þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 98-0420726 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(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 | |
4.25% Convertible Perpetual Preferred Stock, par value
$0.01 per share (liquidation preference $25.00 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 | |||||
2009 Net
Sales
(1)
|
$808 million | $1,078 million | $974 million | $2,220 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 (LFRT) |
Acetate tow
Acetate flake Sunett ® sweetener Sorbates |
Polyvinyl alcohol (PVOH)
(2)
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
Markets |
Fuel system components
Conveyor belts Battery separators Electronics Seat belt mechanisms Other automotive Appliances Electronics Filtrations Coatings Medical Devices Telecommunications |
Filter products
Beverages Confections Baked goods Pharmaceuticals |
Paints
Coatings Adhesives Building products Glass fibers Textiles Paper Flexible packaging Lamination products Medical tubing Automotive parts |
Paints
Coatings Adhesives Lubricants Detergents Pharmaceuticals Films Textiles Inks Plasticizers Esters Solvents |
(1) | Consolidated net sales of $5,082 million for the year ended December 31, 2009 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 $389 million combined for the year ended December 31, 2009. | |
(2) | The PVOH business was sold July 1, 2009. |
5
6
7
8
Year Ended December 31, | ||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
285 | 35 | % | 365 | 34 | % | 388 | 38 | % | |||||||||||||||
Europe and Africa
|
403 | 50 | % | 553 | 52 | % | 517 | 50 | % | |||||||||||||||
Asia-Pacific
|
82 | 10 | % | 106 | 10 | % | 88 | 8 | % | |||||||||||||||
South America
|
38 | 5 | % | 37 | 4 | % | 37 | 4 | % | |||||||||||||||
Total
|
808 | 1,061 | 1,030 | |||||||||||||||||||||
9
Year Ended December 31, | ||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
176 | 16 | % | 194 | 17 | % | 201 | 18 | % | |||||||||||||||
Europe and Africa
|
452 | 42 | % | 497 | 43 | % | 427 | 39 | % | |||||||||||||||
Asia-Pacific
|
402 | 37 | % | 413 | 36 | % | 437 | 39 | % | |||||||||||||||
South America
|
48 | 5 | % | 51 | 4 | % | 46 | 4 | % | |||||||||||||||
Total
|
1,078 | (1) | 1,155 | 1,111 | ||||||||||||||||||||
(1) | Excludes inter-segment sales of $6 million for the year ended December 31, 2009. |
10
11
Year Ended December 31, | ||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
382 | 39 | % | 617 | 44 | % | 583 | 43 | % | |||||||||||||||
Europe and Africa
|
504 | 52 | % | 684 | 48 | % | 674 | 50 | % | |||||||||||||||
Asia-Pacific
|
78 | 8 | % | 81 | 6 | % | 69 | 5 | % | |||||||||||||||
South America
|
10 | 1 | % | 24 | 2 | % | 20 | 2 | % | |||||||||||||||
Total
|
974 | 1,406 | 1,346 | |||||||||||||||||||||
12
13
Year Ended December 31, | ||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||
% of
|
% of
|
% of
|
||||||||||||||||||||||
$ | Segment | $ | Segment | $ | Segment | |||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||||||
North America
|
501 | 22 | % | 743 | 23 | % | 685 | 23 | % | |||||||||||||||
Europe and Africa
|
771 | 35 | % | 1,198 | 37 | % | 1,183 | 40 | % | |||||||||||||||
Asia-Pacific
|
884 | 40 | % | 1,142 | 36 | % | 968 | 33 | % | |||||||||||||||
South America
|
64 | 3 | % | 116 | 4 | % | 119 | 4 | % | |||||||||||||||
Total
|
2,220 | (1) | 3,199 | (1) | 2,955 | (1) | ||||||||||||||||||
(1) | Excludes inter-segment sales of $383 million, $676 million and $660 million for the years ended December 31, 2009, 2008 and 2007, respectively. |
14
Year
|
||||||||||||||
Location | Ownership | Segment | Partner(s) | Entered | ||||||||||
Equity Method Investments
|
||||||||||||||
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
|
||||||||||||||
National Methanol Co.
|
Saudi Arabia | 25 | % | Acetyl Intermediates |
Saudi Basic Industries
Corporation (SABIC)/ Texas Eastern Arabian Corporation Ltd. |
1981 | ||||||||
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 |
15
Company
|
Ownership % | |||
InfraServ GmbH & Co. Gendorf KG
|
39 | % | ||
InfraServ GmbH & Co. Knapsack KG
|
27 | % | ||
InfraServ GmbH & Co. Hoechst KG
|
32 | % |
16
Employees as of
|
||||
December 31, 2009 | ||||
North America
|
||||
US
|
2,500 | |||
Canada
|
250 | |||
Mexico
|
700 | |||
Total
|
3,450 | |||
Europe
|
||||
Germany
|
1,600 | |||
Other Europe
|
1,600 | |||
Total
|
3,200 | |||
Asia
|
700 | |||
Rest of World
|
50 | |||
Total
|
7,400 | |||
17
Item 1A. | Risk Factors |
18
| 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; |
19
| The general level of business and economic activity; and |
| The direct or indirect effect of governmental regulation. |
20
21
22
23
24
25
26
27
Item 1B. | Unresolved Staff Comments |
28
30
Item 2.
Properties
Site
Leased/Owned
Products/Functions
Leased
Administrative offices
Leased
Corporate headquarters
Leased
Administrative offices
Leased
Administrative offices
Owned
Administrative offices
Leased
Automotive Development Center
Owned
POM,
GUR
®
,
Compounding
Owned
Compounding
Owned
LFRT, POM, Compounding
Leased
GUR
®
Owned by Polyplastics Co.,
Ltd.
(7)
POM, PBT, LCP, Compounding
Owned by Polyplastics Co.,
Ltd.
(7)
POM, Compounding
Owned
LCP, PBT, PET, Compounding
Owned
Compounding
Owned by Korea Engineering Plastics Co.,
Ltd.
(7)
POM
Owned by Fortron Industries
LLC
(7)
PPS
Owned
LFRT
Leased
LFRT,
GUR
®
Owned by Kunming Cellulose Fibers Co.
Ltd.
(6)
Acetate tow, Acetate flake
Owned
Acetate tow
Owned by Nantong Cellulose Fibers Co.
Ltd.
(6)
Acetate tow, Acetate flake
Owned
Acetate tow, Acetate flake
Owned
Acetate tow, Acetate flake
Owned
Acetate tow, Acetate flake
Owned by InfraServ GmbH & Co. Hoechst
KG
(7)
Sorbates,
Sunett
®
sweetener
Owned by Zhuhai Cellulose Fibers Co.
Ltd.
(6)
Acetate tow, Acetate flake
Owned
Conventional emulsions
Owned
Conventional emulsions, Vinyl acetate ethylene emulsions
Owned
LDPE, EVA
Owned by InfraServ GmbH & Co. Hoechst
KG
(7)
Conventional emulsions, Vinyl acetate ethylene emulsions
Owned
Vinyl acetate ethylene emulsions
Owned
Site is no longer operating as of December 31, 2009.
Owned
Conventional emulsions, Vinyl acetate ethylene emulsions
29
Table of Contents
Site
Leased/Owned
Products/Functions
Leased
Conventional emulsions, Vinyl acetate ethylene emulsions
Owned
Site is no longer operating as of December 31, 2009.
Owned by Complejo Industrial Taqsa
AIE
(6)
Conventional emulsions, Vinyl acetate ethylene emulsions
Owned
Conventional emulsions, Vinyl acetate ethylene emulsions
Owned
Site is no longer operating as of December 31, 2009.
Leased
VAM
Owned
Formaldehyde
Owned
Acetic anhydride, Ethyl acetate
Owned
Acetic acid, VAM
Owned by InfraServ GmbH & Co. Hoechst
KG
(7)
Acetaldehyde, VAM, Butyl acetate
Leased
Acetic acid, Acetic anhydride, VAM
Owned
Site is no longer operating as of December 31, 2009.
