þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 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) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
2
Item 1. | Financial Statements |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
As Adjusted
|
As Adjusted
|
|||||||||||||||
(Note 3) | (Note 3) | |||||||||||||||
(In $ millions, except share and per share data) | ||||||||||||||||
Net sales
|
1,517 | 1,244 | 2,905 | 2,390 | ||||||||||||
Cost of sales
|
(1,214 | ) | (996 | ) | (2,384 | ) | (1,942 | ) | ||||||||
Gross profit
|
303 | 248 | 521 | 448 | ||||||||||||
Selling, general and administrative expenses
|
(123 | ) | (114 | ) | (246 | ) | (228 | ) | ||||||||
Amortization of intangible assets
|
(15 | ) | (21 | ) | (30 | ) | (38 | ) | ||||||||
Research and development expenses
|
(18 | ) | (18 | ) | (37 | ) | (38 | ) | ||||||||
Other (charges) gains, net
|
(6 | ) | (6 | ) | (83 | ) | (27 | ) | ||||||||
Foreign exchange gain (loss), net
|
- | 1 | 2 | 3 | ||||||||||||
Gain (loss) on disposition of businesses and assets, net
|
15 | (1 | ) | 15 | (4 | ) | ||||||||||
Operating profit (loss)
|
156 | 89 | 142 | 116 | ||||||||||||
Equity in net earnings (loss) of affiliates
|
45 | 35 | 94 | 41 | ||||||||||||
Interest expense
|
(49 | ) | (54 | ) | (98 | ) | (105 | ) | ||||||||
Interest income
|
1 | 2 | 2 | 5 | ||||||||||||
Dividend income cost investments
|
72 | 53 | 72 | 56 | ||||||||||||
Other income (expense), net
|
(1 | ) | 2 | 5 | 3 | |||||||||||
Earnings (loss) from continuing operations before tax
|
224 | 127 | 217 | 116 | ||||||||||||
Income tax (provision) benefit
|
(61 | ) | (17 | ) | (41 | ) | (22 | ) | ||||||||
Earnings (loss) from continuing operations
|
163 | 110 | 176 | 94 | ||||||||||||
Earnings (loss) from operation of discontinued operations
|
(5 | ) | (1 | ) | (5 | ) | - | |||||||||
Gain (loss) on disposition of discontinued operations
|
- | - | 2 | - | ||||||||||||
Income tax (provision) benefit from discontinued operations
|
2 | - | 1 | - | ||||||||||||
Earnings (loss) from discontinued operations
|
(3 | ) | (1 | ) | (2 | ) | - | |||||||||
Net earnings (loss)
|
160 | 109 | 174 | 94 | ||||||||||||
Net (earnings) loss attributable to noncontrolling interests
|
- | - | - | - | ||||||||||||
Net earnings (loss) attributable to Celanese Corporation
|
160 | 109 | 174 | 94 | ||||||||||||
Cumulative preferred stock dividends
|
- | (2 | ) | (3 | ) | (5 | ) | |||||||||
Net earnings (loss) available to common shareholders
|
160 | 107 | 171 | 89 | ||||||||||||
Amounts attributable to Celanese Corporation
|
||||||||||||||||
Earnings (loss) from continuing operations
|
163 | 110 | 176 | 94 | ||||||||||||
Earnings (loss) from discontinued operations
|
(3 | ) | (1 | ) | (2 | ) | - | |||||||||
Net earnings (loss)
|
160 | 109 | 174 | 94 | ||||||||||||
Earnings (loss) per common share basic
|
||||||||||||||||
Continuing operations
|
1.04 | 0.75 | 1.13 | 0.62 | ||||||||||||
Discontinued operations
|
(0.02 | ) | (0.01 | ) | (0.01 | ) | - | |||||||||
Net earnings (loss) basic
|
1.02 | 0.74 | 1.12 | 0.62 | ||||||||||||
Earnings (loss) per common share diluted
|
||||||||||||||||
Continuing operations
|
1.03 | 0.70 | 1.11 | 0.60 | ||||||||||||
Discontinued operations
|
(0.02 | ) | (0.01 | ) | (0.01 | ) | - | |||||||||
Net earnings (loss) diluted
|
1.01 | 0.69 | 1.10 | 0.60 | ||||||||||||
Weighted average shares basic
|
156,326,226 | 143,528,126 | 153,315,950 | 143,517,588 | ||||||||||||
Weighted average shares diluted
|
158,405,119 | 157,077,970 | 158,674,073 | 156,355,049 |
3
As of
|
As of
|
|||||||
June 30,
|
December 31,
|
|||||||
2010 | 2009 | |||||||
As Adjusted
|
||||||||
(Note 3) | ||||||||
(In $ millions, except share data) | ||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
1,081 | 1,254 | ||||||
Trade receivables third party and affiliates (net of
allowance for doubtful accounts 2010: $17;
2009: $18)
|
862 | 721 | ||||||
Non-trade receivables
|
244 | 262 | ||||||
Inventories
|
522 | 522 | ||||||
Deferred income taxes
|
41 | 42 | ||||||
Marketable securities, at fair value
|
2 | 3 | ||||||
Assets held for sale
|
- | 2 | ||||||
Other assets
|
70 | 50 | ||||||
Total current assets
|
2,822 | 2,856 | ||||||
Investments in affiliates
|
769 | 792 | ||||||
