þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended September 30, 2007 | ||
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 | (I.R.S. Employer | |
Incorporation or
Organization)
|
Identification No.) | |
1601 West LBJ Freeway, Dallas, TX | 75234-6034 | |
(Address of Principal Executive
Offices)
|
(Zip Code) |
1
19
32
34
39
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions, except for share and per share data)
1,573
1,471
4,684
4,348
(1,236
)
(1,133
)
(3,651
)
(3,350
)
337
338
1,033
998
(133
)
(129
)
(371
)
(402
)
(18
)
(17
)
(53
)
(49
)
(18
)
(15
)
(54
)
(48
)
(12
)
(118
)
(12
)
(2
)
(3
)
(9
)
(3
)
(13
)
(4
)
147
172
424
480
24
17
65
53
(63
)
(73
)
(196
)
(217
)
(1
)
(256
)
(1
)
9
10
34
26
29
16
93
62
(15
)
9
(30
)
(2
)
131
150
134
401
(1
)
(60
)
(6
)
(128
)
130
90
128
273
(2
)
(3
)
130
88
128
270
29
38
85
3
47
4
(2
)
(11
)
(1
)
(30
)
(2
)
21
84
59
128
109
212
329
(2
)
(3
)
(7
)
(8
)
126
106
205
321
0.85
0.54
0.78
1.65
(0.01
)
0.13
0.54
0.37
0.84
0.67
1.32
2.02
0.77
0.52
0.74
1.58
(0.01
)
0.12
0.49
0.34
0.76
0.64
1.23
1.92
150,154,309
158,609,246
155,423,930
158,578,083
167,410,047
171,176,126
172,115,966
171,577,553
2
Table of Contents
3
Table of Contents
Series A
Preferred Stock
Common Stock
Accumulated
Outstanding
Outstanding
Treasury Stock
Other
Number
Number
Number
Additional
Comprehensive
Total
of
of
of
Paid-In
Retained
Income (Loss),
Shareholders
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Earnings
Net
Equity
(In $ millions, except share amounts)
9,600,000
158,562,161
337
24
(126
)
235
106,505
2
2
406
406
13
13
2
2
269
269
5
5
289
289
695
(132
)
(132
)
3
3
(26
)
(26
)
(10
)
(10
)
20
20
9,600,000
158,668,666
362
394
31
787
3,383,072
54
54
7,400
(10,838,486
)
10,838,486
(403
)
(403
)
212
212
19
19
(9
)
(9
)
(43
)
(43
)
57
57
24
24
236
3
3
(19
)
(19
)
(7
)
(7
)
9
9
14
14
9,600,000
151,220,652
10,838,486
(403
)
428
594
55
674
4
Table of Contents
Nine Months
Nine Months
Ended
Ended
September 30,
September 30,
2007
2006
(In $ millions)
212
329
17
(34
)
238
244
(59
)
91
(31
)
1
256
(2
)
17
(92
)
7
(34
)
(9
)
25
8
90
(7
)
(98
)
(94
)
(243
)
(109
)
279
444
(217
)
(171
)
(269
)
682
11
39
78
(39
)
(56
)
46
(42
)
(11
)
(46
)
(31
)
196
(222
)
18
12
2,885
25
(3,045
)
(120
)
(240
)
(403
)
51
1
(26
)
(27
)
(760
)
(109
)
25
10
(260
)
123
791
390
531
513
5
Table of Contents
1.
Description
of the Company and Basis of Presentation
6
Table of Contents
2.
Domination
Agreement
3.
Recent
Accounting Pronouncements
7
Table of Contents
4.
Acquisitions,
Ventures and Divestitures
8
Table of Contents
9
Table of Contents
10
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
(1)
2006
(In $ millions)
215
197
665
(1
)
(188
)
(151
)
(581
)
(1
)
27
46
84
29
38
85
3
47
4
(10
)
(12
)
(29
)
(2
)
(1
)
11
(2)
(1
)
(2
)
21
84
59
(1)
The nine months ended September 30, 2007 include only two
months of operations for the oxo products and derivatives
businesses as these businesses were sold on February 28,
2007.
