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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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||
OR
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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98-0420726
(I.R.S. Employer Identification No.)
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222 West Las Colinas Blvd., Suite 900N
Irving TX
(Address of Principal Executive Offices)
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75039-5421
(Zip Code)
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Name of Each Exchange
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Title of Each Class
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|
on Which Registered
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Series A Common Stock, par value $0.0001 per share
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|
New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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PART I
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PART II
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PART III
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PART IV
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Advanced
Engineered Materials
|
|
Consumer Specialties
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Industrial Specialties
|
|
Acetyl Intermediates
|
||||
|
(In $ millions)
|
||||||||||
2013 Net Sales
(1)
|
1,352
|
|
|
1,210
|
|
|
1,155
|
|
|
2,793
|
|
|
|
|
|
|
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||||
Key Products
|
• Polyoxymethylene ("POM")
• GUR
®
ultra-high molecular weight polyethylene
• Polybutylene terephthalate ("PBT")
• Long-fiber reinforced thermoplastics ("LFT")
• Liquid crystal polymers ("LCP")
|
|
• Acetate tow
• Acetate flake
• Acetate film
• Sunett
®
high intensity sweeteners
• Sorbates
• Qorus™ sweetener system
|
|
• Conventional emulsions
• Vinyl acetate ethylene ("VAE") emulsions
• Ethylene vinyl acetate ("EVA") resins and compounds
• Low-density polyethylene resins ("LDPE")
|
|
• Acetic acid
• Vinyl acetate monomer ("VAM")
• Acetic anhydride
• Ethanol
• Acetaldehyde
• Ethyl acetate
• Formaldehyde
• Butyl acetate
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||||
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|
||||
Major End-Use
Applications
|
• Fuel system components
• Automotive safety systems
• Conveyor belts
• Battery separators
• Electronics
• Appliances
• Filtrations
• Medical Devices
• Telecommunications
|
|
• Filter products
• Beverages
• Confections
• Baked goods
|
|
•
Paints
•
Coatings
•
Adhesives
•
Textiles
•
Paper finishing
•
Flexible packaging
•
Lamination products
•
Photovoltaic cell systems
•
Medical tubing
• Automotive parts
|
|
• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Esters
• Solvents
|
(1)
|
Net sales for Consumer Specialties and Acetyl Intermediates exclude inter-segment sales of
$4 million
and
$448 million
, respectively, for the year ended
December 31, 2013
.
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
|
|
(In $ millions, except percentages)
|
|
|
||||||||||||
North America
|
487
|
|
|
36
|
%
|
|
460
|
|
|
36
|
%
|
|
443
|
|
|
34
|
%
|
Europe and Africa
|
562
|
|
|
41
|
%
|
|
527
|
|
|
42
|
%
|
|
623
|
|
|
48
|
%
|
Asia-Pacific
|
251
|
|
|
19
|
%
|
|
224
|
|
|
18
|
%
|
|
188
|
|
|
15
|
%
|
South America
|
52
|
|
|
4
|
%
|
|
50
|
|
|
4
|
%
|
|
44
|
|
|
3
|
%
|
Total
|
1,352
|
|
|
100
|
%
|
|
1,261
|
|
|
100
|
%
|
|
1,298
|
|
|
100
|
%
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
200
|
|
|
16
|
%
|
|
200
|
|
|
17
|
%
|
|
180
|
|
|
16
|
%
|
Europe and Africa
|
460
|
|
|
38
|
%
|
|
464
|
|
|
39
|
%
|
|
459
|
|
|
40
|
%
|
Asia-Pacific
|
483
|
|
|
40
|
%
|
|
452
|
|
|
38
|
%
|
|
456
|
|
|
39
|
%
|
South America
|
67
|
|
|
6
|
%
|
|
66
|
|
|
6
|
%
|
|
63
|
|
|
5
|
%
|
Total
(1)
|
1,210
|
|
|
100
|
%
|
|
1,182
|
|
|
100
|
%
|
|
1,158
|
|
|
100
|
%
|
(1)
|
Excludes inter-segment sales of
$4 million
,
$4 million
and
$3 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(in $ millions, except percentages)
|
||||||||||||||||
North America
|
441
|
|
|
38
|
%
|
|
475
|
|
|
40
|
%
|
|
492
|
|
|
40
|
%
|
Europe and Africa
|
500
|
|
|
44
|
%
|
|
483
|
|
|
41
|
%
|
|
550
|
|
|
45
|
%
|
Asia-Pacific
|
199
|
|
|
17
|
%
|
|
213
|
|
|
18
|
%
|
|
169
|
|
|
14
|
%
|
South America
|
15
|
|
|
1
|
%
|
|
13
|
|
|
1
|
%
|
|
12
|
|
|
1
|
%
|
Total
|
1,155
|
|
|
100
|
%
|
|
1,184
|
|
|
100
|
%
|
|
1,223
|
|
|
100
|
%
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Ethyl acetate, an acetate ester that is a solvent used in coatings, inks and adhesives and in the manufacture of photographic films and coated papers;
|
•
|
Butyl acetate, an acetate ester that is a solvent used in inks, pharmaceuticals and perfume;
|
•
|
Formaldehyde, paraformaldehyde and formcels, which are primarily used to produce adhesive resins for plywood, particle board, coatings, POM engineering resins and a compound used in making polyurethane; and
|
•
|
Other chemicals, such as crotonaldehyde, which are used by our food ingredients business for the production of sorbates, as well as raw materials for the fragrance and food ingredients industry.
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
708
|
|
|
25
|
%
|
|
698
|
|
|
25
|
%
|
|
717
|
|
|
23
|
%
|
Europe and Africa
|
848
|
|
|
30
|
%
|
|
970
|
|
|
35
|
%
|
|
1,110
|
|
|
36
|
%
|
Asia-Pacific
|
1,137
|
|
|
41
|
%
|
|
1,026
|
|
|
37
|
%
|
|
1,166
|
|
|
38
|
%
|
South America
|
100
|
|
|
4
|
%
|
|
97
|
|
|
3
|
%
|
|
90
|
|
|
3
|
%
|
Total
(1)
|
2,793
|
|
|
100
|
%
|
|
2,791
|
|
|
100
|
%
|
|
3,083
|
|
|
100
|
%
|
(1)
|
Excludes inter-segment sales of
$448 million
,
$440 million
and
$468 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
•
|
Customers
|
•
|
Competition
|
|
Location of
Headquarters
|
|
Ownership
|
|
Partner(s)
|
|
Year
Entered
|
Equity Method Investments
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
|
|
|
|
|
|
|
National Methanol Company
|
Saudi
Arabia
|
|
25 %
|
|
Saudi Basic Industries Corporation/
Texas Eastern Arabian Corporation Ltd.
|
|
1981
|
Korea Engineering Plastics Co., Ltd
|
South
Korea
|
|
50 %
|
|
Mitsubishi Gas Chemical Company, Inc./
Mitsubishi Corporation
|
|
1999
|
Polyplastics Co., Ltd.
|
Japan
|
|
45 %
|
|
Daicel Corporation
|
|
1964
|
Fortron Industries LLC
|
US
|
|
50 %
|
|
Kureha America Inc.
|
|
1992
|
Cost Method Investments
|
|
|
|
|
|
|
|
Consumer Specialties
|
|
|
|
|
|
|
|
Kunming Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation
|
|
1993
|
Nantong Cellulose Fibers Co. Ltd.
|
China
|
|
31 %
|
|
China National Tobacco Corporation
|
|
1986
|
Zhuhai Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation
|
|
1993
|
•
|
Other Equity Method Investments
|
|
As of December 31, 2013
|
|
(In percentages)
|
InfraServ GmbH & Co. Gendorf KG
|
39
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
•
|
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, involuntary shutdowns or turnarounds;
|
•
|
The inability of a supplier to meet our delivery orders or a supplier's choice not to fulfill orders or to terminate a supply contract or our inability to obtain or renew supply contracts on favorable terms;
|
•
|
The general level of business and economic activity; and
|
•
|
The direct or indirect effect of governmental regulation (including the impact of government regulation relating to climate change).
|
•
|
Increasing our vulnerability to general economic and industry conditions including exacerbating the impact of any adverse business effects that are determined to be material adverse events under our existing senior credit facilities (the "Amended Credit Agreement");
|
•
|
Requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on indebtedness and amounts payable in connection with the satisfaction of our other liabilities, therefore reducing our ability to use our cash flow to fund operations, capital expenditures and future business opportunities or pay dividends on our common stock;
|
•
|
Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
|
•
|
Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
Limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Corporate Offices
|
|
|
|
|
Budapest, Hungary
|
|
Leased
|
|
Administrative offices
|
Irving, Texas, US
|
|
Leased
|
|
Corporate headquarters
|
Nanjing, China
|
|
Leased
|
|
Administrative offices
|
Shanghai, China
|
|
Leased
|
|
Administrative offices
|
Sulzbach, Germany
|
|
Leased
|
|
Administrative offices
|
Advanced Engineered Materials
|
||||
Auburn Hills, Michigan, US
|
|
Leased
|
|
Automotive Development Center
|
Bishop, Texas, US
|
|
Owned
|
|
POM, GUR
®
ultra-high molecular weight polyethylene, Compounding
|
Florence, Kentucky, US
|
|
Owned
|
|
Compounding
|
Frankfurt am Main, Germany
(1)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
POM, Compounding
|
Fuji City, Japan
|
|
Owned by Polyplastics Co., Ltd.
(8)
|
|
POM, PBT, LCP, Compounding
|
Jubail, Saudi Arabia
|
|
Owned by National Methanol Company
(8)
|
|
MTBE, Methanol
|
Kaiserslautern, Germany
(1)
|
|
Leased
|
|
LFT
|
Kuantan, Malaysia
|
|
Owned by Polyplastics Co., Ltd.
(8)
|
|
POM, Compounding
|
Nanjing, China
(2)
|
|
Owned
|
|
LFT, GUR
®
ultra-high molecular weight polyethylene, Compounding
|
Oberhausen, Germany
(1)
|
|
Leased
|
|
GUR
®
ultra-high molecular weight polyethylene
|
Shelby, North Carolina, US
|
|
Owned
|
|
LCP, Compounding
|
Suzano, Brazil
(1)
|
|
Leased
|
|
Compounding
|
Ulsan, South Korea
|
|
Owned by Korea Engineering Plastics Co., Ltd.
(8)
|
|
POM
|
Wilmington, North Carolina, US
|
|
Owned by Fortron Industries LLC
(8)
|
|
PPS
|
Winona, Minnesota, US
|
|
Owned
|
|
LFT
|
Consumer Specialties
|
|
|
|
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Sorbates, Sunett
®
sweetener, Qorus™ sweetener system
|
Kunming, China
|
|
Leased by Kunming Cellulose Fibers Co. Ltd.
(5)
|
|
Acetate tow
|
Lanaken, Belgium
|
|
Owned
|
|
Acetate tow
|
Nantong, China
|
|
Owned by Nantong Cellulose Fibers Co. Ltd.