Owned
Site is no longer operating as of December 31, 2009.
Leased
Acetic anhydride
Owned by National Methanol
Company
(6)
Methyl tertiary-butyl ether, Methanol
Leased
Acetic acid, Butyl acetate, Ethyl acetate, VAM
Owned by Complejo Industrial Taqsa
AIE
(6)
VAM
(1)
Site is no longer operational and is currently held for sale.
(2)
Multiple Celanese business segments conduct operations at the
Tarragona site. Celanese owns its assets at the facility but
shares ownership in the land. Celaneses ownership
percentage in the land is 15%.
(3)
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.
(4)
Multiple Celanese business segments conduct operations at the
Frankfurt facility.
(5)
Celanese owns the assets on this site, but utilizes the land
through the terms of a long-term land lease.
(6)
A Celanese cost method investment.
(7)
A Celanese equity method investment.
Table of Contents
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
31
36
134
139
140
141
142
Price Range
High
Low
$
15.27
$
7.44
$
24.30
$
12.67
$
27.93
$
19.72
$
33.41
$
23.65
$
43.72
$
31.76
$
50.99
$
39.50
$
47.02
$
24.68
$
27.76
$
5.71
32
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
(1)
per Share
Announced Program
the Program
24,980
$
24.54
-
$
122,300,000.00
-
$
-
-
$
122,300,000.00
334
$
32.03
-
$
122,300,000.00
(1)
Relates to shares employees have elected to have withheld to
cover their statutory minimum withholding requirements for
personal income taxes related to the vesting of restricted stock
units. No shares were purchased during the three months ended
December 31, 2009 under our previously announced stock
repurchase plan.
33
Table of Contents
34
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)
100,000
$
17.17
3,812,359
1,381,886
-
3,812,359
5,902,938
$
19.05
-
1,283,021
-
-
8,667,845
3,812,359
Item 6.
Selected
Financial Data
35
Table of Contents
Year Ended December 31,
2009
2008
2007
2006
2005
(In $ millions, except per share data)
5,082
6,823
6,444
5,778
5,270
(136
)
(108
)
(58
)
(10
)
(61
)
290
440
748
620
486
241
434
447
526
276
484
371
337
319
214
4
(90
)
90
87
63
488
282
426
406
277
3.30
2.44
2.11
1.95
1.32
3.08
2.28
1.96
1.86
1.29
596
586
566
751
701
31
(201
)
143
(268
)
(907
)
(112
)
(499
)
(714
)
(108
)
(144
)
594
685
827
824
758
8,410
7,166
8,058
7,895
7,445
3,501
3,533
3,556
3,498
3,437
584
182
1,062
787
235
308
350
291
269
267
167
267
306
244
203
0.16
0.16
0.16
0.16
0.08
(1)
Trade working capital is defined as trade accounts receivable
from third parties and affiliates net of allowance for doubtful
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,
2009
2008
2007
2006
2005
(In $ millions)
721
631
1,009
1,001
919
522
577
636
653
650
(649
)
(523
)
(818
)
(830
)
(811
)
594
685
827
824
758
(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 25 and
Note 29 to the consolidated financial statements.
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
37
Table of Contents
38
Table of Contents
39
Table of Contents
Year Ended December 31,
2009
2008
2007
(In $ millions, except percentages)
5,082
6,823
6,444
1,003
1,256
1,445
(469
)
(540
)
(516
)
(136
)
(108
)
(58
)
290
440
748
48
54
82
(207
)
(261
)
(262
)
-
-
(256
)
98
167
116
241
434
447
484
372
336
4
(90
)
90
488
282
426
308
350
291
5.7
%
6.4
%
11.6
%
4.7
%
6.4
%
6.9
%
(1)
Defined as operating profit divided by net sales.
As of December 31,
2009
2008
(In $ millions)
242
233
3,259
3,300
3,501
3,533
1,254
676
2,247
2,857
40
Table of Contents
Year Ended
December 31,
2009
2008
(In $ millions)
(105
)
(21
)
(17
)
(7
)
10
-
6
38
(14
)
(115
)
(16
)
(12
)
-
8
-
1
(136
)
(108
)
41
Table of Contents
Year Ended
December 31,
2008
2007
(In $ millions)
(21
)
(32
)
(7
)
(11
)
-
(74
)
-
4
38
40
-
31
(115
)
(9
)
(12
)
(5
)
8
-
1
(2
)
(108
)
(58
)
42
Table of Contents
43
Table of Contents
Year Ended December 31,
Year Ended December 31,
Change
Change
2009
2008
in $
2008
2007
in $
(In $ millions)
808
1,061
(253
)
1,061
1,030
31
1,084
1,155
(71
)
1,155
1,111
44
974
1,406
(432
)
1,406
1,346
60
2,603
3,875
(1,272
)
3,875
3,615
260
2
2
-
2
2
-
(389
)
(676
)
287
(676
)
(660
)
(16
)
5,082
6,823
(1,741
)
6,823
6,444
379
(18
)
(29
)
11
(29
)
(4
)
(25
)
(9
)
(2
)
(7
)
(2
)
(4
)
2
4
(3
)
7
(3
)
(23
)
20
(91
)
(78
)
(13
)
(78
)
72
(150
)
(22
)
4
(26
)
4
(99
)
103
(136
)
(108
)
(28
)
(108
)
(58
)
(50
)
35
32
3
32
133
(101
)
231
190
41
190
199
(9
)
89
47
42
47
28
19
95
309
(214
)
309
616
(307
)
(160
)
(138
)
(22
)
(138
)
(228
)
90
290
440
(150
)
440
748
(308
)
62
69
(7
)
69
189
(120
)
288
237
51
237
235
2
89
47
42
47
28
19
144
434
(290
)
434
694
(260
)
(342
)
(353
)
11
(353
)
(699
)
346
241
434
(193
)
434
447
(13
)
73
76
(3
)
76
69
7
50
53
(3
)
53
51
2
51
62
(11
)
62
59
3
123
150
(27
)
150
106
44
11
9
2
9
6
3
308
350
(42
)
350
291
59
44
Table of Contents
Volume
Price
Currency
Other
Total
(In percentages)
(21
)
(1
)
(2
)
-
(24
)
(12
)
7
(1
)
-
(6
)
(10
)
(10
)
(2
)
(9
)
(2)
(31
)
(6
)
(26
)
(1
)
-
(33
)
(10
)
(16
)
(2
)
2
(26
)
(1)
(4
)
3
4
-
3
(6
)
7
1
2
(3)
4
(10
)
11
4
(1
)
(4)
4
(3
)
7
2
-
7
(5
)
8
3
-
6
(1)
(1)
Includes the effects of the captive insurance companies.
(2)
Includes loss of sales related to the sale of the PVOH business
on July 1, 2009.
(3)
Includes net sales from the Acetate Products Limited
(APL) acquisition.
(4)
Includes loss of sales related to the sale of the EVA
Performance Polymers (f/k/a AT Plastics) Films business.
