|
)
|
Other income, net
|
|
|
11,752
|
|
|
15,029
|
|
|
7,989
|
|
NET INCOME
|
|
|
2,505,688
|
|
|
2,179,229
|
|
|
1,460,075
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
2,505,688
|
|
|
2,179,229
|
|
|
1,460,075
|
|
Adjustments for:
|
|
|
|
|
|
|||
Depreciation
|
111,258
|
|
|
159,248
|
|
|
97,306
|
|
Amortization
|
50,508
|
|
|
29,593
|
|
|
51,992
|
|
End-of-service indemnities
|
14,806
|
|
|
14,669
|
|
|
14,750
|
|
|
|
|
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Trade receivables
|
(51,543
|
)
|
|
(40,467
|
)
|
|
9,640
|
|
Inventories
|
(38,296
|
)
|
|
17,474
|
|
|
(38,484
|
)
|
Other receivables and prepayments
|
(9,023
|
)
|
|
(19,149
|
)
|
|
14,451
|
|
Accounts payable
|
30,953
|
|
|
(6,574
|
)
|
|
16,713
|
|
Accrued and other current liabilities
|
17,354
|
|
|
11,424
|
|
|
51,551
|
|
Other liabilities
|
(3,581
|
)
|
|
3,675
|
|
|
(283
|
)
|
End-of-service indemnities paid
|
(16,119
|
)
|
|
(3,153
|
)
|
|
(1,877
|
)
|
Zakat and income tax paid
|
(311,623
|
)
|
|
(186,229
|
)
|
|
(137,746
|
)
|
Net cash from operating activities
|
2,300,382
|
|
|
2,159,740
|
|
|
1,538,088
|
|
|
|
|
|
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|||
Additions to property, plant and equipment, net
|
(96,663
|
)
|
|
(232,773
|
)
|
|
(68,575
|
)
|
Additions to intangible assets
|
(21,937
|
)
|
|
(53,963
|
)
|
|
(51,464
|
)
|
Other non-current assets
|
3,520
|
|
|
33,097
|
|
|
997
|
|
Net cash used in investing activities
|
(115,080
|
)
|
|
(253,639
|
)
|
|
(119,042
|
)
|
|
|
|
|
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|||
Dividends paid net of zakat and income tax
|
(2,161,299
|
)
|
|
(1,845,995
|
)
|
|
(1,368,130
|
)
|
Net cash used in financing activities
|
(2,161,299
|
)
|
|
(1,845,995
|
)
|
|
(1,368,130
|
)
|
Net change in cash and cash equivalents
|
24,003
|
|
|
60,106
|
|
|
50,916
|
|
Cash and cash equivalents, January 1
|
395,340
|
|
|
335,234
|
|
|
284,318
|
|
CASH AND CASH EQUIVALENTS, DECEMBER 31
|
419,343
|
|
|
395,340
|
|
|
335,234
|
|
|
|
|
|
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Accruals for additions to property, plant and equipment
|
555
|
|
|
6,892
|
|
|
9,021
|
|
Construction in progress transferred to employee home ownership receivables
|
—
|
|
|
—
|
|
|
27,683
|
|
|
|
|
|
|
|
|
|
Saudi
|
|
|
|
|
|
||
|
|
|
Basic
|
|
|
CTE
|
|
|
|
|
|
|
|
Industries
|
|
|
Petrochemicals
|
|
|
|
|
|
|
|
Corporation
|
|
|
Company
|
|
|
Total
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Share capital
|
|
|
|
|
|
|
|
|||
December 31, 2012, 2011 and 2010
|
1
|
|
279,000
|
|
|
279,000
|
|
|
558,000
|
|
Statutory reserve
|
|
|
|
|
|
|
|
|||