Property, plant and equipment (net of accumulated depreciation
2010: $1,111; 2009: $1,130)
|
2,676 | 2,797 | ||||||
Deferred income taxes
|
485 | 484 | ||||||
Marketable securities, at fair value
|
75 | 80 | ||||||
Other assets
|
273 | 311 | ||||||
Goodwill
|
736 | 798 | ||||||
Intangible assets, net
|
269 | 294 | ||||||
Total assets
|
8,105 | 8,412 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
Current liabilities
|
||||||||
Short-term borrowings and current installments of long-term debt
third party and affiliates
|
265 | 242 | ||||||
Trade payables third party and affiliates
|
607 | 649 | ||||||
Other liabilities
|
532 | 611 | ||||||
Deferred income taxes
|
30 | 33 | ||||||
Income taxes payable
|
76 | 72 | ||||||
Total current liabilities
|
1,510 | 1,607 | ||||||
Long-term debt
|
3,162 | 3,259 | ||||||
Deferred income taxes
|
121 | 137 | ||||||
Uncertain tax positions
|
224 | 229 | ||||||
Benefit obligations
|
1,260 | 1,288 | ||||||
Other liabilities
|
1,139 | 1,306 | ||||||
Commitments and contingencies
|
||||||||
Shareholders equity
|
||||||||
Preferred stock, $0.01 par value, 100,000,000 shares
authorized (2010: 0 issued and outstanding; 2009: 9,600,000
issued and outstanding)
|
- | - | ||||||
Series A common stock, $0.0001 par value,
400,000,000 shares authorized (2010: 177,352,475 issued and
156,072,197 outstanding; 2009: 164,995,755 issued and
144,394,069 outstanding)
|
- | - | ||||||
Series B common stock, $0.0001 par value,
100,000,000 shares authorized (2010 and 2009: 0 issued and
outstanding)
|
- | - | ||||||
Treasury stock, at cost (2010: 21,280,278; 2009: 20,601,686)
|
(801 | ) | (781 | ) | ||||
Additional paid-in capital
|
535 | 522 | ||||||
Retained earnings
|
1,664 | 1,505 | ||||||
Accumulated other comprehensive income (loss), net
|
(709 | ) | (660 | ) | ||||
Total Celanese Corporation shareholders equity
|
689 | 586 | ||||||
Noncontrolling interests
|
- | - | ||||||
Total shareholders equity
|
689 | 586 | ||||||
Total liabilities and shareholders equity
|
8,105 | 8,412 | ||||||
4
Six Months Ended
|
||||||||
June 30, 2010 | ||||||||
Shares | Amount | |||||||
As Adjusted
|
||||||||
(Note 3) | ||||||||
(In $ millions, except share data) | ||||||||
Preferred stock
|
||||||||
Balance as of the beginning of the period
|
9,600,000 | - | ||||||
Redemption of preferred stock
|
(9,600,000 | ) | - | |||||
Balance as of the end of the period
|
- | - | ||||||
Series A common stock
|
||||||||
Balance as of the beginning of the period
|
144,394,069 | - | ||||||
Stock option exercises
|
213,568 | - | ||||||
Conversion of preferred stock
|
12,084,942 | - | ||||||
Redemption of preferred stock
|
7,437 | - | ||||||
Purchases of treasury stock
|
(678,592 | ) | - | |||||
Stock awards
|
50,773 | - | ||||||
Balance as of the end of the period
|
156,072,197 | - | ||||||
Treasury stock
|
||||||||
Balance as of the beginning of the period
|
20,601,686 | (781 | ) | |||||
Purchases of treasury stock, including related fees
|
678,592 | (20 | ) | |||||
Balance as of the end of the period
|
21,280,278 | (801 | ) | |||||
Additional paid-in capital
|
||||||||
Balance as of the beginning of the period
|
522 | |||||||
Stock-based compensation, net of tax
|
10 | |||||||
Stock option exercises, net of tax
|
3 | |||||||
Balance as of the end of the period
|
535 | |||||||
Retained earnings
|
||||||||
Balance as of the beginning of the period
|
1,505 | |||||||
Net earnings (loss) attributable to Celanese Corporation
|
174 | |||||||
Series A common stock dividends
|
(12 | ) | ||||||
Preferred stock dividends
|
(3 | ) | ||||||
Balance as of the end of the period
|
1,664 | |||||||
Accumulated other comprehensive income (loss), net
|
||||||||
Balance as of the beginning of the period
|
(660 | ) | ||||||
Unrealized gain (loss) on securities
|
1 | |||||||
Foreign currency translation
|
(59 | ) | ||||||
Unrealized gain (loss) on interest rate swaps
|
3 | |||||||
Pension and postretirement benefits
|
6 | |||||||
Balance as of the end of the period
|
(709 | ) | ||||||
Total Celanese Corporation shareholders equity
|
689 | |||||||
Noncontrolling interests
|
||||||||
Balance as of the beginning of the period
|
- | |||||||
Net earnings (loss) attributable to noncontrolling interests
|
- | |||||||
Balance as of the end of the period