Year Ended December 31,
Change
2009
2008
in $
(In $ millions, except percentages)
808
1,061
(253
)
(21
)
%
(1
)
%
(2
)
%
0
%
35
32
3
4.3
%
3.0
%
(18
)
(29
)
11
62
69
(7
)
73
76
(3
)
45
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
(In $ millions, except percentages)
1,084
1,155
(71
)
(12
)
%
7
%
(1
)
%
0
%
231
190
41
21.3
%
16.4
%
(9
)
(2
)
(7
)
288
237
51
50
53
(3
)
46
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
)
47
Table of Contents
Year Ended December 31,
Change
2009
2008
in $
(In $ millions, except percentages)
2,603
3,875
(1,272
)
(6
)
%
(26
)
%
(1
)
%
0
%
95
309
(214
)
3.6
%
8.0
%
(91
)
(78
)
(13
)
144
434
(290
)
123
150
(27
)
48
Table of Contents
Year Ended December 31,
Change
2008
2007
in $
(In $ millions, except percentages)
1,061
1,030
31
(4
)
%
3
%
4
%
0
%
32
133
(101
)
3.0
%
12.9
%
(29
)
(4
)
(25
)
69
189
(120
)
76
69
7
49
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Year Ended December 31,
Change
2008
2007
in $
(In $ millions, except percentages)
1,155
1,111
44
(6
)
%
7
%
1
%
2
%
190
199
(9
)
16.4
%
17.9
%
(2
)
(4
)
2
237
235
2
53
51
2
50
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Year Ended December 31,
Change
2008
2007
in $
(In $ millions, except percentages)
1,406
1,346
60
(10
)
%
11
%
4
%
(1
)
%
47
28
19
3.3
%
2.1
%
(3
)
(23
)
20
47
28
19
62
59
3
Year Ended December 31,
Change
2008
2007
in $
(In $ millions, except percentages)
3,875
3,615
260
(3
)
%
7
%
3
%
0
%
309
616
(307
)
8.0
%
17.0
%
(78
)
72
(150
)
434
694
(260
)
150
106
44
51
Table of Contents
52
Table of Contents
53
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54
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First Lien Senior Secured
Leverage Ratio
5.25 to 1.00
4.75 to 1.00
4.25 to 1.00
4.25 to 1.00
3.90 to 1.00
55
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Payments due by period
Less Than
After 5
Total
1 Year
Years 2 & 3
Years 4 & 5
Years
(In $ millions)
2,785
29
57
2,699
-
921
(1)
193
286
165
277
242
34
28
28
152
474
(5)
179
69
45
181
4,422
435
440
2,937
610
203
50
67
40
46
234
(2)
5
-
-
229
1,626
(3)
228
437
316
645
713
(4)
187
274
141
111
180
35
68
21
56
7,378
940
1,286
3,455
1,697
(1)
Future interest expense is calculated using the rate in effect
on January 2, 2010.
(2)
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.
(3)
Represent the
take-or-pay
provisions included in certain long-term purchase agreements. We
do not expect to incur material losses under these arrangements.
(4)
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.
(5)
Other debt of $474 million is primarily made up of fixed
rate pollution control and industrial revenue bonds, short-term
borrowings from affiliated companies and other bank obligations.
56
Table of Contents
57
Table of Contents
58
Table of Contents
59
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Benefit Obligations
60
Table of Contents
61
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
62
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2010 Maturity
(In $ millions)
(372
)
(90
)
(200
)
(5
)
27
(48
)
8
(11
)
15
(1
)
(677
)
63
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Item 8.
Financial
Statements and Supplementary Data
64
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
June 30,
September 30,
December 31,
2009
2009
2009
2009
(Unaudited)
(In $ millions, except per share data)
1,146
1,244
1,304
1,388
200
248
266
289
(21
)
(1)
(6
)
(96
)
(2)
(13
)
27
89
65
109
(16
)
122
49
86
(21
)
105
399
1
1
(1
)
-
4
(20
)
104
399
5
(0.16
)
0.71
2.76
0.02
(0.16
)
0.66
2.53
0.02
Three Months Ended
March 31,
June 30,
September 30,
December 31,
2008
2008
2008
2008
(Unaudited)
(In $ millions, except per share data)
1,846
1,868
1,823
1,286
418
396
333
109
(16
)
(7
)
(1
)
(3)
(84
)
(4)
234
207
151
(152
)
218
247
152
(183
)
145
203
164
(140
)
-
(69
)
(6
)
(15
)
145
134
158
(155
)
0.93
0.87
1.05
(1.09
)
0.87
0.80
0.97
(1.09
)
(1)
Consists principally of $24 million in employee termination
benefits, due to our efforts to align production capacity and
staffing levels with our current view of an economic environment
of prolonged lower demand.
(2)
Consists principally of $65 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.
(3)
Consists principally of $21 million in long-lived asset
impairment losses, $23 million in insurance recoveries and
$8 million in employee termination benefits. The long-lived
asset impairment losses are associated with the sale of our
Pampa, Texas plant. The insurance recoveries were received from
our reinsurers in partial satisfaction of loss claims resulting
from the previously announced outage at our Clear Lake, Texas
acetic acid facility.
(4)
Consists principally of $94 million in long-lived
impairment losses and $15 million in insurance recoveries.
The long-lived asset impairment losses are associated with the
2009 closure of our acetic acid and VAM production
65
Table of Contents
facility in Pardies, France, the 2009 VAM production unit in
Cangrejera, Mexico and certain other facilities. The insurance
recoveries reflect amounts received from our reinsurers in
partial satisfaction of loss claims resulting from the
previously announced outage at our Clear Lake, Texas acetic acid
facility.
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
66
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67
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
Item 15.
Exhibits
and Financial Statement Schedules
Page Number
73
74
75
76
78
79
68
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69
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By:
Chairman of the Board of Directors, Chief Executive Officer
(Principal Executive Officer)
February 12, 2010
Senior Vice President, Chief Financial Officer (Principal
Financial Officer)
February 12, 2010
Vice President and Corporate Controller (Principal Accounting
Officer)
February 12, 2010
Director
February 12, 2010
Director
February 12, 2010
Director
February 12, 2010
Director
February 12, 2010
70
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Director
February 12, 2010
Director
February 12, 2010
Director
February 12, 2010
Director
February 12, 2010
71
Table of Contents
Page Number
73
74
75
76
78
79
79
85
86
89
90
90
91
92
93
94
95
95
97
99
107
109
111
113
116
120
121
123
126
132
132
135
136
136
137
137
72
Table of Contents
73
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CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
2009
2008
2007
(In $ millions, except for share and per share data)
5,082
6,823
6,444
(4,079
)
(5,567
)
(4,999
)
1,003
1,256
1,445
(469
)
(540
)
(516
)
(77
)
(76
)
(72
)
(75
)
(80
)
(73
)
(136
)
(108
)
(58
)
2
(4
)
2
42
(8
)
20
290
440
748
48
54
82
(207
)
(261
)
(262
)
-
-
(256
)
8
31
44
98
167
116
4
3
(25
)
241
434
447
243
(63
)
(110
)
484
371
337
6
(120
)
40
-
6
52
(2
)
24
(2
)
4
(90
)
90
488
281
427
-
1
(1
)
488
282
426
(10
)
(10
)
(10
)
478
272
416
484
372
336
4
(90
)
90
488
282
426
3.30
2.44
2.11
0.03
(0.61
)
0.58
3.33
1.83
2.69
3.08
2.28
1.96
0.03
(0.55
)
0.53
3.11
1.73
2.49
143,688,749
148,350,273
154,475,020
157,115,521
163,471,873
171,227,997
74
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CONSOLIDATED BALANCE SHEETS
75
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CONSOLIDATED STATEMENTS OF
SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
(LOSS)
2009
2008
2007
Shares
Shares
Shares
Outstanding
Amount
Outstanding
Amount
Outstanding
Amount
(In $ millions, except share data)
9,600,000
-
9,600,000
-
9,600,000
-
-
-
-
-
-
-
9,600,000
-
9,600,000
-
9,600,000
-
143,505,708
-
152,102,801
-
158,668,666
-
-
-
-
-
7,400
-
806,580
-
1,056,368
-
4,265,221
-
-
-
(9,763,200
)
-
(10,838,486
)
-
81,781
-
109,739
-
-
-
144,394,069
-
143,505,708
-
152,102,801
-
20,601,686
(781
)
10,838,486
(403
)
-
-
-
-
9,763,200
(378
)
10,838,486
(403
)
20,601,686
(781
)
20,601,686
(781
)
10,838,486
(403
)
495
469
362
-
2
4
13
15
15
14
9
88
522
495
469
1,047
799
394
488
282
426
(23
)
(24
)
(25
)
(10
)
(10
)
(10
)
-
-
14
1,502
1,047
799
(579
)
197
31
(3
)
(23
)
17
5
(130
)
70
15
(79
)
(41
)
(97
)
(544
)
120
(659
)
(579
)
197
584
182
1,062
2
5
74
-
-
(70
)
(2
)
(2
)
-
-
(1
)
1
-
2
5
584
184
1,067
(1)
Adoption of ASC 740,
Income Taxes
related to uncertain
tax positions (Note 19).