December 31, 2012, 2011 and 2010
|
18
|
|
139,500
|
|
|
139,500
|
|
|
279,000
|
|
Retained earnings
|
|
|
|
|
|
|
|
|||
January 1, 2010
|
|
|
199,200
|
|
|
199,666
|
|
|
398,866
|
|
Net income for the year
|
|
|
730,038
|
|
|
730,037
|
|
|
1,460,075
|
|
Zakat and income tax for the year
|
13
|
|
(19,846
|
)
|
|
(159,586
|
)
|
|
(179,432
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
97,421
|
|
|
97,421
|
|
Dividends related to the year 2009, net
|
|
|
(199,304
|
)
|
|
(192,049
|
)
|
|
(391,353
|
)
|
Dividends related to the current year
|
|
|
(537,099
|
)
|
|
(537,099
|
)
|
|
(1,074,198
|
)
|
December 31, 2010
|
|
|
172,989
|
|
|
138,390
|
|
|
311,379
|
|
|
|
|
|
|
|
|
|
|||
Net income for the year
|
|
|
1,089,615
|
|
|
1,089,614
|
|
|
2,179,229
|
|
Zakat and income tax for the year
|
13
|
|
(28,549
|
)
|
|
(226,441
|
)
|
|
(254,990
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
113,099
|
|
|
113,099
|
|
Dividends related to the year 2010, net
|
|
|
(173,185
|
)
|
|
(139,564
|
)
|
|
(312,749
|
)
|
Dividends related to the current year
|
|
|
(823,173
|
)
|
|
(823,172
|
)
|
|
(1,646,345
|
)
|
December 31, 2011
|
|
|
237,697
|
|
|
151,926
|
|
|
389,623
|
|
|
|
|
|
|
|
|
|
|||
Net income for the year
|
|
|
1,252,844
|
|
|
1,252,844
|
|
|
2,505,688
|
|
Zakat and income tax for the year
|
13
|
|
(33,030
|
)
|
|
(254,581
|
)
|
|
(287,611
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
169,770
|
|
|
169,770
|
|
Dividends related to the year 2011, net
|
|
|
(237,853
|
)
|
|
(153,178
|
)
|
|
(391,031
|
)
|
Dividends related to the current year
|
|
|
(970,019
|
)
|
|
(970,019
|
)
|
|
(1,940,038
|
)
|
December 31, 2012
|
|
|
249,639
|
|
|
196,762
|
|
|
446,401
|
|
|
|
|
|
|
|
|
|
|||
Total partners' equity
|
|
|
|
|
|
|
|
|||
December 31, 2012
|
|
|
668,139
|
|
|
615,262
|
|
|
1,283,401
|
|
December 31, 2011
|
|
|
656,197
|
|
|
570,426
|
|
|
1,226,623
|
|
December 31, 2010
|
|
|
591,489
|
|
|
556,890
|
|
|
1,148,379
|
|
1.
|
ORGANIZATION AND ACTIVITIES
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Years
|
|
Buildings
|
33
|
|
Plant and equipment
|
5-20
|
|
Catalyst
|
1-6
|
|
Furniture, fixtures and vehicles
|
4-10
|
|
3.
|
CASH AND CASH EQUIVALENTS
|
|
2012
|
|
|
2011
|
|
|
SR
000
|
|
|
SR 000
|
|
Cash and bank balances
|
175,593
|
|
|
114,090
|
|
Time deposits
|
243,750
|
|
|
281,250
|
|
|
419,343
|
|
|
395,340
|
|
4.
|
INVENTORIES
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
Finished goods
|
120,673
|
|
|
130,886
|
|
Chemicals
|
31,058
|
|
|
21,214
|
|
Spare parts and supplies
|
53,440
|
|
|
36,157
|
|
Goods in transit
|
34,853
|
|
|
13,471
|
|
|
240,024
|
|
|
201,728
|
|
5.