|
- | |||||||
Total shareholders equity
|
689 | |||||||
Comprehensive income (loss)
|
||||||||
Net earnings (loss)
|
174 | |||||||
Other comprehensive income (loss), net of tax
|
||||||||
Unrealized gain (loss) on securities
|
1 | |||||||
Foreign currency translation
|
(59 | ) | ||||||
Unrealized gain (loss) on interest rate swaps
|
3 | |||||||
Pension and postretirement benefits
|
6 | |||||||
Total comprehensive income (loss), net of tax
|
125 | |||||||
Comprehensive (income) loss attributable to noncontrolling
interests
|
- | |||||||
Comprehensive income (loss) attributable to Celanese Corporation
|
125 | |||||||
5
Six Months Ended
|
||||||||
June 30, | ||||||||
2010 | 2009 | |||||||
As Adjusted
|
||||||||
(Note 3) | ||||||||
(In $ millions) | ||||||||
Operating activities
|
||||||||
Net earnings (loss)
|
174 | 94 | ||||||
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities
|
||||||||
Other charges (gains), net of amounts used
|
35 | (6 | ) | |||||
Depreciation, amortization and accretion
|
159 | 156 | ||||||
Deferred income taxes, net
|
(10 | ) | 3 | |||||
(Gain) loss on disposition of businesses and assets, net
|
(15 | ) | 3 | |||||
Other, net
|
30 | 2 | ||||||
Operating cash provided by (used in) discontinued operations
|
2 | 1 | ||||||
Changes in operating assets and liabilities
|
||||||||
Trade receivables third party and affiliates, net
|
(150 | ) | (70 | ) | ||||
Inventories
|
(32 | ) | 75 | |||||
Other assets
|
24 | 55 | ||||||
Trade payables third party and affiliates
|
28 | 35 | ||||||
Other liabilities
|
(26 | ) | (49 | ) | ||||
Net cash provided by (used in) operating activities
|
219 | 299 | ||||||
Investing activities
|
||||||||
Capital expenditures on property, plant and equipment
|
(78 | ) | (96 | ) | ||||
Acquisitions, net of cash acquired
|
(46 | ) | - | |||||
Proceeds from sale of businesses and assets, net
|
20 | (1 | ) | |||||
Deferred proceeds on Ticona Kelsterbach plant relocation
|
- | 412 | ||||||
Capital expenditures related to Ticona Kelsterbach plant
relocation
|
(151 | ) | (147 | ) | ||||
Proceeds from sale of marketable securities
|
- | 15 | ||||||
Other, net
|
(20 | ) | - | |||||
Net cash provided by (used in) investing activities
|
(275 | ) | 183 | |||||
Financing activities
|
||||||||
Short-term borrowings (repayments), net
|
(9 | ) | 6 | |||||
Repayments of long-term debt
|
(38 | ) | (46 | ) | ||||
Refinancing costs
|
- | (3 | ) | |||||
Purchases of treasury stock, including related fees
|
(20 | ) | - | |||||
Stock option exercises
|
4 | 1 | ||||||
Series A common stock dividends
|
(12 | ) | (12 | ) | ||||
Preferred stock dividends
|
(3 | ) | (5 | ) | ||||
Net cash provided by (used in) financing activities
|
(78 | ) | (59 | ) | ||||
Exchange rate effects on cash and cash equivalents
|
(39 | ) | 46 | |||||
Net increase (decrease) in cash and cash equivalents
|
(173 | ) | 469 | |||||
Cash and cash equivalents at beginning of period
|
1,254 | 676 | ||||||
Cash and cash equivalents at end of period
|
1,081 | 1,145 | ||||||
6
23
32
1.
Description
of the Company and Basis of Presentation
7
Table of Contents
2.
Recent
Accounting Pronouncements
3.
Acquisitions,
Dispositions, Ventures and Plant Closures
8
Table of Contents
Weighted
Average Life
(In years)
(In $ millions)
46
indefinite
9
10
7
3
11
10
6
13
46
9
Table of Contents
Three Months Ended June 30, 2009
Six Months Ended June 30, 2009
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)
27
35
8
25
41
16
56
53
(3
)
62
56
(6
)
operations before tax
122
127
5
106
116
10
105
110
5
84
94
10
104
109
5
84
94
10
Celanese Corporation
104
109
5
84
94
10
102
107
5
79
89
10
0.72
0.75
0.03
0.55
0.62
0.07
(0.01
)
(0.01
)
-
-
-
-
0.71
0.74
0.03
0.55
0.62
0.07
Earnings (loss) per common share diluted
0.67
0.70
0.03
0.54
0.60
0.06
(0.01
)
(0.01
)
-
-
-
-
0.66
0.69
0.03
0.54
0.60
0.06
As of December 31, 2009
As Adjusted for
As 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
Six Months Ended June 30, 2009
As
As Adjusted for
Originally
Retrospective
Effect of
Reported
Application
Change
(In $ millions)
84
94
10
12
2
(10
)
10
Table of Contents
Three Months
Six Months
Ended
Ended
June 30, 2010
June 30, 2010
(In $ millions)
(1
)
(2
)
-
(1
)
-
(3
)
-
(3
)
(1
)
(9
)
2
-
-
(4
)
(2
)
(5
)
-
(9
)
4.
