þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal
year ended December 31, 2010
|
||
OR
|
||
o
|
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) |
98-0420726
(I.R.S. Employer Identification No.) |
|
1601 West LBJ Freeway, Dallas, TX
(Address of Principal Executive Offices) |
75234-6034
(Zip Code) |
Name of Each Exchange
|
||
Title of Each Class
|
on Which Registered
|
|
Series A Common Stock, par
value $0.0001 per share
|
New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
2
Item 1. | Business |
3
4
Advanced
|
||||||||
Engineered Materials | Consumer Specialties | Industrial Specialties | Acetyl Intermediates | |||||
2010 Net
Sales
(1)
|
$1,109 million |
$1,089 million
|
$1,036 million | $2,682 million | ||||
Key Products
|
Polyacetal products (POM)
Ultra-high molecular weight polyethylene (GUR ® ) Liquid crystal polymers (LCP) Polyphenylene sulfide (PPS) Polybutylene terephthalate (PBT) Polyethylene terephthalate (PET) Long-fiber reinforced thermoplastics (LFT) |
Acetate tow
Acetate flake Sunett ® sweetener Sorbates |
Conventional emulsions
Vinyl acetate ethylene emulsions (VAE) Low-density polyethylene resins (LDPE) Ethylene vinyl acetate (EVA) resins and compounds |
Acetic acid
Vinyl acetate monomer (VAM) Acetic anhydride Acetaldehyde Ethyl acetate Butyl acetate Formaldehyde |
||||
Major End-Use
Applications |
Fuel system components
Conveyor belts Battery separators Electronics Automotive safety systems Appliances Filtrations Medical Devices Telecommunications |
Filter products
Beverages Confections Baked goods |
Photovoltaic cell systems
Paints Coatings Adhesives Textiles Paper finishing Flexible packaging Lamination products Medical tubing Automotive parts |
Paints
Coatings Adhesives Lubricants Pharmaceuticals Films Textiles Inks Plasticizers Esters Solvents |
(1) | Consolidated net sales of $5,918 million for the year ended December 31, 2010 also includes $2 million in net sales from Other Activities, which is attributable to our captive insurance companies. Net sales for Acetyl Intermediates and Consumer Specialties exclude inter-segment sales of $400 million and $9 million, respectively, for the year ended December 31, 2010. |
5
| Advanced Engineered Materials Our Advanced Engineered Materials business is a leading participant in the global technical polymers industry. Approximately 70% of its business is specification-based, which drives sustainable value for its performance polymers. Advanced Engineered Materials maintains its competitive advantage with high-quality products and services, as well as its technical knowledge in application development and product technology. Its substantial strategic affiliates also enhance its global reach. |
| Consumer Specialties Our Acetate Products business is a leading producer of acetate tow, used in the production of filter products. We also hold approximately 30% ownership interests in three separate Acetate Products production entities in China. Our Nutrinova business is a leading international supplier of the high intensity sweetener Sunett ® (acesulfame potassium) for the food, beverage and pharmaceutical industries and is also one of the worlds largest producers of sorbates used in food preservatives. |
| Industrial Specialties Our Industrial Specialties business is active in every major global industrial sector and has manufacturing plants across North America, Europe and Asia. Our expertise in vinyl-based technology enables us to drive value into our customers products. We are a leading global producer of VAE emulsions and a recognized authority on low VOC (volatile organic compound) technology. |
| Acetyl Intermediates As an industry leader, our Acetyl Intermediates business has built on its leading technology, an advantaged feedstock position, and attractive industry structure to drive growth. With decades of experience, advanced proprietary process technology and favorable production costs, we are a leading global producer of acetic acid and VAM. In 2007, we strengthened our global positions with the opening of an integrated chemical complex in Nanjing, China, that brings world-class scale to one site for the production of acetic acid, VAM, acetic anhydride and other products. |
| Geographic Growth We continue to accelerate growth in emerging regions, including Asia. Our integrated chemical complex in Nanjing, China, the largest integrated acetyls complex in the world, serves as a foundation for our expansion in Asia and supports the regions increasing demand. Our strategic affiliates will further accelerate this growth. |
6
| Innovation We expect innovation through new product and application development to enhance revenue growth, particularly in our Advanced Engineered Materials and Industrial Specialties businesses. Advanced Engineered Materials has industry-leading polymer technologies used in high performance applications and Industrial Specialties provides attractive economic solutions for environmentally-sensitive low-VOC applications, including paints, coatings and adhesives. Innovation and application development strategies in these businesses bolster the companys operating earnings. |
| Productivity We have a track record of executing on our productivity commitments. Energy reduction, business process excellence, manufacturing optimization and other productivity initiatives will enable us to offset fixed cost inflation, improve our operating performance and fuel reinvestment in our businesses. We expect to realize our productivity commitments for fixed cost reductions in the near term. |
| Portfolio Enhancements We continuously pursue opportunities that meet our investment criteria and shift our current product base towards technology-focused and specialty materials businesses. In December 2009, we completed the acquisition of the LFT business of FACT GmbH (Future Advanced Composites Technology). We also acquired two product lines, Zenite ® LCP and Thermx ® polycyclohexylene-dimethylene terephthalate (PCT), from DuPont Performance Polymers in May 2010. Through our 25%-owned strategic venture in Saudi Arabia, known as National Methanol Company or Ibn Sina, we are also investing in a new POM facility in Saudi Arabia to strengthen our specialty materials portfolio. |
7
8
| Key Products |
| Facilities |
9
| Geographic Regions |
Year Ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
384 | 34 | 285 | 35 | 365 | 34 | ||||||||||||||||||
Europe and Africa
|
530 | 48 | 403 | 50 | 553 | 52 | ||||||||||||||||||
Asia-Pacific
|
152 | 14 | 82 | 10 | 106 | 10 | ||||||||||||||||||
South America
|
43 | 4 | 38 | 5 | 37 | 4 | ||||||||||||||||||
Total
|
1,109 | 808 | 1,061 | |||||||||||||||||||||
| Customers |
| Competition |
10
| Key Products |
| Facilities |
11
| Geographic Regions |
Year Ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
186 | 17 | 176 | 16 | 194 | 17 | ||||||||||||||||||
Europe and Africa
|
448 | 41 | 452 | 42 | 497 | 43 | ||||||||||||||||||
Asia-Pacific
|
394 | 36 | 402 | 37 | 413 | 36 | ||||||||||||||||||
South America
|
61 | 6 | 48 | 5 | 51 | 4 | ||||||||||||||||||
Total
|
1,089 | (1) | 1,078 | (1) | 1,155 | (1) | ||||||||||||||||||
(1) | Excludes inter-segment sales of $9 million, $6 million and $0 million for the years ended December 31, 2010, 2009 and 2008, respectively. |
| Customers |
| Competition |
12
| Key Products |
| Facilities |
| Geographic Regions |
Year Ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
450 | 43 | 382 | 39 | 617 | 44 | ||||||||||||||||||
Europe and Africa
|
481 | 47 | 504 | 52 | 684 | 48 | ||||||||||||||||||
Asia-Pacific
|
97 | 9 | 78 | 8 | 81 | 6 | ||||||||||||||||||
South America
|
8 | 1 | 10 | 1 | 24 | 2 | ||||||||||||||||||
Total
|
1,036 | 974 | 1,406 | |||||||||||||||||||||
| Customers |
| Competition |
13
| 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; and |
| Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume. |
| Formaldehyde, paraformaldehyde and formcels 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, are used by the Nutrinova line for the production of sorbates, as well as raw materials for the fragrance and food ingredients industry. |
14
| Facilities |
| Geographic Regions |
Year Ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
654 | 24 | 501 | 22 | 743 | 23 | ||||||||||||||||||
Europe and Africa
|
897 | 34 | 771 | 35 | 1,198 | 37 | ||||||||||||||||||
Asia-Pacific
|
1,046 | 39 | 884 | 40 | 1,142 | 36 | ||||||||||||||||||
South America
|
85 | 3 | 64 | 3 | 116 | 4 | ||||||||||||||||||
Total
|
2,682 | (1) | 2,220 | (1) | 3,199 | (1) | ||||||||||||||||||
(1) | Excludes inter-segment sales of $400 million, $383 million and $676 million for the years ended December 31, 2010, 2009 and 2008, respectively. |
| Customers |
15
| Competition |
Year
|
||||||||||||||
Location | Ownership | Business Segment | Partner(s) | Entered | ||||||||||
Equity Method Investments
|
||||||||||||||
National Methanol Company
|
Saudi Arabia | 25 | % | Advanced Engineered Materials | Saudi Basic Industries Corporation (SABIC)/ Texas Eastern Arabian Corporation Ltd. | 1981 | ||||||||
Korea Engineering Plastics Co., Ltd
|
South Korea | 50 | % | Advanced Engineered Materials | Mitsubishi Gas Chemical Company, Inc./Mitsubishi Corporation | 1999 | ||||||||
Polyplastics Co., Ltd.
|
Japan | 45 | % | Advanced Engineered Materials | Daicel Chemical Industries Ltd. | 1964 | ||||||||
Fortron Industries LLC
|
US | 50 | % | Advanced Engineered Materials | Kureha Corporation | 1992 | ||||||||
Cost Method Investments
|
||||||||||||||
Kunming Cellulose Fibers Co. Ltd.
|
China | 30 | % | Consumer Specialties | China National Tobacco Corporation | 1993 | ||||||||
Nantong Cellulose Fibers Co. Ltd.
|
China | 31 | % | Consumer Specialties | China National Tobacco Corporation | 1986 | ||||||||
Zhuhai Cellulose Fibers Co. Ltd.
|
China | 30 | % | Consumer Specialties | China National Tobacco Corporation | 1993 |
16
17
| Other Equity Investments |
Ownership % | ||||
InfraServ GmbH & Co. Gendorf KG
|
39 | |||
InfraServ GmbH & Co. Knapsack KG
|
27 | |||
InfraServ GmbH & Co. Hoechst KG
|
32 |
18
Employees as of
|
||||
December 31, 2010 | ||||
North America
|
||||
US
|
2,350 | |||
Canada
|
250 | |||
Mexico
|
700 | |||
Total
|
3,300 | |||
Europe
|
||||
Germany
|
1,600 | |||
Other Europe
|
1,500 | |||
Total
|
3,100 | |||
Asia
|
800 | |||
Rest of World
|
50 | |||
Total
|
7,250 | |||
19
Item 1A. | Risk Factors |
20
| 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 general level of business and economic activity; and |
| The direct or indirect effect of governmental regulation. |
21
22
23
24
25
26
27
28
| 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. |
29
30
Item 1B. | Unresolved Staff Comments |
31
33
119
167
168
169
170
Item 2.
Properties
Site
Leased/Owned
Products/Functions
Leased
Administrative offices
Leased
Corporate headquarters
Owned
Administrative offices
Leased
Administrative offices
Leased
Automotive Development Center
Owned
POM,
GUR
®
,
Compounding
Owned
Compounding
Owned by Polyplastics Co.,
Ltd.
(6)
POM, PBT, LCP, Compounding
Owned by InfraServ GmbH & Co. Hoechst
KG
(6)
No operations in 2010; relocation site
Owned by National Methanol
Company
(6)
MTBE, Methanol
Leased
LFT
Owned
LFT, POM, Compounding
Owned by Polyplastics Co.,
Ltd.
(6)
POM, Compounding
Leased
LFT,
GUR
®
,
Compounding
Leased
GUR
®
Owned
LCP, Compounding
Leased
Compounding
Owned by Korea Engineering Plastics Co.,
Ltd.
(6)
POM
Owned by Fortron Industries
LLC
(6)
PPS
Owned
LFT
Owned by InfraServ GmbH & Co. Hoechst
KG
(6)
Sorbates,
Sunett
®
sweetener
Owned by Kunming Cellulose Fibers Co.
Ltd.
(5)
Acetate tow
Owned
Acetate tow
Owned by Nantong Cellulose Fibers Co.
Ltd.
(5)
Acetate tow, Acetate flake
Owned
Acetate tow, Acetate flake
Owned
Acetate tow, Acetate flake
32
Table of Contents
Site
Leased/Owned
Products/Functions
Owned
Acetate tow, Acetate flake, Acetate film
Owned by Zhuhai Cellulose Fibers Co.
Ltd.
(5)
Acetate tow
Owned
Conventional emulsions
Owned
Conventional emulsions, VAE emulsions
Owned
LDPE, EVA
Owned by InfraServ GmbH & Co. Hoechst
KG
(6)
Conventional emulsions, VAE emulsions
Owned
VAE emulsions
Owned
Conventional emulsions, VAE emulsions
Leased
Conventional emulsions, VAE emulsions
Owned
Conventional emulsions, VAE emulsions
Owned by Complejo Industrial Taqsa
AIE
(5)
Conventional emulsions, VAE emulsions
Leased
VAM
Owned
Formaldehyde
Owned
Acetic anhydride, Ethyl acetate
Owned
Acetic acid, VAM
Owned by InfraServ GmbH & Co. Hoechst
KG
(6)
Acetaldehyde, VAM, Butyl acetate
Leased
Acetic acid, Butyl acetate, Ethyl acetate, VAM
Leased
Acetic acid, Acetic anhydride, VAM
Owned
Site is no longer operating
Owned
Site is no longer operating
Leased
Acetic anhydride
Owned by Complejo Industrial Taqsa
AIE
(5)
VAM
(1)
Celanese owns the assets on this site, but utilizes 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, but
utilizes the land through the terms of a long-term land lease.
(3)
Multiple Celanese business segments conduct operations at the
Frankfurt am Main facility.
(4)
Multiple Celanese business segments conduct operations at the
Tarragona site. Celanese owns the assets on this site but shares
ownership in the land. Celaneses ownership percentage in
the land is 15%.
(5)
A Celanese cost method investment.
(6)
A Celanese equity method investment.
Table of Contents
(7)
Celanese is relocating the Kelsterbach plant to the Frankfurt am
Main facility. Celanese will own the assets, but utilize the
land through the terms of a long-term land lease.
(8)
Site is no longer operational and is currently held for sale.
(9)
Site moved from Acetyl Intermediates segment to Advanced
Engineered Materials segment to reflect the change in the
affiliates business dynamics and growth opportunities as a
result of the future construction of the POM facility.
Item 3.
Legal
Proceedings
Item 4.
[Removed
and Reserved]
Name
Age
Position
55
Chairman of the Board, President and Chief Executive Officer
58
Chief Operating Officer
39
Senior Vice President and Chief Financial Officer
62
Senior Vice President, Operations and Technical
46
Senior Vice President, General Counsel and Corporate Secretary
45
Senior Vice President, Corporate Affairs
52
Senior Vice President, Business Strategy Development and
Procurement
49
Senior Vice President, Human Resources
44
Senior Vice President, Finance and Treasurer
34
Table of Contents
35
Table of Contents
36
Table of Contents
Item 5.
Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Price Range
High
Low
$
34.77
$
28.20
$
35.83
$
24.84
$
33.00
$
23.47
$
41.74
$
31.22
$
15.27
$
7.44
$
24.30
$
12.67
$
27.93
$
19.72
$
33.41
$
23.65
37
Table of Contents
Approximate Dollar
Total Number of
Value of Shares
Total Number
Average
Shares Purchased as
Remaining that may be
of Shares
Price Paid
Part of Publicly
Purchased Under
Period
Purchased
per Share
Announced Program
the Program
41,129
(1)
$
32.35
-
$
81,300,000
194,100
$
36.05
194,100
$
74,300,000
335
(1)
$
39.09
-
$
74,300,000
235,564
$
35.41
194,100
74,300,000
(1)
Relates to shares the Company has elected to withhold from
employees to cover their statutory minimum withholding
requirements for personal income taxes related to the vesting of
restricted stock units.
38
Table of Contents
39
Table of Contents
Number of Securities
Remaining Available for
Number of Securities to be
Weighted Average
Future Issuance Under
Issued upon Exercise of
Exercise Price of
Equity Compensation
Outstanding Options,
Outstanding Options,
Plans (excluding securities
Plan Category
Warrants and Rights
Warrants and Rights
reflected in column (a))
(a)
(b)
(c)
302,125
$
27.36
2,322,450
2,228,329
-
2,322,450
4,970,842
$
20.44
-
952,305
-
-
8,453,601
2,322,450
(1)
The shares to be issued under plans not approved by shareholders
relate to the Celanese Corporation 2004 Stock Incentive Plan,
which is our former broad-based stock incentive plan for
executive officers, key employees and directors. The 2004 Stock
Incentive Plan allowed for the issuance or delivery of shares of
our common stock through the award of stock options, restricted
stock units and other stock-based awards as approved by the
compensation committee of the board of directors. The 2004 Stock
Incentive Plan was effectively replaced by the Celanese
Corporation 2009 Global Incentive Plan. No further awards were
made pursuant to the 2004 Stock Incentive Plan upon shareholder
approval of the 2009 Global Incentive Plan in April 2009. Both
the 2004 Stock Incentive Plan and the 2009 Global Incentive Plan
are described in more detail in Note 19 of the accompanying
notes to the consolidated financial statements.
40
Table of Contents
Item 6.
Selected
Financial Data
41
Table of Contents
Year Ended December 31,
2010
2009
2008
2007
2006
As Adjusted
(In $ millions, except per share data)
5,918
5,082
6,823
6,444
5,778
(46
)
(136
)
(108
)
(58
)
(10
)
503
290
440
748
620
538
251
433
437
549
426
494
370
327
342
(49
)
4
(90
)
90
87
377
498
281
416
429
2.73
3.37
2.44
2.05
2.09
2.69
3.14
2.27
1.90
1.99
764
594
685
827
824
8,281
8,412
7,158
8,051
7,898
3,218
3,501
3,533
3,556
3,498
926
586
174
1,055
790
287
308
350
291
269
222
167
267
306
244
0.18
0.16
0.16
0.16
0.16
(1)
Trade working capital is defined as trade accounts receivable
from third parties and affiliates net of allowance for doubtful
accounts, plus inventories, less trade accounts payable to third
parties and affiliates. Trade working capital is calculated in
the table below:
As of December 31,
2010
2009
2008
2007
2006
(In $ millions)
827
721
631
1,009
1,001
610
522
577
636
653
(673
)
(649
)
(523
)
(818
)
(830
)
764
594
685
827
824
(2)
Amounts include accrued capital expenditures. Amounts do not
include capital expenditures related to capital lease
obligations or capital expenditures related to the relocation of
our Ticona plant in Kelsterbach. See Note 24 and
Note 28 to the accompanying consolidated financial
statements.
(3)
Annual dividends for the year ended December 31, 2010
consists of two quarterly dividend payments of $0.04 and two
quarterly dividend payments of $0.05 per share. In April 2010
the Board of Directors approved a 25% increase in our quarterly
dividend rate from $0.04 to $0.05 per share of Series A
common stock applicable to dividends payable beginning in August
2010.
42
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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;
43
Table of Contents
costs and potential disruption or interruption of production due
to accidents 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 related 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; and
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;
various other factors, both referenced and not referenced in
this document.