76
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY AND COMPREHENSIVE INCOME (LOSS)
2009
2008
2007
Shares
Shares
Shares
Outstanding
Amount
Outstanding
Amount
Outstanding
Amount
(In $ millions, except share data)
488
281
427
(3
)
(23
)
17
5
(130
)
70
15
(79
)
(41
)
(97
)
(544
)
120
408
(495
)
593
-
1
(1
)
408
(494
)
592
77
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CONSOLIDATED STATEMENTS OF CASH
FLOWS
Year Ended December 31,
2009
2008
2007
(In $ millions)
488
281
427
73
111
30
319
360
311
(402
)
(69
)
23
(40
)
1
(74
)
-
-
256
22
36
(2
)
(2
)
3
(84
)
(79
)
339
(69
)
30
21
(27
)
9
53
66
104
(265
)
(11
)
74
(285
)
(280
)
596
586
566
(176
)
(274
)
(288
)
( 9
)
-
(269
)
171
9
715
412
311
-
(351
)
(185
)
(21
)
15
202
69
-
(91
)
(59
)
-
-
46
-
(93
)
-
(31
)
(80
)
(50
)
31
(201
)
143
(9
)
(64
)
30
-
13
2,904
(80
)
(47
)
(3,053
)
(3
)
-
(240
)
-
(378
)
(403
)
14
18
69
(23
)
(24
)
(25
)
(10
)
(10
)
(10
)
(1
)
(7
)
14
(112
)
(499
)
(714
)
63
(35
)
39
578
(149
)
34
676
825
791
1,254
676
825
78
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1.
Description
of the Company and Basis of Presentation
2.
Summary
of Accounting Policies
79
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20 years
30 years
20 years
80
Table of Contents
81
Table of Contents
82
Table of Contents
83
Table of Contents
Ownership Percentage
as of December 31,
2009
2008
76
%
76
%
50
%
50
%
84
Table of Contents
3.
Recent
Accounting Pronouncements
85
Table of Contents
4.
Acquisitions,
Ventures, Divestitures, Asset Sales and Plant Closures
86
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87
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88
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5.
Marketable
Securities, at Fair Value
Years ended December 31,
2009
2008
2007
(In $ millions)
5
10
1
-
(10
)
-
5
-
1
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gain
Loss
Value
(In $ millions)
26
2
-
28
1
-
-
1
27
2
-
29
55
-
(3
)
52
2
-
-
2
84
2
(3
)
83
35
17
-
52
3
-
-
3
38
17
-
55
55
-
(13
)
42
3
-
-
3
96
17
(13
)
100
Amortized
Fair
Cost
Value
(In $ millions)
3
3
-
-
-
-
26
28
29
31
89
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6.
Receivables,
Net
As of
December 31,
2009
2008
(In $ millions)
739
656
(18
)
(25
)
721
631
42
33
64
88
149
154
-
(1
)
255
274
7.
Inventories
As of
December 31,
2009
2008
(In $ millions)
367
434
28
24
127
119
522
577
90
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8.
Investments
in Affiliates
Ownership
Share of Earnings (Loss)
Percentage
Carrying Value
Year Ended
as of December 31,
as of December 31,
December 31,
Segment
2009
2008
2009
2008
2009
2008
2007
(In percentages)
(In $ millions)
Acetyl Intermediates
-
-
-
-
-
-
2
Acetyl Intermediates
-
45
-
1
-
-
(1
)
Advanced Engineered
Materials
50
50
74
77
(3
)
4
16
Advanced Engineered
Materials
50
50
159
145
14
12
14
Advanced Engineered
Materials
45
45
175
189
15
19
25
Advanced Engineered
Materials
50
50
2
2
-
2
-
Other Activities
39
39
27
28
3
4
5
Other Activities
32
31
142
137
15
10
18
Other Activities
27
27
24
22
5
4
4
Consumer Specialties
10
10
4
4
(1
)
(1
)
-
607
605
48
54
83
(1)
The Company divested this investment in February 2007
(Note 4). The share of earnings (loss) for this investment
is included in Earnings (loss) from operation of discontinued
operations in the consolidated statements of operations.
(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.
(3)
The Company divested this investment in July 2009 as part of the
sale of PVOH (Note 4).
Year Ended December 31,
2009
2008
2007
(In $ millions)
121
121
204
48
54
82
(1)
37
64
57
(1)
Amount does not include a $1 million liquidating dividend
from Clear Lake Methanol Partners for the year ended
December 31, 2007.
91
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Ownership
Percentage as of
Carrying Value as of
Dividend Income for the years
December 31,
December 31,
ended December 31,
Segment
2009
2008
2009
2008
2009
2008
2007
(In percentages)
(In $ millions)
Acetyl Intermediates
25
25
54
54
41
119
78
Consumer Specialties
30
30
14
14
10
8
7
Consumer Specialties
31
31
77
77
38
32
24
Consumer Specialties
30
30
14
14
8
6
6
Other Activities
8
8
6
6
1
2
1
18
19
-
-
-
183
184
98
167
116
9.
Property,
Plant and Equipment, Net
As of December 31,
2009
2008
(In $ millions)
62
61
44
44
360
358
2,669
2,615
792
443
3,927
3,521
(1,130
)
(1,051
)
2,797
2,470
92
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10.
Goodwill
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(In $ millions)
277
264
53
278
872
-
-
(6)
-
(6)
277
264
47
278
866
(9)
2
(12)
(30)
(49)
(10)
(14)
(1)
(13)
(38)
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
(1)
Fully impaired goodwill of $6 million was written off
related to the sale of PVOH.
93
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11.
Intangible
Assets, Net
Customer-
Covenants
Trademarks
Related
not to
and
Intangible
Developed
Compete
Trade names
Licenses
Assets
Technology
and Other
Total
(In $ millions)
85
-
562
12
12
671
-
28
(1
)
-
-
-
28
(3
)
1
(25
)
-
-
(27
)
82
29
537
12
12
672
-
-
-
1
-
1
1
-
15
-
-
16
83
29
552
13
12
689
-
-
(228
)
(9
)
(9
)
(246
)
-
(3
)
(71
)
(1
)
(1
)
(76
)
-
-
14
-
-
14
-
(3
)
(285
)
(10
)
(10
)
(308
)
(5
)
(3
)
(67
)
(1
)
(1
)
(77
)
-
-
(10
)
-
-
(10
)
(5
)
(6
)
(362
)
(11
)
(11
)
(395
)
78
23
190
2
1
294
(1)
Acquisition of a sole and exclusive license to patents and
patent applications related to acetic acid. The license is being
amortized over 10 years.
94
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12.
Current
Other Liabilities
As of December 31,
2009
2008
(In $ millions)
100
107
13
19
99
32
37
34
22
9
75
67
49
57
15
16
20
54
5
-
176
179
611
574
13.
Noncurrent
Other Liabilities
As of December 31,
2009
2008
(In $ millions)
93
79
85
85
49
55
846
371
45
40
44
76
61
-
83
100
1,306
806
95
Table of Contents
Year Ended December 31,
2009
2008
2007
(In $ millions)
49
47
59
14
(1)
6
(2)
-
2
3
5
(14
)
(6
)
(6
)
-
-
(16
)
(3)
-
-
3
15
(4)
1
(2
)
1
(2
)
4
67
49
47
(1)
Relates to a site for which management no longer considers to
have an indeterminate life.