Marketable
Securities, at Fair Value
11
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
(In $ millions)
-
-
-
15
1
2
1
3
-
-
-
-
1
2
1
3
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gain
Loss
Value
(In $ millions)
25
5
-
30
1
-
-
1
26
5
-
31
52
-
(7
)
45
1
-
-
1
79
5
(7
)
77
26
2
-
28
1
-
-
1
27
2
-
29
55
-
(3
)
52
2
-
-
2
84
2
(3
)
83
12
Table of Contents
Amortized
Fair
Cost
Value
(In $ millions)
2
2
-
-
-
-
25
30
27
32
5.
Inventories
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
381
367
27
28
114
127
522
522
6.
Goodwill
and Intangible Assets, Net
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(In $ millions)
263
257
35
243
798
-
-
-
-
-
263
257
35
243
798
13
-
-
-
13
34
-
-
(34
)
-
(22
)
(17
)
(2
)
(34
)
(75
)
288
240
33
175
736
-
-
-
-
-
288
240
33
175
736
13
Table of Contents
Customer-
Covenants
Trademarks
Related
Not to
and Trade
Intangible
Developed
Compete
Names
Licenses
Assets
Technology
and Other
Total
(In $ millions)
83
29
552
13
12
689
9
-
6
7
11
33
(8
)
-
(65
)
-
(1
)
(74
)
84
29
493
20
22
648
(5
)
(6
)
(362
)
(11
)
(11
)
(395
)
-
(2
)
(27
)
-
(1
)
(30
)
-
-
45
1
-
46
(5
)
(8
)
(344
)
(10
)
(12
)
(379
)
79
21
149
10
10
269
(In $ millions)
63
47
29
18
8
7.
Current
Other Liabilities
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
92
100
15
13
53
99
29
37
11
22
67
75
49
49
18
20
13
15
5
5
180
176
532
611
14
Table of Contents
8.
Noncurrent
Other Liabilities
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
82
93
88
85
43
49
725
846
56
45
35
44
34
61
76
83
1,139
1,306
9.
Debt
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
103
102
162
140
265
242
2,688
2,785
181
181
260
242
136
153
3,265
3,361
103
102
3,162
3,259
15
Table of Contents
First Lien Senior Secured Leverage Ratios
Estimate, If Fully
Borrowing
Maximum
Estimate
Drawn
Capacity
(In $ millions)
4.25 to 1.00
2.7 to 1.00
3.34 to 1.00
600
4.25 to 1.00
3.90 to 1.00
16
Table of Contents
10.
Benefit
Obligations
Postretirement
Postretirement
Pension Benefits
Benefits
Pension Benefits
Benefits
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
2010
2009
2010
2009
(In $ millions)
8
7
1
1
16
14
1
1
48
48
3
4
96
95
7
8
(50
)
(52
)
-
-
(100
)
(102
)
-
-
2
1
(1
)
(2
)
4
1
(2
)
(3
)
(1
)
1
-
-
(3
)
1
-
-
7
5
3
3
13
9
6
6
11.
Environmental
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
15
13
82
93
97
106
17
Table of Contents
As of
As of
June 30,
December 31,
2010
2009
(In $ millions)
29
32
30
32
11
10
27
32
97
106
12.
Shareholders
Equity
18
Table of Contents
Six Months Ended
Total From
June 30,
Inception Through
2010
2009
June 30, 2010
678,592
-
10,441,792
$
29.47
$
-
$
38.09
$
20
$
-
$
398
Three Months Ended
Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
(In $ millions)
(19
)
101
(44
)
(10
)
(3
)
1
(5
)
1
(22
)
102
(49
)
(9
)
13.
Other
(Charges) Gains, Net
Three Months Ended
Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
(In $ millions)
(4
)
(5
)
(9
)
(29
)
(4
)
(3
)
(10
)
(6
)
2
2
14
3
-
-
-
6
-
-
(72
)
(1
)
-
-
(6
)
-
(6
)
(6
)
(83
)
(27
)
19
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Other
Total
(In $ millions)
7
4
3
60
7
81
2
2
-
-
2
6
(3
)
(3
)
(2
)
(19
)
(2
)
(29
)
-
-
-
-
(1
)
(1
)
(1
)
-
-
(7
)
(1
)
(9
)
5
3
1
34
5
48
Plant/Office Closures
-
-
-
17
1
18
-
-
-
6
-
6
-
-
-
(17
)
-
(17
)
-
-
-
(2
)
-
(2
)
-
-
-
4
1
5
5
3
1
38
6
53
20
Table of Contents
14.
Income
Taxes
(In $ millions)
-
2
3
4
23
32
15.