(6)
|
|
Acetate tow, Acetate flake
|
Narrows, Virginia, US
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Ocotlán, Mexico
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Spondon, Derby, United Kingdom
(9)
|
|
Owned
|
|
Acetate film
|
Zhuhai, China
|
|
Leased by Zhuhai Cellulose Fibers Co. Ltd.
(7)
|
|
Acetate tow
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Industrial Specialties
|
|
|
|
|
Boucherville, Quebec, Canada
|
|
Owned
|
|
Conventional emulsions
|
Edmonton, Alberta, Canada
|
|
Owned
|
|
LDPE, EVA
|
Enoree, South Carolina, US
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Conventional emulsions, VAE emulsions
|
Geleen, Netherlands
|
|
Owned
|
|
VAE emulsions
|
Meredosia, Illinois, US
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Nanjing, China
(2)
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Perstorp, Sweden
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Tarragona, Spain
(1)
|
|
Leased
|
|
Conventional emulsions
|
Tarragona, Spain
|
|
Owned
|
|
VAE emulsions
|
Acetyl Intermediates
|
|
|
|
|
Bay City, Texas, US
(1)
|
|
Leased
|
|
VAM
|
Bishop, Texas, US
|
|
Owned
|
|
Formaldehyde
|
Cangrejera, Mexico
|
|
Owned
|
|
Acetic anhydride, Ethyl acetate
|
Clear Lake, Texas, US
|
|
Owned
|
|
Acetic acid, VAM
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(8)
|
|
Acetaldehyde, VAM, Butyl acetate
|
Jurong Island, Singapore
(1)
|
|
Leased
|
|
Acetic acid, Butyl acetate, Ethyl acetate, VAM
|
Nanjing, China
(2)
|
|
Owned
|
|
Acetic acid, Acetic anhydride, VAM
|
Pardies, France
|
|
Owned
|
|
Site is no longer operating
|
Roussillon, France
(1)
|
|
Leased
|
|
Site is no longer operating
|
Tarragona, Spain
(4)
|
|
Owned by Complejo Industrial Taqsa AIE
(6)
|
|
Site is no longer operating
|
(1)
|
Celanese owns the assets on this site and leases the land through the terms of a long-term land lease.
|
(2)
|
Multiple Celanese business segments conduct operations at the Nanjing facility. Celanese owns the assets on this site. Celanese also owns the land through "land use right grants" for 46 to 50 years with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
(3)
|
Multiple Celanese business segments conduct operations at the Frankfurt Hoechst Industrial Park located in Frankfurt am Main, Germany.
|
(4)
|
Celanese owns the assets on this site and shares ownership in the land. Celanese’s ownership percentage in the land is 15%.
|
(5)
|
A Celanese cost method investment. Kunming Cellulose Fibers Co. Ltd. owns the assets on this site and leases the land from China National Tobacco Corporation.
|
(6)
|
A Celanese cost method investment. Nantong Cellulose Fibers Co. Ltd. owns the assets on this site and the land through "land use right grants" with the right to transfer, mortgage or lease such land during the term of the respective land use right grant.
|
(7)
|
A Celanese cost method investment. Zhuhai Cellulose Fibers Co. Ltd. owns the assets on this site and leases the land from China National Tobacco Corporation.
|
(8)
|
A Celanese equity method investment.
|
(9)
|
Celanese no longer manufactures acetate tow and acetate flake at the Spondon, Derby, United Kingdom site as of December 31, 2012.
|
Name
|
|
Age
|
|
Position
|
|
Mark C. Rohr
|
|
62
|
|
|
Chairman of the Board of Directors and Chief Executive Officer, President
|
Steven M. Sterin
|
|
42
|
|
|
Senior Vice President and Chief Financial Officer
|
Christopher W. Jensen
|
|
47
|
|
|
Senior Vice President, Finance
|
Lori A. Johnston
|
|
49
|
|
|
Senior Vice President, Human Resources
|
Gjon N. Nivica, Jr.
|
|
49
|
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Jay C. Townsend
|
|
55
|
|
|
Senior Vice President, Business Strategy Development and Procurement
|
|
Price Range
|
|
Dividends
Declared
|
|||||
|
High
|
|
Low
|
|
||||
|
(In $ per share)
|
|||||||
2013
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2013
|
50.68
|
|
|
42.03
|
|
|
0.075
|
|
Quarter ended June 30, 2013
|
51.58
|
|
|
41.55
|
|
|
0.090
|
|
Quarter ended September 30, 2013
|
53.00
|
|
|
44.49
|
|
|
0.180
|
|
Quarter ended December 31, 2013
|
58.56
|
|
|
51.21
|
|
|
0.180
|
|
2012
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2012
|
52.59
|
|
|
42.25
|
|
|
0.060
|
|
Quarter ended June 30, 2012
|
49.80
|
|
|
33.24
|
|
|
0.060
|
|
Quarter ended September 30, 2012
|
43.18
|
|
|
32.77
|
|
|
0.075
|
|
Quarter ended December 31, 2012
|
45.31
|
|
|
34.96
|
|
|
0.075
|
|
Period
|
|
Total
Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Program
|
|
Approximate
Dollar
Value of Shares
Remaining that
may be
Purchased Under
the Program
(2)
|
||||||
October 1 - 31, 2013
|
|
463,212
|
|
|
$
|
55.69
|
|
|
384,708
|
|
|
$
|
268,000,000
|
|
November 1 - 30, 2013
|
|
691,282
|
|
|
$
|
57.11
|
|
|
691,282
|
|
|
$
|
229,000,000
|
|
December 1 - 31, 2013
|
|
23,403
|
|
|
$
|
54.60
|
|
|
13,870
|
|
|
$
|
228,000,000
|
|
Total
|
|
1,177,897
|
|
|
|
|
1,089,860
|
|
|
|
(1)
|
Includes 78,504 and 9,533 for October and December 2013, respectively, related to shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.
|
(2)
|
Our Board of Directors authorized the repurchase of our Common Stock as follows:
|
|
Authorized
Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
As of December 31, 2013
|
893
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||
|
(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
|
5,082
|
|
Other (charges) gains, net
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
|
(136
|
)
|
Operating profit
|
1,508
|
|
|
175
|
|
|
402
|
|
|
398
|
|
|
144
|
|
Earnings (loss) from continuing operations before tax
|
1,609
|
|
|
321
|
|
|
467
|
|
|
433
|
|
|
105
|
|
Earnings (loss) from continuing operations
|
1,101
|
|
|
376
|
|
|
426
|
|
|
361
|
|
|
399
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
|
4
|
|
Net earnings (loss) attributable to Celanese Corporation
|
1,101
|
|
|
372
|
|
|
427
|
|
|
312
|
|
|
403
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations — basic
|
6.93
|
|
|
2.37
|
|
|
2.72
|
|
|
2.31
|
|
|
2.71
|
|
Continuing operations — diluted
|
6.91
|
|
|
2.35
|
|
|
2.68
|
|
|
2.28
|
|
|
2.54
|
|
Balance Sheet Data (as of the end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
9,018
|
|
|
9,000
|
|
|
8,518
|
|
|
8,281
|
|
|
8,412
|
|
Total debt
|
3,064
|
|
|
3,098
|
|
|
3,017
|
|
|
3,218
|
|
|
3,501
|
|
Total Celanese Corporation stockholders’ equity
|
2,699
|
|
|
1,730
|
|
|
1,341
|
|
|
926
|
|
|
586
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
305
|
|
|
308
|
|
|
298
|
|
|
287
|
|
|
308
|
|
Capital expenditures
(1)
|
408
|
|
|
339
|
|
|
364
|
|
|
222
|
|
|
167
|
|
Dividends paid per common share
(2)
|
0.53
|
|
|
0.27
|
|
|
0.22
|
|
|
0.18
|
|
|
0.16
|
|
(1)
|
Amounts include accrued capital expenditures. Amounts do not include capital expenditures related to capital lease obligations or capital expenditures related to the relocation and expansion of our POM plant in Kelsterbach. See
Note 24 - Supplemental Cash Flow Information
and
Note 27 - Plant Relocation
in the accompanying consolidated financial statements.
|
(2)
|
Annual dividends for the year ended
December 31, 2013
consist of one quarterly dividend payment of $
0.075
per share, one quarterly dividend payment of
$0.09
per share and two quarterly dividend payments of
$0.18
per share. Annual dividends for the year ended
December 31, 2012
consist of two quarterly dividend payments of $0.06 and two quarterly dividend payments of $0.075 per share. See
Note 16 - Stockholders' Equity
in the accompanying consolidated financial statements.
|
•
|
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
|
•
|
the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
|
•
|
changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas and wood pulp and the prices for electricity and other energy sources;
|
•
|
the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
|
•
|
the ability to maintain plant utilization rates and to implement planned capacity additions and expansions;
|
•
|
the ability to reduce or maintain their current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
|
•
|
increased price competition and the introduction of competing products by other companies;
|
•
|
market acceptance of our technology;
|
•
|
the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to the company;
|
•
|
changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
|
•
|
compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or political unrest, or other unforeseen events
|
•
|
potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change;
|
•
|
potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate;
|
•
|
changes in currency exchange rates and interest rates;
|
•
|
our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and
|
•
|
various other factors, both referenced and not referenced in this Annual Report.
|
•
|
Our Board of Directors increased our share repurchase authorization to
$400 million
. As of December 31, 2013, we had
$228 million
remaining under previous authorizations.
|
•
|
We received all permits, including a final greenhouse gas permit, from the US Environmental Protection Agency for our methanol unit construction project at our Clear Lake, Texas facility. We began construction on the methanol unit and have plans for the unit to become operational in the second half of 2015.
|
•
|
We ceased all manufacturing operations at our acetic anhydride facility in Roussillon, France and at our vinyl acetate monomer ("VAM") facility in Tarragona, Spain at the end of 2013. We expect savings from these closures to be in the range of $20 million to $30 million in 2014.
|
•
|
We announced the expansion of production capacity under our joint venture agreements with Polyplastics Co., Ltd in Malaysia, Korea Engineering Plastics Co., Ltd. in Korea and Saudi Basic Industries Corporation in Saudi Arabia.
|
•
|
In July 2013, we announced a
100%
increase in our quarterly Series A common stock ("Common Stock") cash dividend, increasing the dividend rate from
$0.09
to
$0.18
per share of Common Stock on a quarterly basis and
$0.36
to
$0.72
per share of Common Stock on an annual basis. The new dividend rate began in August 2013. We previously announced a
20%
increase in our quarterly Common Stock cash dividend, increasing the dividend rate from
$0.075
to
$0.09
per share of Common Stock on a quarterly basis and
$0.30
to
$0.36
per share of Common Stock on an annual basis. This new dividend rate was effective for May 2013.
|
•
|
We signed a Memorandum of Understanding ("MOU") with PetroChina Company Limited to advance the development of synthetic fuel ethanol opportunities in China utilizing our proprietary TCX
®
ethanol process technology.