(2)
Relates to long-lived assets impaired (Note 18) for
which management no longer considers to have an indeterminate
life.
(3)
Relates to the sale of the Edmonton, Alberta, Canada plant
(Note 4).
(4)
Primarily relates to long-lived assets impaired
(Note 18) based on triggering events assessed by the
Company in 2008 and decisions made by the Company in 2009.
96
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14.
Debt
As of December 31,
2009
2008
(In $ millions)
102
81
140
152
242
233
2,785
2,794
-
14
181
181
242
211
153
181
3,361
3,381
102
81
3,259
3,300
First Lien Senior
Secured Leverage Ratio
5.25 to 1.00
4.75 to 1.00
4.25 to 1.00
4.25 to 1.00
3.90 to 1.00
97
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98
Table of Contents
(In $ millions)
242
89
65
73
2,699
333
3,501
15.
Benefit
Obligations
99
Table of Contents
Pension Benefits
Postretirement Benefits
as of December 31,
as of December 31,
2009
2008
2009
2008
(In $ millions)
3,073
3,264
275
306
29
31
1
2
193
195
17
17
-
-
25
22
5
-
-
2
230
(107
)
12
(14
)
-
-
-
-
(3
)
-
-
-
(1
)
(19
)
-
-
(222
)
(222
)
(59
)
(58
)
-
-
6
6
(2
)
(1
)
-
(2
)
40
(68
)
4
(6
)
-
-
-
-
3,342
3,073
281
275
2,170
2,875
-
-
306
(448
)
-
-
44
48
34
35
-
-
25
23
(2
)
-
-
-
(3
)
(22
)
-
-
(222
)
(222
)
(59
)
(58
)
36
(61
)
-
-
-
-
-
-
2,329
2,170
-
-
(1,013
)
(903
)
(281
)
(275
)
6
1
1
1
630
502
(63
)
(80
)
(377
)
(400
)
(343
)
(354
)
5
8
-
-
(22
)
(22
)
(27
)
(35
)
(996
)
(889
)
(254
)
(240
)
(1,013
)
(903
)
(281
)
(275
)
630
502
(63
)
(80
)
6
1
1
1
636
503
(62
)
(79
)
(377
)
(400
)
(343
)
(354
)
(1)
Primarily relates to change in discount rates.
100
Table of Contents
(2)
Amount shown net of tax of $54 million and $1 million
as of December 31, 2009 and 2008, respectively, in the
consolidated statements of shareholders equity and
comprehensive income (loss). See Note 17 for the related
tax associated with the pension and postretirement benefit
obligations.
Pension Benefits
as of December 31,
2009
2008
(In percentages)
83
%
84
%
17
%
16
%
100
%
100
%
As of December 31,
2009
2008
(In $ millions)
3,280
2,924
2,262
2,014
As of December 31,
2009
2008
(In $ millions)
3,169
2,797
2,249
1,985
101
Table of Contents
Pension Benefits
Postretirement Benefits
Year Ended
Year Ended
December 31,
December 31,
2009
2008
2007
2009
2008
2007
(In $ millions)
29
31
38
1
1
2
193
195
187
17
17
19
(207
)
(218
)
(216
)
-
-
-
-
-
-
-
-
-
1
1
1
(5
)
(4
)
(2
)
(1
)
(2
)
(1
)
-
-
(1
)
-
3
(12
)
-
-
-
2
-
-
-
-
-
17
10
(3
)
13
14
18
Pension Benefits
Postretirement Benefits
as of December 31,
as of December 31,
2009
2008
2009
2008
(In percentages)
5.90
6.50
5.50
6.40
5.41
5.84
5.49
6.11
5.83
6.41
5.50
6.37
4.00
4.00
N/A
N/A
2.94
3.24
N/A
N/A
3.84
3.90
N/A
N/A
102
Table of Contents
Pension Benefits
Postretirement Benefits
Year Ended December 31,
Year Ended December 31,
2009
2008
2007
2009
2008
2007
(In percentages)
6.50
6.30
5.88
6.40
6.00
5.88
5.84
5.42
4.70
6.11
5.31
4.80
6.41
6.16
5.86
6.37
5.93
5.79
8.50
8.50
8.50
N/A
N/A
N/A
5.29
5.68
6.59
N/A
N/A
N/A
7.94
8.05
8.20
N/A
N/A
N/A
4.00
4.00
4.00
N/A
N/A
N/A
3.24
3.15
3.18
N/A
N/A
N/A
3.90
3.66
3.73
N/A
N/A
N/A
103
Table of Contents
2010
26
%
20
%
4
%
50
%
100
%
2010
21
%
73
%
6
%
100
%
104
Table of Contents
Fair Value Measurement Using
Quoted Prices in
Significant
Active Markets for
Significant Other
Unobservable
Identical Assets
Observable Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(In $ millions)
2
-
-
2
-
16
-
16
-
210
19
229
-
831
-
831
522
-
-
522
14
244
-
258
88
212
-
300
-
53
-
53
-
7
-
7
-
298
-
298
-
65
-
65
3
-
-
3
-
28
-
28
629
1,964
19
2,612
(15
)
(268
)
-
(283
)
(15
)
(268
)
-
(283
)
614
1,696
19
2,329
105
Table of Contents
Common/Collective Trust
(In $ millions)
7
10
2
19
Postretirement
Benefit
Pension
Expected
Benefit
Federal
Payments
(1)
Payments
Subsidy
(In $ millions)
224
61
7
222
63
7
221
64
7
223
65
8
224
66
3
1,187
332
13
(1)
Payments are expected to be made primarily from plan assets.
106
Table of Contents
As of December 31,
2009
2008
(In $ millions)
30
33
8
5
38
38
16.
Environmental
107
Table of Contents
Company
Ownership %
Liability %
39
%
10
%
27
%
22
%
32
%
40
%
8
%
0
%
100
%
0
%
108
Table of Contents
17.
Shareholders
Equity
109
Table of Contents
Accumulated
Unrealized
Unrealized
Other
Gain (Loss) on
Foreign
Gain (Loss)
Pension and
Comprehensive
Marketable
Currency
on Interest
Postretirement
Income
Securities
Translation
Rate Swaps
Benefits
(Loss), Net
(In $ millions)
9
17
4
1
31
17
70
(41
)
124
170
-
-
-
(4
)
(4
)
26
87
(37
)
121
197
(23
)
(1)
(130
)
(79
)
(549
)
(781
)
-
-
-
5
5
3
(43
)
(116
)
(423
)
(579
)
(5
)
10
23
(150
)
(122
)
2
(5
)
(8
)
53
42
-
(38
)
(101
)
(520
)
(659
)
(1)
Includes a net reclassification adjustment of
($2) million to the consolidated statements of operations.
110
Table of Contents
18.
Other
(Charges) Gains, Net
Year Ended December 31,
2009
2008
2007
(In $ millions)
(105
)
(21
)
(32
)
(17
)
(7
)
(11
)
-
-
(74
)
10
-
4
6
38
40
-
-
31
(14
)
(115
)
(9
)
(16
)
(12
)
(5
)
-
8
-
-
1
(2
)
(136
)
(108
)
(58
)
111
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Other
Total
(In $ millions)
2
5
12
16
2
37
1
2
1
13
4
21
(1
)
(5
)
(6
)
(12
)
(3
)
(27
)
-
-
(1
)
-
(1
)
(2
)
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
1
3
1
2
1
8
-
-
-
-
-
-
(1
)
-
(1
)
(2
)
-
(4
)
-
(1
)
-
-
-
(1
)
-
2
-
-
1
3
-
-
-
17
-
17
-
(2
)
-
-
-
(2
)
-
-
-
-
-
-
-
-
-
17
1
18
7
4
3
77
8
99
112
Table of Contents
19.