Derivative
Financial Instruments
21
Table of Contents
As of
As of
June 30,
December 31,
2010
2009
(In millions)
$
1,500
$
1,600
150
150
$
900
$
1,500
Three Months Ended
Six Months Ended
June 30, 2010
June 30, 2010
Gain (Loss)
Gain (Loss)
Recognized in Other
Gain (Loss)
Recognized in Other
Gain (Loss)
Comprehensive
Recognized in
Comprehensive
Recognized in
Income
Income
Income
Income
(In $ millions)
(7
)
(2)
(17
)
(1)
(23
)
(3)
(35
)
(1)
-
13
-
38
(7
)
(4
)
(23
)
3
(1)
Amount represents reclassification from Accumulated other
comprehensive income and is classified as Interest expense in
the unaudited interim consolidated statements of operations.
(2)
Amount excludes $3 million of losses associated with the
Companys equity method investments derivative
activity and $1 million of tax expense.
(3)
Amount excludes $5 million of losses associated with the
Companys equity method investments derivative
activity and $4 million of tax expense.
22
Table of Contents
Three Months Ended
Six Months Ended
June 30, 2009
June 30, 2009
Gain (Loss)
Gain (Loss)
Recognized in Other
Gain (Loss)
Recognized in Other
Gain (Loss)
Comprehensive
Recognized in
Comprehensive
Recognized in
Income
Income
Income
Income
(In $ millions)
2
(15
)
(1)
(13
)
(27
)
(1)
(1
)
-
-
-
-
(6
)
-
(15
)
1
(21
)
(13
)
(42
)
(1)
Amount represents reclassification from Accumulated other
comprehensive income and is classified as Interest expense in
the unaudited interim consolidated statements of operations.
16.
Fair
Value Measurements
Level 1
unadjusted quoted prices for identical assets or liabilities in
active markets accessible by the Company
Level 2
inputs that are observable in the marketplace other than those
inputs classified as Level 1
Level 3
inputs that are unobservable in the marketplace and significant
to the valuation
Table of Contents
Fair Value Measurement Using
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(Level 1)
(Level 2)
Total
(In $ millions)
-
30
30
-
1
1
-
31
31
45
-
45
-
1
1
-
3
3
(1)
45
35
80
-
(63
)
(63
)
(2)
-
(35
)
(35
)
(3)
-
(4
)
(4
)
(2)
-
(102
)
(102
)
-
28
28
-
1
1
-
29
29
52
-
52
-
2
2
-
12
12
(1)
52
43
95
-
(68
)
(68
)
(2)
-
(44
)
(44
)
(3)
-
(7
)
(7
)
(2)
-
(119
)
(119
)
(1)
Included in current Other assets in the unaudited consolidated
balance sheets.
(2)
Included in current Other liabilities in the unaudited
consolidated balance sheets.
(3)
Included in noncurrent Other liabilities in the unaudited
consolidated balance sheets.
24
Table of Contents
17.
Commitments
and Contingencies
25
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
(In $ millions)
2
1
13
2
-
1
1
1
2
2
14
3
26
Table of Contents
27
Table of Contents
Asbestos Cases
526
2
22
(43
)
507
28
Table of Contents
29
Table of Contents
18.
Business
Segments
30
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(In $ millions)
282
291
(1)
269
782
(1)
1
(108
)
1,517
(3
)
(1
)
-
(1
)
(1
)
-
(6
)
39
1
-
1
4
-
45
79
137
16
70
(78
)
-
224
18
9
10
24
3
-
64
8
9
13
9
1
-
40
184
280
267
622
(1)
1
(110
)
1,244
(4
)
(3
)
(1
)
-
2
-
(6
)
31
-
-
1
3
-
35
31
119
19
41
(83
)
-
127
19
12
14
32
2
-
79
6
10
16
9
1
-
42
(1)
Includes $108 million and $110 million of intersegment
sales eliminated in consolidation for the three months ended
June 30, 2010 and 2009, respectively.
(2)
Excludes expenditures related to the relocation of the
Companys Ticona plant in Kelsterbach
(Note 20) and includes increase of accrued capital
expenditures of $6 million and $2 million for the
three months ended June 30, 2010 and 2009, respectively.
31
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Other
Materials
Specialties
Specialties
Intermediates
Activities
Eliminations
Consolidated
(In $ millions)
564
529
(1)
511
1,506
(1)
1
(206
)
2,905
2
(74
)
-
(8
)
(3
)
-
(83
)
83
1
-
2
8
-
94
171
107
28
71
(160
)
-
217
38
(3)
20
20
69
(3)
6
-
153
13
15
18
14
3
-
63
420
275
54
256
-
-
1,005
2,380
1,051
765
1,951
1,958
-
8,105
349
546
509
1,194
(1)
1
(209
)
2,390
(13
)
(3
)
(3
)
(1
)
(7
)
-
(27
)
31
1
-
3
6
-
41
13
188
29
53
(167
)
-
116
36
24
27
59
4
-
150
10
18
26
17
1
-
72
385
299
62
346
-
-
1,092
2,268
1,083
740
1,984
2,337
-
8,412
(1)
Includes $206 million and $209 million of intersegment
sales eliminated in consolidation for the six months ended
June 30, 2010 and 2009, respectively.