|
•
|
We introduced six significant new product platforms from our engineered materials business at K-Fair 2013, the premier global trade fair for the plastics industry, including:
|
◦
|
Next generation GUR
®
UHMW-PE with step change in material performance and processing efficiencies
|
◦
|
Hostaform
®
XGC Glass Reinforced POM with superior mechanical properties
|
◦
|
Fortron
®
ICE PPS with improved productivity and properties
|
◦
|
Hostaform
®
PTX POM series for flexible applications
|
◦
|
Hostaform
®
LPT POM for molded fuel tanks
|
◦
|
Hostaform
®
POM S series expanded to include new XT grades with improved toughness
|
•
|
We signed an agreement with Mitsui & Co., Ltd., of Tokyo, Japan, to establish a joint venture for the production of methanol at our integrated chemical plant in Clear Lake, Texas. The total investment in the facility is estimated to be $800 million. Our portion of the investment is estimated to be $300 million, in addition to previously invested assets at our Clear Lake facility. The planned methanol facility will have an annual capacity of
1.3 million
tons.
|
•
|
We signed a MOU with Pertamina, the state-owned energy company of the Republic of Indonesia, to begin the detailed project planning phase for the development of a fuel ethanol project in Indonesia. The MOU outlines the parties' intentions to establish a joint venture under which we would own a majority share and would license our leading TCX
®
technology to the joint venture under a separate technology licensing agreement. Under the detailed project planning phase of the MOU, we and Pertamina will select the first production location, initiate project permitting and negotiate coal supply and other industrial partner agreements.
|
•
|
We received the JEC Innovation Award for the first thermoplastic composite tailplane for a helicopter. The new composite tailplane of the AgustaWestland AW169 helicopter results in 15 percent weight reduction from conventional composites and contributes considerably to fuel savings and lower emissions.
|
•
|
We introduced a new generation of Thermx
®
PCT grades that deliver outstanding initial reflectance and reflectance stability under heat and light as required in light-emitting diode ("LED") lighting packages found in display backlight and general lighting.
|
•
|
We elected Edward G. Galante to our board of directors. Mr. Galante is a former senior vice president of Exxon Mobil Corporation.
|
•
|
We expect earnings growth in 2014 to be primarily driven by Celanese-specific initiatives including improving plant operations, upstream and downstream efficiencies and translating innovation into earnings. We anticipate economies around the world to improve in 2014 and to contribute to base business growth. Europe is expected to move into growth territory, China's export and domestic economies are anticipated to expand and North America should continue to improve. Our initiatives combined with some economic improvement should contribute to growth in 2014.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
Net sales
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
Gross profit
|
1,365
|
|
|
1,181
|
|
|
1,417
|
|
Selling, general and administrative expenses
|
(311
|
)
|
|
(830
|
)
|
|
(805
|
)
|
Other (charges) gains, net
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
Operating profit (loss)
|
1,508
|
|
|
175
|
|
|
402
|
|
Equity in net earnings of affiliates
|
180
|
|
|
242
|
|
|
192
|
|
Interest expense
|
(172
|
)
|
|
(185
|
)
|
|
(221
|
)
|
Refinancing expense
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
Dividend income - cost investments
|
93
|
|
|
85
|
|
|
80
|
|
Earnings (loss) from continuing operations before tax
|
1,609
|
|
|
321
|
|
|
467
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
1,101
|
|
|
376
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(4
|
)
|
|
1
|
|
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
305
|
|
|
308
|
|
|
298
|
|
Operating margin
(1)
|
23.2
|
%
|
|
2.7
|
%
|
|
5.9
|
%
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(23
|
)
|
|
(6
|
)
|
|
(22
|
)
|
Kelsterbach plant relocation
|
(13
|
)
|
|
(7
|
)
|
|
(47
|
)
|
Plumbing actions
|
—
|
|
|
5
|
|
|
6
|
|
Asset impairments
|
(81
|
)
|
|
(8
|
)
|
|
(1
|
)
|
Plant/office closures
|
(33
|
)
|
|
—
|
|
|
—
|
|
Commercial disputes
|
(8
|
)
|
|
2
|
|
|
15
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
Total other (charges) gains, net
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
(1)
|
Defined as operating profit (loss) divided by net sales.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
|
|
Cash and cash equivalents
|
984
|
|
|
959
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
177
|
|
|
168
|
|
Long-term debt
|
2,887
|
|
|
2,930
|
|
Total debt
|
3,064
|
|
|
3,098
|
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||
|
2013
|
|
2012
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advanced Engineered Materials
|
1,352
|
|
|
1,261
|
|
|
91
|
|
|
1,261
|
|
|
1,298
|
|
|
(37
|
)
|
Consumer Specialties
|
1,214
|
|
|
1,186
|
|
|
28
|
|
|
1,186
|
|
|
1,161
|
|
|
25
|
|
Industrial Specialties
|
1,155
|
|
|
1,184
|
|
|
(29
|
)
|
|
1,184
|
|
|
1,223
|
|
|
(39
|
)
|
Acetyl Intermediates
|
3,241
|
|
|
3,231
|
|
|
10
|
|
|
3,231
|
|
|
3,551
|
|
|
(320
|
)
|
Other Activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
Inter-segment eliminations
|
(452
|
)
|
|
(444
|
)
|
|
(8
|
)
|
|
(444
|
)
|
|
(471
|
)
|
|
27
|
|
Total
|
6,510
|
|
|
6,418
|
|
|
92
|
|
|
6,418
|
|
|
6,763
|
|
|
(345
|
)
|
Other (Charges) Gains, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
(13
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(49
|
)
|
|
47
|
|
Consumer Specialties
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Industrial Specialties
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Acetyl Intermediates
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
Other Activities
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
(8
|
)
|
|
(10
|
)
|
|
2
|
|
Total
|
(158
|
)
|
|
(14
|
)
|
|
(144
|
)
|
|
(14
|
)
|
|
(48
|
)
|
|
34
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
904
|
|
|
95
|
|
|
809
|
|
|
95
|
|
|
79
|
|
|
16
|
|
Consumer Specialties
|
346
|
|
|
251
|
|
|
95
|
|
|
251
|
|
|
229
|
|
|
22
|
|
Industrial Specialties
|
64
|
|
|
86
|
|
|
(22
|
)
|
|
86
|
|
|
102
|
|
|
(16
|
)
|
Acetyl Intermediates
|
153
|
|
|
269
|
|
|
(116
|
)
|
|
269
|
|
|
458
|
|
|
(189
|
)
|
Other Activities
|
41
|
|
|
(526
|
)
|
|
567
|
|
|
(526
|
)
|
|
(466
|
)
|
|
(60
|
)
|
Total
|
1,508
|
|
|
175
|
|
|
1,333
|
|
|
175
|
|
|
402
|
|
|
(227
|
)
|
Earnings (Loss) From Continuing Operations Before Tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
1,053
|
|
|
285
|
|
|
768
|
|
|
285
|
|
|
242
|
|
|
43
|
|
Consumer Specialties
|
441
|
|
|
341
|
|
|
100
|
|
|
341
|
|
|
309
|
|
|
32
|
|
Industrial Specialties
|
64
|
|
|
86
|
|
|
(22
|
)
|
|
86
|
|
|
104
|
|
|
(18
|
)
|
Acetyl Intermediates
|
158
|
|
|
282
|
|
|
(124
|
)
|
|
282
|
|
|
468
|
|
|
(186
|
)
|
Other Activities
|
(107
|
)
|
|
(673
|
)
|
|
566
|
|
|
(673
|
)
|
|
(656
|
)
|
|
(17
|
)
|
Total
|
1,609
|
|
|
321
|
|
|
1,288
|
|
|
321
|
|
|
467
|
|
|
(146
|
)
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
110
|
|
|
113
|
|
|
(3
|
)
|
|
113
|
|
|
100
|
|
|
13
|
|
Consumer Specialties
|
41
|
|
|
45
|
|
|
(4
|
)
|
|
45
|
|
|
44
|
|
|
1
|
|
Industrial Specialties
|
52
|
|
|
55
|
|
|
(3
|
)
|
|
55
|
|
|
45
|
|
|
10
|
|
Acetyl Intermediates
|
86
|
|
|
80
|
|
|
6
|
|
|
80
|
|
|
96
|
|
|
(16
|
)
|
Other Activities
|
16
|
|
|
15
|
|
|
1
|
|
|
15
|
|
|
13
|
|
|
2
|
|
Total
|
305
|
|
|
308
|
|
|
(3
|
)
|
|
308
|
|
|
298
|
|
|
10
|
|
Operating Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Engineered Materials
|
66.9
|
%
|
|
7.5
|
%
|
|
|
|
7.5
|
%
|
|
6.1
|
%
|
|
|
||
Consumer Specialties
|
28.5
|
%
|
|
21.2
|
%
|
|
|
|
21.2
|
%
|
|
19.7
|
%
|
|
|
||
Industrial Specialties
|
5.5
|
%
|
|
7.3
|
%
|
|
|
|
7.3
|
%
|
|
8.3
|
%
|
|
|
||
Acetyl Intermediates
|
4.7
|
%
|
|
8.3
|
%
|
|
|
|
8.3
|
%
|
|
12.9
|
%
|
|
|
||
Total
|
23.2
|
%
|
|
2.7
|
%
|
|
|
|
2.7
|
%
|
|
5.9
|
%
|
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
|||
|
(In percentages)
|
|||||||||||
Advanced Engineered Materials
|
5
|
|
|
1
|
|
|
1
|
|
—
|
|
7
|
|
Consumer Specialties
|
(4
|
)
|
|
6
|
|
|
—
|
|
—
|
|
2
|
|
Industrial Specialties
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
—
|
|
(2
|
)
|
Acetyl Intermediates
|
1
|
|
|
(2
|
)
|
|
1
|
|
—
|
|
—
|
|
Total Company
|
—
|
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
|||||
|
(In percentages)
|
|||||||||||||
Advanced Engineered Materials
|
(2
|
)
|
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Consumer Specialties
|
(4
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Industrial Specialties
|
3
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
Acetyl Intermediates
|
—
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
(9
|
)
|
Total Company
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|
Year Ended December 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,352
|
|
|
1,261
|
|
|
91
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
5
|
%
|
|
|
|
|
|
|
Price
|
1
|
%
|
|
|
|
|
|
|
Currency
|
1
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(13
|
)
|
|
(2
|
)
|
|
(11
|
)
|
Operating profit (loss)
|
904
|
|
|
95
|
|
|
809
|
|
Operating margin
|
66.9
|
%
|
|
7.5
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
148
|
|
|
190
|
|
|
(42
|
)
|
Earnings (loss) from continuing operations before tax
|
1,053
|
|
|
285
|
|
|
768
|
|
Depreciation and amortization
|
110
|
|
|
113
|
|
|
(3
|
)
|
|
Year Ended December 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,214
|
|
|
1,186
|
|
|
28
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
(4)
|
%
|
|
|
|
|
|
|
Price
|
6
|
%
|
|
|
|
|
|
|
Currency
|
—
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
—
|
|
|
(4
|
)
|
|
4
|
|
Operating profit (loss)
|
346
|
|
|
251
|
|
|
95
|