We announced our newly developed advanced technology to produce
ethanol. This innovative, new process combines our proprietary
and leading acetyl platform with highly advanced manufacturing
technology to produce ethanol from hydrocarbon-sourced
feedstocks.
We launched
VitalDose
tm
,
an ethylene vinyl acetate (EVA) polymer-based
excipient that facilitates drug makers efforts to develop
and commercialize controlled-release pharmaceutical solutions.
We announced that Fortron Industries, LLC, one of our strategic
affiliates, will increase its production at its Wilmington,
North Carolina plant to meet an increased global demand for
Fortron
®
polyphenylene sulfide (PPS), a high-performance
polymer used in demanding industrial applications. The Fortron
Industries plant is the worlds largest linear PPS
operation with a 15,000 metric ton annual capacity.
We announced a plan to close our acetate flake and tow
manufacturing operations in Spondon, Derby, United Kingdom in
the latter part of 2011. We expect the project to cost between
$80 million and $120 million, with annual cash savings
of $40 million to $60 million.
We completed an amendment and extension to our senior secured
credit facility and completed an offering of $600 million
of senior unsecured notes. We used the proceeds from the sale of
the notes and $200 million of cash on hand to repay
$800 million of borrowings under our term loan facility.
These actions resulted in a reduction of our previous
$2.7 billion term loan facility maturing in 2014 to
$2.5 billion of secured and unsecured debt with staggered
maturities in 2014, 2016 and 2018.
We acquired two product lines,
Zenite
®
liquid crystal polymer (LCP) and
Thermx
®
polycyclohexylene-dimethylene terephthalate (PCT),
from DuPont Performance Polymers (DuPont).
44
Table of Contents
We announced five-year Environmental Health and Safety
sustainability goals for occupational safety performance, energy
intensity, greenhouse gases and waste management intended to be
achieved by the year 2015.
We received American Chemistry Councils (ACC)
2010 Responsible Care Initiative of the Year Award. This award
recognizes companies that demonstrate leadership in the areas of
employee health and safety, security or environmental protection
in the chemistry industry.
We announced the construction of a 50,000 ton polyacetal
(POM) production facility by our National Methanol
Company affiliate (Ibn Sina) in Saudi Arabia and
extended the term of the joint venture, which will now run until
2032. Upon successful startup of the POM facility, our indirect
economic interest in Ibn Sina will increase from 25% to a total
of 32.5%.
We received formal approval of our previously announced plans to
expand flake and tow capacities, each by 30,000 tons, at our
affiliate facility in Nantong, China, with our affiliate
partner, China National Tobacco Corporation.
We announced a 25% increase in our quarterly Series A
common stock cash dividend beginning August 2010. Accordingly,
the annual dividend rate increased from $0.16 to $0.20 per share
of Series A common stock and the quarterly rate increased
from $0.04 to $0.05 per share of Series A common stock.
We redeemed all of our Convertible Perpetual Preferred Stock for
Series A common stock on February 22, 2010.
45
Table of Contents
Year Ended December 31,
2010
2009
2008
As Adjusted
(In $ millions, except percentages)
5,918
5,082
6,823
1,180
1,003
1,256
(505
)
(474
)
(545
)
(46
)
(136
)
(108
)
503
290
440
168
99
172
(204
)
(207
)
(261
)
(16
)
-
-
73
57
48
538
251
433
426
494
371
(49
)
4
(90
)
377
498
281
287
308
350
9.1
%
4.9
%
6.3
%
As of December 31,
2010
2009
(In $ millions)
740
1,254
228
242
2,990
3,259
3,218
3,501
46
Table of Contents
Year Ended December 31,
2010
2009
(In $ millions)
(32
)
(105
)
(4
)
(17
)
(74
)
(14
)
(26
)
(16
)
18
6
13
-
59
10
(46
)
(136
)
47
Table of Contents
48
Table of Contents
Year Ended December 31,
2009
2008
(In $ millions)
(105
)
(21
)
(17
)
(7
)
(14
)
(115
)
(16
)
(12
)
6
38
10
-
-
8
-
1
(136
)
(108
)
49
Table of Contents
50
Table of Contents
Volume
Price
Currency
Other
Total
(In percentages)
35
1
(3
)
4
(2)
37
2
-
(1
)
-
1
11
6
(3
)
(8
)
(3)
6
10
10
(2
)
-
18
13
7
(2
)
(2
)
(1)
16
(21
)
(1
)
(2
)
-
(24
)
(12
)
7
(1
)
-
(6
)
(10
)
(10
)
(2
)
(9
)
(3)
(31
)
(6
)
(26
)
(1
)
-
(33
)
(10
)
(16
)
(2
)
2
(1)
(26
)
(1)
Includes the effects of the captive insurance companies and the
impact of fluctuations in intersegment eliminations.
(2)
2010 includes the effects of the FACT and DuPont acquisitions.
(3)
2010 does not include the effects of the PVOH business, which
was sold on July 1, 2009.
Year Ended December 31,
Change
2010
2009
in $
As Adjusted
(In $ millions, except percentages)
1,109
808
301
35
%
1
%
(3
)%
4
%
186
38
148
16.8
%
4.7
%
31
(18
)
49
144
78
66
329
114
215
76
73
3
51
Table of Contents
52
Table of Contents
Year Ended December 31,
Change
2010
2009
in $
(In $ millions, except percentages)
1,098
1,084
14
2
%
-
%
(1
)%
-
%
164
231
(67
)
14.9
%
21.3
%
(76
)
(9
)
(67
)
2
1
1
71
56
15
237
288
(51
)
42
50
(8
)
53
Table of Contents
Year Ended December 31,
Change
2010
2009
in $
(In $ millions, except percentages)
1,036
974
62
11
%
6
%
(3
)%
(8
)%
89
89
-
8.6
%
9.1
%
25
4
21
89
89
-
41
51
(10
)
54
Table of Contents
Year Ended December 31,
Change
2010
2009
in $
As Adjusted
(In $ millions, except percentages)
3,082
2,603
479
10
%
10
%
(2
)%
-
%
243
92
151
7.9
%
3.5
%
(12
)
(91
)
79
5
5
-
252
102
150
117
123
(6
)
55
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
As Adjusted
(In $ millions, except percentages)
808
1,061
(253
)
(21
)%
(1
)%
(2
)%
-
%
38
37
1
4.7
%
3.5
%
(18
)
(29
)
11
78
155
(77
)
114
190
(76
)
73
76
(3
)
56
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
(In $ millions, except percentages)
1,084
1,155
(71
)
(12
)%
7
%
(1
)%
-
%
231
190
41
21.3
%
16.5
%
(9
)
(2
)
(7
)
1
-
1
56
46
10
288
237
51
50
53
(3
)
57
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
(In $ millions, except percentages)
974
1,406
(432
)
(10
)%
(10
)%
(2
)%
(9
)%
89
47
42
9.1
%
3.3
%
4
(3
)
7
89
47
42
51
62
(11
)
58
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
As Adjusted
(In $ millions, except percentages)
2,603
3,875
(1,272
)
(6
)%
(26
)%
(1
)%
-
%
92
304
(212
)
3.5
%
7.8
%
(91
)
(78
)
(13
)
5
3
2
102
312
(210
)
123
150
(27
)
59
Table of Contents
60
Table of Contents
61
Table of Contents
62
Table of Contents
First Lien Senior Secured Leverage Ratios
Estimate, if Fully
Borrowing
Maximum
Estimate
Drawn
Capacity
(In $ millions)
3.9 to 1.00
1.8 to 1.00
2.4 to 1.00
600
63
Table of Contents
Total From
Year Ended December 31,
Inception Through
2010
2009
2008
December 31, 2010
1,667,592
-
9,763,200
11,430,792
$
28.77
$
-
$
38.68
$
37.24
$
48
$
-
$
378
$
426
Payments due by period
Less Than
After 5
Total
1 Year
Years 2 & 3
Years 4 & 5
Years
(In $ millions)
600
-
-
-
600
508
5
10
493
-
1,409
14
28
28
1,339
1,199
(1)
208
309
244
438
245
15
32
31
167
456
(2)
194
21
28
213
4,417
436
400
824
2,757
336
62
92
83
99
288
15
-
-
273
(3)
1,642
(4)
241
470
250
681
308
(5)
80
100
39
89
1,347
205
413
391
338
185
53
57
23
52
8,523
1,092
1,532
1,610
4,289
(1)
We have outstanding interest rate swap agreements accounted for
as cash flow hedges that have the economic effect of modifying
the variable rate obligations associated with our 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, 2010.
(2)
Other debt of $456 million is primarily made up of fixed
rate pollution control and industrial revenue bonds, short-term
borrowings from affiliated companies and other bank obligations.
64
Table of Contents
(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)
Represents the
take-or-pay
provisions included in certain long-term purchase agreements. We
do not expect to incur material losses under these arrangements.
(5)
Includes 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.
Critical
Accounting Policies and Estimates
Recoverability of Long-Lived Assets
65
Table of Contents
66
Table of Contents
Income Taxes
67
Table of Contents
Benefit Obligations
68
Table of Contents
Accounting for Commitments and Contingencies
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
69
Table of Contents
(1)
Fixes the LIBOR portion of the Companys US-dollar
denominated variable rate borrowings (Note 13).
(1)
Fixes the LIBOR portion of the Companys US-dollar
denominated variable rate borrowings (Note 13).
As of December 31, 2010 and December 31, 2009
Notional Value
Effective Date
Expiration Date
Fixed Rate
(1)
(In millions)
April 2, 2007
April 2, 2011
4.04%
(1)
Fixes the EURIBOR portion of the Companys Euro denominated
variable rate borrowings (Note 13).
70
Table of Contents
2011 Maturity
(In $ millions)
(217
)
(43
)
(265
)
22
26
35
1
(12
)
14
6
(433
)
71
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
June 30,
September 30,
December 31,
2010
2010
2010
2010
As Adjusted
(Unaudited)
(In $ millions, except per share data)
1,388
1,517
1,506
1,507
218
303
346
313
(77
)
(1)
(6
)
36
(2)
1
(14
)
156
221
140
before tax
(7
)
224
191
130
13
163
147
103
1
(3
)
(2
)
(45
)
14
160
145
58
0.07
1.02
0.93
0.37
0.07
1.01
0.92
0.36
Three Months Ended
March 31,
June 30,
September 30,
December 31,
2009
2009
2009
2009
As Adjusted
(Unaudited)
(In $ millions, except per share data)
1,146
1,244
1,304
1,388
200
248
266
289
(21
)
(3)
(6
)
(96
)
(4)
(13
)
27
89
65
109
before tax
(11
)
127
48
87
(16
)
110
398
2
1
(1
)
-
4
(15
)
109
398
6
(0.12
)
0.74
2.75
0.03
(0.12
)
0.69
2.53
0.03
72
Table of Contents
(1)
Consists principally of $72 million in long-lived asset
impairment losses. The long-lived asset impairment losses are
associated with the proposed closure of the Spondon, Derby,
United Kingdom acetate production facility.
(2)
Consists principally of $18 million in net insurance
recoveries, a $26 million reduction in plumbing legal
reserves, and a $15 million favorable settlement in a
resolution of a commercial dispute, partially offset by
$16 million of employee termination costs related to the
closures of the Pardies, France and Spondon, Derby, United
Kingdom plant locations.
(3)
Consists principally of $24 million in employee termination
benefits due to our efforts to align production capacity and
staffing levels with our view of an economic environment of
prolonged lower demand.
(4)
Consists principally of $58 million in employee termination
benefits, $20 million of contract termination costs and
$7 million of long-lived impairment losses related to the
Project of Closure at our Pardies, France plant location.
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Changes
in Internal Control Over Financial Reporting
73
Table of Contents
74
Table of Contents
75
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
76
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
Page Number
81
82
83
84
86
87
77
Table of Contents
By:
Title:
Chairman of the Board of Directors and
Chairman of the Board of Directors,
Chief Executive Officer
(Principal Executive Officer)
February 11, 2011
Senior Vice President, Chief Financial
Officer (Principal Financial Officer)
February 11, 2011
Senior Vice President, Finance and Treasurer
(Principal Accounting Officer)
February 11, 2011
Director
February 11, 2011
Director
February 11, 2011
Director
February 11, 2011
78
Table of Contents
Director
February 11, 2011
Director
February 11, 2011
Director
February 11, 2011
Director
February 11, 2011
Director
February 11, 2011
79
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
81
82
83
years ended December 31, 2010, 2009 and 2008
84
86
87
87
87
93
94
99
100
100
101
102
103
105
105
107
111
120
123
125
127
132
137
137
141
144
150
151
153
155
155
156
156
165
80
Table of Contents
81
Table of Contents
Year Ended December 31,
2010
2009
2008
As Adjusted (Note 4)
(In $ millions, except for share and per share data)
5,918
5,082
6,823
(4,738
)
(4,079
)
(5,567
)
1,180
1,003
1,256
(505
)
(474
)
(545
)
(61
)
(77
)
(76
)
(70
)
(70
)
(75
)
(46
)
(136
)
(108
)
(3
)
2
(4
)
8
42
(8
)
503
290
440
168
99
172
(204
)
(207
)
(261
)
(16
)
-
-
7
8
31
73
57
48
7
4
3
538
251
433
(112
)
243
(63
)
426
494
370
(80
)
6
(120
)
2
-
6
29
(2
)
24
(49
)
4
(90
)
377
498
280
-
-
1
377
498
281
(3
)
(10
)
(10
)
374
488
271
426
494
371
(49
)
4
(90
)
377
498
281
2.73
3.37
2.44
(0.31
)
0.03
(0.61
)
2.42
3.40
1.83
2.69
3.14
2.27
(0.31
)
0.03
(0.55
)
2.38
3.17
1.72
154,564,136
143,688,749
148,350,273
158,372,192
157,115,521
163,471,873
82
Table of Contents
As of December 31,
2010
2009
As Adjusted
(Note 4)
(In $ millions, except share amounts)
740
1,254
827
721
253
262
610
522
92
42
78
3
9
2
59
50
2,668
2,856
838
792
3,017
2,797
443
484
-
80
289
311
774
798
252
294
8,281
8,412
228
242
673
649
596
611
28
33
17
72
1,542
1,607
2,990
3,259
116
137
273
229
1,359
1,288
1,075
1,306
-
-
-
-
-
-
(829
)
(781
)
574
522
1,851
1,505
(670
)
(660
)
926
586
-
-
926
586
8,281
8,412
83
Table of Contents
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
(LOSS)
2010
2009
2008
Shares
Shares
Shares
Outstanding
Amount
Outstanding
Amount
Outstanding
Amount
As Adjusted (Note 4)
(In $ millions, except share data)
9,600,000
-
9,600,000
-
9,600,000
-
(9,600,000
)
-
-
-
-
-
-
-
9,600,000
-
9,600,000
-
144,394,069
-
143,505,708
-
152,102,801
-
12,084,942
-
-
-
-
-
7,437
-
-
-
-
-
800,347
-
806,580
-
1,056,368
-
(1,667,592
)
-
-
-
(9,763,200
)
-
140,090
-
81,781
-
109,739
-
155,759,293
-
144,394,069
-
143,505,708
-
20,601,686
(781
)
20,601,686
(781
)
10,838,486
(403
)
1,667,592
(48
)
-
-
9,763,200
(378
)
22,269,278
(829
)
20,601,686
(781
)
20,601,686
(781
)
522
495
469
-
-
2
19
13
14
33
14
10
574
522
495
1,505
1,040
793
377
498
281
(28
)
(23
)
(24
)
(3
)
(10
)
(10
)
1,851
1,505
1,040
(660
)
(580
)
196
(1
)
(3
)
(23
)
37
5
(130
)
17
15
(79
)
(63
)
(97
)
(544
)
(670
)
(660
)
(580
)
926
586
174
-
2
5
-
(2
)
(2
)
-
-
(1
)
-
-
2
926
586
176
84
Table of Contents
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
(LOSS)
2010
2009
2008
Shares
Shares
Shares
Outstanding
Amount
Outstanding
Amount
Outstanding
Amount
As Adjusted (Note 4)
(In $ millions, except share data)
377
498
280
(1
)
(3
)
(23
)
37
5
(130
)
17
15
(79
)
(63
)
(97
)
(544
)
367
418
(496
)
-
-
1
367
418
(495
)
85
Table of Contents
Year Ended December 31,
2010
2009
2008
As Adjusted (Note 4)
(In $ millions)
377
498
280
(5
)
73
111
300
319
360
15
(402
)
(69
)
(8
)
(40
)
1
16
-
-
11
12
37
8
(2
)
3
(90
)
(79
)
339
(98
)
30
21
9
9
53
19
104
(265
)
(102
)
74
(285
)
452
596
586
(201
)
(176
)
(274
)
(46
)
(9
)
-
26
171
9
-
412
311
(312
)
(351
)
(185
)
-
15
202
-
-
(91
)
-
-
(93
)
(27
)
(31
)
(80
)
(560
)
31
(201
)
(16
)
(9
)
(64
)
600
-
13
(897
)
(80
)
(47
)
(24
)
(3
)
-
(48
)
-
(378
)
14
14
18
(28
)
(23
)
(24
)
(3
)
(10
)
(10
)
14
(1
)
(7
)
(388
)
(112
)
(499
)
(18
)
63
(35
)
(514
)
578
(149
)
1,254
676
825
740
1,254
676
86
Table of Contents
1.
Description
of the Company and Basis of Presentation
2.
Summary
of Accounting Policies
Consolidation principles
Estimates and assumptions
Cash and cash equivalents
87
Table of Contents
Inventories
Investments in marketable securities
Investments in affiliates
Property, plant and equipment, net
20 years
30 years
20 years
88
Table of Contents
Goodwill and other intangible assets
89
Table of Contents
Financial instruments
90
Table of Contents
Concentrations of credit risk
Allowance for doubtful accounts
Deferred financing costs
Environmental liabilities
Legal fees
91
Table of Contents
Revenue recognition
Research and development
Insurance loss reserves
Reinsurance receivables
Income taxes
92
Table of Contents
Noncontrolling interests
Accounting for purchasing agent agreements
Functional and reporting currencies
Reclassifications
3.
Recent
Accounting Pronouncements
93
Table of Contents
4.