(2)
Income tax benefit on gain from disposal of discontinued
operations of $11 million is comprised of $29 million
tax expense related to the divestiture of facilities in the
U.S., offset by $40 million tax benefit on the divestiture
of facilities and investments in Germany.
(1)
Includes the Companys 50% investment in EOXO and the 50%
interest in EOXO purchased from Degussa in February 2007.
11
Table of Contents
5.
Receivables,
net
As of
As of
September 30,
December 31,
2007
2006
(In $ millions)
966
1,017
(13
)
(16
)
953
1,001
27
85
368
390
1,348
1,476
6.
Inventories
As of
As of
September 30,
December 31,
2007
2006
(In $ millions)
434
500
24
33
117
120
575
653
12
Table of Contents
7.
Goodwill
and Intangible Assets
Advanced
Engineered
Consumer
Industrial
Acetyl
Materials
Specialties
Specialties
Intermediates
Total
(In $ millions)
256
240
52
327
875
(2
)
(4
)
1
1
(4
)
18
18
(3
)
(3
)
(42
)
(42
)
(1
)
(1
)
15
6
(1
)
(22
)
(2
)
(6
)
(6
)
11
10
2
17
40
280
270
44
281
875
(1)
Amounts have been reallocated based on the revised segments as
discussed in Note 16.
(2)
The adjustments recorded during the nine months ended
September 30, 2007 consist primarily of goodwill recorded
related to the purchase of the remaining outstanding CAG shares
during the Squeeze-Out of $5 million offset by reversals of
certain pre-acquisition tax valuation allowances of
$9 million.
(3)
See Note 15 for additional discussion of FIN 48.
(4)
The adjustments recorded during the nine months ended
September 30, 2007 consist of reversals of certain
pre-acquisition deferred tax balances.
(5)
In connection with the Companys annual goodwill impairment
test, the Company recorded an impairment of approximately
$6 million in the polyvinyl alcohol (PVOH)
reporting unit. The PVOH reporting unit is included in the
Industrial Specialties segment.
13
Table of Contents
Trademarks and
Customer Related
Developed
Covenants not to
Tradenames
Intangible Assets
Technology
Compete and Other
Total
(In $ millions)
79
523
13
12
627
2
10
12
(17
)
(17
)
3
30
33
84
546
13
12
655
(1
)
(149
)
(8
)
(6
)
(164
)
(50
)
(1
)
(2
)
(53
)
5
5
(1
)
(10
)
(11
)
(2
)
(204
)
(9
)
(8
)
(223
)
82
342
4
4
432
14
Table of Contents
8.
Debt
As of
As of
September 30,
December 31,
2007
2006
(In $ millions)
54
127
189
182
243
309
1,622
2,840
799
171
339
81
14
14
181
191
105
30
166
69
3,306
3,316
54
127
3,252
3,189
(1)
These facilities were repaid in full in conjunction with the
debt refinancing discussed below.
15
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions)
207
1
33
1
16
1
256
1
16
Table of Contents
(In $ millions)
198
64
72
66
72
45
2,978
3,495
17
Table of Contents
9.
Other
Current Liabilities and Other Liabilities
As of
As of
September 30,
December 31,
2007
2006
(In $ millions)
141
198
21
26
48
34
42
68
163
148
436
313
851
787
As of
As of
September 30,
December 31,
2007
2006
(In $ millions)
99
88
88
86
214
71
72
91
26
129
171
692
443
(1)
At December 31, 2006, the liability was primarily recorded
as a component of Income taxes payable (see Note 15).
10.
Benefit
Obligations
Pension Benefits
Postretirement Benefits
Three Months Ended
Three Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions)
11
10
50
46
5
6
(58
)
(52
)
3
4
5
6
18
Table of Contents
Pension Benefits
Postretirement Benefits
Nine Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions)
30
30
1
1
142
137
14
16
(164
)
(155
)
1
(1
)
1
(1
)
8
14
14
16
Table of Contents
11.