|
Operating margin
|
28.5
|
%
|
|
21.2
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
3
|
|
|
6
|
|
|
(3
|
)
|
Dividend income - cost investments
|
92
|
|
|
83
|
|
|
9
|
|
Earnings (loss) from continuing operations before tax
|
441
|
|
|
341
|
|
|
100
|
|
Depreciation and amortization
|
41
|
|
|
45
|
|
|
(4
|
)
|
|
Year Ended December 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,155
|
|
|
1,184
|
|
|
(29
|
)
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
(1)
|
%
|
|
|
|
|
|
|
Price
|
(3)
|
%
|
|
|
|
|
|
|
Currency
|
2
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Operating profit (loss)
|
64
|
|
|
86
|
|
|
(22
|
)
|
Operating margin
|
5.5
|
%
|
|
7.3
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
64
|
|
|
86
|
|
|
(22
|
)
|
Depreciation and amortization
|
52
|
|
|
55
|
|
|
(3
|
)
|
|
Year Ended December 31,
|
|
|
|||||
|
2013
|
|
2012
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
3,241
|
|
|
3,231
|
|
|
10
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
Volume
|
1
|
%
|
|
|
|
|
|
|
Price
|
(2)
|
%
|
|
|
|
|
|
|
Currency
|
1
|
%
|
|
|
|
|
|
|
Other
|
—
|
%
|
|
|
|
|
|
|
Other (charges) gains, net
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
Operating profit (loss)
|
153
|
|
|
269
|
|
|
(116
|
)
|
Operating margin
|
4.7
|
%
|
|
8.3
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
5
|
|
|
11
|
|
|
(6
|
)
|
Earnings (loss) from continuing operations before tax
|
158
|
|
|
282
|
|
|
(124
|
)
|
Depreciation and amortization
|
86
|
|
|
80
|
|
|
6
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,261
|
|
|
1,298
|
|
|
(37
|
)
|
Net Sales Variance
|
|
|
|
|
|
|||
Volume
|
(2)
|
%
|
|
|
|
|
||
Price
|
2
|
%
|
|
|
|
|
||
Currency
|
(3)
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
(2
|
)
|
|
(49
|
)
|
|
47
|
|
Operating profit (loss)
|
95
|
|
|
79
|
|
|
16
|
|
Operating margin
|
7.5
|
%
|
|
6.1
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
190
|
|
|
161
|
|
|
29
|
|
Earnings (loss) from continuing operations before tax
|
285
|
|
|
242
|
|
|
43
|
|
Depreciation and amortization
|
113
|
|
|
100
|
|
|
13
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,186
|
|
|
1,161
|
|
|
25
|
|
Net Sales Variance
|
|
|
|
|
|
|||
Volume
|
(4)
|
%
|
|
|
|
|
||
Price
|
6
|
%
|
|
|
|
|
||
Currency
|
—
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Operating profit (loss)
|
251
|
|
|
229
|
|
|
22
|
|
Operating margin
|
21.2
|
%
|
|
19.7
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
6
|
|
|
2
|
|
|
4
|
|
Dividend income - cost investments
|
83
|
|
|
78
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
341
|
|
|
309
|
|
|
32
|
|
Depreciation and amortization
|
45
|
|
|
44
|
|
|
1
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
1,184
|
|
|
1,223
|
|
|
(39
|
)
|
Net Sales Variance
|
|
|
|
|
|
|||
Volume
|
3
|
%
|
|
|
|
|
||
Price
|
(3)
|
%
|
|
|
|
|
||
Currency
|
(3)
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
—
|
|
Operating profit (loss)
|
86
|
|
|
102
|
|
|
(16
|
)
|
Operating margin
|
7.3
|
%
|
|
8.3
|
%
|
|
|
|
Earnings (loss) from continuing operations before tax
|
86
|
|
|
104
|
|
|
(18
|
)
|
Depreciation and amortization
|
55
|
|
|
45
|
|
|
10
|
|
|
Year Ended December 31,
|
|
|
|||||
|
2012
|
|
2011
|
|
Change
|
|||
|
(In $ millions, except percentages)
|
|||||||
Net sales
|
3,231
|
|
|
3,551
|
|
|
(320
|
)
|
Net Sales Variance
|
|
|
|
|
|
|||
Volume
|
—
|
%
|
|
|
|
|
||
Price
|
(7)
|
%
|
|
|
|
|
||
Currency
|
(2)
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
—
|
|
|
14
|
|
|
(14
|
)
|
Operating profit (loss)
|
269
|
|
|
458
|
|
|
(189
|
)
|
Operating margin
|
8.3
|
%
|
|
12.9
|
%
|
|
|
|
Equity in net earnings (loss) of affiliates
|
11
|
|
|
5
|
|
|
6
|
|
Earnings (loss) from continuing operations before tax
|
282
|
|
|
468
|
|
|
(186
|
)
|
Depreciation and amortization
|
80
|
|
|
96
|
|
|
(16
|
)
|
•
|
Net Cash Provided by Operating Activities
|
|
As of December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Trade receivables, net
|
867
|
|
|
827
|
|
|
871
|
|
Inventories
|
804
|
|
|
711
|
|
|
712
|
|
Trade payables - third party and affiliates
|
(799
|
)
|
|
(649
|
)
|
|
(673
|
)
|
Trade working capital
|
872
|
|
|
889
|
|
|
910
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
Senior Notes
|
•
|
Senior Credit Facilities
|
|
As of December 31, 2013
|
||||
|
Estimated Total Net
Leverage Ratio |
|
Estimated
Margin |
||
Credit-linked revolving facility
|
1.54
|
|
|
1.50
|
%
|
Total Net Leverage Ratio
|
|
Margin over LIBOR or EURIBOR
|
< = 2.25
|
|
1.50 %
|
> 2.25
|
|
1.75 %
|
As of December 31, 2013
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
|||
3.90
|
|
|
0.88
|
|
|
1.38
|
|
•
|
Accounts Receivable Securitization Facility
|
|
As of
December 31, 2013 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
23
|
|
Available for borrowing
|
—
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
50
|
|
Letters of credit issued
|
61
|
|
Available for borrowing
|
18
|
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
||
|
(In percentages)
|
|
(In $ per share)
|
|
|
||||
April 2011
|
20
|
|
0.060
|
|
|
0.24
|
|
|
August 2011
|
April 2012
|
25
|
|
0.075
|
|
|
0.30
|
|
|
August 2012
|
April 2013
|
20
|
|
0.090
|
|
|
0.36
|
|
|
May 2013
|
July 2013
|
100
|
|
0.180
|
|
|
0.72
|
|
|
August 2013
|
|
Authorized
Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
As of December 31, 2013
|
893
|
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2013 |
|
||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
|||||||||
Shares repurchased
|
3,186,180
|
|
(1)
|
1,059,719
|
|
(1)
|
652,016
|
|
|
16,328,707
|
|
(2)
|
||||
Average purchase price per share
|
$
|
51.38
|
|
|
$
|
42.44
|
|
|
$
|
46.99
|
|
|
$
|
40.72
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
164
|
|
|
$
|
45
|
|
|
$
|
31
|
|
|
$
|
665
|
|
|
(1)
|
The years ended
December 31, 2013
and
2012
exclude
6,021
shares and
5,823
shares, respectively, withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock awards. Restricted stock awards are considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
(2)
|
Excludes
11,844
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock awards.
|
|
|
|
Payments due by period
|
|
|||||||||||
|
Total
|
|
Less Than
1 Year
|
|
Years
2 & 3
|
|
Years
4 & 5
|
|
After
5 Years
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Fixed Contractual Debt Obligations
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior notes
|
1,500
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
900
|
|
|
Term C-2 loan facility
|
978
|
|
|
10
|
|
|
968
|
|
|
—
|
|
|
—
|
|
|
Interest payments on debt and other obligations
|
1,088
|
|
(1)
|
161
|
|
|
306
|
|
|
248
|
|
|
373
|
|
|
Capital lease obligations
|
264
|
|
|
14
|
|
|
33
|
|
|
42
|
|
|
175
|
|
|
Other debt
|
322
|
|
(2)
|
153
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
Total
|
4,152
|
|
|
338
|
|
|
1,307
|
|
|
890
|
|
|
1,617
|
|
|
Operating leases
|
410
|
|
|
63
|
|
|
103
|
|
|
55
|
|
|
189
|
|
|
Uncertain tax positions, including interest and penalties
|
264
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
200
|
|
(3)
|
Unconditional purchase obligations
|
3,724
|
|
(4)
|
757
|
|
|
1,054
|
|
|
611
|
|
|
1,302
|
|
|
Pension and other postretirement funding obligations
|
597
|
|
(5)
|
101
|
|
|
238
|
|
|
95
|
|
|
163
|
|
|
Environmental and asset retirement obligations
|
148
|
|
|
59
|
|
|
31
|
|
|
15
|
|
|
43
|
|
|
Total
|
9,295
|
|
|
1,382
|
|
|
2,733
|
|
|
1,666
|
|
|
3,514
|
|
|
(1)
|
We have outstanding interest rate swap agreements with notional values of
$1.1 billion
and
$0.5 billion
that expire on
January 2, 2014
and
January 2, 2016
, respectively, that have the economic effect of modifying the variable rate obligations associated with our US term loans into fixed interest obligations. The impact of these interest rate swaps was factored into the calculation of the future interest payments on long-term debt. Future interest expense is calculated using the rate in effect on
December 31, 2013
.
|
(2)
|
Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies, our accounts receivable securitization facility and other bank obligations.
|
(3)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, we are unable to determine the timing of payments related to our uncertain tax obligations, including interest and penalties. These amounts are therefore reflected in "After 5 Years".
|
(4)
|
Unconditional purchase obligations primarily represent the take-or-pay provisions included in certain long-term purchase agreements. We do not expect to incur material losses under these arrangements. These amounts also include other purchase obligations such as maintenance and service agreements, energy and utility agreements, consulting contracts, software agreements and other miscellaneous agreements and contracts, obtained via a survey of the Company.
|
(5)
|
Excludes expected payments from nonqualified trusts related to nonqualified pension plans of $205 million.
|
•
|
Recoverability of Long-Lived Assets
|
•
|
Income Taxes
|
•
|
Benefit Obligations
|
|
Change
in Rate
|
|
Impact on
Net Periodic
Benefit Cost
|
||
|
|
|
(In $ millions)
|
||
US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
(8
|
)
|
Decrease in the long-term expected rate of return on plan assets
(1)
|
0.50
|
%
|
|
12
|
|
US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
Non-US Pension Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Decrease in the long-term expected rate of return on plan assets
|
0.50
|
%
|
|
2
|
|
Non-US Postretirement Benefits
|
|
|
|
||
Decrease in the discount rate
|
0.50
|
%
|
|
—
|
|
Increase in the annual health care cost trend rates
|
1.00
|
%
|
|
—
|
|
(1)
|
Excludes nonqualified pension plans.
|
•
|
Accounting for Commitments and Contingencies
|
(1)
|
Fixes the LIBOR portion of our US-dollar denominated variable rate borrowings. See
Note 13 - Debt
in the accompanying consolidated financial statements for further information.