|
OTHER RECEIVABLES AND PREPAYMENTS
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
Advances to related parties (note 15)
|
44,711
|
|
|
33,926
|
|
Prepayments
|
15,945
|
|
|
11,321
|
|
Others
|
5,211
|
|
|
11,597
|
|
|
65,867
|
|
|
56,844
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
Furniture,
|
|
|
|
|
|
|||||
|
|
|
Plant and
|
|
|
|
|
fixtures and
|
|
|
Construction
|
|
|
|
|||
|
Buildings
|
|
|
equipment
|
|
|
Catalyst
|
|
|
vehicles
|
|
|
in progress
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2012
|
311,681
|
|
|
2,264,307
|
|
|
171,121
|
|
|
86,100
|
|
|
161,579
|
|
|
2,994,788
|
|
Additions
|
—
|
|
|
7,914
|
|
|
98
|
|
|
1,238
|
|
|
86,863
|
|
|
96,113
|
|
Transfers
|
—
|
|
|
22,500
|
|
|
1,558
|
|
|
2,180
|
|
|
(26,238
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
December 31, 2012
|
311,681
|
|
|
2,294,565
|
|
|
172,777
|
|
|
89,518
|
|
|
222,204
|
|
|
3,090,745
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2012
|
224,279
|
|
|
1,842,464
|
|
|
121,445
|
|
|
75,913
|
|
|
—
|
|
|
2,264,101
|
|
Charge for year
|
9,518
|
|
|
79,156
|
|
|
19,893
|
|
|
2,691
|
|
|
—
|
|
|
111,258
|
|
Disposals
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
December 31, 2012
|
233,797
|
|
|
1,921,469
|
|
|
141,338
|
|
|
78,604
|
|
|
—
|
|
|
2,375,208
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2012
|
77,884
|
|
|
373,096
|
|
|
31,439
|
|
|
10,914
|
|
|
222,204
|
|
|
715,537
|
|
|
|
|
|
|
|
|
Furniture,
|
|
|
|
|
|
|||||
|
|
|
Plant and
|
|
|
|
|
fixtures and
|
|
|
Construction
|
|
|
|
|||
|
Buildings
|
|
|
equipment
|
|
|
Catalyst
|
|
|
vehicles
|
|
|
in progress
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2011
|
311,568
|
|
|
2,187,052
|
|
|
141,154
|
|
|
80,383
|
|
|
35,614
|
|
|
2,755,771
|
|
Additions
|
—
|
|
|
65,182
|
|
|
27,093
|
|
|
1,496
|
|
|
145,108
|
|
|
238,879
|
|
Transfers
|
113
|
|
|
12,073
|
|
|
2,874
|
|
|
4,221
|
|
|
(19,143
|
)
|
|
138
|
|
December 31, 2011
|
311,681
|
|
|
2,264,307
|
|
|
171,121
|
|
|
86,100
|
|
|
161,579
|
|
|
2,994,788
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2011
|
215,399
|
|
|
1,747,798
|
|
|
68,858
|
|
|
73,446
|
|
|
—
|
|
|
2,105,501
|
|
Charge for year
|
9,528
|
|
|
94,666
|
|
|
52,587
|
|
|
2,467
|
|
|
—
|
|
|
159,248
|
|
Transfers
|
(648
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(648
|
)
|
December 31, 2011
|
224,279
|
|
|
1,842,464
|
|
|
121,445
|
|
|
75,913
|
|
|
—
|
|
|
2,264,101
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2011
|
87,402
|
|
|
421,843
|
|
|
49,676
|
|
|
10,187
|
|
|
161,579
|
|
|
730,687
|
|
7.