Shareholders
Equity
Preferred
Series A
Stock
Common Stock
Outstanding
Outstanding
Treasury Stock
(Number of shares)
9,600,000
158,668,666
3,383,072
7,400
(10,838,486
)
10,838,486
9,600,000
151,220,652
10,838,486
20
Table of Contents
12.
Commitments
and Contingencies
21
Table of Contents
22
Table of Contents
The Company agreed to indemnify Hoechst for environmental
liabilities associated with contamination arising under 19
divestiture agreements entered into by Hoechst prior to the
demerger.
The Company will indemnify Hoechst against those liabilities up
to 250 million;
Hoechst will bear those liabilities exceeding
250 million, however the Company will reimburse
Hoechst for one-third of those liabilities for amounts that
exceed 750 million in the aggregate.
23
Table of Contents
24
Table of Contents
13.
Other
(Charges) Gains, Net
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions)
(2
)
(27
)
(11
)
(4
)
(4
)
2
2
3
(74
)
(6
)
(9
)
(1
)
(4
)
(1
)
(2
)
(4
)
(12
)
(118
)
(12
)
(1)
Included in this amount is $6 million of goodwill
impairment (see Note 7).
25
Table of Contents
(In $ millions)
35
40
(1)
(29
)
3
49
(1)
Included in this amount is $27 million of employee
termination benefits, of which $15 million relates to the
Emulsions and PVOH restructuring discussed above. Also included
in this amount is $12 million of reserves recorded in
conjunction with the closure of the Little Heath, United Kingdom
production plant acquired in the APL acquisition.
14.
Stock-based
and Other Management Compensation Plans
26
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
4.7
%
4.6
%
4.8
%
5.1
%
6.7
6.9
6.8
7.3
0.40
%
0.88
%
0.42
%
0.81
%
26.9
%
30.6
%
26.8
%
31.4
%
27
Table of Contents
Weighted-
Weighted-
Average
Aggregate
Number of
Average
Remaining
Intrinsic
Options
Grant
Contractual
Value
(In millions)
Price in $
Term
(In $ millions)
12.5
16.81
7.0
113
0.6
38.09
(3.4
)
16.01
(0.7
)
18.85
9.0
18.28
5.6
187
4.4
16.23
6.8
99
28
Table of Contents
Three Months Ended
September 30, 2007
4.53 - 4.55
%
0.00 - 2.76
%
20.0 - 45.0
%
Weighted
Number of
Average
Units
Fair Value
1,180,391
21.82
(41,373
)
21.38
1,139,018
21.84
15.
Income
Taxes
29
Table of Contents
16.
Business
Segments
30
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Total
Other
Materials
Specialties
Specialties
Intermediates
Segments
Activities
Eliminations
Consolidated
(In $ millions)
258
282
314
713
1,567
6
1,573
146
146
(146
)
54
35
(9
)
145
225
(94
)
131
17
15
13
31
76
1
77
16
11
18
55
100
1
101
1,699
1,172
937
2,432
6,240
1,301
7,541
31
Table of Contents
Advanced
Engineered
Consumer
Industrial
Acetyl
Total
Other
Materials
Specialties
Specialties
Intermediates
Segments
Activities
Eliminations
Consolidated
(In $ millions)
230
213
335
688
1,466
5
1,471
184
184
(184
)
51
34
17
144
246
(96
)
150
16
9
16
23
64
2
66
7
19
15
18
59
59
1,584
1,071
903
2,768
6,326
1,569
7,895
777
832
1,015
2,058
4,682
2
4,684
474
474
(474
)
152
164
2
391
709
(575
)
134
51
39
43
81
214
4
218
31
25
46
112
214
3
217
1,699
1,172
937
2,432
6,240
1,301
7,541
691
652
972
2,017
4,332
16
4,348
503
503
(503
)
159
143
34
389
725
(324
)
401
48
29
45
78
200
5
205
18
56
30
66
170
1
171
1,584
1,071
903
2,768
6,326
1,569
7,895
17.
Transactions
and Relationships with Affiliates and Related Parties
Table of Contents
18.