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,605
|
|
|
1,653
|
|
|
1,636
|
|
|
1,616
|
|
|
Gross profit
|
333
|
|
|
319
|
|
|
346
|
|
|
367
|
|
|
Other (charges) gains, net
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(147
|
)
|
(1)
|
Operating profit (loss)
|
184
|
|
|
169
|
|
|
211
|
|
|
944
|
|
|
Earnings (loss) from continuing operations before tax
|
218
|
|
|
208
|
|
|
228
|
|
|
955
|
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
141
|
|
|
133
|
|
|
171
|
|
|
656
|
|
|
Earnings (loss) from discontinued operations
|
1
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
Net earnings (loss)
|
142
|
|
|
133
|
|
|
172
|
|
|
654
|
|
|
Net earnings (loss) per share — basic
|
0.89
|
|
|
0.83
|
|
|
1.09
|
|
|
4.16
|
|
|
Net earnings (loss) per share — diluted
|
0.89
|
|
|
0.83
|
|
|
1.08
|
|
|
4.15
|
|
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2012 |
|
June 30,
2012 |
|
September 30,
2012 |
|
December 31,
2012 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,633
|
|
|
1,675
|
|
|
1,609
|
|
|
1,501
|
|
|
Gross profit
|
274
|
|
|
335
|
|
|
328
|
|
|
244
|
|
|
Other (charges) gains, net
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
(13
|
)
|
|
Operating profit (loss)
|
111
|
|
|
178
|
|
|
176
|
|
|
(290
|
)
|
|
Earnings (loss) from continuing operations before tax
|
120
|
|
|
278
|
|
|
186
|
|
|
(263
|
)
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
193
|
|
|
221
|
|
|
129
|
|
|
(167
|
)
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Net earnings (loss)
|
193
|
|
|
221
|
|
|
127
|
|
|
(169
|
)
|
|
Net earnings (loss) per share — basic
|
1.23
|
|
|
1.40
|
|
|
0.80
|
|
|
(1.06
|
)
|
|
Net earnings (loss) per share — diluted
|
1.21
|
|
|
1.38
|
|
|
0.79
|
|
|
(1.06
|
)
|
|
(1)
|
Includes
$20 million
of employee termination benefits,
$33 million
of contract termination costs and
$34 million
of long-lived asset impairment losses to fully write-off the related property, plant and equipment related to the closure of the our acetic anhydride facility in Roussillon, France and our vinyl acetate monomer ("VAM") facility in Tarragona, Spain in December 2013. Also includes long-lived asset impairment losses of
$46 million
to fully write-off the property, plant and equipment at our Singapore acetic acid production unit.
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
2,115,194
|
|
(1)
|
$
|
30.85
|
|
|
23,862,977
|
|
(2)
|
Equity compensation plans not approved by security holders
(3)
|
|
212,373
|
|
(4)
|
$
|
28.01
|
|
|
—
|
|
|
Total
|
|
2,327,567
|
|
(5)
|
|
|
|
23,862,977
|
|
|
(1)
|
Includes
1,737,550
restricted stock units ("RSUs") granted under the Celanese Corporation 2009 Global Incentive Plan, as amended and restated April 19, 2012 (the "2009 Plan"), including shares that may be issued pursuant to outstanding performance-based RSUs, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A common stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.
|
(2)
|
Includes shares available for future issuance under the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the "ESPP").
As of December 31, 2013
, an aggregate of
14,000,000
shares of our Series A common stock were available for future issuance under the ESPP. No shares have been offered for purchase under the ESPP as of
December 31, 2013
.
|
(3)
|
The shares to be issued under plans not approved by stockholders relate to the Celanese Corporation 2004 Stock Incentive Plan (the "2004 Plan"), which is our former broad-based stock incentive plan for executive officers, key employees and directors. No further awards were made pursuant to the 2004 Plan upon stockholder approval of the 2009 Plan in April 2009. The 2004 Plan and the 2009 Plan are described in more detail in
Note 19 - Management Compensation Plans
in the accompanying consolidated financial statements. Additionally, there are 32,576 shares of phantom stock for compensation for director services deferred by certain of our non-employee directors under the 2008 Deferred Compensation Plan, which are not reflected in column (a). Each share of phantom stock represents the right to receive one share of Series A common stock.
|
(4)
|
Includes no outstanding RSUs granted under the 2004 Plan.
|
(5)
|
If the performance-based RSUs included in this total vest at the target performance level (as opposed to the superior performance level), the aggregate awards outstanding at
December 31, 2013
would be
1,542,687
. This is comprised of
567,935
stock options,
203,233
time-based RSUs granted to employees,
22,082
restricted stock awards granted to our Chief Executive Officer,
16,153
time-based RSUs granted to non-employee directors and
733,284
performance-based RSUs assuming target performance.
|
|
Page Number
|
|
|
|
CELANESE CORPORATION
|
|
|
|
|
|
By:
|
/s/ MARK C. ROHR
|
|
Name:
|
Mark C. Rohr
|
|
Title:
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
|
|
Date:
|
February 7, 2014
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARK C. ROHR
|
Director, Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 7, 2014
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ STEVEN M. STERIN
|
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
|
February 7, 2014
|
||
Steven M. Sterin
|
||||
|
|
|
||
/s/ CHRISTOPHER W. JENSEN
|
Senior Vice President, Finance
(Principal Accounting Officer)
|
February 7, 2014
|
||
Christopher W. Jensen
|
||||
|
|
|
||
/s/ JAMES E. BARLETT
|
Director
|
February 7, 2014
|
||
James E. Barlett
|
||||
|
|
|
||
/s/ EDWARD G. GALANTE
|
Director
|
February 7, 2014
|
||
Edward G. Galante
|
||||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 7, 2014
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 7, 2014
|
||
Jay V. Ihlenfeld
|
||||
|
|
|
||
/s/ MARTIN G. MCGUINN
|
Director
|
February 7, 2014
|
||
Martin G. McGuinn
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ DANIEL S. SANDERS
|
Director
|
February 7, 2014
|
||
Daniel S. Sanders
|
||||
|
|
|
||
/s/ FARAH M. WALTERS
|
Director
|
February 7, 2014
|
||
Farah M. Walters
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 7, 2014
|
||
John K. Wulff
|
|
Page
Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
Cost of sales
|
(5,145
|
)
|
|
(5,237
|
)
|
|
(5,346
|
)
|
Gross profit
|
1,365
|
|
|
1,181
|
|
|
1,417
|
|
Selling, general and administrative expenses
|
(311
|
)
|
|
(830
|
)
|
|
(805
|
)
|
Amortization of intangible assets
|
(32
|
)
|
|
(51
|
)
|
|
(62
|
)
|
Research and development expenses
|
(85
|
)
|
|
(104
|
)
|
|
(98
|
)
|
Other (charges) gains, net
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
Foreign exchange gain (loss), net
|
(6
|
)
|
|
(4
|
)
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
735
|
|
|
(3
|
)
|
|
(2
|
)
|
Operating profit (loss)
|
1,508
|
|
|
175
|
|
|
402
|
|
Equity in net earnings (loss) of affiliates
|
180
|
|
|
242
|
|
|
192
|
|
Interest expense
|
(172
|
)
|
|
(185
|
)
|
|
(221
|
)
|
Refinancing expense
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
Interest income
|
1
|
|
|
2
|
|
|
3
|
|
Dividend income - cost investments
|
93
|
|
|
85
|
|
|
80
|
|
Other income (expense), net
|
—
|
|
|
5
|
|
|
14
|
|
Earnings (loss) from continuing operations before tax
|
1,609
|
|
|
321
|
|
|
467
|
|
Income tax (provision) benefit
|
(508
|
)
|
|
55
|
|
|
(41
|
)
|
Earnings (loss) from continuing operations
|
1,101
|
|
|
376
|
|
|
426
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
(6
|
)
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
2
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(4
|
)
|
|
1
|
|
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
1,101
|
|
|
372
|
|
|
427
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
1,101
|
|
|
376
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(4
|
)
|
|
1
|
|
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.93
|
|
|
2.37
|
|
|
2.72
|
|
Discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
0.01
|
|
Net earnings (loss) - basic
|
6.93
|
|
|
2.35
|
|
|
2.73
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
6.91
|
|
|
2.35
|
|
|
2.68
|
|
Discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
0.01
|
|
Net earnings (loss) - diluted
|
6.91
|
|
|
2.33
|
|
|
2.69
|
|
Weighted average shares - basic
|
158,801,150
|
|
|
158,359,914
|
|
|
156,226,526
|
|
Weighted average shares - diluted
|
159,334,219
|
|
|
159,830,786
|
|
|
158,970,283
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
1
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
20
|
|
|
5
|
|
|
(27
|
)
|
Gain (loss) on interest rate swaps
|
6
|
|
|
7
|
|
|
27
|
|
Pension and postretirement benefits
|
58
|
|
|
(11
|
)
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
85
|
|
|
1
|
|
|
—
|
|
Total comprehensive income (loss), net of tax
|
1,186
|
|
|
373
|
|
|
427
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,186
|
|
|
373
|
|
|
427
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions, except share data)
|
||||
ASSETS
|
|
|
|
||
Current Assets
|
|
|
|
|
|
Cash and cash equivalents
|
984
|
|
|
959
|
|
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2013: $9; 2012: $9)
|
867
|
|
|
827
|
|
Non-trade receivables, net
|
343
|
|
|
209
|
|
Inventories
|
804
|
|
|
711
|
|
Deferred income taxes
|
115
|
|
|
49
|
|
Marketable securities, at fair value
|
41
|
|
|
53
|
|
Other assets
|
28
|
|
|
31
|
|
Total current assets
|
3,182
|
|
|
2,839
|
|
Investments in affiliates
|
841
|
|
|
800
|
|
Property, plant and equipment (net of accumulated depreciation - 2013: $1,672; 2012: $1,506)
|
3,425
|
|
|
3,350
|
|
Deferred income taxes
|
289
|
|
|
606
|
|
Other assets
|
341
|
|
|
463
|
|
Goodwill