Income
Taxes
Year Ended
December 31,
2009
2008
2007
(In $ millions)
294
135
(111
)
(53
)
299
558
241
434
447
Year Ended
December 31,
2009
2008
2007
(In $ millions)
11
62
(9
)
148
92
163
159
154
154
(404
)
(37
)
17
2
(54
)
(61
)
(402
)
(91
)
(44
)
(243
)
63
110
As of
December 31,
2009
2008
(In $ millions)
361
304
195
195
10
8
375
279
220
192
1,161
978
(334
)
(652
)
(1)
827
326
336
322
45
41
90
49
471
412
356
(86
)
113
Table of Contents
(1)
Includes deferred tax asset valuation allowances primarily
for the Companys deferred tax assets in the US,
Luxembourg, France and Germany, as well as other foreign
jurisdictions. These valuation allowances relate primarily to
net operating loss carryforward benefits and other net deferred
tax assets, all of which may not be realizable.
Year Ended
December 31,
2009
2008
2007
(In $ millions)
84
152
156
(314
)
(5
)
9
(20
)
(17
)
8
4
18
38
10
(5
)
27
(11
)
(84
)
(98
)
71
3
(21
)
(76
)
-
(19
)
9
1
10
(243
)
63
110
(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.
114
Table of Contents
115
Table of Contents
Year Ended December 31,
2009
2008
(In $ millions)
195
200
19
-
39
7
(38
)
(10
)
(7
)
(2
)
208
195
20.
Stock-Based
and Other Management Compensation Plans
116
Table of Contents
117
Table of Contents
Year Ended December 31,
2009
2008
2007
1
.90
%
3
.30
%
4
.60
%
5
.20
7
.70
6
.80
0
.96
%
0
.38
%
0
.42
%
54
.30
%
31
.40
%
27
.50
%
Year Ended December 31, 2009
Weighted-
Average
Weighted-
Remaining
Aggregate
Number of
Average
Contractual
Intrinsic
Options
Exercise Price
Term
Value
(In millions)
(In $)
(In years)
(In $ millions)
7.0
19.35
0.1
17.17
(0.8
)
17.79
(0.3
)
34.06
6.0
19.01
5.6
79
5.0
17.09
5.3
75
118
Table of Contents
Weighted
Number of
Average
Units
Fair Value
(In thousands)
(In $)
1,188
19.65
420
38.16
(79
)
21.30
(114
)
17.28
1,415
25.24
119
Table of Contents
Year Ended December 31,
2009
2008
2007
1.11%
1.05%
4.53 - 4.55%
0.00 - 4.64%
0.00 - 12.71%
0.00 - 2.76%
25 - 75%
20 - 70%
20 - 45%
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 $)
105
39.34
15
44.02
421
23.13
41
16.58
(23
)
37.60
(15
)
44.02
(1
)
39.53
-
-
502
25.57
41
16.58
21.
Leases
120
Table of Contents
Capital
Operating
(In $ millions)
63
50
39
36
38
31
35
24
35
16
276
46
-
(29
)
486
174
244
242
22.
Derivative
Financial Instruments
121
Table of Contents
2010 Maturity
(In $ millions)
(372
)
(90
)
(200
)
(5
)
27
(48
)
8
(11
)
15
(1
)
(677
)
122
Table of Contents
Year ended December 31, 2009
Gain (Loss)
Recognized
in Other
Gain (Loss)
Comprehensive
Recognized
Income
in Income
(In $ millions)
(40
)
(63
)
(1)
(20
)
(40
)
(83
)
(1)
Amount represents reclassification from Accumulated other
comprehensive income and is classified as interest expense in
the consolidated statement of operations.
23.
Fair
Value Measurements
123
Table of Contents
124
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)
28
28
1
1
52
52
2
2
12
12
(1
)
52
43
95
(68
)
(68
)
(2)
(44
)
(44
)
(3)
(7
)
(7
)
(2)
(119
)
(119
)
52
52
3
3
42
42
3
3
54
54
(1)
42
112
154
(42
)
(42
)
(2)
(76
)
(76
)
(3)
(25
)
(25
)
(2)
(143
)
(143
)
(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.
As of December 31,
As of December 31,
2009
2008
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(In $ millions)
183
184
66
66
67
67
3,361
3,246
3,381
2,404
125
Table of Contents
24.
Commitments
and Contingencies
126
Table of Contents
127
Table of Contents
128
Table of Contents
129
Table of Contents
130
Table of Contents
131
Table of Contents
25.
Supplemental
Cash Flow Information
Year Ended December 31,
2009
2008
2007
(In $ millions)
17
98
181
208
259
414
(1)
(3
)
(25
)
17
38
103
80
(9
)
(7
)
18
30
8
4
22
17
19
(1)
Amount includes premiums paid on early redemption of debt and
related issuance costs, net of amounts capitalized, of
$217 million for the year ended December 31, 2007.
26.
Business
and Geographical Segments
132
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(In $ millions)
Year ended December 31, 2009
808
1,084
(1)
974
2,603
(1)
2
(389
)
5,082
(18
)
(9
)
4
(91
)
(22
)
(3)
(136
)
27
1
5
15
48
62
288
89
144
(342
)
241
73
50
51
123
11
308
27
50
45
36
9
167
(2)
385
299
62
346
1,092
2,211
1,083
740
1,986
2,390
8,410
1,061
1,155
1,406
3,875
(1)
2
(676
)
6,823
(29
)
(2
)
(3
)
(78
)
4
(108
)
37
3
14
54
69
237
47
434
(353
)
434
76
53
62
150
9
350
55
49
67
86
10
267
(2)
398
309
73
363
1,143
1,867
995
903
2,197
1,204
7,166
(1)
Includes $389 million, $676 million and
$660 million of intersegment sales eliminated in
consolidation for the years ended December 31, 2009, 2008
and 2007, respectively.
(2)
Excludes expenditures related to the relocation of the
Companys Ticona plant in Kelsterbach
(Note 29) and includes a decrease in accrued capital
expenditures of $9 million and $7 million for the
years ended December 31, 2009 and 2008, respectively (see
Note 25).
(3)
Includes $10 million of insurance recoveries received from
the Companys captive insurance companies related to the
Edmonton, Alberta, Canada facility that eliminates in
consolidation.
133
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(In $ millions)
1,030
1,111
1,346
3,615
(1)
2
(660
)
6,444
(4
)
(4
)
(23
)
72
(99
)
(3)
(58
)
55
3
6
18
82
189
235
28
694
(699
)
447
69
51
59
106
6
291
59
43
63
130
11
306
(2)
(1)
Includes $389 million, $676 million and
$660 million of intersegment sales eliminated in
consolidation for the years ended December 31, 2009, 2008
and 2007, respectively.
(2)
Excludes expenditures related to the relocation of the
Companys Ticona plant in Kelsterbach
(Note 29) and includes a decrease in accrued capital
expenditures of $9 million and $7 million for the
years ended December 31, 2009 and 2008, respectively (see
Note 25).
(3)
Includes $35 million of insurance recoveries received from
the Companys captive insurance companies related to the
Clear Lake, Texas facility (Note 30) that eliminates
in consolidation.
Year Ended December 31,
2009
2008
2007
(In $ millions)
1,262
1,719
1,754
3,820
5,104
4,690
5,082
6,823
6,444
1,733
2,469
2,348
460
393
182
513
783
762
459
478
295
173
276
266
277
391
349
Table of Contents
As of December 31,
2009
2008
(In $ millions)
634
733
2,163
1,737
2,797
2,470
1,075
682
516
493
98
111
27
24
131
117
103
105
27.