Acquisitions,
Dispositions, Ventures and Plant Closures
Weighted
Average Life
(In years)
(In $ millions)
46
indefinite
9
10
6
10
7
3
11
13
46
94
Table of Contents
95
Table of Contents
Year Ended December 31, 2009
Year Ended December 31, 2008
As
As Adjusted for
As
As Adjusted for
Originally
Retrospective
Effect of
Originally
Retrospective
Effect of
Reported
Application
Change
Reported
Application
Change
(In $ millions, except per share data)
48
99
51
54
172
118
98
57
(41
)
167
48
(119
)
241
251
10
434
433
(1
)
484
494
10
371
370
(1
)
488
498
10
281
280
(1
)
488
498
10
282
281
(1
)
478
488
10
272
271
(1
)
3.30
3.37
0.07
2.44
2.44
-
0.03
0.03
-
(0.61
)
(0.61
)
-
3.33
3.40
0.07
1.83
1.83
-
3.08
3.14
0.06
2.28
2.27
(0.01
)
0.03
0.03
-
(0.55
)
(0.55
)
-
3.11
3.17
0.06
1.73
1.72
(0.01
)
As of December 31, 2009
As
As Adjusted for
Originally
Retrospective
Effect of
Reported
Application
Change
(In $ millions)
790
792
2
8,410
8,412
2
1,502
1,505
3
(659
)
(660
)
(1
)
584
586
2
584
586
2
8,410
8,412
2
96
Table of Contents
Year Ended December 31,
2009
2008
As
As Adjusted for
As
As Adjusted for
Originally
Retrospective
Effect of
Originally
Retrospective
Effect of
Reported
Application
Change
Reported
Application
Change
(In $ millions)
488
498
10
281
280
(1
)
22
12
(10
)
36
37
1
Year Ended December 31,
2009
2008
As
As Adjusted for
As
As Adjusted for
Originally
Retrospective
Effect of
Originally
Retrospective
Effect of
Reported
Application
Change
Reported
Application
Change
(In $ millions)
Earnings (loss) from continuing operations before tax
62
114
52
69
190
121
Earnings (loss) from continuing operations before tax
144
102
(42
)
434
312
(122
)
Spondon, Derby, United Kingdom
97
Table of Contents
Year Ended December 31, 2010
(In $ millions)
(15
)
(72
)
(87
)
(6
)
(6
)
Pardies, France
Year Ended December 31,
2010
2009
(In $ millions)
(6
)
(60
)
(1
)
(12
)
(3
)
(17
)
(3
)
-
1
-
(12
)
(89
)
-
-
(4
)
-
-
(9
)
(8
)
(8
)
(12
)
(17
)
98
Table of Contents
5.
Marketable
Securities, at Fair Value
Year ended December 31,
2010
2009
2008
(In $ millions)
8
5
10
-
-
(10
)
8
5
-
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gain
Loss
Value
(In $ millions)
1
-
-
1
77
-
-
77
78
-
-
78
26
2
-
28
1
-
-
1
27
2
-
29
55
-
(3
)
52
2
-
-
2
84
2
(3
)
83
99
Table of Contents
6.
Receivables,
Net
As of December 31,
2010
2009
(In $ millions)
839
739
(12
)
(18
)
827
721
31
49
60
64
163
149
(1
)
-
253
262
7.
Inventories
As of December 31,
2010
2009
(In $ millions)
442
367
31
28
137
127
610
522
100
Table of Contents
8.
Investments
in Affiliates
Share of
Ownership
Carrying
Earnings (Loss)
Percentage
Value
Year Ended
as of December 31,
as of December 31,
December 31,
Business Segment
2010
2009
2010
2009
2010
2009
2008
(In percentages)
(In $ millions)
Acetyl Intermediates
-
-
-
-
-
-
-
Advanced Engineered Materials
25
25
53
56
81
51
118
Advanced Engineered Materials
50
50
79
74
5
(3
)
4
Advanced Engineered Materials
50
50
153
159
20
14
12
Advanced Engineered Materials
45
45
229
175
37
15
19
Advanced Engineered Materials
50
50
3
2
1
-
2
Other Activities
39
39
27
27
4
3
4
Other Activities
32
32
128
142
16
15
10
Other Activities
27
27
22
24
4
5
4
Wellness,
L.P.
(2)
Consumer Specialties
10
10
5
4
-
(1
)
(1
)
699
663
168
99
172
(1)
The Company divested this investment in July 2009 as part of the
sale of PVOH (Note 4).
(2)
The Company accounts for its 10% 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.
Year Ended December 31,
2010
2009
2008
As Adjusted (Note 4)
(In $ millions)
566
336
633
168
99
172
138
78
183
2010
2009
(In $ millions)
226
223
202
212
108
98
39
43
101
Table of Contents
2010
2009
2008
(In $ millions)
923
630
1,235
403
256
578
357
222
512
Ownership
Dividend
Percentage as of
Carrying Value as of
Income for the
December 31,
December 31,
Year Ended December 31,
Business Segment
2010
2009
2010
2009
2010
2009
2008
(In percentages)
(In $ millions)
Consumer Specialties
30
30
14
14
11
10
8
Consumer Specialties
31
31
89
77
51
38
32
Consumer Specialties
30
30
14
14
9
8
6
Other Activities
8
8
6
6
2
1
2
16
18
-
-
-
139
129
73
57
48
9.
Property,
Plant and Equipment, Net
As of December 31,
2010
2009
(In $ millions)
57
62
39
44
334
360
2,589
2,669
1,129
792
4,148
3,927
(1,131
)
(1,130
)
3,017
2,797
102
Table of Contents
As of December 31,
2010
2009
(In $ millions)
23
46
263
226
(74
)
(55
)
212
217
Year Ended December 31,
2010
2009
2008
(In $ millions)
2
2
6
195
213
255
10.
Goodwill
and Intangible Assets, Net
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(In $ millions)
258
252
40
235
785
-
-
(6
)
-
(6
)
258
252
34
235
779
-
-
-
-
-
5
5
1
8
19
263
257
35
243
798
-
-
-
-
-
263
257
35
243
798
13
-
-
-
13
34
-
-
(34
)
-
(11
)
(8
)
-
(18
)
(37
)
299
249
35
191
774
-
-
-
-
-
299
249
35
191
774
(1)
Fully impaired goodwill of $6 million was written off
related to the sale of PVOH.
103
Table of Contents
Customer-
Covenants
Trademarks
Related
not to
and
Intangible
Developed
Compete
Trade names
Licenses
Assets
Technology
and Other
Total
(In $ millions)
82
29
537
12
12
672
-
-
-
1
-
1
1
-
15
-
-
16
83
29
552
13
12
689
9
-
6
7
11
33
(4
)
1
(32
)
-
-
(35
)
88
30
526
20
23
687
-
(3
)
(285
)
(10
)
(10
)
(308
)
(5
)
(3
)
(67
)
(1
)
(1
)
(77
)
-
-
(10
)
-
-
(10
)
(5
)
(6
)
(362
)
(11
)
(11
)
(395
)
-
(3
)
(54
)
(1
)
(3
)
(61
)
-
(1
)
21
1
-
21
(5
)
(10
)
(395
)
(11
)
(14
)
(435
)
83
20
131
9
9
252
Year Ended December 31,
2010
2009
2008
(In $ millions)
61
72
76
104
Table of Contents
(In $ millions)
63
47
29
18
8
11.
Current
Other Liabilities
As of December 31,
2010
2009
(In $ millions)
111
100
16
13
57
99
27
37
31
22
69
75
49
49
15
15
29
20
15
5
177
176
596
611
12.
Noncurrent
Other Liabilities
As of December 31,
2010
2009
(In $ millions)
85
93
69
85
41
47
786
848
46
45
14
44
4
61
30
83
1,075
1,306
105
Table of Contents
(1)
Primarily relates to proceeds received from the Frankfurt,
Germany Airport as part of a settlement for the Company to
relocate its Kelsterbach, Germany Ticona operations to a new
site (Note 28). Such proceeds will be deferred until the
transfer of title to the Frankfurt, Germany Airport.
Year Ended December 31,
2010
2009
2008
(In $ millions)
67
49
47
-
14
6
3
2
3
(15
)
(14
)
(6
)
23
15
1
(1
)
1
(2
)
77
67
49
(1)
Primarily relates to sites and impaired long-lived assets
(Note 17) which management no longer considers to have
an indeterminate life.
(2)
Primarily relates to revisions to the estimated cost of future
plant closures.
106
Table of Contents
13.
Debt
As of December 31,
2010
2009
(In $ millions)
74
102
154
140
228
242
508
2,785
1,409
-
600
-
181
181
245
242
121
153
3,064
3,361
(74
)
(102
)
2,990
3,259
107
Table of Contents
108
Table of Contents
US dollar-
Euro dollar-
denominated
denominated
term loan
term loan
Maturity Date
(In millions)
$
2,212
388
April 2, 2014
(649
)
(114
)
(6
)
(1
)
$
1,557
273
$
1,140
204
October 31, 2016
417
69
April 2, 2014
$
1,557
273
109
Table of Contents
First Lien Senior Secured Leverage Ratios
Maximum
Estimate
Estimate, if Fully Drawn
Borrowing Capacity
(In $ millions)
3.9 to 1.00
1.8 to 1.00
2.4 to 1.00
600
Year Ended December 31,
2010
2009
2008
(In $ millions)
7
7
7
As of December 31,
2010
2009
(In $ millions)
27
27
110
Table of Contents
(In $ millions)
228
45
46
538
42
2,319
3,218
Year Ended December 31,
2010
2009
2008
(In $ millions)
14
11
13
6
6
7
111
Table of Contents
Pension Benefits
Postretirement Benefits
As of December 31,
As of December 31,
2010
2009
2010
2009
(In $ millions)
3,342
3,073
281
275
30
29
1
1
188
193
15
17
-
-
22
25
-
5
-
-
210
230
11
12
-
(3
)
-
-
-
(1
)
-
-
(227
)
(222
)
(56
)
(59
)
-
-
7
6
(3
)
(2
)
-
-
(7
)
40
1
4
3,533
3,342
282
281
2,329
2,170
-
-
308
306
-
-
52
44
34
34
-
-
22
25
-
(2
)
-
-
-
(3
)
-
-
(227
)
(222
)
(56
)
(59
)
(2
)
36
-
-
2,460
2,329
-
-
(1,073
)
(1,013
)
(282
)
(281
)
5
6
1
1
720
630
(50
)
(63
)
(348
)
(377
)
(331
)
(343
)
18
5
-
-
(22
)
(22
)
(27
)
(27
)
(1,069
)
(996
)
(255
)
(254
)
(1,073
)
(1,013
)
(282
)
(281
)
720
630
(50
)
(63
)
5
6
1
1
725
636
(49
)
(62
)
(348
)
(377
)
(331
)
(343
)
(1)
Primarily relates to change in discount rates.
(2)
Amount shown net of tax of $93 million and $54 million
as of December 31, 2010 and 2009, respectively, in the
consolidated statements of shareholders equity and
comprehensive income (loss). See Note 16 for the related
tax associated with the pension and postretirement benefit
obligations.
112
Table of Contents
Pension Benefits
Postretirement Benefits
As of December 31,
As of December 31,
2010
2009
2010
2009
(In percentages)
85
85
89
90
15
15
11
10
100
100
100
100
Pension Benefits
As of December 31,
2010
2009
(In percentages)
82
83
18
17
100
100
As of December 31,
2010
2009
(In $ millions)
3,320
3,280
2,228
2,262
As of December 31,
2010
2009
(In $ millions)
3,216
3,169
2,215
2,249
As of December 31,
2010
2009
(In $ millions)
3,436
3,218
113
Table of Contents
Pension Benefits
Postretirement Benefits
Year Ended December 31,
Year Ended December 31,
2010
2009
2008
2010
2009
2008
(In $ millions)
30
29
31
1
1
1
188
193
195
15
17
17
(197
)
(207
)
(218
)
-
-
-
1
-
-
-
-
-
8
1
1
(4
)
(5
)
(4
)
(4
)
(1
)
(2
)
-
-
-
-
-
3
-
-
-
-
2
-
-
-
-
26
17
10
12
13
14
Pension
Postretirement
Benefits
Benefits
(In $ millions)
29
(3
)
1
-
30
(3
)
Year Ended December 31,
2010
2009
2008
(In $ millions)
16
15
15
114
Table of Contents
Pension Benefits
Postretirement Benefits
As of December 31,
As of December 31,
2010
2009
2010
2009
(In percentages)
5.30
5.90
4.90
5.50
5.05
5.41
4.95
5.49
5.26
5.83
4.91
5.50
4.00
4.00
2.66
2.94
3.58
3.84
Pension Benefits
Postretirement Benefits
Year Ended December 31,
Year Ended December 31,
2010
2009
2008
2010
2009
2008
(In percentages)
5.90
6.50
6.30
5.50
6.40
6.00
5.41
5.84
5.42
5.49
6.11
5.31
5.83
6.41
6.16
5.50
6.37
5.93
8.50
8.50
8.50
6.07
5.29
5.68
8.06
7.94
8.05
4.00
4.00
4.00
2.94
3.24
3.15
3.84
3.90
3.66
115
Table of Contents
2011
53
26
20
1
100
2011
74
17
5
4
100
116
Table of Contents
117
Table of Contents
December 31, 2010
Fair Value Measurement Using
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(In $ millions)
9
-
-
9
-
21
-
21
-
200
26
226
2
778
-
780
737
-
-
737
-
9
-
9
33
236
-
269
-
68
-
68
-
9
-
9
-
293
-
293
-
58
-
58
-
29
-
29
7
-
-
7
788
1,701
26
2,515
-
(9
)
-
(9
)
-
(9
)
-
(9
)
788
1,692
26
2,506
(1)
Total net assets excludes non-financial plan receivables and
payables of $26 million and $72 million, respectively.
Non-financial items include due to/from broker, interest
receivables and accrued expenses.
118
Table of Contents
December 31, 2009
Fair Value Measurement Using
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(In $ millions)
2
-
-
2
-
16
-
16
-
210
19
229
-
819
-
819
521
-
-
521
-
258
-
258
88
211
-
299
-
53
-
53
-
7
-
7
-
298
-
298
-
64
-
64
6
-
-
6
-
28
-
28
617
1,964
19
2,600
-
(283
)
-
(283
)
-
(283
)
-
(283
)
617
1,681
19
2,317
(1)
Total net assets excludes non-financial plan receivables and
payables of $129 million and $117 million,
respectively. Non-financial items include due to/from broker,
interest receivables and accrued expenses.
As of December 31,
2010
2009
(In $ millions)
19
7
8
10
(1
)
2
26
19
Table of Contents
Postretirement
Benefit
Pension
Expected
Benefit
Federal
Payments
(1)
Payments
Subsidy
(In $ millions)
232
57
7
230
57
7
228
58
7
227
59
3
226
60
3
1,165
290
12
(1)
Payments are expected to be made primarily from plan assets.
As of December 31,
2010
2009
(In $ millions)
27
30
8
8
120
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
66
78
78
19
22
13
As of December 31,
2010
2009
(In $ millions)
16
13
85
93
101
106
As of December 31,
2010
2009
(In $ millions)
36
36
26
28
13
10
26
32
101
106
Year Ended December 31,
2010
2009
2008
(In $ millions)
1
9
3
8
6
1
121
Table of Contents
Ownership %
Liability %
39
10
27
22
32
40
8
-
100
-
122
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
2
1
2
123
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
28
23
24
Total From
Year Ended December 31,
Inception Through
2010
2009
2008
December 31, 2010
1,667,592
-
9,763,200
11,430,792
$
28.77
$
-
$
38.68
$
37.24
$
48
$
-
$
378
$
426
124
Table of Contents
Accumulated
Unrealized
Unrealized
Pension and
Other
Gain (Loss) on
Foreign
Gain (Loss)
Postretire-
Comprehensive
Marketable
Currency
on Interest
ment
Income
Securities
Translation
Rate Swaps
Benefits
(Loss), Net
As Adjusted (Note 4)
(In $ millions)
26
87
(37
)
120
196
(23
)
(1)
(130
)
(79
)
(549
)
(781
)
-
-
-
5
5
3
(43
)
(116
)
(424
)
(580
)
(5
)
10
23
(150
)
(122
)
2
(5
)
(8
)
53
42
-
(38
)
(101
)
(521
)
(660
)
-
26
32
(102
)
(44
)
(1
)
11
(15
)
39
34
(1
)
(1
)
(84
)
(584
)
(670
)
(1)
Includes a net reclassification adjustment of
($2) million to the consolidated statements of operations.
Year Ended December 31,
2010
2009
2008
(In $ millions)
(32
)
(105
)
(21
)
(4
)
(17
)
(7
)
(74
)
(14
)
(115
)
(26
)
(16
)
(12
)
18
6
38
13
-
-
59
10
-
-
-
8
-
-
1
(46
)
(136
)
(108
)
125
Table of Contents
126
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Other
Total
(In $ millions)
2
2
6
17
2
29
12
9
6
66
12
105
(8
)
(7
)
(9
)
(23
)
(7
)
(54
)
1
-
-
-
-
1
7
4
3
60
7
81
2
17
-
6
7
32
(6
)
(3
)
(3
)
(37
)
(4
)
(53
)
-
(1
)
-
-
-
(1
)
-
(1
)
-
(5
)
-
(6
)
3
16
-
24
10
53
-
2
-
-
1
3
-
-
-
17
-
17
-
(2
)
-
-
-
(2
)
-
-
-
-
-
-
-
-
-
17
1
18
-
-
-
6
-
6
-
-
-
(18
)
-
(18
)
-
-
-
(2
)
-
(2
)
-
-
-
3
1
4
3
16
-
27
11
57
Year Ended December 31,
2010
2009
2008
As Adjusted (Note 4)
(In $ millions)
214
294
135
324
(43
)
298
538
251
433
127
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
62
11
62
35
148
92
97
159
154
16
(404
)
(37
)
(1
)
2
(54
)
15
(402
)
(91
)
112
(243
)
63
As of December 31,
2010
2009
(In $ millions)
356
361
233
195
10
10
422
375
193
220
1,214
1,161
(385
)
(334
)
(1)
829
827
323
336
47
45
68
90
438
471
391
356
(1)
Includes deferred tax asset valuation allowances primarily for
the Companys 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.
128
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
188
88
152
39
(314
)
(5
)
(41
)
(20
)
(17
)
8
4
18
28
10
(5
)
(48
)
(15
)
(84
)
(71
)
71
3
(3
)
(76
)
-
12
9
1
112
(243
)
63
(1)
Includes impact of earnings from China and Singapore subject to
tax holidays which expire between 2008 and 2013 and favorable
tax rates in other jurisdictions.
129
Table of Contents
130
Table of Contents
Year Ended December 31,
2010
2009
(In $ millions)
208
195
-
19
85
39
(48
)
(38
)
(1
)
(7
)
244
208
Year Ended December 31,
2010
2009
2008
(In $ millions)
12
7
2
131
Table of Contents
19.