|
798
|
|
|
777
|
|
Intangible assets, net
|
142
|
|
|
165
|
|
Total assets
|
9,018
|
|
|
9,000
|
|
LIABILITIES AND EQUITY
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
177
|
|
|
168
|
|
Trade payables - third party and affiliates
|
799
|
|
|
649
|
|
Other liabilities
|
541
|
|
|
475
|
|
Deferred income taxes
|
10
|
|
|
25
|
|
Income taxes payable
|
18
|
|
|
38
|
|
Total current liabilities
|
1,545
|
|
|
1,355
|
|
Long-term debt
|
2,887
|
|
|
2,930
|
|
Deferred income taxes
|
225
|
|
|
50
|
|
Uncertain tax positions
|
200
|
|
|
181
|
|
Benefit obligations
|
1,175
|
|
|
1,602
|
|
Other liabilities
|
287
|
|
|
1,152
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2013 and 2012: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2013: 165,867,965 issued and 156,939,828 outstanding; 2012: 183,629,237 issued and 159,642,401 outstanding)
|
—
|
|
|
—
|
|
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2013 and 2012: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2013: 8,928,137 shares; 2012: 23,986,836 shares)
|
(361
|
)
|
|
(905
|
)
|
Additional paid-in capital
|
53
|
|
|
731
|
|
Retained earnings
|
3,011
|
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net
|
(4
|
)
|
|
(89
|
)
|
Total Celanese Corporation stockholders’ equity
|
2,699
|
|
|
1,730
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
Total equity
|
2,699
|
|
|
1,730
|
|
Total liabilities and equity
|
9,018
|
|
|
9,000
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
159,642,401
|
|
|
—
|
|
|
156,463,811
|
|
|
—
|
|
|
155,759,293
|
|
|
—
|
|
Stock option exercises
|
283,682
|
|
|
—
|
|
|
3,751,825
|
|
|
—
|
|
|
842,342
|
|
|
—
|
|
Purchases of treasury stock
|
(3,192,201
|
)
|
|
—
|
|
|
(1,065,542
|
)
|
|
—
|
|
|
(652,016
|
)
|
|
—
|
|
Stock awards
|
205,946
|
|
|
—
|
|
|
492,307
|
|
|
—
|
|
|
514,192
|
|
|
—
|
|
Balance as of the end of the period
|
156,939,828
|
|
|
—
|
|
|
159,642,401
|
|
|
—
|
|
|
156,463,811
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of the beginning of the period
|
23,986,836
|
|
|
(905
|
)
|
|
22,921,294
|
|
|
(860
|
)
|
|
22,269,278
|
|
|
(829
|
)
|
Purchases of treasury stock, including related fees
|
3,192,201
|
|
|
(164
|
)
|
|
1,065,542
|
|
|
(45
|
)
|
|
652,016
|
|
|
(31
|
)
|
Retirement of treasury stock
|
(18,250,900
|
)
|
|
708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance as of the end of the period
|
8,928,137
|
|
|
(361
|
)
|
|
23,986,836
|
|
|
(905
|
)
|
|
22,921,294
|
|
|
(860
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
731
|
|
|
|
|
627
|
|
|
|
|
574
|
|
||
Retirement of treasury stock
|
|
|
(708
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Stock-based compensation, net of tax
|
|
|
|
19
|
|
|
|
|
12
|
|
|
|
|
17
|
|
||
Stock option exercises, net of tax
|
|
|
|
11
|
|
|
|
|
92
|
|
|
|
|
36
|
|
||
Balance as of the end of the period
|
|
|
|
53
|
|
|
|
|
731
|
|
|
|
|
627
|
|
||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
1,993
|
|
|
|
|
1,664
|
|
|
|
|
1,271
|
|
||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
|
1,101
|
|
|
|
|
372
|
|
|
|
|
427
|
|
||
Series A common stock dividends
|
|
|
|
(83
|
)
|
|
|
|
(43
|
)
|
|
|
|
(34
|
)
|
||
Balance as of the end of the period
|
|
|
|
3,011
|
|
|
|
|
1,993
|
|
|
|
|
1,664
|
|
||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
(89
|
)
|
|
|
|
(90
|
)
|
|
|
|
(90
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
|
|
85
|
|
|
|
|
1
|
|
|
|
|
—
|
|
||
Balance as of the end of the period
|
|
|
|
(4
|
)
|
|
|
|
(89
|
)
|
|
|
|
(90
|
)
|
||
Total Celanese Corporation stockholders’ equity
|
|
|
|
2,699
|
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance as of the beginning of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Balance as of the end of the period
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Total equity
|
|
|
|
2,699
|
|
|
|
|
1,730
|
|
|
|
|
1,341
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
Other charges (gains), net of amounts used
|
122
|
|
|
(12
|
)
|
|
(6
|
)
|
Depreciation, amortization and accretion
|
319
|
|
|
320
|
|
|
311
|
|
Pension and postretirement benefit expense
|
(35
|
)
|
|
9
|
|
|
30
|
|
Pension and postretirement contributions
|
(96
|
)
|
|
(288
|
)
|
|
(209
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
(104
|
)
|
|
389
|
|
|
306
|
|
Pension curtailments and settlements, net
|
(52
|
)
|
|
—
|
|
|
—
|
|
Deferred income taxes, net
|
344
|
|
|
(175
|
)
|
|
(15
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
(737
|
)
|
|
3
|
|
|
1
|
|
Refinancing expense
|
1
|
|
|
3
|
|
|
3
|
|
Other, net
|
(3
|
)
|
|
53
|
|
|
56
|
|
Operating cash provided by (used in) discontinued operations
|
(4
|
)
|
|
2
|
|
|
(9
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Trade receivables - third party and affiliates, net
|
(23
|
)
|
|
50
|
|
|
(83
|
)
|
Inventories
|
(81
|
)
|
|
6
|
|
|
(112
|
)
|
Other assets
|
(110
|
)
|
|
9
|
|
|
17
|
|
Trade payables - third party and affiliates
|
108
|
|
|
5
|
|
|
22
|
|
Other liabilities
|
12
|
|
|
(24
|
)
|
|
(101
|
)
|
Net cash provided by (used in) operating activities
|
762
|
|
|
722
|
|
|
638
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(370
|
)
|
|
(361
|
)
|
|
(349
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
(23
|
)
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
13
|
|
|
1
|
|
|
6
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
159
|
|
Capital expenditures related to Kelsterbach plant relocation
|
(7
|
)
|
|
(49
|
)
|
|
(204
|
)
|
Other, net
|
(58
|
)
|
|
(68
|
)
|
|
(45
|
)
|
Net cash provided by (used in) investing activities
|
(422
|
)
|
|
(500
|
)
|
|
(441
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
(11
|
)
|
|
2
|
|
|
(13
|
)
|
Proceeds from short-term borrowings
|
177
|
|
|
71
|
|
|
70
|
|
Repayments of short-term borrowings
|
(123
|
)
|
|
(71
|
)
|
|
(73
|
)
|
Proceeds from long-term debt
|
74
|
|
|
550
|
|
|
411
|
|
Repayments of long-term debt
|
(198
|
)
|
|
(489
|
)
|
|
(591
|
)
|
Refinancing costs
|
(2
|
)
|
|
(9
|
)
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
(164
|
)
|
|
(45
|
)
|
|
(31
|
)
|
Stock option exercises
|
9
|
|
|
62
|
|
|
20
|
|
Series A common stock dividends
|
(83
|
)
|
|
(43
|
)
|
|
(34
|
)
|
Other, net
|
(5
|
)
|
|
21
|
|
|
(4
|
)
|
Net cash provided by (used in) financing activities
|
(326
|
)
|
|
49
|
|
|
(253
|
)
|
Exchange rate effects on cash and cash equivalents
|
11
|
|
|
6
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
25
|
|
|
277
|
|
|
(58
|
)
|
Cash and cash equivalents as of beginning of period
|
959
|
|
|
682
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
984
|
|
|
959
|
|
|
682
|
|
•
|
Consolidation principles
|
•
|
Estimates and assumptions
|
•
|
Change in accounting policy regarding pension and other postretirement benefits
|
|
Year Ended December 31, 2013
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(5,223
|
)
|
|
78
|
|
|
(5,145
|
)
|
Gross profit
|
1,287
|
|
|
78
|
|
|
1,365
|
|
Selling, general and administrative expenses
|
(514
|
)
|
|
203
|
|
|
(311
|
)
|
Research and development expenses
|
(95
|
)
|
|
10
|
|
|
(85
|
)
|
Operating profit (loss)
|
1,217
|
|
|
291
|
|
|
1,508
|
|
Earnings (loss) from continuing operations before tax
|
1,318
|
|
|
291
|
|
|
1,609
|
|
Income tax (provision) benefit
|
(406
|
)
|
|
(102
|
)
|
|
(508
|
)
|
Earnings (loss) from continuing operations
|
912
|
|
|
189
|
|
|
1,101
|
|
Net earnings (loss)
|
912
|
|
|
189
|
|
|
1,101
|
|
Net earnings (loss) attributable to Celanese Corporation
|
912
|
|
|
189
|
|
|
1,101
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
5.74
|
|
|
1.19
|
|
|
6.93
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) - basic
|
5.74
|
|
|
1.19
|
|
|
6.93
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
5.72
|
|
|
1.19
|
|
|
6.91
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) - diluted
|
5.72
|
|
|
1.19
|
|
|
6.91
|
|
|
Year Ended December 31, 2012
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(5,226
|
)
|
|
(11
|
)
|
|
(5,237
|
)
|
Gross profit
|
1,192
|
|
|
(11
|
)
|
|
1,181
|
|
Selling, general and administrative expenses
|
(507
|
)
|
|
(323
|
)
|
|
(830
|
)
|
Research and development expenses
|
(102
|
)
|
|
(2
|
)
|
|
(104
|
)
|
Operating profit (loss)
|
511
|
|
|
(336
|
)
|
|
175
|
|
Earnings (loss) from continuing operations before tax
|
657
|
|
|
(336
|
)
|
|
321
|
|
Income tax (provision) benefit
|
(48
|
)
|
|
103
|
|
|
55
|
|
Earnings (loss) from continuing operations
|
609
|
|
|
(233
|
)
|
|
376
|
|
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
(233
|
)
|
|
372
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
3.84
|
|
|
(1.47
|
)
|
|
2.37
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - basic
|
3.82
|
|
|
(1.47
|
)
|
|
2.35
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
3.81
|
|
|
(1.46
|
)
|
|
2.35
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - diluted
|
3.79
|
|
|
(1.46
|
)
|
|
2.33
|
|
|
Year Ended December 31, 2011
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions, except per share data)
|
|||||||
Cost of sales
|
(5,329
|
)
|
|
(17
|
)
|
|
(5,346
|
)
|
Gross profit
|
1,434
|
|
|
(17
|
)
|
|
1,417
|
|
Selling, general and administrative expenses
|
(536
|
)
|
|
(269
|
)
|
|
(805
|
)
|
Research and development expenses
|
(96
|
)
|
|
(2
|
)
|
|
(98
|
)
|
Operating profit (loss)
|
690
|
|
|
(288
|
)
|
|
402
|
|
Earnings (loss) from continuing operations before tax
|
755
|
|
|
(288
|
)
|
|
467
|
|
Income tax (provision) benefit
|
(149
|
)
|
|
108
|
|
|
(41
|
)
|
Earnings (loss) from continuing operations
|
606
|
|
|
(180
|
)
|
|
426
|
|