(2)
Excludes expenditures related to the relocation of the
Companys Ticona plant in Kelsterbach
(Note 20) and includes decrease of accrued capital
expenditures of $15 million and $24 million for the
six months ended June 30, 2010 and 2009, respectively.
(3)
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 17).
Table of Contents
19.
Earnings
(Loss) Per Share
Three Months Ended June 30,
2010
2009
Basic
Diluted
Basic
Diluted
As Adjusted
(Note 3)
(In $ millions, except share and per share data)
163
163
110
110
(3
)
(3
)
(1
)
(1
)
160
160
109
109
-
-
(2
)
-
160
160
107
109
156,326,226
156,326,226
143,528,126
143,528,126
1,787,983
1,020,493
290,910
445,014
-
12,084,337
158,405,119
157,077,970
1.04
1.03
0.75
0.70
(0.02
)
(0.02
)
(0.01
)
(0.01
)
1.02
1.01
0.74
0.69
Six Months Ended June 30,
2010
2009
Basic
Diluted
Basic
Diluted
As Adjusted
(Note 3)
(In $ millions, except share and per share data)
176
176
94
94
(2
)
(2
)
-
-
174
174
94
94
(3
)
-
(5
)
-
171
174
89
94
153,315,950
153,315,950
143,517,588
143,517,588
1,854,552
510,246
369,966
242,878
3,133,605
12,084,337
158,674,073
156,355,049
1.13
1.11
0.62
0.60
(0.01
)
(0.01
)
-
-
1.12
1.10
0.62
0.60
33
Table of Contents
Three Months
Six Months
Ended June 30,
Ended June 30,
2010
2009
2010
2009
582,500
1,583,113
596,875
4,262,531
-
88,250
-
358,127
-
-
-
-
582,500
1,671,363
596,875
4,620,658
20.
Ticona
Kelsterbach Plant Relocation
Six Months Ended
Total From
June 30,
Inception Through
2010
2009
June 30, 2010
(In $ millions)
-
412
749
10
6
43
131
162
747
(1)
Includes decrease in accrued
capital expenditures of $20 million and increase in accrued
capital expenditures of $17 million for the six months
ended June 30, 2010 and 2009, respectively.
21.
Subsequent
Events
34
Table of Contents
Item 2.
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, 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, fuel oil
and electricity;
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 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;
compliance 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 relates 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
various other factors, both referenced and not referenced in
this Quarterly Report.
35
Table of Contents
36
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
% of
% of
% of
% of
2010
Net Sales
2009
Net Sales
2010
Net Sales
2009
Net Sales
(As Adjusted)
(As Adjusted)
(unaudited)
(In $ millions, except percentages)
1,517
100.0
1,244
100.0
2,905
100.0
2,390
100.0
303
20.0
248
19.9
521
17.9
448
18.7
(123
)
(8.1
)
(114
)
(9.2
)
(246
)
(8.5
)
(228
)
(9.5
)
(6
)
(0.4
)
(6
)
(0.5
)
(83
)
(2.9
)
(27
)
(1.1
)
156
10.3
89
7.2
142
4.9
116
4.9
45
3.0
35
2.8
94
3.2
41
1.7
(49
)
(3.2
)
(54
)
(4.3
)
(98
)
(3.4
)
(105
)
(4.4
)
72
4.7
53
4.3
72
2.5
56
2.3
224
14.8
127
10.2
217
7.5
116
4.9
163
10.7
110
8.9
176
6.0
94
3.9
(3
)
(0.2
)
(1
)
(0.1
)
(2
)
160
10.5
109
8.8
174
6.0
94
3.9
64
4.2
79
6.4
153
5.3
150
6.3
As of
As of
June 30,
December 31,
2010
2009
(unaudited)
(In $ millions)
265
242
3,162
3,259
3,427
3,501
37
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
2010
2009
2010
2009
(unaudited)
(In $ millions)
(4
)
(5
)
(9
)
(29
)
(4
)
(3
)
(10
)
(6
)
2
2
14
3
-
-
-
6
-
-
(72
)
(1
)
-
-
(6
)
-
(6
)
(6
)
(83
)
(27
)
38
Table of Contents
39
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2010
2009
in $
2010
2009
in $
(As Adjusted)
(As Adjusted)
(unaudited)
(In $ millions)
282
184
98
564
349
215
291
280
11
529
546
(17
)
269
267
2
511
509
2
782
622
160
1,506
1,194
312
1
1
-
1
1
-
(108
)
(110
)
2
(206
)
(209
)
3
1,517
1,244
273
2,905
2,390
515
(3
)
(4
)
1
2
(13
)
15
(1
)
(3
)
2
(74
)
(3
)
(71
)
-
(1
)
1
-
(3
)
3
(1
)
-
(1
)
(8
)
(1
)
(7
)
(1
)
2
(3
)
(3
)
(7
)
4
(6
)
(6
)
-
(83
)
(27
)
(56
)
40
1
39
88
(17
)
105
64
66
(2
)
34
132
(98
)
16
19
(3
)
28
29
(1
)
68
39
29
68
50
18
(32
)
(36
)
4
(76
)
(78
)
2
156
89
67
142
116
26
79
31
48
171
13
158
137
119
18
107
188
(81
)
16
19
(3
)
28
29
(1
)
70
41
29
71
53
18
(78
)
(83
)
5
(160
)
(167
)
7
224
127
97
217
116
101
18
19
(1
)
38
36
2
9
12
(3
)
20
24
(4
)
10
14
(4
)
20
27
(7
)
24
32
(8
)
69
59
10
3
2
1
6
4
2
64
79
(15
)
153
150
3
40
Table of Contents
Volume
Price
Currency
Other
(1)
Total
(unaudited)
(In percentages)
52
2
(5
)
4
(2)
53
6
(1
)
(1
)
-
4
13
9
(3
)
(18
)
(3)
1
14
15
(3
)
-
26
19
9
(3
)
(3
)
22
61
(4
)
-
5
(2)
62
(3
)
-
-
-
(3
)
14
3
-
(17
)
(3)
-
14
12
-
-
26
19
6
-
(3
)
22
(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 acquisition.