Stock-Based
and Other Management Compensation Plans
Shares Available for
Shares Subject to
Awards
Outstanding Awards
2,322,450
2,530,454
-
5,923,147
132
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
7
7
1
5
6
-
1
1
-
133
Table of Contents
Year Ended December 31,
2010
2009
2008
1.27
%
1.90
%
3.30
%
5.72
5.20
7.70
0.59
%
0.96
%
0.38
%
51.75
%
54.30
%
31.40
%
Weighted-
Average
Weighted-
Remaining
Aggregate
Number of
Average
Contractual
Intrinsic
Options
Exercise Price
Term
Value
(In millions)
(In $)
(In years)
(In $ millions)
6.0
19.01
0.2
32.40
(0.8
)
17.32
(0.1
)
39.42
5.3
19.27
4.2
115
4.7
18.14
4.0
108
Year Ended December 31,
2010
2009
2008
$
14.76
$
7.46
$
16.78
Year Ended December 31,
2010
2009
2008
(In $ millions)
13
9
27
14
14
18
134
Table of Contents
Weighted
Number of
Average
Units
Fair Value
(In thousands)
(In $)
1,415
25.24
350
41.34
(179
)
(1)
23.63
(69
)
23.63
(72
)
29.64
1,445
29.19
(1)
Shares vested on December 31, 2010; however, the shares
were not released until January 2011.
Year Ended December 31,
2010
2009
2008
(In $ millions)
8
2
3
135
Table of Contents
Year Ended December 31,
2010
2009
2008
0.79%
1.11%
1.05%
0.00 - 4.18%
0.00 - 4.64%
0.00 - 12.71%
25 - 70%
25 - 75%
20 - 70%
Employee Time-based RSUs
Director Time-Based RSUs
Weighted
Weighted
Number of
Average
Number of
Average
Units
Fair Value
Units
Fair Value
(In thousands)
(In $)
(In thousands)
(In $)
502
25.57
41
16.58
322
30.12
21
33.13
(165
)
27.62
(41
)
16.58
(52
)
25.10
-
-
607
26.41
21
33.13
Year Ended December 31,
2010
2009
2008
(In $ millions)
6
2
1
136
Table of Contents
20.
Leases
Year Ended December 31,
2010
2009
2008
(In $ millions)
160
148
141
Capital
Operating
(In $ millions)
43
62
42
48
39
44
39
38
34
45
285
99
-
(25
)
482
311
237
245
21.
Derivative
Financial Instruments
137
Table of Contents
(1)
Fixes the LIBOR portion of the Companys US-dollar
denominated variable rate borrowings (Note 13).
(1)
Fixes the LIBOR portion of the Companys US-dollar
denominated variable rate borrowings (Note 13).
As of December 31, 2010 and December 31, 2009
Notional Value
Effective Date
Expiration Date
Fixed
Rate
(1)
(In millions)
150
April 2, 2007
April 2, 2011
4.04%
(1)
Fixes the EURIBOR portion of the Companys Euro denominated
variable rate borrowings (Note 13).
138
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
(68
)
(63
)
(18
)
-
-
1
17
15
(79
)
2011 Maturity
(In $ millions)
(217
)
(43
)
(265
)
22
26
35
1
(12
)
14
6
(433
)
139
Table of Contents
As of December 31,
2010
2009
(In $ millions)
751
1,463
Year Ended December 31,
2010
2009
2008
(In $ millions)
-
-
(19
)
Year Ended December 31,
2010
2009
2008
(In $ millions)
-
-
1
140
Table of Contents
Year Ended December 31, 2010
Year Ended December 31, 2009
Gain (Loss)
Gain (Loss)
Recognized
Recognized
in Other
Gain (Loss)
in Other
Gain (Loss)
Comprehensive
Recognized
Comprehensive
Recognized
Income
in Income
Income
in Income
(In $ millions)
(In $ millions)
(31
)
(1)
(68
)
(2)
(40
)
(3)
(63
)
(2)
-
33
-
(20
)
(31
)
(35
)
(40
)
(83
)
(1)
Amount excludes $5 million of losses associated with the
Companys equity method investments derivative
activity and $15 million of tax expense.
(2)
Amount represents reclassification from Accumulated other
comprehensive income (loss), net and is classified as Interest
expense in the consolidated statement of operations.
(3)
Amount excludes $8 million of tax expense.
22.
Fair
Value Measurements
141
Table of Contents
142
Table of Contents
Fair Value Measurement Using
Quoted Prices
Significant
in Active
Other
Markets for
Observable
Identical Assets
Inputs
(Level 1)
(Level 2)
Total
(In $ millions)
-
1
1
77
-
77
-
3
3
(1)
77
4
81
-
(59
)
(59
)
(2)
-
(14
)
(14
)
(3)
-
(10
)
(10
)
(2)
-
(83
)
(83
)
-
28
28
-
1
1
-
29
29
52
-
52
2
-
2
-
12
12
(1)
54
41
95
-
(68
)
(68
)
(2)
-
(44
)
(44
)
(3)
-
(7
)
(7
)
(2)
-
(119
)
(119
)
(1)
Included in current Other assets in the consolidated balance
sheets.
(2)
Included in current Other liabilities in the consolidated
balance sheets.
(3)
Included in noncurrent Other liabilities in the consolidated
balance sheets.
143
Table of Contents
As of December 31,
2010
2009
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(In $ millions)
139
-
129
(1)
-
70
70
66
66
3,064
3,087
3,361
3,246
(1)
As Adjusted (Note 4 and Note 8)
23.
Commitments
and Contingencies
144
Table of Contents
Couture, et al. v. Shell Oil Company, et al.,
No. 200-06-000001-985
(Quebec Superior Court, Canada).
Dilday, et al. v. Hoechst Celanese Corporation, et al.,
No. 15187 (Chancery Ct., Weakley County, Tennessee).
Furlan v. Shell Oil Company, et al., No. C967239
(British Columbia Supreme Court, Vancouver Registry, Canada).
Gariepy, et al. v. Shell Oil Company, et al., No. 30781/99
(Ontario Court General Division, Canada) (pending final approval
of nationwide Canadian class settlement).
Shelter General Insurance Co., et al. v. Shell Oil Company,
et al., No. 16809 (Chancery Ct., Weakley County, Tennessee).
St. Croix Ltd., et al. v. Shell Oil Company, et al.,
No. 1997/467 (Territorial Ct., St. Croix Division, the
US Virgin Islands).
Tranter v. Shell Oil Company, et al., No. 46565/97
(Ontario Court General Division, Canada).
Year Ended December 31,
2010
2009
2008
(In $ millions)
14
1
-
45
9
-
59
10
-
145
Table of Contents
146
Table of Contents
147
Table of Contents
Asbestos Cases
526
2
41
(70)
499
148
Table of Contents
Demerger Obligations
The Company will indemnify Hoechst, and its legal successors,
against those liabilities up to 250 million;
Hoechst, and its legal successors, will bear those liabilities
exceeding 250 million; provided, however, that the
Company will reimburse Hoechst, and its legal successors, for
one-third of liabilities exceeding 750 million in the
aggregate.
As of December 31,
2010
2009
(In $ millions)
54
51
149
Table of Contents
Divestiture Obligations
Purchase Obligations
24.
Supplemental
Cash Flow Information
Year Ended December 31,
2010
2009
2008
(In $ millions)
135
17
98
186
208
259
(2
)
(3
)
(25
)
33
38
103
21
(9
)
(7
)
25
30
8
(7
)
22
17
150
Table of Contents
Advanced Engineered Materials
Consumer Specialties
Industrial Specialties
Acetyl Intermediates
151
Table of Contents
Other Activities
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(In $ millions)
Year ended December 31,
2010
1,109
1,098
(1)
1,036
3,082
(1)
2
(409
)
5,918
31
(76
)
25
(3)
(12
)
(14
)
(3)
-
(46
)
144
2
-
5
17
-
168
329
237
89
252
(369
)
-
538
76
(4)
42
41
117
(4)
11
-
287
52
50
55
49
16
-
222
(2)
423
284
55
264
-
-
1,026
2,765
998
841
1,909
1,768
-
8,281
Year ended December 31,
2009 - As Adjusted (Note 4)
808
1,084
(1)
974
2,603
(1)
2
(389
)
5,082
(18
)
(9
)
4
(3)
(91
)
(22
)
(3)
-
(136
)
78
1
-
5
15
-
99
114
288
89
102
(342
)
-
251
73
50
51
123
11
-
308
27
50
45
36
9
-
167
(2)
385
299
62
346
-
-
1,092
2,268
1,083
740
1,985
2,336
-
8,412
Year ended December 31,
2008 - As Adjusted (Note 4)
1,061
1,155
(1)
1,406
3,875
(1)
2
(676
)
6,823
(29
)
(2
)
(3
)
(78
)
4
-
(108
)
155
-
-
3
14
-
172
190
237
47
312
(353
)
-
433
76
53
62
150
9
-
350
55
49
67
86
10
-
267
(2)
(1)
Net sales for Acetyl Intermediates and Consumer Specialties
include inter-segment sales of $400 million and
$9 million, respectively, for the year ended
December 31, 2010; $383 million and $6 million,
respectively, for the year ended December 31, 2009; and
$676 million and $0 million, respectively, for the
year ended December 31, 2008.
(2)
Excludes expenditures related to the relocation of the
Companys Ticona plant in Kelsterbach
(Note 28) and includes an increase in accrued capital
expenditures of $21 million for the year ended
December 31, 2010, and a decrease in accrued capital
expenditures of $9 million and $7 million for the
years ended December 31, 2009 and 2008, respectively
(Note 24).
(3)
Includes $7 million and $10 million for the years
ended December 31, 2010 and 2009, respectively, of
insurance recoveries received from the Companys captive
insurance companies related to the Edmonton, Alberta, Canada
facility that eliminates in consolidation.
(4)
Includes $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).
152
Table of Contents
Year Ended December 31,
2010
2009
2008
(In $ millions)
1,555
1,262
1,719
4,363
3,820
5,104
5,918
5,082
6,823
1,950
1,733
2,469
596
460
393
612
513
783
451
459
478
277
173
276
267
277
391
As of December 31,
2010
2009
(In $ millions)
650
634
2,367
2,163
3,017
2,797
1,321
1,075
557
516
90
98
30
27
131
131
109
103
Year Ended December 31,
2010
2009
2008
(In $ millions)
169
143
143
8
6
36
1
1
2
-
1
9
153
Table of Contents
As of December 31,
2010
2009
(In $ millions)
1
-
20
12
-
7
21
19
24
15
48
85
72
100
154
Table of Contents
27.
Earnings
(Loss) Per Share
Year Ended December 31,
2010
2009
2008
Basic
Diluted
Basic
Diluted
Basic
Diluted
As adjusted (Note 4)
(In $ millions, except for share and per share data)
426
426
494
494
371
371
(49
)
(49
)
4
4
(90
)
(90
)
377
377
498
498
281
281
(3
)
-
(10
)
-
(10
)
-
374
377
488
498
271
281
154,564,136
154,564,136
143,688,749
143,688,749
148,350,273
148,350,273
1,828,746
1,167,922
2,559,268
425,385
172,246
504,439
1,553,925
12,086,604
12,057,893
154,564,136
158,372,192
143,688,749
157,115,521
148,350,273
163,471,873
2.73
2.69
3.37
3.14
2.44
2.27
(0.31
)
(0.31
)
0.03
0.03
(0.61
)
(0.55
)
2.42
2.38
3.40
3.17
1.83
1.72
Year Ended December 31,
2010
2009
2008
575,266
2,433,515
2,298,159
74,166
302,635
90,625
649,432
2,736,150
2,388,784
28.
Ticona
Kelsterbach Plant Relocation
155
Table of Contents
Total From
Inception
Through
Year Ended December 31,
December 31,
2010
2009
2010
(In $ millions)
-
412
749
26
16
59
305
(1)
373
(1)
921
22
(2)
-
22
(1)
Includes decrease in accrued capital expenditures of
$7 million for the year ended December 31, 2010, and
an increase of $22 million for the year ended
December 31, 2009.
(2)
Buyout of building capital lease in anticipation of Kelsterbach
relocation.
156
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2010
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions)
-
-
2,277
4,570
(929
)
5,918
-
-
(1,704
)
(3,976
)
942
(4,738
)
-
-
573
594
13
1,180
-
-
(183
)
(322
)
-
(505
)
-
-
(14
)
(47
)
-
(61
)
-
-
(42
)
(28
)
-
(70
)
-
-
68
(114
)
-
(46
)
-
-
-
(3
)
-
(3
)
-
-
3
5
-
8
-
-
405
85
13
503
407
551
153
126
(1,069
)
168
-
(173
)
(38
)
(46
)
53
(204
)
-
(16
)
-
-
-
(16
)
-
21
30
9
(53
)
7
-
-
-
73
-
73
(27
)
2
(52
)
84
-
7
380
385
498
331
(1,056
)
538
(3
)
22
(91
)
(38
)
(2
)
(112
)
377
407
407
293
(1,058
)
426
-
-
(78
)
(2
)
-
(80
)
-
-
2
-
-
2
-
-
28
1
-
29
-
-
(48
)
(1
)
-
(49
)
377
407
359
292
(1,058
)
377
-
-
-
-
-
-
377
407
359
292
(1,058
)
377
157
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2009
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions) (As Adjusted, Note 4)
-
-
2,046
3,986
(950
)
5,082
-
-
(1,443
)
(3,578
)
942
(4,079
)
-
-
603
408
(8
)
1,003
-
-
(176
)
(298
)
-
(474
)
-
-
(12
)
(65
)
-
(77
)
-
-
(41
)
(29
)
-
(70
)
-
-
(1
)
(135
)
-
(136
)
-
-
-
2
-
2
-
-
6
26
10
42
-
-
379
(91
)
2
290
491
523
72
86
(1,073
)
99
-
(169
)
(44
)
(47
)
53
(207
)
-
24
27
10
(53
)
8
-
-
38
19
-
57
-
4
(2
)
2
-
4
491
382
470
(21
)
(1,071
)
251
7
109
276
(149
)
-
243
498
491
746
(170
)
(1,071
)
494
-
-
-
6
-
6
-
-
-
-
-
-
-
-
-
(2
)
-
(2
)
-
-
-
4
-
4
498
491
746
(166
)
(1,071
)
498
-
-
-
-
-
-
498
491
746
(166
)
(1,071
)
498
158
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2008
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions) (As Adjusted, Note 4)
-
-
2,732
5,306
(1,215
)
6,823
-
-
(2,141
)
(4,621
)
1,195
(5,567
)
-
-
591
685
(20
)
1,256
-
-
(250
)
(307
)
12
(545
)
-
-
(12
)
(64
)
-
(76
)
-
-
(46
)
(29
)
-
(75
)
-
-
(32
)
(76
)
-
(108
)
-
-
-
(4
)
-
(4
)
-
-
(6
)
(2
)
-
(8
)
-
-
245
203
(8
)
440
265
343
217
149
(802
)
172
-
(210
)
(88
)
(76
)
113
(261
)
-
57
47
40
(113
)
31
-
-
33
15
-
48
-
1
(9
)
11
-
3
265
191
445
342
(810
)
433
16
74
(94
)
(62
)
3
(63
)
281
265
351
280
(807
)
370
-
-
(118
)
(2
)
-
(120
)
-
-
-
6
-
6
-
-
26
(2
)
-
24
-
-
(92
)
2
-
(90
)
281
265
259
282
(807
)
280
-
-
-
1
-
1
281
265
259
283
(807
)
281
159
Table of Contents
CONSOLIDATED BALANCE SHEETS
As of December 31, 2010
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions)
-
-
128
612
-
740
-
-
246
672
(91
)
827
-
10
1,400
515
(1,672
)
253
-
-
164
484
(38
)
610
-
25
33
34
-
92
-
-
77
1
-
78
-
-
9
-
-
9
-
48
33
43
(65
)
59
-
83
2,090
2,361
(1,866
)
2,668
903
3,721
1,413
530
(5,729
)
838
-
-
650
2,367
-
3,017
-
19
404
20
-
443
-
-
-
-
-
-
-
614
125
389
(839
)
289
-
-
297
477
-
774
-
-
79
173
-
252
903
4,437
5,058
6,317
(8,434
)
8,281
-
1,227
137
190
(1,326
)
228
-
-
249
515
(91
)
673
-
87
385
544
(420
)
596
-
-
-
28
-
28
(26
)
(309
)
314
39
(1
)
17
(26
)
1,005
1,085
1,316
(1,838
)
1,542
-
2,498
980
346
(834
)
2,990
-
-
-
116
-
116
3
17
28
225
-
273
-
-
1,230
129
-
1,359
-
14
123
954
(16
)
1,075
926
903
1,612
3,231
(5,746
)
926
-
-
-
-
-
-
926
903
1,612
3,231
(5,746
)
926
903
4,437
5,058
6,317
(8,434
)
8,281
160
Table of Contents
CONSOLIDATED BALANCE SHEETS
As of December 31, 2009
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions) (As Adjusted, Note 4)
5
-
520
729
-
1,254
-
-
274
602
(155
)
721
-
13
913
509
(1,173
)
262
-
-
148
415
(41
)
522
-
-
32
11
(1
)
42
-
-
2
1
-
3
-
-
-
2
-
2
-
12
25
59
(46
)
50
5
25
1,914
2,328
(1,416
)
2,856
574
3,282
1,316
465
(4,845
)
792
-
-
634
2,163
-
2,797
12
40
375
57
-
484
-
-
80
-
-
80
-
614
133
413
(849
)
311
-
-
284
514
-
798
-
-
60
234
-
294
591
3,961
4,796
6,174
(7,110
)
8,412
-
768
141
230
(897
)
242
-
-
261
543
(155
)
649
-
98
343
486
(316
)
611
-
-
(6
)
39
-
33
3
(297
)
284
86
(4
)
72
3
569
1,023
1,384
(1,372
)
1,607
-
2,756
989
358
(844
)
3,259
-
-
-
137
-
137
2
18
19
190
-
229
-
-
1,167
121
-
1,288
-
44
176
1,105
(19
)
1,306
586
574
1,422
2,879
(4,875
)
586
-
-
-
-
-
-
586
574
1,422
2,879
(4,875
)
586
591
3,961
4,796
6,174
(7,110
)
8,412
161
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
As of December 31, 2010
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions)
(42
)
-
49
445
-
452
-
-
(88
)
(113
)
-
(201
)
-
-
(46
)
-
-
(46
)
-
-
4
22
-
26
-
-
-
(312
)
-
(312
)
-
-
(6
)
(21
)
-
(27
)
-
-
(136
)
(424
)
-
(560
)
-
-
3
(19
)
-
(16
)
-
600
-
-
-
600
-
(827
)
(2
)
(68
)
-
(897
)
-
(24
)
-
-
-
(24
)
-
251
(218
)
(33
)
-
-
(48
)
-
-
-
-
(48
)
86
86
-
-
(172
)
-
-
(86
)
(86
)
-
172
-
14
-
-
-
-
14
(28
)
-
-
-
-
(28
)
(3
)
-
-
-
-
(3
)
16
-
(2
)
-
-
14
37
-
(305
)
(120
)
-
(388
)
-
-
-
(18
)
-
(18
)
(5
)
-
(392
)
(117
)
-
(514
)
5
-
520
729
-
1,254
-
-
128
612
-
740
162
Table of Contents
Year Ended December 31, 2009
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions) (As Adjusted, Note 4)
-
-
298
298
-
596
-
-
(58
)
(118
)
-
(176
)
-
-
-
(9
)
-
(9
)
-
-
132
39
-
171
-
-
-
412
-
412
-
-
-
(351
)
-
(351
)
-
-
-
15
-
15
-
-
(4
)
(27
)
-
(31
)
-
-
70
(39
)
-
31
-
-
(4
)
(5
)
-
(9
)
-
-
-
-
-
-
-
(28
)
(16
)
(36
)
-
(80
)
-
(3
)
-
-
-
(3
)
-
31
(31
)
-
-
-
24
24
4
-
(52
)
-
-
(24
)
(24
)
(4
)
52
-
14
-
-
-
-
14
(23
)
-
-
-
-
(23
)
(10
)
-
-
-
-
(10
)
-
-
(1
)
-
-
(1
)
5
-
(72
)
(45
)
-
(112
)
-
-
-
63
-
63
5
-
296
277
-
578
-
-
224
452
-
676
5
-
520
729
-
1,254
163
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, 2008
Parent
Subsidiary
Non-
Guarantor
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In $ millions) (As Adjusted, Note 4)
7
-
229
350
-
586
-
-
(100
)
(174
)
-
(274
)
-
-
4
5
-
9
-
-
-
311
-
311
-
-
-
(185
)
-
(185
)
-
-
-
202
-
202
-
-
-
(91
)
-
(91
)
-
93
-
-
(93
)
-
-
-
(93
)
-
93
-
-
(93
)
-
-
-
(93
)
-
-
(33
)
(47
)
-
(80
)
-
-
(222
)
21
-
(201
)
-
-
5
(69
)
-
(64
)
-
-
-
13
-
13
-
(29
)
(1
)
(17
)
-
(47
)
-
29
282
(311
)
-
-
(378
)
-
-
-
-
(378
)
359
359
-
-
(718
)
-
-
(359
)
(359
)
-
718
-
18
-
-
-
-
18
(24
)
-
-
-
-
(24
)
(10
)
-
-
-
-
(10
)
(6
)
-
(1
)
-
-
(7
)
(41
)
-
(74
)
(384
)
-
(499
)
-
-
-
(35
)
-
(35
)
(34
)
-
(67
)
(48
)
-
(149
)
34
-
291
500
-
825
-
-
224
452
-
676
164
Table of Contents
165
Table of Contents
Exhibit
Number
Description
3
.1**
Second Amended and Restated Certificate of Incorporation
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).