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Net earnings (loss) attributable to Celanese Corporation
|
607
|
|
|
(180
|
)
|
|
427
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|||
Continuing operations
|
3.88
|
|
|
(1.16
|
)
|
|
2.72
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - basic
|
3.89
|
|
|
(1.16
|
)
|
|
2.73
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|||
Continuing operations
|
3.81
|
|
|
(1.13
|
)
|
|
2.68
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
|
0.01
|
|
Net earnings (loss) - diluted
|
3.82
|
|
|
(1.13
|
)
|
|
2.69
|
|
|
Year Ended December 31, 2013
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
912
|
|
|
189
|
|
|
1,101
|
|
Pension and postretirement benefits
|
247
|
|
|
(189
|
)
|
|
58
|
|
Total other comprehensive income (loss), net of tax
|
274
|
|
|
(189
|
)
|
|
85
|
|
|
Year Ended December 31, 2012
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Pension and postretirement benefits
|
(244
|
)
|
|
233
|
|
|
(11
|
)
|
Total other comprehensive income (loss), net of tax
|
(232
|
)
|
|
233
|
|
|
1
|
|
|
Year Ended December 31, 2011
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Pension and postretirement benefits
|
(180
|
)
|
|
180
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
(180
|
)
|
|
180
|
|
|
—
|
|
|
As of December 31, 2013
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Retained earnings
|
3,815
|
|
|
(804
|
)
|
|
3,011
|
|
Accumulated other comprehensive income (loss), net
|
(808
|
)
|
|
804
|
|
|
(4
|
)
|
|
As of December 31, 2012
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Retained earnings
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
|
2013
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Net earnings (loss) attributable to Celanese Corporation
|
912
|
|
|
189
|
|
|
1,101
|
|
Retained earnings as of the end of the period
|
3,815
|
|
|
(804
|
)
|
|
3,011
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
Other comprehensive income (loss), net of tax
|
274
|
|
|
(189
|
)
|
|
85
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(808
|
)
|
|
804
|
|
|
(4
|
)
|
|
2012
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
2,424
|
|
|
(760
|
)
|
|
1,664
|
|
Net earnings (loss) attributable to Celanese Corporation
|
605
|
|
|
(233
|
)
|
|
372
|
|
Retained earnings as of the end of the period
|
2,986
|
|
|
(993
|
)
|
|
1,993
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(850
|
)
|
|
760
|
|
|
(90
|
)
|
Other comprehensive income (loss), net of tax
|
(232
|
)
|
|
233
|
|
|
1
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(1,082
|
)
|
|
993
|
|
|
(89
|
)
|
|
2011
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Retained earnings as of the beginning of the period
|
1,851
|
|
|
(580
|
)
|
|
1,271
|
|
Net earnings (loss) attributable to Celanese Corporation
|
607
|
|
|
(180
|
)
|
|
427
|
|
Retained earnings as of the end of the period
|
2,424
|
|
|
(760
|
)
|
|
1,664
|
|
Accumulated other comprehensive income (loss), net as of the beginning of the period
|
(670
|
)
|
|
580
|
|
|
(90
|
)
|
Other comprehensive income (loss), net of tax
|
(180
|
)
|
|
180
|
|
|
—
|
|
Accumulated other comprehensive income (loss), net as of the end of the period
|
(850
|
)
|
|
760
|
|
|
(90
|
)
|
|
Year Ended December 31, 2013
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
912
|
|
|
189
|
|
|
1,101
|
|
Pension and postretirement benefit expense
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
Pension and postretirement contributions
|
—
|
|
|
(96
|
)
|
|
(96
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
(104
|
)
|
|
(104
|
)
|
Pension curtailments and settlements, net
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
Deferred income taxes, net
|
242
|
|
|
102
|
|
|
344
|
|
Other liabilities
|
16
|
|
|
(4
|
)
|
|
12
|
|
|
Year Ended December 31, 2012
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
605
|
|
|
(233
|
)
|
|
372
|
|
Pension and postretirement benefit expense
|
—
|
|
|
9
|
|
|
9
|
|
Pension and postretirement contributions
|
—
|
|
|
(288
|
)
|
|
(288
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
389
|
|
|
389
|
|
Deferred income taxes, net
|
(73
|
)
|
|
(102
|
)
|
|
(175
|
)
|
Other liabilities
|
(249
|
)
|
|
225
|
|
|
(24
|
)
|
|
Year Ended December 31, 2011
|
|||||||
|
Previous
Accounting
Method
|
|
Effect of
Change
|
|
As Reported
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
607
|
|
|
(180
|
)
|
|
427
|
|
Pension and postretirement benefit expense
|
—
|
|
|
30
|
|
|
30
|
|
Pension and postretirement contributions
|
—
|
|
|
(209
|
)
|
|
(209
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
—
|
|
|
306
|
|
|
306
|
|
Deferred income taxes, net
|
93
|
|
|
(108
|
)
|
|
(15
|
)
|
Other liabilities
|
(262
|
)
|
|
161
|
|
|
(101
|
)
|
•
|
Cash and cash equivalents
|
•
|
Inventories
|
•
|
Investments in marketable securities
|
•
|
Investments in affiliates
|
•
|
Property, plant and equipment, net
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Goodwill and other intangible assets
|
•
|
Financial instruments
|
•
|
Concentrations of credit risk
|
•
|
Allowance for doubtful accounts
|
•
|
Deferred financing costs
|
•
|
Environmental liabilities
|
•
|
Revenue recognition
|
•
|
Research and development
|
•
|
Insurance loss reserves
|
•
|
Income taxes
|
•
|
Functional and reporting currencies
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
(In $ millions)
|
|
Employee termination benefits
|
(6
|
)
|
Asset impairments
|
(3
|
)
|
Contract termination costs
|
(3
|
)
|
Total exit costs recorded to Other (charges) gains, net
|
(12
|
)
|
|
|
|
Gain (loss) on disposition of assets, net
|
(1
|
)
|
Other
|
(1
|
)
|
Total plant shutdown costs
|
(2
|
)
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
(In $ millions)
|
|
Employee termination benefits
|
(14
|
)
|
Asset impairments
|
(31
|
)
|
Contract termination costs
|
(30
|
)
|
Total exit costs recorded to Other (charges) gains, net
|
(75
|
)
|
|
|
|
Gain (loss) on disposition of assets, net
|
(1
|
)
|
Other
|
(2
|
)
|
Total plant shutdown costs
|
(3
|
)
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
Asset impairments
|
—
|
|
|
(8
|
)
|
|
—
|
|
Total exit costs recorded to Other (charges) gains, net
|
—
|
|
|
(13
|
)
|
|
(4
|
)
|
|
|
|
|
|
|
|||
Accelerated depreciation
|
—
|
|
|
(6
|
)
|
|
(7
|
)
|
Other
|
(3
|
)
|
|
(5
|
)
|
|
(3
|
)
|
Total plant shutdown costs
|
(3
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Mutual Funds
|
|
|
|
||
Amortized cost
|
41
|
|
|
53
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
41
|
|
|
53
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
876
|
|
|
836
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(9
|
)
|
Trade receivables - third party and affiliates, net
|
867
|
|
|
827
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
133
|
|
|
80
|
|
Reinsurance receivables
|
25
|
|
|
22
|
|
Income taxes receivable
|
23
|
|
|
53
|
|
Receivable from Mitsui venture (
Note 4
)
|
70
|
|
|
—
|
|
Other
|
92
|
|
|
55
|
|
Allowance for doubtful accounts - other
|
—
|
|
|
(1
|
)
|
Non-trade receivables, net
|
343
|
|
|
209
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Finished goods
|
571
|
|
|
514
|
|
Work-in-process
|
59
|
|
|
42
|
|
Raw materials and supplies
|
174
|
|
|
155
|
|
Total
|
804
|
|
|
711
|
|
|
Ownership
as of
December 31,
|
|
Carrying
Value as of
December 31,
|
|
Share of
Earnings (Loss) Year Ended
December 31,
|
|
Dividends and
Other Distributions Year Ended
December 31,
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
68
|
|
|
55
|
|
|
111
|
|
|
130
|
|
|
112
|
|
|
(97
|
)
|
|
(126
|
)
|
|
(111
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
95
|
|
|
92
|
|
|
8
|
|
|
9
|
|
|
7
|
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
154
|
|
|
153
|
|
|
15
|
|
|
19
|
|
|
23
|
|
|
(19
|
)
|
|
(23
|
)
|
|
(22
|
)
|
Polyplastics Co., Ltd.
(3)
|
45
|
|
45
|
|
151
|
|
|
138
|
|
|
14
|
|
|
32
|
|
|
19
|
|
|
—
|
|
|
(81
|
)
|
|
(45
|
)
|
Una SA
(1)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
39
|
|
42
|
|
|
36
|
|
|
10
|
|
|
9
|
|
|
10
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(3
|
)
|
InfraServ GmbH & Co. Hoechst KG
(4)
|
32
|
|
32
|
|
159
|
|
|
143
|
|
|
17
|
|
|
38
|
|
|
16
|
|
|
(9
|
)
|
|
(18
|
)
|
|
(16
|
)
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
27
|
|
22
|
|
|
22
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(2)
|
10
|
|
10
|
|
5
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
696
|
|
|
644
|
|
|
180
|
|
|
242
|
|
|
192
|
|
|
(141
|
)
|
|
(262
|
)
|
|
(205
|
)
|
(1)
|
The Company divested this investment in March 2011.
|
(2)
|
The Company accounts for its ownership interest in Sherbrooke Capital Health and Wellness, L.P. under the equity method of accounting because the Company is able to exercise significant influence.
|
(3)
|
During the year ended December 31, 2012, the Company amended its existing joint venture and other related agreements with Polyplastics Co., Ltd. The amended agreements, among other items, modified certain dividend rights, resulting in a net cash dividend payment to the Company of
$72 million
during the three months ended March 31, 2012.
|
(4)
|
InfraServ GmbH & Co. Hoechst KG is owned primarily by an entity included in the Company's Other Activities. The Company's Consumer Specialties segment and Acetyl Intermediates segment also each hold an ownership percentage. During the year ended December 31, 2012, a subsidiary of InfraServ GmbH & Co. Hoechst KG restructured its debt resulting in additional net earnings of affiliates of
$22 million
attributable to the Company.