Transactions
and Relationships with Affiliates and Related Parties
Year Ended December 31,
2009
2008
2007
(In $ millions)
143
143
126
6
36
126
1
2
1
1
9
7
(1)
Purchases and sales from/to affiliates are accounted for at
prices which, in the opinion of the Company, approximate those
charged to third-party customers for similar goods or services.
(2)
Primarily includes utilities and services purchased from
InfraServ Hoechst.
As of December 31,
2009
2008
(In $ millions)
8
12
9
7
9
19
26
15
18
85
103
100
121
135
Table of Contents
28.
Earnings
(Loss) Per Share
Year Ended December 31,
2009
2008
2007
Basic
Diluted
Basic
Diluted
Basic
Diluted
(In $ millions, except for share and per share data)
Amounts attributable to Celanese Corporation
484
484
372
372
336
336
4
4
(90
)
(90
)
90
90
488
488
282
282
426
426
(10
)
(10
)
(10
)
478
488
272
282
416
426
143,688,749
143,688,749
148,350,273
148,350,273
154,475,020
154,475,020
1,167,922
2,559,268
4,344,644
172,246
504,439
362,130
12,086,604
12,057,893
12,046,203
143,688,749
157,115,521
148,350,273
163,471,873
154,475,020
171,227,997
3.30
3.08
2.44
2.28
2.11
1.96
0.03
0.03
(0.61
)
(0.55
)
0.58
0.53
3.33
3.11
1.83
1.73
2.69
2.49
Year Ended December 31,
2009
2008
2007
2,433,515
2,298,159
336,133
302,635
90,625
2,736,150
2,388,784
336,133
29.
Ticona
Kelsterbach Plant Relocation
136
Table of Contents
Total From
Year Ended December 31,
Inception Through
2009
2008
December 31, 2009
(In $ millions)
412
311
749
16
12
33
373
(1)
202
(1)
616
(1)
Includes increase in accrued capital expenditures of
$22 million and $17 million for the years ended
December 31, 2009 and 2008, respectively.
30.
Insurance
Recoveries
31.
Subsequent
Events
137
Table of Contents
Exhibit
Number
Description
Second Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K filed with the SEC on January 28, 2005).
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).
Certificate of Designations of 4.25% Convertible Perpetual
Preferred Stock (incorporated by reference to Exhibit 3.2 to the
Current Report on Form 8-K filed with the SEC on January 28,
2005).
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).
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).
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
April 5, 2007).
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).
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 April 5,
2007).
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).
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).
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).
Celanese Corporation 2004 Stock Incentive Plan (incorporated by
reference to Exhibit 10.7 to the Current Report on Form 8-K
filed with the SEC on January 28, 2005).
Form of Nonqualified Stock Option Agreement (for employees)
between Celanese Corporation and award recipient (incorporated
by reference to Exhibit 10.5 to the Current Report on Form 8-K
filed with the SEC on January 28, 2005).
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Form of Amendment to Nonqualified Stock Option Agreement (for
employees) between Celanese Corporation and award recipient.
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).
Form of Nonqualified Stock Option Agreement (for non-employee
directors) between Celanese Corporation and award recipient
(incorporated by reference to Exhibit 10.6 to the Current Report
on Form 8-K filed with the SEC on January 28, 2005).
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 April 3, 2007).
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).
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).
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).
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).
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).
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).
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).
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).
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).
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
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).
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).
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).
Summary of pension benefits for David N. Weidman (incorporated
by reference to Exhibit 10.34 to the Annual Report on Form 10-K
filed on March 31, 2005).
Offer Letter Agreement, dated June 27, 2007, between Celanese
Corporation and Sandra Beach Lin (incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the
SEC on July 27, 2007).
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
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).
Offer Letter, dated November 18, 2009, between Celanese
Corporation and Jacquelyn Wolf.
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).
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).
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).
Restated Agreement and General Release, dated June 3, 2009,
between Celanese Corporation and Miguel A. Desdin (incorporated
by reference to Exhibit 10.9 to the Quarterly Report on Form
10-Q filed with the SEC on July 29, 2009).
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).
Agreement and General Release, dated November 16, 2009, between
Celanese Corporation and Michael L. Summers (filed herewith).
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).
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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).
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).
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).
Share Purchase and Transfer Agreement and Settlement Agreement,
dated August 19, 2005 between Celanese Europe Holding GmbH
& Co. KG, as purchaser, and Paulson & Co. Inc., and
Arnhold and S. Bleichroeder Advisers, LLC, each on behalf of its
own and with respect to shares owned by the investment funds and
separate accounts managed by it, as the sellers (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed on August 19, 2005).
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).
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
of Form 10-K filed on February 21, 2007).
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).
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).
List of subsidiaries of Celanese Corporation
Report on Financial Statement Schedule and Consent of
Independent Registered Public Accounting Firm, KPMG LLP
Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Financial Statement schedule regarding Valuation and Qualifying
Accounts
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
(i) | Termination by the Company without cause, Termination by the Participant with Good Reason or Termination Due to Death, Disability or Retirement. If the Participants Employment with the Company and its Affiliates is terminated (A) by the Company without Cause, (B) by the Participant with Good Reason or (C) due to the Participants death, Disability or Retirement, the Participant may exercise: |
(x) | the Vested Portion of the Time Option for a period ending on the earlier of (I) the later of (1) December 31 of the calendar year in which falls the first anniversary of the date of such termination or (2) the 15 th day of the third month immediately following the month in which falls the first anniversary of the date of such termination and (II) the Expiration Date; and | |
(y) | the Vested Portion of Performance Option for a period ending on the earlier of (I) the latest of (1) December 31 of the calendar year in which falls the first anniversary of the date of such termination, (2) the 15 th day of the third month immediately following the month in which falls the first anniversary of the date of such termination and (3) 90 days following the date the total Vested Portion of such Performance Option is determined and (II) the Expiration Date; and |
(ii) | Termination by the Participant without Good Reason. If the Participants Employment with the Company and its Affiliates is terminated by the Participant without Good Reason, the Participant may exercise the Vested Portion of an Option for a period ending on the earlier of (A) 90 days following the date of such termination and (B) the Expiration Date; provided, however, that if the date of such termination is on or after December 31, 2010, then the Participant may exercise the Vested Portion of an Option for a period ending on the earlier of (I) the later of (1) December 31 of the calendar year in which falls the 90 th day following the date of such termination or (2) the 15 th day of the third month following the month in which falls the 90 th day following the date of such termination and (II) the Expiration Date; and |
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Exhibit 10.13 |
¡ | I accept the above described offer of employment with Celanese and understand that my employment status will be considered at-will and may be terminated at any time for any reason. Upon acceptance of this offer, I agree to keep the terms and conditions of this agreement confidential. | |
¡ | I decline your offer of employment. |
Signature:___/s/ Jacquelyn Wolf________________
|
Date:___December 2, 2009____________________ | |
Jacquelyn Wolf
|
|
Exhibit 10.19 |
1. | Last Day of Employment (Departure Date) . The last day of employment with Celanese is scheduled to be March 31, 2010, or such earlier date as the Company may determine in its sole discretion, but in no event earlier than January 1, 2010, (the Departure Date ). Unless otherwise expressly agreed to by the Company, if Employee voluntarily resigns before the Departure Date, he shall immediately be removed from the payroll and forfeit all rights to the consideration set forth in Paragraphs 2(b), (c) and (h) below. |
2. | Consideration . Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, Employer and Employee agree: |
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3. | No Consideration Absent Execution of this Agreement . Employee understands and agrees that he would not receive the monies and/or benefits specified in Paragraph 2 above, unless the Employee signs this Agreement on the signature page without having revoked this Agreement pursuant to Paragraph 16 below and the fulfillment of the promises contained herein. |
4. | General Release of Claims . Employee knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the Peoples Republic of China (PRC), U.K. and Germany, the Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as Employer ), of and from any and all claims, known and unknown, asserted and unasserted, Employee has or may have against Employer as of the date of execution of this Agreement, including, but not limited to, any alleged violation of: |