(3)
2010 does not include the effects
of the PVOH business, which was sold on July 1, 2009.
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2010
2009
in $
2010
2009
in $
(As Adjusted)
(As Adjusted)
(unaudited)
(In $ millions, except percentages)
282
184
98
564
349
215
52
%
61
%
2
%
(4
)
%
(5
)
%
-
%
4
%
5
%
(3
)
(4
)
1
2
(13
)
15
40
1
39
88
(17
)
105
14.2
%
0.5
%
15.6
%
(4.9
)
%
79
31
48
171
13
158
18
19
(1
)
38
36
2
41
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2010
2009
in $
2010
2009
in $
(unaudited)
(In $ millions, except percentages)
291
280
11
529
546
(17
)
6
%
(3
)
%
(1
)
%
-
%
(1
)
%
-
%
-
%
-
%
(1
)
(3
)
2
(74
)
(3
)
(71
)
64
66
(2
)
34
132
(98
)
22.0
%
23.6
%
6.4
%
24.2
%
137
119
18
107
188
(81
)
9
12
(3
)
20
24
(4
)
42
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2010
2009
in $
2010
2009
in $
(unaudited)
(In $ millions, except percentages)
269
267
2
511
509
2
13
%
14
%
9
%
3
%
(3
)
%
-
%
(18
)
%
(17
)
%
-
(1
)
1
-
(3
)
3
16
19
(3
)
28
29
(1
)
5.9
%
7.1
%
5.5
%
5.7
%
16
19
(3
)
28
29
(1
)
10
14
(4
)
20
27
(7
)
43
Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
Change
Change
2010
2009
in $
2010
2009
in $
(As Adjusted)
(As Adjusted)
(unaudited)
(In $ millions, except percentages)
782
622
160
1,506
1,194
312
14
%
14
%
15
%
12
%
(3
)
%
-
%
-
%
-
%
(1
)
-
(1
)
(8
)
(1
)
(7
)
68
39
29
68
50
18
8.7
%
6.3
%
4.5
%
4.2
%
70
41
29
71
53
18
24
32
(8
)
69
59
10
44
Table of Contents
45
Table of Contents
Six Months Ended
Total From
June 30,
Inception Through
2010
2009
June 30, 2010
(unaudited)
678,592
-
10,441,792
$
29.47
-
$
38.09
$
20
-
$
398
46
Table of Contents
First Lien Senior Secured Leverage Ratios
Estimate, If Fully
Maximum
Estimate
Drawn
Borrowing Capacity
(unaudited)
(In $ millions)
4.25 to 1.00
2.7 to 1.00
3.34 to 1.00
600
4.25 to 1.00
3.90 to 1.00
47
Table of Contents
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
Item 4.
Controls
and Procedures
48
Table of Contents
Item 1.
Legal
Proceedings
Item 1A.
Risk
Factors
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
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
(unaudited)
83,581
(1)
$
32.91
79,172
$
119,700,000
599,420
$
29.03
599,420
$
102,300,000
-
$
-
-
$
102,300,000
(1)
4,409 shares relate 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.
Item 3.
Defaults
Upon Senior Securities
Item 4.
[Removed
and Reserved]
Item 5.
Other
Information
49
Table of Contents
Item 6.
Exhibits
Exhibit
Number
Description
3
.1
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).
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).
10
.1
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
.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
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
.4
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
.5
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
.6
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
.7
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 (filed herewith).
10
.8
Form of Time-Vesting Restricted Stock Unit Award Agreement (for
non-employee directors) between Celanese Corporation and award
recipient (filed herewith).
31
.1
Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith.).
31
.2
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.1
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
32
.2
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
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
*
Certain portions of these documents have been omitted based on a
request for confidential treatment submitted by the Company to
the SEC. The omitted information has been separately filed with
the SEC. The redacted portions of these documents are indicated
by
** Confidential Treatment Requested**
.