Earnings
Per Share
Three Months Ended September 30, 2007
Three Months Ended September 30, 2006
Continuing
Discontinued
Continuing
Discontinued
Operations
Operations
Net Earnings
Operations
Operations
Net Earnings
(In $ millions, except for share and per share data)
130
(2
)
128
88
21
109
(2
)
(2
)
(3
)
(3
)
128
(2
)
126
85
21
106
0.85
(0.01
)
0.84
0.54
0.13
0.67
0.77
(0.01
)
0.76
0.52
0.12
0.64
150,154,309
150,154,309
150,154,309
158,609,246
158,609,246
158,609,246
4,790,700
4,790,700
4,790,700
560,172
560,172
560,172
421,740
421,740
421,740
12,043,298
12,043,298
12,043,298
12,006,708
12,006,708
12,006,708
167,410,047
167,410,047
167,410,047
171,176,126
171,176,126
171,176,126
33
Table of Contents
Nine Months Ended September 30, 2007
Nine Months Ended September 30, 2006
Continuing
Discontinued
Continuing
Discontinued
Operations
Operations
Net Earnings
Operations
Operations
Net Earnings
(In $ millions, except for share and per share data)
128
84
212
270
59
329
(7
)
(7
)
(8
)
(8
)
121
84
205
262
59
321
0.78
0.54
1.32
1.65
0.37
2.02
0.74
0.49
1.23
1.58
0.34
1.92
155,423,930
155,423,930
155,423,930
158,578,083
158,578,083
158,578,083
4,357,815
4,357,815
4,357,815
992,762
992,762
992,762
290,923
290,923
290,923
12,043,298
12,043,298
12,043,298
12,006,708
12,006,708
12,006,708
172,115,966
172,115,966
172,115,966
171,577,553
171,577,553
171,577,553
19.
Relocation
of Ticona Plant in Kelsterbach
20.
Environmental
Table of Contents
21.
Subsequent
Events
35
Table of Contents
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
36
Table of Contents
37
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
% of
September 30,
% of
September 30,
% of
September 30,
% of
2007
Net Sales
2006
Net Sales
2007
Net Sales
2006
Net Sales
(Unaudited)
(In $ millions)
1,573
100.0
%
1,471
100.0
%
4,684
100.0
%
4,348
100.0
%
337
21.4
%
338
23.0
%
1,033
22.1
%
998
23.0
%
(133
)
(8.5
)%
(129
)
(8.8
)%
(371
)
(7.9
)%
(402
)
(9.2
)%
(12
)
(0.8
)%
(118
)
(2.5
)%
(12
)
(0.3
)%
147
9.3
%
172
11.7
%
424
9.1
%
480
11.0
%
24
1.5
%
17
1.2
%
65
1.4
%
53
1.2
%
(63
)
(4.0
)%
(73
)
(5.0
)%
(196
)
(4.2
)%
(217
)
(5.0
)%
(1
)
(0.1
)%
(256
)
(5.5
)%
(1
)
(0.0
)%
29
1.8
%
16
1.1
%
93
2.0
%
62
1.4
%
131
8.3
%
150
10.2
%
134
2.9
%
401
9.2
%
130
8.3
%
88
6.0
%
128
2.7
%
270
6.2
%
(2
)
(0.1
)%
21
1.4
%
84
1.8
%
59
1.4
%
128
8.1
%
109
7.4
%
212
4.5
%
329
7.6
%
77
4.9
%
66
4.5
%
218
4.7
%
205
4.7
%
38
Table of Contents
As of
As of
September 30,
December 31,
2007
2006
(Unaudited)
(In $ millions)
243
309
3,252
3,189
3,495
3,498
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(In $ millions)
(2
)
(27
)
(11
)
(4
)
(4
)
2
2
3
(74
)
(6
)
(9
)
(1
)
(4
)
(1
)
(2
)
(4
)
(12
)
(118
)
(12
)
(1)
Included in this amount is $6 million of goodwill
impairment (see Note 7 in the unaudited interim
consolidated financial statements).