| Title VII of the Civil Rights Act of 1964, as amended; | |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code, as amended; | |
| The Employee Retirement Income Security Act of 1974, as amended; | |
| The Immigration Reform and Control Act, as amended; | |
| The Americans with Disabilities Act of 1990, as amended; | |
| The Age Discrimination in Employment Act of 1967, as amended; | |
| The Workers Adjustment and Retraining Notification Act, as amended; | |
| The Occupational Safety and Health Act, as amended; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Civil Rights Act, as amended; | |
| The Texas Minimum Wage Law, as amended; | |
| Equal Pay Law for Texas, as amended; | |
| Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the United Kingdom. | |
| Any public policy, contract, tort, or common law. | |
| The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany. | |
| Any claim for costs, fees, or other expenses including attorneys fees incurred in these matters. |
5. | Affirmations . Employee affirms that he has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against Employer in any forum or form. Provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission ( EEOC ), subject to the restriction that if any such charge is filed, Employee agrees not to violate the confidentiality provisions of this Agreement and Employee further agrees and covenants that should he or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge with the EEOC, civil action, suit or legal proceeding against the Employer involving any matter occurring at any time in the past, Employee will not seek or accept any personal relief (including, but not limited to, monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding. |
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6. | Confidentiality . Employee agrees and recognizes that any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Employer or any of its subsidiaries, divisions or affiliates, including, without limitation, all types of trade secrets, client lists or information, employee lists or information, information regarding product development, marketing plans, management organization, operating policies or manuals, performance results, business plans, financial records, or other financial, commercial, business or technical information (collectively Confidential Information ), must be protected as confidential, not copied, disclosed or used other than for the benefit of the Employer at any time unless and until such knowledge or information is in the public domain through no wrongful act by Employee. Employee further agrees not to divulge to anyone (other than the Employer or any persons employed or designated by the Employer), publish or make use of any such Confidential Information without the prior written consent of the Employer, except by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency. |
7. | Non-competition/Non-solicitation/Non-hire . Employee acknowledges and recognizes the highly competitive nature of the business of the Employer. Without the express written permission of Celanese, for a period of (52) weeks, following the Departure Date (the Restricted Period ), Employee acknowledges and agrees that he will not: (i) directly or indirectly solicit sales of like products similar to those produced or sold by Employer; or (ii) directly engage or become employed with any business that competes with the business of Celanese, including but not limited to: direct sales, supply chain, marketing, or manufacturing for a producer of products similar to those produced or licensed by Celanese. In addition, for (2) years, Employee will not directly or indirectly solicit, nor hire employees of Celanese for employment. However, nothing in this provision shall restrict Employee from owning, solely as an investment, publicly traded securities of any company which is engaged in the business of Celanese if Employee (i) is not a controlling person of, or a member of a group which controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities of any such company. |
8. | Governing Law and Interpretation . This Agreement shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event the Employee or Employer breaches any provision of this Agreement, Employee and Employer affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. |
9. | Non-admission of Wrongdoing . The parties agree that neither this Agreement nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Employer of any liability or unlawful conduct of any kind. |
10. | Non - Disparagement . Employee agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Employer, its reputation, its business, and/or its directors, officers, managers. Likewise the Employers senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Employee, his reputation and/or his business. |
11. | Future Cooperation after Departure Date . After retirement, Employee agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after retirement of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Employee for reasonable time and expenses in connection with any future cooperation after the Departure Date, at his current annual base pay, converted to an hourly rate of $173/hr. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the Employee within 30 days of remittance by Employee to the Company of such time and expenses incurred. |
12. | Consulting Services . After the Departure Date, the Employer may, in its sole discretion, retain Employee as a Consultant. If retained, the Employee will be paid, 1/12 of his current base pay or $30,000 for each month he |
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provides consulting services. The Employer may end the consulting engagement at its sole discretion by providing him 60 days notice of its intent to terminate the engagement. |
13. | Injunctive Relief . Employee agrees and acknowledges that the Employer will be irreparably harmed by any breach, or threatened breach by him of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he agrees that in the event of a breach, or threatened breach by him of this Agreement the Employer shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity. |
14. | Review Period . Employee is hereby advised he has until November 28, 2009, or forty-five (45) calendar days, to review this Agreement and to consult with an attorney prior to execution of this Agreement. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original forty-five (45) calendar day consideration period. |
15. | Revocation Period and Effective Date . In the event that Employee elects to sign and return to the Company a copy of this Agreement, he has a period of seven (7) days (the Revocation Period ) following the date of such execution to revoke this Agreement, after which time this agreement will become effective (the Effective Date ) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after the Employee signs this Agreement at which time the Revocation Period shall expire. |
16. | Amendment . This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement. |
17. | Entire Agreement . This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Employer to the Employee. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this Agreement, except for those set forth in this Agreement. Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long Term Incentive Award Claw Back Agreement executed by Employee on or about August 12, 2008 shall remain in full force and effect, except as such Equity Agreements are modified by Section 2(d) of this Agreement. |
18. | HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 2 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER. |
Employee | Celanese Corporation: | |
By: ___/s/ Michael L.
Summers
|
By:___/s/ Steven M. Sterin | |
Michael L. Summers
|
Steven M. Sterin | |
Date:
November 11,
2009
|
Date: November 16, 2009 |
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Name of Company | Jurisdiction | |||
1776461 Canada Inc.
|
Canada | |||
Acetex (Cyprus) Ltd.
|
Cyprus | |||
Acetex Chemicals Limited
|
United Kingdom | |||
Acetex Chimie S.A.
|
France | |||
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 Americas LLC
|
Delaware | |||
Celanese Canada Inc.
|
Canada | |||
Celanese Chemicals Europe GmbH
|
Germany | |||
Celanese Chemicals Iberica 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 LLC
|
Delaware | |||
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 SA
|
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 Holding 3 L.L.C.
|
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 Hungaria Kft.
|
Hungary | |||
Ticona Industrial Co. Ltd.
|
South Korea | |||
Ticona Italia S.r.L
|
Italy | |||
Ticona Japan Ltd.
|
Japan | |||
Ticona Korea Ltd.
|
Korea | |||
Ticona LLC
|
Delaware | |||
Ticona Norden Denmark A/S
|
Denmark | |||
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 |
Additions | ||||||||||||||||||||
Balance at
|
Charged to
|
Charged to
|
||||||||||||||||||
Beginning
|
Costs and
|
other
|
Balance at
|
|||||||||||||||||
of Year | Expenses | Accounts | Deductions | End of Year | ||||||||||||||||
(In $ millions) | ||||||||||||||||||||
Year Ended December 31, 2007
|
||||||||||||||||||||
Deducted from asset accounts:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
16 | 6 | | (4 | ) (a) | 18 | ||||||||||||||
Valuation allowance for deferred tax assets
|
460 | 27 | 33 | (b) | (209 | ) (b)(c) | 311 | |||||||||||||
Year Ended December 31, 2008
|
||||||||||||||||||||
Deducted from asset accounts:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
18 | 9 | | (2 | ) (a) | 25 | ||||||||||||||
Valuation allowance for deferred tax assets
|
311 | 11 | 330 | (b)(c) | | 652 | ||||||||||||||
Year Ended December 31, 2009
|
||||||||||||||||||||
Deducted from asset accounts:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
25 | 1 | | (8 | ) (a) | 18 | ||||||||||||||
Valuation allowance for deferred tax assets
|
652 | (314 | ) | (4 | ) (c) | | 334 |
(a) | Includes foreign currency translation effects and uncollected accounts written off, net of recoveries | |
(b) | Represents amount charged to goodwill as a result of purchase accounting and Accumulated other comprehensive income (loss), net | |
(c) | Includes changes to valuation allowances associated with changes in net deferred tax assets not resulting in net expense or benefit |