50
Table of Contents
By:
By:
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EXECUTIVE:
|
Celanese Corporation: | |
By:
<<NAME>>
Employee ID: <<Personel Number>> |
By:
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Date:
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Date: |
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1. | Last Day of Employment (Separation Date) . The last day of employment with the Company is [Insert Date] (the Separation Date). |
2. | Consideration . In consideration for signing this Release and compliance with the promises made herein, Company and Executive agree: |
3. | No Consideration Absent Execution of this Agreement . Executive understands and agrees that he/she would not receive the consideration specified in Paragraph 2 above, unless the Executive signs this Agreement and General Release on the signature page without having revoked this Release pursuant to paragraph 14 below and the fulfillment of the promises contained herein. |
4. | General Release of Claims . Executive knowingly and voluntarily releases and forever discharges the Company and its Affiliates, together with its predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively, the Released Parties), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have as of the date of execution of this Release to the full extent permitted by law, in all countries and jurisdictions in which the Released Parties conduct their respective business, including but not limited to the United States of America. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that the terms and conditions of any Long-Term Incentive Awards shall continue to be governed by the applicable Long-Term Incentive Award Agreements and shall not be affected by this Release. |
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5. | Executive acknowledges and agrees that he/she has been paid all amounts owed to Executive as compensation, whether in the form of salary, bonus, equity compensation, benefits or otherwise. The release in Section 4 of this Release includes, but is not limited to, any alleged violation of the following, as may be amended or in effect: |
| Title VII of the Civil Rights Act of 1964; | |
| The Civil Rights Act of 1991; | |
| Sections 1981 through 1988 of Title 42 of the United States Code; | |
| The Employee Retirement Income Security Act of 1974; | |
| The Immigration Reform and Control Act; | |
| The Family and Medical Leave Act; | |
| The Americans with Disabilities Act of 1990; | |
| The Age Discrimination in Employment Act of 1967; | |
| The Workers Adjustment and Retraining Notification Act; | |
| The Occupational Safety and Health Act; | |
| The Sarbanes-Oxley Act of 2002; | |
| The Texas Commission on Human Rights Act; | |
| The Texas Minimum Wage Law; | |
| Equal Pay Law for Texas; and | |
| The Vocational Rehabilitation Act. |
6. | Affirmations . Executive affirms that he/she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Released Parties in any forum or form, provided that this Release shall not affect the rights or responsibilities of the Equal Employment Opportunity Commission, or any other federal, state, or local authority with similar responsibilities (collectively, the Commission) to enforce any |
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employment discrimination law, and that this Release shall not shall affect the right of Executive to file a charge of discrimination with the Commission or participate in any investigation. However, Executive waives any right to participate in any payment or benefit arising from any such charge, claim, or investigation. |
7. | Governing Law and Interpretation . This Release 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 Executive or Company breaches any provision of this Release, Executive and Company affirm that either may institute an action to specifically enforce any term or terms of this Release. Should any provision of this Release 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 Release in full force and effect. |
8. | Non-admission of Wrongdoing . The parties agree that neither this Release nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Company of any liability or unlawful conduct of any kind. |
9. | Neutral Reference. If contacted by another organization, the Company will only provide dates of employment and position. |
10. | Non - Disparagement. Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers and managers. Likewise the Companys senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, his reputation and/or his business. |
11. | Future Cooperation after Separation Date. After separation, Executive agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after separation 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 Executive for reasonable time and expenses in connection with any future cooperation after the separation date. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the Executive within thirty (30) days of remittance by Executive to the Company of such time and expenses incurred, but in no event later than the end of the Executives tax year following the tax year in which the Executive incurs such time and expenses and such reimbursement obligation shall remain in effect for five years and the amount of expenses eligible for reimbursement hereunder during Executives tax year will not affect the expenses eligible for reimbursement in any other tax year. Notwithstanding the preceding sentence, if Executive is a Specified Employee on the Executives Termination Date, the reimbursement shall not be made until after six (6) months and one day following Executives Termination Date. |
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12. | Injunctive Relief. Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by him/her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he/she agrees that in the event of a breach, or threatened breach by him/her of this Agreement the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity. |
13. | Review Period . Executive is hereby advised he/she has until [Insert Date], twenty-one (21) calendar days, to review this Release and to consult with an attorney prior to execution of this Release. Executive agrees that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original twenty-one (21) calendar day consideration period. |
14. | Revocation Period and Effective Date . In the event that Executive elects to sign and return to the Company a copy of this Agreement, he/she has a period of seven (7) days (the Revocation Period) following the date of such execution to revoke this Release, 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 Executive signs this Release at which time the Revocation Period shall expire. |
15. | Amendment . This Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Release. |
16. | Entire Agreement . This Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to the Executive. Executive acknowledges that he/she has not relied on any representations, promises, or agreements of any kind made to him/her in connection with his/her decision to accept this Release, except for those set forth in this Release. |
17. | HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN SECTION 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST COMPANY. |
EXECUTIVE:
|
Celanese Corporation: | |
By:
|
By: | |
Date:
|
Date: |
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