40
Table of Contents
41
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
September 30,
September 30,
Change
2007
2006
in $
2007
2006
in $
(Unaudited)
(In $ millions)
258
230
28
777
691
86
282
213
69
832
652
180
314
335
(21
)
1,015
972
43
859
872
(13
)
2,532
2,520
12
6
5
1
2
16
(14
)
(146
)
(184
)
38
(474
)
(503
)
29
1,573
1,471
102
4,684
4,348
336
(5
)
4
(9
)
(8
)
(8
)
(7
)
(7
)
(26
)
(11
)
(15
)
(2
)
(2
)
(15
)
(15
)
(3
)
(3
)
(64
)
(5
)
(59
)
(12
)
(12
)
(118
)
(12
)
(106
)
35
37
(2
)
103
116
(13
)
34
35
(1
)
130
124
6
(9
)
17
(26
)
2
35
(33
)
117
126
(9
)
340
349
(9
)
(30
)
(43
)
13
(151
)
(144
)
(7
)
147
172
(25
)
424
480
(56
)
54
51
3
152
159
(7
)
35
34
1
164
143
21
(9
)
17
(26
)
2
34
(32
)
145
144
1
391
389
2
(94
)
(96
)
2
(575
)
(324
)
(251
)
131
150
(19
)
134
401
(267
)
17
16
1
51
48
3
15
9
6
39
29
10
13
16
(3
)
43
45
(2
)
31
23
8
81
78
3
1
2
(1
)
4
5
(1
)
77
66
11
218
205
13
42
Table of Contents
Volume
Price
Currency
Other
Total
(In percentages)
9
(1
)
4
12
(3
)
5
1
25
(b)
28
1
4
(1
)
(c)
4
(10
)
7
3
(5
)
5
4
4
8
(a)
Includes the effects of the captive insurance companies.
(b)
Includes net sales from the APL acquisition.
(c)
Includes the divestiture of AT Plastics Films business.
43
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
September 30,
September 30,
Change
2007
2006
in $
2007
2006
in $
(Unaudited)
(In $ millions)
258
230
28
777
691
86
11
%
9
%
(3
)%
(1
)%
4
%
4
%
0
%
0
%
35
37
(2
)
103
116
(13
)
13.6
%
16.1
%
13.3
%
16.8
%
(5
)
4
(9
)
54
51
3
152
159
(7
)
17
16
1
51
48
3
44
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
September 30,
September 30,
Change
2007
2006
in $
2007
2006
in $
(Unaudited)
(In $ millions)
282
213
69
832
652
180
(1
)%
(3
)%
4
%
5
%
1
%
1
%
28
%
25
%
34
35
(1
)
130
124
6
12.1
%
16.4
%
15.6
%
19.0
%
(8
)
(8
)
35
34
1
164
143
21
15
9
6
39
29
10
45
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
September 30,
September 30,
Change
2007
2006
in $
2007
2006
in $
(Unaudited)
(In $ millions)
314
335
(21
)
1,015
972
43
(11
)%
0
%
3
%
1
%
4
%
4
%
(2
)%
(1
)%
(9
)
17
(26
)
2
35
(33
)
(2.9
)%
5.1
%
0.2
%
3.6
%
(7
)
(7
)
(26
)
(11
)
(15
)
(9
)
17
(26
)
2
34
(32
)
13
16
(3
)
43
45
(2
)
46
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
Change
September 30,
September 30,
Change
2007
2006
in $
2007
2006
in $
(Unaudited)
(In $ millions)
859
872
(13
)
2,532
2,520
12
(15
)%
(10
)%
11
%
7
%
3
%
3
%
0
%
0
%
117
126
(9
)
340
349
(9
)
13.6
%
14.4
%
13.4
%
13.8
%
(2
)
(2
)
(15
)
(15
)
145
144
1
391
389
2
31
23
8
81
78
3
47
Table of Contents
48
Table of Contents
49
Table of Contents
50
Table of Contents
Remaining
2008-
2010-
2012 and
Total
2007
2009
2011
Thereafter
(In $ millions)
2,840
7
57
57
2,719
1,723
61
469
447
746
657
191
79
81
306
5,220
259
605
585
3,771
(1)
For future interest expense, we assumed no change in variable
rates. See Note 8 of the unaudited interim consolidated
financial statements for the applicable interest rates.