3
.3**
Certificate of Designations of 4.25% Convertible Perpetual
Preferred Stock.
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
Form of certificate of 4.25% Convertible Perpetual
Preferred Stock (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form
S-1
(File
No. 333-120187) filed with the SEC on January 13, 2005).
4
.3
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).
10
.1
Registration Rights Agreement, dated September 24, 2010,
among Celanese US Holdings LLC, the guarantors party thereto,
and the initial purchasers listed therein (incorporated by
reference to Exhibit 10.1 to the Current Report on Form
8-K
filed
with the SEC on September 29, 2010).
10
.2
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
.3
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
.4
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
.5
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
.6
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
.7
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
.7(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).
166
Table of Contents
Exhibit
Number
Description
10
.7(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
.8**
Celanese Corporation 2004 Stock Incentive Plan.
10
.8(a)**
Form of Nonqualified Stock Option Agreement (for employees)
between Celanese Corporation and award recipient.
10
.8(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
.8(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
.8(d)**
Form of Nonqualified Stock Option Agreement (for non-employee
directors) between Celanese Corporation and award recipient.
10
.8(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
.8(f)
Form of Restricted Stock Unit 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 on July 27, 2007).
10
.8(g)
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
.8(h)
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
.8(i)
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
.9
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
.9(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
.10
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
.10(a)
Form of 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
.10(b)
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 10.6 to the Quarterly Report on Form 10-Q filed with
the SEC on July 29, 2009).
10
.10(c)
Form of 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).
Table of Contents
Exhibit
Number
Description
10
.10(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
.10(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
.10(f)
Form of Time-Vesting Restricted Stock Unit Award Agreement (for
non-employee directors) between Celanese Corporation and award
recipient (incorporated by reference to Exhibit 10.8 to the
Quarterly Report on Form 10-Q filed with the SEC on July 29,
2009).
10
.10(g)
Form of 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
.10(h)
Form of 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
.10(i)
Form of 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
.11
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
.12
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
.13*
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).
10
.14
Compensation Letter Agreement, dated March 27, 2007 between
Celanese Corporation and Jim Alder (incorporated by reference to
Exhibit 10.31 to the Annual Report on Form 10-K filed with the
SEC on February 29, 2008).
10
.15
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
.16
Offer Letter, dated November 18, 2009, between Celanese
Corporation and Jacquelyn H. Wolf (incorporated by reference to
Exhibit 10.5 to the Current Report on Form 8-K filed with the
SEC on May 28, 2010).
10
.17
Agreement and General Release, dated March 28, 2008, between
Celanese Corporation and William P. Antonace (incorporated by
reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q
filed with the SEC on October 22, 2008).
10
.18
Agreement and General Release, dated September 25, 2008, between
Celanese Corporation and Curtis S. Shaw (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q
filed with the SEC on October 22, 2008).
10
.19
Agreement and General Release, dated March 5, 2009, between
Celanese Corporation and John J. Gallagher, III
(incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed with the SEC on March 5, 2009).
10
.20
Restated Agreement and General Release, dated June 3, 2009,
between Celanese Corporation and Miguel A. Desdin (incorporated
by reference to Exhibit 10.4 to the Current Report on Form 8-K
filed with the SEC on May 28, 2010).
10
.21
Agreement and General Release, dated August 3, 2009, between
Celanese Corporation and John A. ODwyer (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
filed with the SEC on October 27, 2009).
Table of Contents
Exhibit
Number
Description
10
.22
Agreement and General Release, dated November 16, 2009, between
Celanese Corporation and Michael L. Summers (incorporated by
reference to Exhibit 10.19 to the Annual Report on Form 10-K
filed with the SEC on February 12, 2010).
10
.23
Agreement and General Release, dated April 23, 2010, between
Celanese Corporation and Sandra Beach Lin (Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed with the SEC on April 27, 2010).
10
.24
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
.25
Change in Control Agreement, dated April 1, 2008 between
Celanese Corporation and Sandra Beach Lin, together with a
schedule identifying other substantially identical agreements
between Celanese Corporation and each of its executive officers
identified thereon and identifying the material differences
between each of those agreements and the filed Change of Control
Agreement (incorporated by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q filed with the SEC on April 23,
2008).
10
.26
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
.27
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 10.7 to the Quarterly Report on Form 10-Q filed with the
SEC on July 29, 2010).
10
.28
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
.29*
Summary of Non-Employee Director Compensation
10
.30**
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.
10
.31
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
.32
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
.32(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
.32(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).
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,
Deloitte & Touche LLP
Table of Contents
Exhibit
Number
Description
23
.3*
Consent of Independent Auditors of National Methanol Company,
Deloitte & Touche Bakr Abulkhair & Co.
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, 2010 and 2009
and for each of the years in the three year period ended
December 31, 2010 for CTE Petrochemicals Company
99
.2*
Audited financial statements as of December 31, 2010 and 2009
and for each of the years in the three year period ended
December 31, 2010 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
2
(A) | On or as soon as practicable after April 7, 2005: |
1) | an aggregate cash dividend equal to $803,594,144; and | ||
2) | an aggregate cash dividend equal to $15.20 multiplied by the number of shares of Series A Common Stock purchased by the underwriters of the initial public offering of the Series A Common Stock contemplated by the prospectus for such offering, dated January 20, 2005, pursuant to the |
3
option granted to such underwriters, under the underwriting agreement related to such offering, to purchase up to 7,500,000 shares of Series A Common Stock (the Over-Allotment Option ); and |
(B) | as soon as possible following the expiration of the Over-Allotment Option (which will occur on February 19, 2005) a stock dividend, paid in shares of Series A Common Stock, of an aggregate number of shares of Series A Common Stock equal to (1) 7,500,000 minus (2) the number of shares of Series A Common Stock actually purchased pursuant to the Over-Allotment Option. |
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5
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10
11
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CELANESE CORPORATION
|
||||
/s/ David N. Weidman | ||||
Name: | David N. Weidman | |||
Title: | Chief Executive Officer and President | |||
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Stock Price on the Effective Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $16.00 | $17.50 | $20.00 | $22.50 | $25.00 | $30.00 | $35.00 | $40.00 | $50.00 | $60.00 | $70.00 | $80.00 | $90.00 | $100.00 | $115.00 | |||||||||||||||||||||||||||||||||||||||||||||
January 26,
2005
|
0.3125 | 0.2685 | 0.2129 | 0.1725 | 0.1421 | 0.1002 | 0.0733 | 0.0548 | 0.0317 | 0.0186 | 0.0106 | 0.0057 | 0.0027 | 0.0011 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2006
|
0.2898 | 0.2466 | 0.1926 | 0.1539 | 0.1253 | 0.0868 | 0.0627 | 0.0465 | 0.0266 | 0.0153 | 0.0085 | 0.0044 | 0.0020 | 0.0007 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2007
|
0.2683 | 0.2251 | 0.1717 | 0.1343 | 0.1072 | 0.0720 | 0.0510 | 0.0373 | 0.0211 | 0.0120 | 0.0066 | 0.0033 | 0.0013 | 0.0003 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2008
|
0.2475 | 0.2031 | 0.1488 | 0.1118 | 0.0859 | 0.0542 | 0.0370 | 0.0266 | 0.0149 | 0.0084 | 0.0045 | 0.0021 | 0.0007 | 0.0001 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2009
|
0.2300 | 0.1823 | 0.1238 | 0.0848 | 0.0591 | 0.0316 | 0.0197 | 0.0138 | 0.0079 | 0.0045 | 0.0024 | 0.0010 | 0.0002 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2010
|
0.2233 | 0.1726 | 0.1057 | 0.0545 | 0.0140 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2011
|
0.2213 | 0.1709 | 0.1045 | 0.0538 | 0.0138 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2012
|
0.2203 | 0.1701 | 0.1040 | 0.0535 | 0.0137 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2013
|
0.2190 | 0.1689 | 0.1031 | 0.0530 | 0.0135 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2014
|
0.2187 | 0.1685 | 0.1028 | 0.0527 | 0.0134 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | |||||||||||||||||||||||||||||||||||||||||||||
February 1,
2015
|
0.2198 | 0.1694 | 0.1034 | 0.0531 | 0.0136 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
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CELANESE CORPORATION
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By: | /s/ David N. Weidman | |||
Name: | David N. Weidman | |||
Title: | Chief Executive Officer and President | |||
By: | /s/ Corliss J. Nelson | |||
Name: | Corliss J. Nelson | |||
Title: | Chief Financial Officer | |||
ATTEST:
|
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By: | /s/ Andreas Pohlmann | |||
Name: | Andreas Pohlmann | |||
Title: | Chief Administrative Officer and Secretary |
37
Number: ___ | ____________ Shares |
CELANESE CORPORATION
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By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Dated: | ||||
as Transfer Agent
|
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By: | ||||
Name: | ||||
Title: | Authorized Signatory |
Dated: | ||||
1 | Signature must be guaranteed by an eligible guarantor institution (i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
Number of shares of Common Stock to be Issued:
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Signature:
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Name:
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Address:
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Fax No.:
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2 | Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation. |
Amount of increase in
Number of shares
Amount of decrease in number
number of shares
represented by this Global
of shares represented by this
represented by this Global
Preferred Share following
Signature of authorized officer of
Date of Exchange
Global Preferred Share
Preferred Share
such decrease or increase
Registrar
Re: |
Celanese Corporation
4.25% Convertible Perpetual Preferred Stock (the Preferred Stock) |
Dated:
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CELANESE CORPORATION
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By: | ||||
Its | ||||
Participant
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Tier I EBITDA | Tier I FCF | Tier II EBITDA | Tier II FCF | |||||||||||||
Year-End | Target | Target* | Target | Target* | ||||||||||||
December 31, 2005
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$865 million | $900 million | ||||||||||||||
December 31, 2006
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$975 million | $1.075 million | ||||||||||||||
December 31, 2007
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$975 million | $1.075 million | ||||||||||||||
December 31, 2008
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$825 million | $925 million |
* | To be established annually by the Board, no later than 90 days following the beginning of such year. |
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CELANESE CORPORATION
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By | ||||
Its | ||||
Participant | ||||
5
Exhibit 10.30
DATED AUGUST 19, 2005
Between
CELANESE EUROPE HOLDING GMBH & CO. KG
as the 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
SHARE PURCHASE AND TRANSFER AGREEMENT
AND SETTLEMENT AGREEMENT
THIS SHARE PURCHASE AND TRANSFER AGREEMENT AND SETTLEMENT AGREEMENT (this
"AGREEMENT") is made on August 19, 2005
BETWEEN:
(1) CELANESE EUROPE HOLDING GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) organized under the laws of the Federal Republic of Germany with registered office (Sitz) at Kronberg i.T., registered with the commercial register of the Local Court (Amtsgericht) Koenigstein, Germany, under registration number HRA 2970 (the "PURCHASER")
AND
(2) PAULSON & CO. INC., a corporation organized under the laws of the State of Delaware, with its principal offices at 590 Madison Avenue, New York, NY 10022, USA ("PAULSON"), acting on its own behalf as well as with respect to the Shares (as defined below) owned by the investment funds and separate accounts managed by it; and
(3) ARNHOLD AND S. BLEICHROEDER ADVISERS, LLC, a limited liability company established under the laws of the State of Delaware, with its principal offices at 1345 Avenue of the Americas, New York, NY 10105, USA ("ASB" and together with Paulson, the "SELLERS"), acting on its own behalf as well as with respect to the Shares (as defined below) owned by the investment funds and separate accounts managed by it.
The Sellers and the Purchaser are also collectively referred to hereinafter as the "PARTIES" and each individually as a "PARTY".
PREAMBLE:
A. Pursuant to a voluntary public takeover offer (the "TENDER OFFER") the Purchaser acquired in April 2004 approximately 82.6% of the outstanding shares in Celanese Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany, with registered office (Sitz) in Kronberg i.T., Germany, registered with the commercial register of the Local Court Koenigstein under registration number HRB 5277 (the "COMPANY").
B. The registered share capital of the Company in the nominal amount of EUR 140,069,354 is divided into 54,790,369 registered shares with no par value (auf den Namen lautende Stuckaktien) (the "SHARES"). The Shares are admitted to trading on the official market (Amtlicher Markt) of the Frankfurt Stock Exchange. The Shares are traded on the Frankfurt Stock Exchange and through the electronic trading system XETRA under the symbol "CZZ", under the German Securities Identification Number (Wertpapierkennnummer) (WKN) 575 300 and under the International Securities Identification Number (ISIN) DE 0005753008. The Shares were delisted from the New York Stock Exchange on June 2, 2004.
C. On June 22, 2004, the Purchaser and the Company entered into a domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabfuhrungsvertrag) (the "DOMINATION AGREEMENT"). The Domination Agreement was submitted to a shareholder vote, and approved, at an extraordinary general meeting of the Company held on July 30 and 31, 2004 (the "EGM"). The Domination Agreement was registered in the commercial register of the Local Court of Koenigstein im Taunus on August 2, 2004 and, under
the terms thereof, became operative on October 1, 2004. In connection with the Domination Agreement, the Purchaser has offered, pursuant to a mandatory offer required by Section 305(1) of the German Stock Corporation Act, the minority shareholders (ausstehende Aktionare) of the Company a "fair cash compensation" (angemessene Barabfindung) in exchange for their Shares in the amount of EUR 41.92 per Share (the "MANDATORY OFFER"). In addition, under the Domination Agreement, pursuant to Section 304(1), sentence 1 of the German Stock Corporation Act, any minority shareholder who elects not to tender its Shares into the Mandatory Offer and to remain a shareholder of the Company is entitled to receive a certain guaranteed fixed annual dividend (Ausgleich) per Share in lieu of any future dividend payments.
D. Following the EGM, certain minority shareholders of the Company, whose names are set forth in Annex A (the "ORIGINAL PLAINTIFFS") brought forward legal actions with the Frankfurt District Court (Landgericht) and requested the court to set aside the shareholder resolutions passed at the EGM (collectively, the "ORIGINAL ACTIONS"). Several minority shareholders have joined the Original Actions via third party interventions in support of the Original Plaintiffs. The Purchaser has joined the proceedings via a third party intervention in support of the Company. In September 2004, the Frankfurt District Court consolidated the Original Actions (file no. 3-05 O 112/04). One minority shareholder, Metropol Vermoegensverwaltungs- und Grundstuecks-GmbH, Cologne, Germany (the "AVOIDANCE PLAINTIFF" and together with the Original Plaintiffs, the "PLAINTIFFS"), brought forward an additional action (file no. 3-05 O 61/05) with the Frankfurt District Court and requested the court to rule that the shareholder resolutions passed at the EGM were void (Nichtigkeitsklage) (the "AVOIDANCE PROCEEDINGS"). In addition, several minority shareholders (including Paulson and the Plaintiffs) have initiated special award proceedings (Spruchverfahren) seeking the court's review of the amounts of the fair cash compensation and the guaranteed fixed annual dividend offered under the Domination Agreement (collectively, the "AWARD PROCEEDINGS"). In March 2005, the Frankfurt District Court dismissed the motions of all minority shareholders regarding the initiation of the Award Proceedings as inadmissible. The ruling of the court is, however, subject to pending appeals (sofortige Beschwerden) (collectively, the "APPEALS") including appeals of Paulson and the Plaintiffs with the Frankfurt Higher District Court (Oberlandesgericht).
E. A ratification resolution (Bestatigungsbeschluss) to ratify the shareholders' resolutions passed at the EGM was submitted to a shareholder vote, and approved, at the annual general meeting of the Company held on May 19 and 20, 2005 (the "AGM"). Following the AGM, several minority shareholders of the Company (including Paulson and the Plaintiffs) brought forward legal actions with the Frankfurt District Court against the shareholders' resolutions passed at the AGM as well, and requested that the court set aside the ratification resolution (collectively, the "ADDITIONAL ACTIONS"). In June 2005, the Frankfurt District Court has suspended the proceedings regarding the Original Actions until a judicially final and binding decision is rendered with regard to the Additional Actions and consolidated the Additional Actions (file no. 3-05 O 71/05).
F. In addition to the Original Actions, the Avoidance Action, the Award Proceedings, the Appeals and the Additional Actions, certain minority shareholders have instituted the legal proceedings set forth in Annex B against, among others, the Company and the Purchaser in connection with the Tender Offer and the Domination Agreement (these proceedings together with the Original Actions, the Avoidance Action, the Award Proceedings, the Appeals and the Additional Actions, and together with any and all other legal proceedings commenced against the Company or the Purchaser or any of their affiliates before, on or
after the date hereof relating in any way to the subject matter of any of the foregoing, the "LEGAL PROCEEDINGS").