|
INTANGIBLE ASSETS
|
|
Employee
|
|
|
|
|
|
|
|
|||
|
home
|
|
|
|
|
Software
|
|
|
|
||
|
ownership
|
|
|
Turnaround
|
|
|
development
|
|
|
|
|
|
costs
|
|
|
costs
|
|
|
costs
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
||||
January 1, 2012
|
5,877
|
|
|
269,719
|
|
|
18,963
|
|
|
294,559
|
|
Additions
|
—
|
|
|
21,937
|
|
|
—
|
|
|
21,937
|
|
December 31, 2012
|
5,877
|
|
|
291,656
|
|
|
18,963
|
|
|
316,496
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
||||
January 1, 2012
|
3,752
|
|
|
210,116
|
|
|
17,585
|
|
|
231,453
|
|
Charge for the year
|
1,175
|
|
|
49,172
|
|
|
161
|
|
|
50,508
|
|
December 31, 2012
|
4,927
|
|
|
259,288
|
|
|
17,746
|
|
|
281,961
|
|
Net book value
|
|
|
|
|
|
|
|
||||
December 31, 2012
|
950
|
|
|
32,368
|
|
|
1,217
|
|
|
34,535
|
|
|
Employee
|
|
|
|
|
|
|
|
|||
|
home
|
|
|
|
|
Software
|
|
|
|
||
|
ownership
|
|
|
Turnaround
|
|
|
development
|
|
|
|
|
|
costs
|
|
|
costs
|
|
|
costs
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
||||
January 1, 2011
|
4,359
|
|
|
218,652
|
|
|
17,585
|
|
|
240,596
|
|
Additions
|
1,518
|
|
|
51,067
|
|
|
1,378
|
|
|
53,963
|
|
December 31, 2011
|
5,877
|
|
|
269,719
|
|
|
18,963
|
|
|
294,559
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
||||
January 1, 2011
|
2,129
|
|
|
182,146
|
|
|
17,585
|
|
|
201,860
|
|
Charge for the year
|
1,623
|
|
|
27,970
|
|
|
—
|
|
|
29,593
|
|
December 31, 2011
|
3,752
|
|
|
210,116
|
|
|
17,585
|
|
|
231,453
|
|
Net book value
|
|
|
|
|
|
|
|
||||
December 31, 2011
|
2,125
|
|
|
59,603
|
|
|
1,378
|
|
|
63,106
|
|
8.
|
OTHER NON-CURRENT ASSETS
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee home ownership receivables
|
15,623
|
|
|
19,485
|
|
Others
|
1,780
|
|
|
1,438
|
|
|
17,403
|
|
|
20,923
|
|
9.
|
BANK FACILITIES
|
10.
|
ACCOUNTS PAYABLE
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
Trade accounts payable
|
11,541
|
|
|
11,125
|
|
Due to related parties (note 15)
|
59,376
|
|
|
28,839
|
|
|
70,917
|
|
|
39,964
|
|
11.
|
ACCRUED AND OTHER CURRENT LIABILITIES
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
Suppliers' accruals (note 15)
|
406,838
|
|
|
408,198
|
|
Technology and innovation costs (note 14,15)
|
1,557
|
|
|
1,331
|
|
Zakat and income tax (note 13)
|
117,875
|
|
|
141,887
|
|
Withholding tax
|
14,402
|
|
|
14,325
|
|
Others
|
30,179
|
|
|
12,323
|
|
|
570,851
|
|
|
578,064
|
|
12.
|
NON-CURRENT LIABILITIES
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
End-of-service indemnities
|
106,447
|
|
|
107,760
|
|
Employees' savings plan (note 17)
|
9,551
|
|
|
9,559
|
|
Employees' early retirement
|
—
|
|
|
2,946
|
|
Other deferred credits
|
5,682
|
|
|
6,309
|
|
|
121,680
|
|
|
126,574
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
January 1
|
107,760
|
|
|
96,244
|
|
Additional provision for the year
|
14,806
|
|
|
14,669
|
|
Utilization of provision
|
(16,119
|
)
|
|
(3,153
|
)
|
December 31
|
106,447
|
|
|
107,760
|
|
13.