(2)
Does not include a $2 million reduction due to purchase
accounting.
51
Table of Contents
52
Table of Contents
53
Table of Contents
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 fuel oil, natural gas, coal, electricity and
petrochemicals such as ethylene, propylene and
54
Table of Contents
butane, including changes in production quotas in OPEC countries
and the deregulation of the natural gas transmission industry in
Europe;
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 patent 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 under existing or
future environmental regulations;
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 document.
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
55
Table of Contents
Item 4.
Controls
and Procedures
56
Table of Contents
Item 1.
Legal
Proceedings
57
Table of Contents
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 to be
of Shares
Price Paid
Part of Publicly
Purchased Under the
Purchased
per Share
Announced Program
Program
3,565,100
$
40.63
3,565,100
3,565,100
3,565,100
$
(1)
On June 4, 2007, we publicly announced that our Board of
Directors had authorized us to repurchase up to
$330 million of our Series A common stock by means of
open market purchases. During July 2007, we completed purchasing
shares pursuant to this authorization (see Note 11 of the
unaudited interim consolidated financial statements for further
information).
Item 3.
Defaults
Upon Senior Securities
Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Other
Information
58
Table of Contents
Item 6.
Exhibits
Exhibit
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
Amended and Restated By-laws, effective as of February 8, 2007
(incorporated by reference to Exhibit 3.2 to the Form 10-K filed
with the SEC on February 21, 2007).
3
.3
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).
10
.1
Amended and Restated Employment Agreement, dated as of July 26,
2007 between Celanese Corporation and John J. Gallagher III
(filed herewith).
10
.2
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 (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).
59
Table of Contents
By:
Title:
Chairman of the Board of Directors and
By:
Title:
Senior Vice President and
Chief Financial Officer
60
If to the Company: | 1601 West LBJ Freeway |
If to Executive: | To the most recent address of Executive set forth in the |
CELANESE CORPORATION
|
John J. Gallagher III | |
/s/ Kevin
J. Rogan
Title: Vice President, Human Resources |
/s/ John
J. Gallagher III
|
ADVENT OXEA CAYMAN LTD.
|
OXEA DEUTSCHLAND GMBH | |
By:
/s/ Michael
J. Ristaino
|
By:
/s/ Martina
Floeel
|
|
Name: Michael Ristaino
|
Name: Martina Floeel
|
|
Title: Director
|
Title: Managing Director
|
|
OXEA CORPORATION | OXEA BISHOP, LLC | |
By:
/s/ Robert
B. Gengelbach
|
By:
/s/ Robert
B. Gengelbach
|
|
Name: Robert B. Gengelbach
|
Name: Robert B. Gengelbach
|
|
Title: President
|
Title: President
|
|
OXEA HOLDING GMBH | OXEA JAPAN KK | |
By:
/s/ Cornelius
Robertson
|
By:
/s/ Cornelius
Robertson
|
|
Name: Cornelius Robertson
|
Name: Cornelius Robertson
|
|
Title: Managing Director
|
Title: Managing Director
|
|
OXEA UK LTD. | ||
By:
/s/ Cornelius
Robertson
|
||
Name: Cornelius Robertson
|
||
Title: Managing Director
|
CELANESE LTD.
|
CELANESE CHEMICALS EUROPE GMBH | |
By: Its General Partner, Celanese International Corporation
|
||
By:
/s/ Kevin
J. Rogan
|
By:
/s/ Michael
Reap
|
|
Name: Kevin J. Rogan
|
Name: Michael Reap
|
|
Title: Assistant Secretary
|
Title: Attorney-in-Fact
|
|
TICONA POLYMERS INC. | ||
By:
/s/ Kevin
J. Rogan
|
||
Name: Kevin J. Rogan
|
||
Title: Assistant Secretary
|