G. As of today, Paulson and the investment funds and separate accounts managed by it own in the aggregate 5,758,299 Shares (the "PAULSON SHARES"), representing approximately 11.43% of the outstanding shares of the Company; and ASB and the investment funds and separate accounts managed by it own in the aggregate 160,000 Shares (the "ASB SHARES" and together with the Paulson Shares, the "SELLERS' SHARES"), representing approximately 0.32% of the outstanding Shares of the Company. The Sellers' Shares are currently held in book entry form within the Clearstream Banking AG booking system in various securities accounts of the Sellers and of the investment funds and separate accounts managed by the Sellers.
IT IS AGREED as follows:
1. SUBJECT MATTER OF THIS AGREEMENT; CONDITION PRECEDENT
The subject matter of this Agreement is (i) the sale and transfer of all Shares held by the Sellers and the investment funds and separate accounts managed by the Sellers to the Purchaser as well as (ii) the settlement of all Legal Proceedings, to the extent the Sellers are a party to the Legal Proceedings; (iii) the agreement by the Sellers not to make future investments in the Company; and (iv) a general release relating to their investment in the Company.
2. SALE AND PURCHASE OF SHARES
2.1 Paulson hereby sells to the Purchaser, and the Purchaser hereby purchases from Paulson, the Paulson Shares; and ASB hereby sells to the Purchaser, and the Purchaser hereby purchases from ASB, the ASB Shares. For the avoidance of doubt, the sale and purchase of the Sellers' Shares pursuant to this Agreement shall include all Shares held, directly or indirectly, by the Sellers and the investment funds and separate accounts managed by them, irrespective of whether the description of the Shares and the Sellers' Shares set forth in recitals B and G of the Preamble or elsewhere herein is true and complete.
2.2 The sale and purchase of the Sellers' Shares contemplated by this Agreement shall be made with all rights attached to the Sellers' Shares (the "ANCILLARY RIGHTS"), including, without limitation, the rights to receive dividends and all subscription rights (Bezugsrechte). The right to receive dividends shall include the right to receive, in part or in total, the guaranteed fixed annual dividend for the current fiscal year 2004/2005 as well as the right to receive dividends for all previous fiscal years of the Company, to the extent that profits of previous fiscal years have not been distributed as of the date hereof. The Ancillary Rights shall also include any right to participate in an increase of the amount of the fair cash compensation and/or the guaranteed fixed annual payment as a result of, or in connection with the Award Proceedings or other proceedings or agreements irrespective of whether such increase occurs through a court ruling, an agreement amongst the parties to the Award Proceedings or otherwise.
3. PURCHASE PRICE
3.1 The purchase price for the Sellers' Shares amounts to EUR 51.00 per share
(the "BASE PURCHASE PRICE"). In addition to the Base Purchase Price and as
consideration for the Sellers' undertakings and the settlement set forth in
Section 7 below, the Sellers shall be
entitled to an additional payment of EUR 2.00 per share (the "ADDITIONAL PURCHASE PRICE"). Thus, the aggregate purchase price (i.e., Base Purchase Price and Additional Purchase Price) for the 5,758,299 Shares sold by Paulson amounts to EUR 305,189,847.00 (the "PAULSON PURCHASE PRICE"); and the aggregate purchase price (i.e., Base Purchase Price and Additional Purchase Price) for the 160,000 Shares sold by ASB amounts to EUR 8,480,000.00 (the "ASB PURCHASE PRICE").
3.2 The Purchaser shall pay the Paulson Purchase Price and the ASB Purchase Price in accordance with the provisions of Section 4 below to bank accounts of the Sellers specified by the Sellers (the "SELLERS' BANK ACCOUNTS").
A credit made to the Sellers' Bank Accounts shall have the effect of discharging the Purchaser in a corresponding amount from its obligation (schuldbefreiende Wirkung) to pay the Purchase Price to the respective Seller.
4. TRANSFER OF SHARES
4.1 The Sellers' Shares are hereby assigned and transferred as follows:
(a) Paulson, on its own behalf and on behalf of the investment funds and separate accounts managed by it, hereby assigns and transfers to the Purchaser who accepts such transfer and assignment, the Paulson Shares, which transfer and assignment shall include all Ancillary Rights attached to the Paulson Shares.
(b) ASB, on its own behalf and on behalf of the investment funds and separate accounts managed by it, hereby assigns and transfers to the Purchaser who accepts such transfer and assignment, the ASB Shares, which transfer and assignment shall include all Ancillary Rights attached to the ASB Shares.
The assignment and transfer of the Paulson Shares shall, however, be subject to the condition precedent of complete payment of the Paulson Purchase Price by the Purchaser to the bank accounts specified by Paulson; and the assignment and transfer of the ASB Shares shall, however, be subject to the condition precedent of complete payment of the ASB Purchase Price by the Purchaser to the bank accounts specified by ASB (each, a "CONDITION TO TRANSFER OF TITLE").
4.2 In order to ensure transfer of title in the Sellers' Shares, the Parties shall take the following actions concurrently (Zug um Zug) as soon as the Sellers have fully complied with their obligations under Section 7.1(a):
(a) The Sellers shall procure that (i) the Paulson Shares are transferred to the securities deposit of the Purchaser specified by the Purchaser (the "PURCHASER'S SECURITIES DEPOSIT") by making a corresponding book-entry transfer (Girosammelgutschrift) concurrently (Zug um Zug) with the payment by the Purchaser of the Paulson Purchase Price into the Paulson bank accounts; and (ii) the ASB Shares are transferred to the Purchaser's Securities Deposit by making a corresponding book-entry transfer (Girosammelgutschrift) concurrently with the payment by the Purchaser of the ASB Purchase Price into the ASB bank accounts.
(b) The Purchaser shall irrevocably instruct its bank in writing to (i) transfer the Paulson Purchase Price from its cash account with its bank to the Paulson bank accounts free of any bank charges, by wire transfer in immediately available funds in Euro concurrently with the transfer of the Paulson shares to the Purchaser's Securities
Deposit; and (ii) transfer the ASB Purchase Price from its cash account with its bank to the ASB bank accounts free of any bank charges, by wire transfer in immediately available funds in Euro concurrently with the transfer of the ASB shares to the Purchaser's Securities Deposit.
(c) The Parties shall take any other action, make any other declaration and execute any such document which is required or which the Purchaser reasonably requests to be executed in order to transfer title in the Sellers' Shares to the Purchaser.
4.3 The Parties agree that, from the execution hereof and until the occurrence of the transfer of the Sellers' Shares to the Purchaser's Securities Deposit by way of book entry transfer, the Sellers shall hold the Sellers' Shares in custody for the Purchaser, free of any charges or costs.
5. REPRESENTATIONS AND WARRANTIES
5.1 Each Seller hereby represents and warrants severally by way of an
independent guarantee (selbstandiges Garantieversprechen) pursuant to
Section 311(1) German Civil Code (Burgerliches Gesetzbuch ), except as
otherwise is expressly provided for herein, as of the date hereof and, if
different, as of the date when the transfer of the Shares pursuant to
Section 4 above becomes effective, as follows:
(a) Paulson represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ASB represents and warrants that it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Each Seller represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Seller represents and warrants that the execution and delivery of this Agreement, the performance of such Seller's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and other proceedings on the part of the respective Seller. Each Seller represents and warrants that this Agreement has been duly executed and delivered by such Seller, and assuming the due execution hereof by the Purchaser, this Agreement constitutes the legal, valid and binding obligation of such Seller in accordance with its terms.
(c) Each Seller represents and warrants that it or the investment funds and separate accounts managed by it have good and valid title to the Sellers' Shares sold and to be transferred by such Seller, free and clear of any liens, claims, encumbrances, security interests, options, pre-emptive, drag-along or tag-along rights, rights of first refusal or first offer, charges or restrictions of any kind (collectively, "LIENS"). Each of the Sellers represents and warrants that upon book-entry of the transfer of such Seller's Shares in the Purchaser's Security Deposit, good and valid title to such Seller's Shares sold and to be transferred by such Seller will pass to the Purchaser, free and clear of any Liens, except for Liens arising from acts of the Purchaser.
5.2 The Purchaser hereby represents and warrants by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to Section 311(1) German Civil Code (Burgerliches Gesetzbuch), except as otherwise is expressly provided for herein, as of the
date hereof and, if different, as of the date when the transfer of the Shares pursuant to Section 4 above becomes effective, as follows:
(a) The Purchaser represents and warrants that it is a limited partnership (Kommanditgesellschaft) organized, validly existing and in good standing under the laws of the Federal Republic of Germany.
(b) The Purchaser represents and warrants that it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Purchaser represents and warrants that the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and other proceedings on its part. The Purchaser represents and warrants that this Agreement has been duly executed and delivered by it, and assuming the due execution hereof by the Sellers, this Agreement constitutes the legal, valid and binding obligation of the Purchaser in accordance with its terms.
6. REMEDIES
6.1 If it becomes apparent that one or several of the representations and warranties given by the Sellers in this Agreement are not accurate or incomplete or in case of a breach of any of the other obligations of the Sellers under this Agreement, then the Purchaser may at its sole discretion request from the Sellers - who shall be liable for their respective obligations severally (teilschuldnerisch) - either
(a) that the respective Seller put the Purchaser into the position the Purchaser would be in had the relevant representations and warranties been correct and complete or the relevant obligation not been breached, as the case may be; or
(b) compensation for the damages (Schadensersatz wegen Nichterfullung)
incurred by the Purchaser because of the inaccuracy or incompleteness
of the relevant representations and warranties or the breach of the
relevant obligation, as the case may be, provided, however, that the
Purchaser shall only be entitled to be compensated for damages after
(i) the Purchaser has granted the respective Seller a period of at
least 10 calendar days in which to bring about the position the
Purchaser would be in had the relevant representations and warranties
been correct and complete or the relevant obligation not been
breached, as the case may be, (each, a "RECTIFICATION") and the
respective Seller fails to do so within said time period or (ii) if
Rectification is not possible or sufficient.
6.2 If it becomes apparent that one or several of the representations and warranties given by the Purchaser in this Agreement are not accurate or incomplete or in case of a breach of any of the other obligations of the Purchaser under this Agreement, then the Sellers may at their sole discretion request from the Purchaser either
(a) that the Purchaser put the Sellers into the position the Sellers would be in had the relevant representations and warranties been correct and complete or the relevant obligation not been breached, as the case may be; or
(b) compensation for the damages (Schadensersatz wegen Nichterfullung) incurred by the Sellers because of the inaccuracy or incompleteness of the relevant representations and warranties or the breach of the relevant obligation, as the case
may be, provided, however, that the Sellers shall only be entitled to be compensated for damages after (i) the Sellers have granted the Purchaser a period of at least 10 calendar days in which to bring about the position the Sellers would be in had the relevant representations and warranties been correct and complete or the relevant obligation not been breached, as the case may be, (each, a "RECTIFICATION") and the Purchaser fails to do so within said time period or (ii) if Rectification is not possible or sufficient.
6.3 Except as otherwise provided for in this Agreement, any claim by the Purchaser or the Sellers, as the case may be, based on the incorrectness or incompleteness of the representations and warranties shall become time-barred (verjahrt) on December 31, 2008. With respect to all other claims of the Purchaser against the Sellers or the Sellers against the Purchaser, as the case may be, and except as otherwise expressly provided for in this Agreement, the statutory limitation periods shall apply. With respect to the suspension (Hemmung) and interruption (Neubeginn) of the statute of limitations time periods set forth herein, the statutory regime applies.
6.4 Except as otherwise provided for in this Agreement and legally permissible,
any claims of the Purchaser relating to avoidance (Anfechtung), rescission
(Rucktritt) and the reduction of the Purchase Price (Minderung), as well as
claims based on breach of pre-contractual duty (culpa in contrahendo,
Section 311(2) BGB) shall be excluded, except to the extent such claims are
the result of gross negligence or willful misconduct on the part of the
Sellers.
7. SELLERS' UNDERTAKINGS; SETTLEMENT
7.1 With respect to the purchase and acquisition of the Sellers' Shares by the Purchaser, the Sellers are prepared to accept the shareholders' resolutions passed at the EGM and the AGM and to acknowledge the legal effectiveness of the Domination Agreement. Therefore, the Sellers irrevocably undertake vis-a-vis the Purchaser and the Company (echter Vertrag zugunsten Dritter) to take the following actions without delay and hereby irrevocably makes the following declarations, as the case may be:
(a) Each of the Sellers shall, and shall procure that its affiliates, their respective past and current employees, officers, directors, representatives, agents, assigns, successors, predecessors, parents, subsidiaries, investors and shareholders, except to the extent such investors and shareholders are not acting with respect to an investment in such Sellers' investment funds and separate accounts (the "RELATED PARTIES"), irrevocably withdraw and abandon all actions, applications and appeals (Klage- bzw. Antragsrucknahme; Rucknahme von Rechtsmitteln) it brought forward in connection with the Tender Offer and the Domination Agreement, including in connection with the Legal Proceedings; and the Sellers hereby irrevocably waive the respective causes of action (Verzicht auf die geltend gemachten Anspruche).
(b) Each Seller on its own behalf and on behalf of its Related Parties hereby irrevocably waives any objections it might have against the legal effectiveness and validity or the lawfulness of the shareholders' resolutions passed at the EGM and the AGM, the Domination Agreement and the Tender Offer as well as any action taken under or in connection with the Domination Agreement and the Tender Offer. Each Seller shall take any action or make any additional declaration which the Purchaser or the Company reasonably requests from such Seller to maintain the legal effectiveness and registration of the Domination Agreement.
(c) Each of the Sellers hereby acknowledges the effectiveness, validity and the lawfulness of the shareholders' resolutions passed at the EGM and the AGM, the Domination Agreement and the Tender Offer as well as any action taken under or in connection with the Domination Agreement and the Tender Offer. Each Seller shall, and shall procure that its Related Parties, refrain from taking any action (either in court or out of court) to challenge directly or indirectly the legal effectiveness and validity or the lawfulness of the shareholders' resolutions passed at the EGM and the AGM, the Domination Agreement and the Tender Offer as well as any action taken under or in connection with the Domination Agreement and the Tender Offer; each of the Sellers shall, and shall procure that its Related Parties, further refrain from initiating any other legal proceedings of whatever nature (including award proceedings), in any court or tribunal under the laws of any nation, state or territory, based on the alleged ineffectiveness, invalidity or unlawfulness of the shareholders' resolutions passed at the EGM and the AGM, the Domination Agreement and the Tender Offer as well as any action taken under or in connection with the Domination Agreement and the Tender Offer. Each of the Sellers shall, and shall procure that its Related Parties, also refrain from directly or indirectly supporting or encouraging any other person to take or to continue any such proceedings. In particular, each of the Sellers shall, and shall procure that its Related Parties, refrain from taking any action in connection with, and shall not directly or indirectly support any (existing or former) minority shareholder of the Company or any other person in connection with the Legal Proceedings or any other legal proceedings relating to the shareholders' resolutions passed at the EGM and the AGM, the Domination Agreement and the Tender Offer as well as any action taken under or in connection with the Domination Agreement and the Tender Offer. Each of the Sellers shall, and shall procure that its Related Parties, not make available any work product or other documentation prepared by itself, its affiliates or its former and present advisors (including legal advisors, accountants and financial advisors) related to or otherwise relevant for the Legal Proceedings to any other person.
(d) Each of the Sellers shall, and shall procure that its Related Parties, refrain from acquiring, directly or indirectly, any Shares or any other investment in the Company and shall, and shall procure that its Related Parties, not hold or otherwise control directly or indirectly any Shares or other investment in the Company in the future.
(e) Without limiting the generality of the foregoing, each of the Sellers shall, and shall procure that its Related Parties, refrain from taking any action (either in court or out of court) to challenge directly or indirectly any shareholders' resolutions or corporate decisions of the Company or to initiate any legal proceedings of whatever nature (including award proceedings) , in any court or tribunal under the laws of any nation, state or territory, in connection with such shareholders' resolutions or corporate decisions including, without limitation, in connection with an amendment of the Company's articles of association, a delisting of the Company, a squeeze-out or a conversion of the Company or any other type of restructuring of the Company (each, a "FUTURE TRANSACTION"). The Sellers shall also refrain, and shall procure that its Related Parties, from directly or indirectly supporting or encouraging any other person to take any action (either in court or out of court) to challenge or to continue to challenge, as the case may be, the legal effectiveness, validity or lawfulness of a Future Transaction or to initiate any legal proceedings of whatever nature (including award proceedings), in any court or tribunal under the laws of any nation, state or territory, in this connection.
7.2 Upon withdrawal and abandonment by the Sellers of all actions and applications in accordance with Section 7.1(a), the Purchaser or the Company (as the case may be) shall, with respect to each such action, application and appeal, as the case may be, waive the initiation of proceedings regarding the determination of legal fees (Verzicht auf die Einleitung eines Kostenfestsetzungsverfahrens) with respect to the Sellers. The Purchaser and the Company will, however, not reimburse the Sellers for any costs, in particular lawyers', accountants' and other consultants' fees, incurred by the Sellers through such actions and applications or proceedings or the preparation thereof and the Sellers hereby irrevocably waive any claims in this respect.
7.3 Upon consummation of the sale and purchase of the Sellers' Shares in accordance with Section 4 above, all claims of the Sellers arising from and in connection with the Tender Offer and the Domination Agreement or any action taken under or in connection with the Domination Agreement and the Tender Offer are, except for the Parties' rights and obligations under this Agreement, settled (erledigt). In addition, each of the Sellers on behalf of itself and its Related Parties hereby irrevocably waives any and all actual or potential claims whatsoever (whether or not relating to the subject matter of the current Legal Proceedings) arising out of, or relating to the transactions or matters referred to directly or indirectly in this Agreement that such Seller has, or in the future may have, against the Purchaser, the Company or any of the Purchaser's or the Company's past, current and future Related Parties under the laws of any nation, state or territory. The Purchaser hereby accepts such waiver.
8. PURCHASER'S UNDERTAKINGS; INCREASE OF FAIR CASH COMPENSATION
8.1 With respect to the sale and transfer of the Sellers' Shares by the Sellers and the settlement between the Parties in accordance with Section 7 above, the Purchaser undertakes vis-a-vis the Sellers, subject to compliance with applicable law, to increase the fair cash compensation (Abfindung) under the Mandatory Offer of EUR 41.92 per Share resolved upon during the AGM (the "ORIGINAL CASH COMPENSATION") by an amount of EUR 9.08 per Share (the "ADDITIONAL CASH COMPENSATION") up to an aggregate amount of EUR 51.00 per Share for all minority shareholders that accept the Mandatory Offer on or prior to September 29, 2005, provided, however, that a minority shareholder shall only be entitled to the Additional Cash Compensation if such shareholder irrevocably declares by signing a waiver declaration the form of which is attached as Annex C that such shareholder (i) has not filed or has withdrawn (as the case may be), and will not file, an application for the initiation of award proceedings, and irrevocably waives any and all rights to initiate and carry out award proceedings in connection with the Domination Agreement; (ii) has not adhered, and will not adhere, to applications and has not, or will not, facilitate award proceedings in connection with the Domination Agreement in any other way, whether directly or indirectly; and (iii) irrevocably waives any and all rights to participate in an increase of the amount of the fair cash compensation and/or the guaranteed fixed annual payment as a result of, or in connection with the Award Proceedings or other proceedings or agreements irrespective of whether such increase occurs through a court ruling, an agreement amongst the parties or otherwise. Minority shareholders who accept the Mandatory Offer after September 29, 2005 shall not be entitled to receive the Additional Cash Compensation.