|
ZAKAT AND INCOME TAX
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Non-current assets
|
767,475
|
|
|
814,716
|
|
|
743,026
|
|
Spare parts and supplies
|
53,440
|
|
|
36,157
|
|
|
80,952
|
|
Non-current liabilities
|
121,680
|
|
|
126,574
|
|
|
111,383
|
|
Opening partners' equity
|
1,226,623
|
|
|
1,148,379
|
|
|
1,235,866
|
|
Dividends paid
|
2,161,299
|
|
|
1,845,995
|
|
|
1,368,130
|
|
Net income
|
2,505,688
|
|
|
2,179,229
|
|
|
1,460,075
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat
|
|
|
|
|
|
|||
January 1
|
28,601
|
|
|
19,806
|
|
|
16,495
|
|
Provision for the year
|
33,043
|
|
|
28,601
|
|
|
19,806
|
|
(Over)/under provision for the prior year
|
(13
|
)
|
|
(52
|
)
|
|
40
|
|
Payments during the year
|
(28,588
|
)
|
|
(19,754
|
)
|
|
(16,535
|
)
|
December 31
|
33,043
|
|
|
28,601
|
|
|
19,806
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Income tax
|
|
|
|
|
|
|||
January 1
|
113,286
|
|
|
53,319
|
|
|
14,944
|
|
Provision for the year
|
254,604
|
|
|
226,385
|
|
|
150,740
|
|
(Over)/under provision for the prior year
|
(23
|
)
|
|
56
|
|
|
8,846
|
|
Payments during the year
|
(283,035
|
)
|
|
(166,474
|
)
|
|
(121,211
|
)
|
December 31
|
84,832
|
|
|
113,286
|
|
|
53,319
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat for the current year
|
33,043
|
|
|
28,601
|
|
|
19,806
|
|
(Over)/under provision of zakat for the prior year
|
(13
|
)
|
|
(52
|
)
|
|
40
|
|
Income tax for the current year
|
254,604
|
|
|
226,385
|
|
|
150,740
|
|
(Over)/under provision for income tax for the prior year
|
(23
|
)
|
|
56
|
|
|
8,846
|
|
Charged to retained earnings
|
287,611
|
|
|
254,990
|
|
|
179,432
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee benefits
|
11,106
|
|
|
7,684
|
|
|
5,602
|
|
Technology and innovation (note 15)
|
9,995
|
|
|
10,245
|
|
|
8,282
|
|
Depreciation
|
221
|
|
|
10
|
|
|
10
|
|
Other
|
4,117
|
|
|
2,282
|
|
|
2,441
|
|
|
25,439
|
|
|
20,221
|
|
|
16,335
|
|
15.
|
RELATED PARTY TRANSACTIONS AND BALANCES
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
SABIC - for technology and innovation services
|
9,995
|
|
|
10,245
|
|
|
8,282
|
|
16.
|
OPERATING LEASE ARRANGEMENTS
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Charges under operating leases recognized as an expense during the year
|
15,748
|
|
|
7,636
|
|
|
6,206
|
|
17.
|
EMPLOYEES' SAVING PLAN
|
18.
|
STATUTORY RESERVE
|
19.
|
RISK MANAGEMENT
|
20.
|
CONTINGENCIES AND CAPITAL COMMITMENTS
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Commitments for acquisition of property, plant and equipment
|
234,880
|
|
|
136,815
|
|
|
172,380
|
|
21.
|
COMPARATIVE FIGURES
|
22.
|
SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN ACCOUNTING STANDARDS ISSUED BY THE
SAUDI ORGANIZATION FOR CERTIFIED PUBLIC ACCOUNTANTS (SAUDI GAAP) AND
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES (US GAAP)
|
(a)
|
Reconciliation of net income
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Net income under Saudi GAAP
|
2,505,688
|
|
|
2,179,229
|
|
|
1,460,075
|
|
Adjustments:
|
|
|
|
|
|
|||
(i) Zakat and income tax
|
(287,611
|
)
|
|
(254,990
|
)
|
|
(179,432
|
)
|
(ii) Deferred tax
|
11,015
|
|
|
6,070
|
|
|
6,140
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(14,331
|
)
|
|
337
|
|
|
2,881
|
|
(iv) Other
|
(435
|
)
|
|
3,044
|
|
|
(1,016
|
)
|
Net income under US GAAP
|
2,214,326
|
|
|
1,933,690
|
|
|
1,288,648
|
|
(b)
|
Reconciliation of partners' equity
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Partners' equity under Saudi GAAP
|
1,283,401
|
|
|
1,226,623
|
|
|
1,148,379
|
|
(ii) Deferred tax
|
23,078
|
|
|
12,063
|
|
|
5,993
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(98,988
|
)
|
|
(78,751
|
)
|
|
(31,481
|
)
|
(iv) Other
|
(9,208
|
)
|
|
(8,773
|
)
|
|
(11,817
|
)
|
Partners' equity under US GAAP
|
1,198,283
|
|
|
1,151,162
|
|
|
1,111,074
|
|
(c)
|
Summary of reconciling items to US GAAP
|
(i)
|
Zakat and income tax
|
(ii)
|
Deferred tax
|
(iii)
|
Actuarial valuation adjustment for end of service
indemnities (“EOSI”)
|
(iv)
|
Other
|