8.2 Notwithstanding the foregoing, for the avoidance of doubt and as a matter of utmost precaution the increase of the fair cash compensation under the Mandatory Offer shall be structured in a manner that, if the declarations described in the proviso to Section 8.1 above
are not binding upon minority shareholders and the Original Cash Compensation is increased as a result of the Award Proceedings, other proceedings or agreements - irrespective of whether such increase occurs through a court ruling, an agreement amongst the parties to the relevant proceedings or otherwise - (the "COMPENSATION INCREASE"), the Additional Cash Compensation is to be credited against such Compensation Increase. Thus, the Additional Cash Compensation shall be deemed to be a prepayment on such Compensation Increase.
8.3 As long as the Purchaser complies with Sections 8.1 and 8.2, the undertakings of the Purchaser set forth in this Section 8 shall not prevent the Purchaser to enter into separate transactions with one, several or all minority shareholders and/or their representatives on terms and conditions deviating from the terms and conditions provided for in this Section 8.
9. CONTINUED COOPERATION, CONFIDENTIALITY, PRESS RELEASES
9.1 The Parties agree to co-operate fully after the date hereof in order to consummate all the transactions intended by and/or envisaged in this Agreement. Each Party shall take such further actions, make such additional declarations and execute such documents as are necessary or, in the reasonable view of the Purchaser, appropriate to consummate the transactions intended by and/or contemplated in this Agreement.
9.2 The Parties shall treat the existence of this Agreement and its contents strictly confidential and shall make no public statements whatsoever concerning the existence of this Agreement and its contents. Notwithstanding the foregoing, it is acknowledged and agreed that (i) the Company and its affiliates may refer to this Agreement and describe its contents if and to the extent so required in order to implement the undertakings of the Purchaser set forth in Section 8 or by statutory law, regulation or order of a court, administrative agency or any other public authority, including, without limitation, in Form 8-K, amendments to its Schedule 13D, Schedule 13E-3, Form TO and other filings made pursuant to the U.S. Securities Exchange Act of 1934, as amended or the U.S. Securities Act of 1933, as amended; and (ii) each of the Sellers may refer to this Agreement and describe its contents to its shareholders and investors in accordance with past practice.
9.3 Upon execution of this Agreement, the Parties shall agree on the content and form of a press release with regard to the transactions and other agreements set forth herein. The Sellers shall not unreasonably withhold their consent to such or any other press releases prepared by the Purchaser and/or the Company. Until such press release is disseminated, the Sellers shall not communicate in any way with the press or any other media regarding this Agreement and the transactions contemplated hereby. In response to any unsolicited inquiry by the press or any other media regarding this Agreement and the transactions contemplated hereby, the Parties shall decline to comment. Following the dissemination of the press release, the Parties' only response to unsolicited inquiries by the press or any other media regarding the subject matter of this Agreement shall be that the transactions contemplated by this Agreement represent a fair resolution amongst the Parties with respect to the subject matter of this Agreement. Notwithstanding the foregoing, it is acknowledged and agreed that no Party shall make any adverse statements to the press or any other media about any other Party with respect to the subject matter of this Agreement.
10. ASSIGNMENT
None of the Sellers may not transfer any rights and obligations under or in connection with this Agreement without prior written consent of the Purchaser. The Purchaser has the right
to only transfer its rights and obligations under this Agreement in whole or in part to one or more enterprises controlled by the Purchaser (each, a "TRANSFEREE") by way of assignment and assumption of this Agreement (Vertragsubernahme) (a "TRANSFER OF CONTRACT"). Upon the Transfer of Contract coming into effect, the Transferee fully assumes the contractual position of the Purchaser under this Agreement. The Sellers hereby grant its irrevocable consent to any Transfer of Contract. The Transfer of Contract shall become legally effective as of the receipt (Zugang) by the Sellers of a written declaration made by the Purchaser and the Transferee that a Transfer of Contract has occurred.
11. LANGUAGE
This Agreement is made in, and shall be construed in accordance with, the English language. In the event of a conflict between English terms and German terms immediately following in italics and in parenthesis in this Agreement, the German terms shall prevail.
12. APPLICABLE LAW, JURISDICTION
12.1 This Agreement shall be governed by and interpreted exclusively in accordance with the laws of the Federal Republic of Germany with the exclusion of its conflict-of-laws provisions and the Convention on Contracts for the International Sale of Goods.
12.2 Frankfurt am Main, Germany shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement, provided, however, that the Purchaser may commence legal proceedings against the Sellers at any court that is competent (zustandig) for such proceedings.
13. FEES AND EXPENSES
Except as otherwise specifically set forth in this Agreement, the Parties hereto shall bear their respective expenses incurred with the preparation, execution and performance of this Agreement and the transactions contemplated therein, including all fees and expenses of their advisors and all fees and expenses incurred by each Party in connection with the Legal Proceedings.
14. AMENDMENTS
Any amendment or addition to this Agreement must be executed in writing, unless a more stringent form is required. This also applies to the deletion or amendment of this clause.
15. ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any and all earlier and current agreements, either orally or in writing, between the Parties.
16. SEVERABILITY
If one of the provisions of this Agreement is or becomes invalid or unimplementable, this shall not affect the validity of the remaining provisions. The Parties shall modify to the extent necessary or replace the invalid or unimplementable provision so that the effect of the modified or new provision corresponds as closely as possible to the intended effect of the invalid or unimplementable provision. In the event of an unintended omission in this
Agreement, a provision shall be deemed agreed between the Parties which corresponds, on the basis of the purpose and the meaning of this Agreement and the Parties' intention, as closely as possible to the provision the Parties would have agreed upon had the Parties considered the matter at the outset.
17. NOTICES, COMMUNICATION, EXERCISE OF RIGHTS
17.1 Any notice or other communication under this Agreement shall be effected in the English language and in writing and shall be delivered personally against confirmation of receipt or sent by "registered mail return receipt requested" or by an internationally recognized courier service or transmitted by facsimile (followed by confirmation delivered by "registered mail return receipt requested" or by an internationally recognized courier service) to the Parties at the followings addresses:
If to the Sellers:
Paulson & Co. Inc.
590 Madison Avenue
New York, NY 10022
USA
attn. General Counsel
Fax no. +1 212 977 9505,
and
Arnhold and S. Bleichroeder Advisers, LLC
1345 Avenue of the Americas
New York, NY 10105
USA
attn.: General Counsel
Fax no. +1 212 698 3271,
with a copy to:
Linklaters Oppenhoff & Radler
Dr. Hans-Ulrich Wilsing
Borsenplatz 1
50667 Koln
Germany
Fax no. +49 221 2091 435.
If to the Purchaser:
Celanese Europe Holding GmbH & Co. KG
Frankfurter Strasse 111
61476 Kronberg i.T.
Germany
attn.: Management Board
Fax no. + +49 69 305 82731 ,
with a copy to:
Gleiss Lutz
Dr. Gerhard Wirth and Dr. Jan M. Bauer
Maybachstrasse 6
70469 Stuttgart
Germany
Fax no. +49 711 855 096,
and a copy to
Simpson Thacher & Bartlett LLP
William R. Dougherty
425 Lexington Avenue
New York, NY 10017
USA
Fax no. +1 212 455 2502.
The Sellers jointly on the one hand and the Purchaser on the other hand may change the addresses and fax numbers set forth above by giving a corresponding notice in accordance with this Section 17.1 indicating the new address and/or fax number, as the case may be, to which notices under this Agreement shall be delivered, provided, however, that such notice or a change of address shall be effective only upon receipt thereof.
17.2 Any amendments, consents, waivers, statements, declarations or notices of the Sellers under or in connection with this Agreement shall be validly made or given if made or given by Paulson. on behalf of all Sellers and Sellers hereby authorize Paulson to act in their name and on their behalf in making any and all such amendments, consents, waivers, statements, declarations and notices. The same shall apply to the exercise of any rights by the Sellers under or in connection with this Agreement.
[Signature Page to Follow.]
This Agreement is signed in New York, USA, on August 19, 2005 by and on behalf of the Parties as follows:
Paulson & Co. Inc.:
By: By: --------------------------------- ------------------------------------ Name: Name: |
Title: Title:
Arnhold and S. Bleichroeder Advisers, LLC:
By: By: --------------------------------- ------------------------------------ Name: Name: Title: Title: Celanese Europe Holding GmbH & Co. KG By: Its general partner Celanese Europe Management GmbH: By: By: --------------------------------- ------------------------------------ Name: Name: Title: Title: |
ANNEX A
NAMES OF ORIGINAL PLAINTIFFS
- Richard Mayer
- Jochen Knoesel
- Allerthal Werke AG and Christa Gotz
- Carthago Value Invest AG
- Prof. Dr. Ekkehard Wenger
- Jens-Uwe Penquitt & Claus Deininger Vermogensverwaltung GbR
- Dr. Leonhard Knoll
- B.E.M. Borseninformations- und Effektenmanagement GmbH
- Protagon Capital GmbH
ANNEX B
OTHER LEGAL PROCEEDINGS
I. TENDER OFFER PROCEEDINGS (ANFECHTUNG DES AKTIENKAUFS IM RAHMEN DES UBERNAHMEVERFAHRENS)
FILE NUMBER FILE NUMBER PLAINTIFF DEFENDANT (FIRST INSTANCE) (COURT OF APPEAL) ------------- ----------------------- ---------------- ----------------- Richard Mayer - Celanese Europe Holding 3-06 O 181/04 5 U 131/05 GmbH & Co. KG - Claudio Sonder |
II. PUBLIC REGISTER PROCEEDINGS (AMTSLOSCHUNGSVERFAHREN)
1. PUBLIC REGISTER PROCEEDINGS WITH THE KONIGSTEIN LOCAL COURT (AMTSGERICHT)
PLAINTIFFS DEFENDANT FILE NUMBER -------------------------------- ----------- ----------- Richard Mayer Celanese AG 80 HRB 5277 OCP Obay Capital Pool Vermogens- verwaltungsgesellschaft mbH and Protagon Capital GmbH Celanese AG 80 HRB 5277 |
2. PUBLIC REGISTER PROCEEDINGS WITH THE FRANKFURT DISTRICT COURT (LANDGERICHT)
FILE NUMBER FILE NUMBER PLAINTIFF DEFENDANT (FIRST INSTANCE) (COURT OF APPEAL) ------------- ----------- ---------------- ----------------- Richard Mayer Celanese AG 3-16 T 25/04 20 W 425/04 |
ANNEX C
WAIVER LETTER (GERMAN VERSION)
VERZICHTSERKLARUNG
von _____________________________________, Wohnort/Sitz in ____________________,
_______________________________________________________________________________:
Mir/der von mir vertretenen Gesellschaft
- gehoren _______ Aktien der Celanese AG, die ich im Rahmen des Beherrschungs- und Gewinnabfuhrungsvertrags gegen Zahlung der festgelegten Abfindung einreiche;
- gehorten _______Aktien der Celanese AG, die ich im Rahmen des Beherrschungs- und Gewinnabfuhrungsvertrags gegen Zahlung der festgelegten Abfindung bereits eingereicht habe.
1. Ich erklare gegenuber Celanese Europe Holding GmbH & Co. KG, dass ich/die von mir vertretene Gesellschaft im Zusammenhang mit dem Beherrschungs- und Gewinnabfuhrungsvertrag vom 22. Juni 2004
- keinen Antrag auf Einleitung eines Spruchverfahrens gemaB Section 1 Nr. 1 Spruchverfahrensgesetz gestellt habe oder stellen werde oder einen bereits gestellten Antrag unwiderruflich und rechtsverbindlich zuruckgenommen habe und dass ich auf die Einleitung und Durchfuhrung eines Spruchverfahrens zur Bestimmung der angemessenen Barabfindung im Zusammenhang mit dem Ubertragungsbeschluss verzichte;
- Antragen nicht beitreten werde und ein Spruchverfahren gemaB Section 1 Nr. 1 Spruchverfahrensgesetz auch nicht in sonstiger Weise unmittelbar oder mittelbar fordern werde;
- auf eine in einem Spruchverfahren gemaB Section 1 Nr. 1 Spruchverfahrensgesetz gerichtlich festgesetzte Abfindung oder zur Beendigung eines solchen Spruchverfahrens vereinbarte Abfindung verzichte.
_______________, den ______________ 2005
Name of Company | Jurisdiction | |||
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 | |||
Celanese (China) Holding Co., Ltd.
|
China | |||
Celanese (Nanjing) Acetyl Derivatives Co., Ltd.
|
China | |||
Celanese (Nanjing) Chemicals 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 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 Trust 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 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 Chusik Hoesa
|
Korea | |||
Celanese Ltd.
|
Texas | |||
Celanese Mexico Holdings LLC
|
Delaware | |||
Celanese Polisinteza d.o.o*
|
Slovenia | |||
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 | |||
FKAT LLC | Delaware | |||
Grupo Celanese, S. de R.L. de C.V.** | 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 | |||
Nutrinova UK Limited | United Kingdom | |||
Riomava GmbH | Germany | |||
Servicios Corporativos Celanese S. de R.L. de C.V. | Mexico | |||
Synthesegasanlage Ruhr GmbH i.L*** | Germany | |||
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 Teknik Polimerler Sanayi ve Tic. Ltd.**** | Turkey | |||
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 | |||
Varimajo GmbH | Germany |
* | Aggregate ownership is 76.00% | |
** | Aggregate ownership is 99.89% | |
*** | Aggregate ownership is 50.00% | |
**** | Aggregate ownership is 99.95% |
| In liquidation |
PAGE | ||||
Independent Auditors Report
|
2 | |||
Statements of Operations for the years ended December 31,
2010, 2009 and 2008
|
3 | |||
Balance Sheets as of December 31, 2010 and 2009
|
4 | |||
Statements of Partners Capital for the years ended
December 31, 2010, 2009 and 2008
|
5 | |||
Statements of Cash Flows for the years ended December 31,
2010, 2009 and 2008
|
6 | |||
Notes to Financial Statements
|
7 |
1
2
Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands) | ||||||||||||
Equity in net earnings of Ibn Sina
|
$161,704 | $134,466 | $201,477 | |||||||||
Withholding tax expense
|
(7,698) | (4,126) | (11,941) | |||||||||
Income tax benefit
|
- | 4,750 | - | |||||||||
Net earnings
|
$154,006 | $135,090 | $189,536 | |||||||||
3
As of December 31, | ||||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
ASSETS
|
||||||||
Investment in Ibn Sina
|
$ | 143,789 | $158,771 | |||||
Total assets
|
$ | 143,789 | $158,771 | |||||
LIABILITIES AND PARTNERS CAPITAL | ||||||||
Current liabilities
|
||||||||
Income taxes payable
|
$ | - | $14,499 | |||||
Total current liabilities
|
- | 14,499 | ||||||
Partners capital
|
143,789 | 144,272 | ||||||
Total liabilities and partners capital
|
$ | 143,789 | $158,771 | |||||
4
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
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
|
$72,748 | $72,747 | $145,495 | $46,143 | $46,143 | $92,286 | $70,686 | $70,685 | $141,371 | |||||||||||||||||||||||||||
Net earnings
|
77,003 | 77,003 | 154,006 | 67,545 | 67,545 | $135,090 | 94,768 | 94,768 | 189,536 | |||||||||||||||||||||||||||
Dividends
|
(77,407) | (76,555) | (153,962) | (40,940) | (40,941) | (81,881) | (119,310) | (119,311) | (238,621) | |||||||||||||||||||||||||||
Balance as of the end of the year
|
72,344 | 73,195 | 145,539 | 72,748 | 72,747 | 145,495 | 46,144 | 46,142 | 92,286 | |||||||||||||||||||||||||||
Accumulated Other Comprehensive Income(Loss), Net
|
||||||||||||||||||||||||||||||||||||
Balance as of the beginning of the period
|
(612) | (611) | (1,223) | (1,024) | (1,024) | (2,048) | (899) | (899) | (1,798) | |||||||||||||||||||||||||||
Pension and postretirement benefits
|
(263) | (264) | (527) | 412 | 413 | 825 | (125) | (125) | (250) | |||||||||||||||||||||||||||
Balance as of the end of the period
|
(875) | (875) | (1,750) | (612) | (611) | (1,223) | (1,024) | (1,024) | (2,048) | |||||||||||||||||||||||||||
Total Partners Capital
|
$71,469 | $72,320 | $143,789 | $72,136 | $72,136 | $144,272 | $45,120 | $45,118 | $90,238 | |||||||||||||||||||||||||||
5
Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In thousands) | ||||||||||||
Operating activities
|
||||||||||||
Net earnings
|
$154,006 | $135,090 | $189,536 | |||||||||
Adjustments to reconcile net earnings to net cash provided by
operating activities:
|
||||||||||||
Equity in net earnings of Ibn Sina
|
(161,704) | (134,466) | (201,477) | |||||||||
Dividends received
|
176,159 | 86,007 | 250,562 | |||||||||
Income taxes payable
|
(14,499) | (4,750) | - | |||||||||
Net cash provided by operating activities
|
153,962 | $81,881 | 238,621 | |||||||||
Financing activities
|
||||||||||||
Dividends paid
|
(153,962) | (81,881) | (238,621) | |||||||||
Net cash provided by (used in) financing activities
|
(153,962) | (81,881) | (238,621) | |||||||||
Net change in cash and cash equivalents
|
- | - | - | |||||||||
Cash and cash equivalents at beginning of period
|
- | - | - | |||||||||
Cash and cash equivalents at end of period
|
$ - | $ - | $ - | |||||||||
6
| Estimates and assumptions |
| Investment in Ibn Sina |
7
| Dividends |
| Accumulated Other Comprehensive Income |
2010
|
2009
|
2008
|
||||||||||
Total Assets
|
$ | 480,263 | $ | 468,447 | $ | 356,089 | ||||||
Debt
|
- | - | - | |||||||||
Total Liabilities
|
183,977 | 140,229 | 112,040 | |||||||||
Net Sales
|
930,617 | 752,572 | 1,073,511 | |||||||||
Operating Profit
|
387,722 | 324,991 | 469,869 | |||||||||
Net Income
|
343,639 | 289,100 | 421,233 |
8
INDEX | PAGE | |
Independent auditors report
|
1 | |
Balance sheets
|
2 | |
Statements of income
|
3 | |
Statements of shareholders equity
|
4 | |
Statements of cash flows
|
5 | |
Notes to the financial statements
|
6 20 |
-1-
-2-
2010
|
2009
|
2008
|
||||||||||||
Note | SR 000 | SR 000 | SR 000 | |||||||||||
Sales
|
17 | 3,489,813 | 2,822,144 | 4,025,668 | ||||||||||
Cost of sales
|
17 | 2,021,016 | 1,585,055 | 2,243,193 | ||||||||||
Gross profit
|
1,468,797 | 1,237,089 | 1,782,475 | |||||||||||
Distribution expenses
|
372 | 525 | 797 | |||||||||||
General and administrative expenses
|
16,17 | 16,335 | 14,817 | 19,501 | ||||||||||
Operating income
|
1,452,090 | 1,221,747 | 1,762,177 | |||||||||||
Financial income
|
2,077 | 812 | 18,166 | |||||||||||
Other income (expenses), net
|
5,908 | 4,155 | (2,272 | ) | ||||||||||
NET INCOME
|
1,460,075 | 1,226,714 | 1,778,071 | |||||||||||
-3-
Saudi
|
||||||||||||||
Basic
|
CTE
|
|||||||||||||
Industries
|
Petrochemicals
|
|||||||||||||
Corporation
|
Company
|
Total
|
||||||||||||
Note | SR 000 | SR 000 | SR 000 | |||||||||||
Share capital
|
||||||||||||||
December 31, 2010, 2009 and 2008
|
1 | 279,000 | 279,000 | 558,000 | ||||||||||
Statutory reserve
|
||||||||||||||
December 31, 2010, 2009 and 2008
|
20 | 139,500 | 139,500 | 279,000 | ||||||||||
Retained earnings
|
||||||||||||||
January 1, 2008
|
243,774 | 202,891 | 446,665 | |||||||||||
Net income for the year
|
889,036 | 889,035 | 1,778,071 | |||||||||||
Zakat and income tax for year
|
15 | (21,064 | ) | (182,688 | ) | (203,752 | ) | |||||||
Amounts withheld from shareholders towards zakat and income tax
|
- | 117,561 | 117,561 | |||||||||||
Dividend related to year 2007, net
|
(243,774 | ) | (202,891 | ) | (446,665 | ) | ||||||||
Dividend related to current year
|
(809,500 | ) | (809,500 | ) | (1,619,000 | ) | ||||||||
December 31, 2008
|
58,472 | 14,408 | 72,880 | |||||||||||
Net income for the year
|
613,357 | 613,357 | 1,226,714 | |||||||||||
Zakat and income tax for year
|
15 | (16,495 | ) | (121,047 | ) | (137,542 | ) | |||||||
Amounts withheld from shareholders towards zakat and income tax
|
- | 106,105 | 106,105 | |||||||||||
Dividend related to year 2008, net
|
(58,616 | ) | (15,640 | ) | (74,256 | ) | ||||||||
Dividend related to current year
|
(397,518 | ) | (397,517 | ) | (795,035 | ) | ||||||||
December 31, 2009
|
199,200 | 199,666 | 398,866 | |||||||||||
Net income for the year
|
730,038 | 730,037 | 1,460,075 | |||||||||||
Zakat and income tax for year
|
15 | (19,846 | ) | (159,586 | ) | (179,432 | ) | |||||||
Amounts withheld from shareholders towards zakat and income tax
|
- | 97,421 | 97,421 | |||||||||||
Dividend related to year 2009, net
|
(199,304 | ) | (192,049 | ) | (391,353 | ) | ||||||||
Dividend related to current year
|
(537,099 | ) | (537,099 | ) | (1,074,198 | ) | ||||||||
December 31, 2010
|
172,989 | 138,390 | 311,379 | |||||||||||
Total shareholders equity
|
||||||||||||||
December 31, 2010
|
591,489 | 556,890 | 1,148,379 | |||||||||||
December 31, 2009
|
617,700 | 618,166 | 1,235,866 | |||||||||||
December 31, 2008
|
476,972 | 432,908 | 909,880 | |||||||||||
-4-
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net income
|
1,460,075 | 1,226,714 | 1,778,071 | |||||||||
Adjustments for:
|
||||||||||||
Depreciation
|
97,306 | 94,850 | 84,830 | |||||||||
Amortization of intangible assets
|
51,992 | 57,280 | 47,108 | |||||||||
End-of-service
indemnities
|
14,750 | 7,040 | 12,975 | |||||||||
Loss on disposal of property, plant and equipment
|
- | 460 | 220 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade receivables from related parties
|
9,640 | (145,618 | ) | 339,768 | ||||||||
Inventories
|
(38,484 | ) | (57,761 | ) | 8,680 | |||||||
Other receivables and prepayments
|
14,451 | (18,106 | ) | 4,893 | ||||||||
Accounts payable
|
16,713 | (1,147 | ) | (4,401 | ) | |||||||
Accrued and other current liabilities
|
51,551 | 171,636 | (210,752 | ) | ||||||||
Other liabilities
|
(283 | ) | (3,490 | ) | (493 | ) | ||||||
Cash from operations
|
1,677,711 | 1,331,858 | 2,060,899 | |||||||||
End-of-service
indemnities paid
|
(1,877 | ) | (24,128 | ) | (6,331 | ) | ||||||
Zakat and income tax paid
|
(137,746 | ) | (190,923 | ) | (205,850 | ) | ||||||
Net cash from operating activities
|
1,538,088 | 1,116,807 | 1,848,718 | |||||||||
INVESTING ACTIVITIES
|
||||||||||||
Additions to property, plant and equipment
|
(48,933 | ) | (50,973 | ) | (62,746 | ) | ||||||
Proceeds from disposal of property, plant and equipment
|
- | 486 | - | |||||||||
Additions to project under construction
|
(19,642 | ) | - | - | ||||||||
Additions to intangible assets
|
(51,464 | ) | (73,103 | ) | (17,012 | ) | ||||||
Other non-current assets
|
997 | (921 | ) | 6,928 | ||||||||
Net cash used in investing activities
|
(119,042 | ) | (124,511 | ) | (72,830 | ) | ||||||
FINANCING ACTIVITIES
|
||||||||||||
Dividends paid net of zakat and income tax
|
(1,368,130 | ) | (763,186 | ) | (1,948,104 | ) | ||||||
Net cash used in financing activities
|
(1,368,130 | ) | (763,186 | ) | (1,948,104 | ) | ||||||
Net change in cash and cash equivalents
|
50,916 | 229,110 | (172,216 | ) | ||||||||
Cash and cash equivalents, January 1
|
284,318 | 55,208 | 227,424 | |||||||||
CASH AND CASH EQUIVALENTS, DECEMBER 31
|
335,234 | 284,318 | 55,208 | |||||||||
Non-cash transactions:
|
||||||||||||
Accruals for additions to project under construction
|
9,021 | - | - | |||||||||
Construction in progress transferred to employee home ownership
receivables
|
27,683 | - | - | |||||||||
-5-
1. | ORGANIZATION AND ACTIVITIES |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
-6-
Years | ||||
Buildings
|
33 | |||
Plant and equipment
|
5-20 | |||
Furniture, fixtures and vehicles
|
4-10 |
-7-
-8-
3. | CASH AND CASH EQUIVALENTS |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Cash and bank balances
|
140,234 | 284,318 | ||||||
Time deposits
|
195,000 | | ||||||
335,234 | 284,318 | |||||||
-9-
4. | INVENTORIES |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Finished goods
|
113,563 | 97,602 | ||||||
Chemicals
|
10,276 | 5,119 | ||||||
Spare parts and supplies
|
80,952 | 72,215 | ||||||
Goods in transit
|
14,411 | 5,782 | ||||||
219,202 | 180,718 | |||||||
5. | OTHER RECEIVABLES AND PREPAYMENTS |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Advances to related parties (note 17)
|
25,930 | 37,680 | ||||||
Prepayments
|
7,316 | 8,197 | ||||||
Others
|
4,449 | 6,269 | ||||||
37,695 | 52,146 | |||||||
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, 2010
|
311,568 | 2,133,933 | 121,294 | 79,830 | 59,233 | 2,705,858 | ||||||||||||||||||
Additions
|
| 23,509 | 766 | 553 | 24,105 | 48,933 | ||||||||||||||||||
Transfers
|
| 29,610 | 19,094 | | (76,387 | ) | (27,683 | ) | ||||||||||||||||
December 31, 2010
|
311,568 | 2,187,052 | 141,154 | 80,383 | 6,951 | 2,727,108 | ||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||
January 1, 2010
|
205,840 | 1,673,270 | 57,872 | 71,213 | | 2,008,195 | ||||||||||||||||||
Charge for year
|
9,559 | 74,528 | 10,986 | 2,233 | | 97,306 | ||||||||||||||||||
December 31, 2010
|
215,399 | 1,747,798 | 68,858 | 73,446 | | 2,105,501 | ||||||||||||||||||
Net book value
|
||||||||||||||||||||||||
December 31, 2010
|
96,169 | 439,254 | 72,296 | 6,937 | 6,951 | 621,607 | ||||||||||||||||||
-10-
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, 2009
|
304,149 | 2,094,182 | 88,600 | 75,743 | 93,503 | 2,656,177 | ||||||||||||||||||
Additions
|
5,189 | 23,440 | 1,478 | 617 | 20,249 | 50,973 | ||||||||||||||||||
Disposals
|
| | | (346 | ) | (946 | ) | (1,292 | ) | |||||||||||||||
Transfers
|
2,230 | 16,311 | 31,216 | 3,816 | (53,573 | ) | | |||||||||||||||||
December 31, 2009
|
311,568 | 2,133,933 | 121,294 | 79,830 | 59,233 | 2,705,858 | ||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||
January 1, 2009
|
196,310 | 1,600,819 | 47,041 | 69,521 | | 1,913,691 | ||||||||||||||||||
Charge for year
|
9,530 | 72,451 | 10,831 | 2,038 | | 94,850 | ||||||||||||||||||
Disposals
|
| | | (346 | ) | | (346 | ) | ||||||||||||||||
December 31, 2009
|
205,840 | 1,673,270 | 57,872 | 71,213 | | 2,008,195 | ||||||||||||||||||
Net book value
|
||||||||||||||||||||||||
December 31, 2009
|
105,728 | 460,663 | 63,422 | 8,617 | 59,233 | 697,663 | ||||||||||||||||||
7. | PROJECT UNDER CONSTRUCTION |
-11-
8. | INTANGIBLE ASSETS |
Employee
|
||||||||||||||||
home
|
Software
|
|||||||||||||||
ownership
|
Turnaround
|
development
|
||||||||||||||
costs
|
costs
|
costs
|
Total
|
|||||||||||||
SR 000 | SR 000 | SR 000 | SR 000 | |||||||||||||
Cost
|
||||||||||||||||
January 1, 2010
|
4,359 | 167,188 | 17,585 | 189,132 | ||||||||||||
Additions
|
| 51,464 | | 51,464 | ||||||||||||
December 31, 2010
|
4,359 | 218,652 | 17,585 | 240,596 | ||||||||||||
Amortization
|
||||||||||||||||
January 1, 2010
|
1,257 | 131,026 | 17,585 | 149,868 | ||||||||||||
Charge for the year
|
872 | 51,120 | | 51,992 | ||||||||||||
December 31, 2010
|
2,129 | 182,146 | 17,585 | 201,860 | ||||||||||||
Net book value
|
||||||||||||||||
December 31, 2010
|
2,230 | 36,506 | | 38,736 | ||||||||||||
Employee
|
||||||||||||||||
home
|
Software
|
|||||||||||||||
ownership
|
Turnaround
|
development
|
||||||||||||||
costs
|
costs
|
costs
|
Total
|
|||||||||||||
SR 000 | SR 000 | SR 000 | SR 000 | |||||||||||||
Cost
|
||||||||||||||||
January 1, 2009
|
4,359 | 95,552 | 16,118 | 116,029 | ||||||||||||
Additions
|
| 71,636 | 1,467 | 73,103 | ||||||||||||
December 31, 2009
|
4,359 | 167,188 | 17,585 | 189,132 | ||||||||||||
Amortization
|
||||||||||||||||
January 1, 2009
|
385 | 78,935 | 13,268 | 92,588 | ||||||||||||
Charge for the year
|
872 | 52,091 | 4,317 | 57,280 | ||||||||||||
December 31, 2009
|
1,257 | 131,026 | 17,585 | 149,868 | ||||||||||||
Net book value
|
||||||||||||||||
December 31, 2009
|
3,102 | 36,162 | | 39,264 | ||||||||||||
-12-
9. | OTHER NON-CURRENT ASSETS |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Employee home ownership receivables
|
52,423 | 25,641 | ||||||
Others
|
1,597 | 1,693 | ||||||
54,020 | 27,334 | |||||||
10. | BANK FACILITIES |
11. | ACCOUNTS PAYABLE |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Trade accounts payable
|
7,927 | 10,106 | ||||||
Due to related parties
|
38,611 | 19,719 | ||||||
46,538 | 29,825 | |||||||
12. | ACCRUED AND OTHER CURRENT LIABILITIES |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Other operating costs
|
394,417 | 342,666 | ||||||
Technology and innovation costs (note 16,17)
|
1,632 | 1,787 | ||||||
Zakat and income tax (note 15)
|
73,125 | 31,439 | ||||||
Withholding tax
|
6,299 | 6,659 | ||||||
POM project accruals
|
9,021 | | ||||||
Others
|
6,493 | 6,178 | ||||||
490,987 | 388,729 | |||||||
-13-
13. | END-OF-SERVICE INDEMNITIES |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
January 1
|
83,371 | 100,459 | ||||||
Additional provision in year
|
14,750 | 7,040 | ||||||
Utilization of provision
|
(1,877 | ) | (24,128 | ) | ||||
December 31
|
96,244 | 83,371 | ||||||
14. | OTHER LIABILITIES |
2010
|
2009
|
|||||||
SR 000 | SR 000 | |||||||
Employees savings plan (note 19)
|
8,029 | 7,547 | ||||||
Employees early retirement
|
173 | 311 | ||||||
Other deferred credits
|
6,937 | 7,564 | ||||||
15,139 | 15,422 | |||||||
15. | ZAKAT AND INCOME TAX |
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Non-current assets
|
743,026 | 764,261 | 792,340 | |||||||||
Spare parts and supplies
|
80,952 | 72,215 | 61,027 | |||||||||
Non-current liabilities
|
111,383 | 98,793 | 119,371 | |||||||||
Opening shareholders equity
|
1,235,866 | 909,880 | 1,283,665 | |||||||||
Dividends paid
|
1,368,130 | 763,186 | 1,948,104 | |||||||||
Net income
|
1,460,075 | 1,226,714 | 1,778,071 |
-14-
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Zakat
|
||||||||||||
January 1
|
16,495 | 23,284 | 22,470 | |||||||||
Provision for year
|
19,806 | 16,495 | 21,064 | |||||||||
Under provision for prior year
|
40 | | | |||||||||
Payments during year
|
(16,535 | ) | (23,284 | ) | (20,250 | ) | ||||||
December 31
|
19,806 | 16,495 | 23,284 | |||||||||
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Income tax
|
||||||||||||
January 1
|
14,944 | 61,536 | 64,448 | |||||||||
Provision for year
|
150,740 | 121,047 | 182,688 | |||||||||
Under provision for prior year
|
8,846 | | | |||||||||
Payments during year
|
(121,211 | ) | (167,639 | ) | (185,600 | ) | ||||||
December 31
|
53,319 | 14,944 | 61,536 | |||||||||
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Zakat for current year
|
19,806 | 16,495 | 21,064 | |||||||||
Under provision of zakat for prior year
|
40 | | | |||||||||
Income tax for current year
|
150,740 | 121,047 | 182,688 | |||||||||
Under provision for income tax for prior year
|
8,846 | | | |||||||||
Charged to retained earnings
|
179,432 | 137,542 | 203,752 | |||||||||
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16. | GENERAL AND ADMINISTRATIVE EXPENSES |
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Employee benefits
|
5,602 | 6,496 | 7,156 | |||||||||
Technology and innovation (note 17)
|
8,282 | 6,941 | 11,212 | |||||||||
Depreciation
|
10 | 10 | 64 | |||||||||
Other
|
2,441 | 1,370 | 1,069 | |||||||||
16,335 | 14,817 | 19,501 | ||||||||||
17. | RELATED PARTY TRANSACTIONS |
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2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
SABIC for technology and innovation services
|
8,282 | 6,941 | 11,212 | |||||||||
18. | OPERATING LEASE ARRANGEMENTS |
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Charges under operating leases recognized as an expense during
the year
|
6,206 | 7,029 | 5,116 | |||||||||
19. | EMPLOYEE SAVING PLAN |
20. | STATUTORY RESERVE |
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21. | RISK MANAGEMENT |
22. | CAPITAL COMMITMENTS |
2010
|
2009
|
2008
|
||||||||||
SR 000 | SR 000 | SR 000 | ||||||||||
Commitments for POM project and acquisition of property and
equipment
|
172,380 | 84,000 | 105,000 | |||||||||
23. | 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) |
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(a) | Reconciliation of net income |
Year Ended December 31, | ||||||||||||
(in SR 000) | 2010 | 2009 | 2008 | |||||||||
Net income under Saudi GAAP
|
1,460,075 | 1,226,714 | 1,778,071 | |||||||||
Adjustments:
|
||||||||||||
- Zakat and income tax (i)
|
(179,432 | ) | (137,542 | ) | (203,752 | ) | ||||||
- Deferred tax (ii)
|
6,140 | (2,019 | ) | 3,521 | ||||||||
- Actuarial valuation adjustments for end of service
indemnities (iii)
|
2,881 | (6,492 | ) | 668 | ||||||||
- Other (iv)
|
(1,016 | ) | 3,463 | 1,115 | ||||||||
Net income under US GAAP
|
1,288,648 | 1,084,124 | 1,579,623 | |||||||||
(b) | Reconciliation of shareholders equity |
Year Ended December 31, | ||||||||||||
(in SR 000) | 2010 | 2009 | 2008 | |||||||||
Shareholders equity under Saudi GAAP
|
1,148,379 | 1,235,866 | 909,880 | |||||||||
- Deferred tax (ii)
|
5,993 | (147 | ) | 1,872 | ||||||||
- Actuarial valuation adjustments for end of service
indemnities (iii)
|
(31,481 | ) | (21,215 | ) | (14,723 | ) | ||||||
- Other (iv)
|
(11,817 | ) | (10,801 | ) | (14,264 | ) | ||||||
Shareholders equity under US GAAP
|
1,111,074 | 1,203,703 | 882,765 | |||||||||
(c) | Summary of reconciling items to US GAAP |
(i) | Zakat and income tax |
(ii) | Deferred tax |
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(iii) | Actuarial valuation adjustment for end of service indemnities (EOSI) |
(iv) | Other |
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