|
|
Ownership
as of
December 31,
|
|
Carrying
Value as of
December 31,
|
|
Dividend
Income for the Year Ended
December 31,
|
|||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2011
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
13
|
|
|
13
|
|
|
12
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
106
|
|
|
106
|
|
|
68
|
|
|
59
|
|
|
56
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
11
|
|
|
11
|
|
|
10
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
6
|
|
|
6
|
|
|
1
|
|
|
2
|
|
|
2
|
|
Other
(1)
|
|
|
|
|
5
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
145
|
|
|
156
|
|
|
93
|
|
|
85
|
|
|
80
|
|
(1)
|
The Company's Hoechst Italia SpA investment of
$9 million
was liquidated during the three months ended June 30, 2013 resulting in a gain of
$2 million
included in Other income (expense), net in the consolidated statements of operations. The Company's Complejo Industrial Taqsa A.I.E. investment was impaired during the three months ended
December 31, 2013
as a result of the closure of the Company's Tarragona, Spain VAM facility (
Note 4
). An impairment loss of
$2 million
is included in Other income (expense), net in the consolidated statements of operations.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
31
|
|
|
11
|
|
Total due from affiliates
|
31
|
|
|
11
|
|
|
|
|
|
||
Short-term borrowings
|
26
|
|
|
36
|
|
Trade payables
|
24
|
|
|
9
|
|
Current Other liabilities
|
6
|
|
|
6
|
|
Total due to affiliates
|
56
|
|
|
51
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Land
|
45
|
|
|
49
|
|
Land improvements
|
44
|
|
|
45
|
|
Buildings and building improvements
|
692
|
|
|
675
|
|
Machinery and equipment
|
3,965
|
|
|
3,760
|
|
Construction in progress
|
351
|
|
|
327
|
|
Gross asset value
|
5,097
|
|
|
4,856
|
|
Accumulated depreciation
|
(1,672
|
)
|
|
(1,506
|
)
|
Net book value
|
3,425
|
|
|
3,350
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Buildings
|
17
|
|
|
34
|
|
Machinery and equipment
|
297
|
|
|
290
|
|
Accumulated depreciation
|
(110
|
)
|
|
(122
|
)
|
Net book value
|
204
|
|
|
202
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
9
|
|
|
7
|
|
|
4
|
|
Depreciation expense
|
280
|
|
|
261
|
|
|
232
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
294
|
|
|
246
|
|
|
35
|
|
|
185
|
|
|
760
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Exchange rate changes
|
3
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
10
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
6
|
|
|
5
|
|
|
1
|
|
|
9
|
|
|
21
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net book value
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
32
|
|
|
513
|
|
|
27
|
|
|
24
|
|
|
596
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|
15
|
|
|
Exchange rate changes
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
As of December 31, 2012
|
32
|
|
|
525
|
|
|
30
|
|
|
32
|
|
|
619
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
(1)
|
Exchange rate changes
|
1
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
As of December 31, 2013
|
33
|
|
|
544
|
|
|
30
|
|
|
39
|
|
|
646
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2011
|
(13
|
)
|
|
(433
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(478
|
)
|
|
Amortization
|
(3
|
)
|
|
(40
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(51
|
)
|
|
Exchange rate changes
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
As of December 31, 2012
|
(16
|
)
|
|
(480
|
)
|
|
(17
|
)
|
|
(23
|
)
|
|
(536
|
)
|
|
Amortization
|
(3
|
)
|
|
(23
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(32
|
)
|
|
Exchange rate changes
|
(1
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
As of December 31, 2013
|
(20
|
)
|
|
(521
|
)
|
|
(21
|
)
|
|
(25
|
)
|
|
(587
|
)
|
|
Net book value
|
13
|
|
|
23
|
|
|
9
|
|
|
14
|
|
|
59
|
|
|
(1)
|
Weighted average amortization period of intangible assets acquired was
29 years
.
|
|
Trademarks
and Trade Names
|
|
|
(In $ millions)
|
|
Gross Asset Value
|
|
|
As of December 31, 2011
|
79
|
|
Acquisitions (
Note 4
)
|
2
|
|
Accumulated impairment losses
|
—
|
|
Exchange rate changes
|
1
|
|
As of December 31, 2012
|
82
|
|
Acquisitions
|
—
|
|
Accumulated impairment losses
|
(1
|
)
|
Exchange rate changes
|
2
|
|
As of December 31, 2013
|
83
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Salaries and benefits
|
96
|
|
|
74
|
|
Environmental (
Note 15
)
|
30
|
|
|
21
|
|
Restructuring (
Note 17
)
|
60
|
|
|
30
|
|
Insurance
|
14
|
|
|
15
|
|
Asset retirement obligations
|
29
|
|
|
38
|
|
Derivatives (
Note 21
)
|
12
|
|
|
23
|
|
Current portion of benefit obligations (
Note 14
)
|
78
|
|
|
47
|
|
Interest
|
24
|
|
|
23
|
|
Sales and use tax/foreign withholding tax payable
|
12
|
|
|
17
|
|
Uncertain tax positions (
Note 18
)
|
64
|
|
|
65
|
|
Customer rebates
|
48
|
|
|
44
|
|
Other
|
74
|
|
|
78
|
|
Total
|
541
|
|
|
475
|
|
(1)
|
Proceeds received from the Frankfurt, Germany Airport as part of a settlement for the Company to cease operations and sell its Kelsterbach, Germany manufacturing site, included in the Advanced Engineered Materials segment, were recognized during the three months ended
December 31, 2013
(
Note 27
).
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
64
|
|
|
64
|
|
|
77
|
|
Additions
(1)
|
5
|
|
|
3
|
|
|
—
|
|
Accretion
|
2
|
|
|
3
|
|
|
3
|
|
Payments
|
(23
|
)
|
|
(12
|
)
|
|
(10
|
)
|
Revisions to cash flow estimates
(2)
|
(2
|
)
|
|
5
|
|
|
(5
|
)
|
Exchange rate changes
|
1
|
|
|
1
|
|
|
(1
|
)
|
Balance at end of year
|
47
|
|
|
64
|
|
|
64
|
|
(1)
|
Primarily relates to sites which management no longer considers to have an indeterminate life.
|
(2)
|
Primarily relates to revisions to the estimated cost and timing of future obligations.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
24
|
|
|
60
|
|
Short-term borrowings, including amounts due to affiliates
|
103
|
|
|
108
|
|
Accounts receivable securitization facility
|
50
|
|
|
—
|
|
Total
|
177
|
|
|
168
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C loan due 2016
|
—
|
|
|
977
|
|
Senior credit facilities - Term C-2 loan due 2016
|
978
|
|
|
—
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
600
|
|
|
600
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
500
|
|
Credit-linked revolving facility due 2014, interest rate of 1.8%
|
—
|
|
|
50
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 5.7% to 6.7%
|
169
|
|
|
182
|
|
Obligations under capital leases due at various dates through 2054
|
264
|
|
|
244
|
|
Other bank obligations
|
—
|
|
|
37
|
|
Subtotal
|
2,911
|
|
|
2,990
|
|
Current installments of long-term debt
|
(24
|
)
|
|
(60
|
)
|
Total
|
2,887
|
|
|
2,930
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Interest expense
|
5
|
|
|
4
|
|
|
4
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Noncurrent Other assets
|
27
|
|
|
30
|
|
|
As of December 31, 2013
|
||||
|
Estimated Total Net
Leverage Ratio |
|
Estimated
Margin
|
||
Credit-linked revolving facility
|
1.54
|
|
|
1.50
|
%
|
Total Net Leverage Ratio
|
|
Margin over LIBOR or EURIBOR
|
< = 2.25
|
|
1.50 %
|
> 2.25
|
|
1.75 %
|
As of December 31, 2013
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
|||
3.90
|
|
|
0.88
|
|
|
1.38
|
|
|
As of
December 31, 2013 |
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
600
|
|
Credit-Linked Revolving Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
23
|
|
Available for borrowing
|
—
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
50
|
|
Letters of credit issued
|
61
|
|
Available for borrowing
|
18
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, any underfunding may be borne by the remaining participants, especially since regulations strictly enforce funding requirements.
|
•
|
If the Company chooses to stop participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
19
|
|
|
17
|
|
|
15
|
|
Multiemployer pension plan
|
8
|
|
|
6
|
|
|
6
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
4,199
|
|
|
3,761
|
|
|
292
|
|
|
281
|
|
Service cost
|
34
|
|
|
28
|
|
|
2
|
|
|
1
|
|
Interest cost
|
154
|
|
|
170
|
|
|
9
|
|
|
11
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
23
|
|
|
22
|
|
Plan amendments
|
(1
|
)
|
|
—
|
|
|
(92
|
)
|
|
4
|
|
Net actuarial (gain) loss
(1)
|
(119
|
)
|
|
466
|
|
|
(37
|
)
|
|
12
|
|
Settlements
|
(172
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
Benefits paid
|
(244
|
)
|
|
(242
|
)
|
|
(43
|
)
|
|
(46
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Curtailments
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
6
|
|
|
16
|
|
|
(1
|
)
|
|
1
|
|
Other
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
3,799
|
|
|
4,199
|
|
|
136
|
|
|
292
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,896
|
|
|
2,562
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
171
|
|
|
294
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
59
|
|
|
270
|
|
|
43
|
|
|
24
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
23
|
|
|
22
|
|
Settlements
|
(173
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
Benefits paid
(4)
|
(244
|
)
|
|
(242
|
)
|
|
(43
|
)
|
|
(46
|
)
|
Exchange rate changes
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
2,709
|
|
|
2,896
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(1,090
|
)
|
|
(1,303
|
)
|
|
(136
|
)
|
|
(292
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
11
|
|
|
26
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(23
|
)
|
|
(23
|
)
|
|
(55
|
)
|
|
(24
|
)
|
Benefit obligations
|
(1,078
|
)
|
|
(1,306
|
)
|
|
(81
|
)
|
|
(268
|
)
|
Net amount recognized
|
(1,090
|
)
|
|
(1,303
|
)
|
|
(136
|
)
|
|
(292
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(2)
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
(3)
|
(3
|
)
|
|
6
|
|
|
(75
|
)
|
|
4
|
|
Net amount recognized
|
6
|
|
|
15
|
|
|
(75
|
)
|
|
4
|
|
(1)
|
Primarily relates to change in discount rates.
|
(2)
|
Amount includes accumulated other comprehensive losses of
$9 million
and
$9 million
as of
December 31, 2013
and
2012
, respectively, related to the pension plans of the Company's equity method investments.
|
(3)
|
Amount shown net of an income tax expense of
$26 million
and income tax benefit of
$4 million
as of
December 31, 2013
and
2012
, respectively, in the consolidated statements of equity (
Note 16
).
|
(4)
|
Includes benefit payments to nonqualified pension plans of
$22 million
and
$22 million
as of
December 31, 2013
and
2012
, respectively.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
3,749
|
|
|
3,986
|
|
Fair value of plan assets
|
2,648
|
|
|
2,657
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,715
|
|
|
3,881
|
|
Fair value of plan assets
|
2,633
|
|
|
2,654
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,778
|
|
|
4,096
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
34
|
|
|
28
|
|
|
28
|
|
|
2
|
|
|
1
|
|
|
1
|
|
Interest cost
|
154
|
|
|
170
|
|
|
182
|
|
|
9
|
|
|
11
|
|
|
13
|
|
Expected return on plan assets
|
(223
|
)
|
|
(204
|
)
|
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost
|
1
|
|
|
2
|
|
|
1
|
|
|
(12
|
)
|
|
1
|
|
|
—
|
|
Recognized actuarial (gain) loss
|
(67
|
)
|
|
377
|
|
|
293
|
|
|
(37
|
)
|
|
12
|
|
|
13
|
|
Curtailment (gain) loss
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
(153
|
)
|
|
373
|
|
|
309
|
|
|
(38
|
)
|
|
25
|
|
|
27
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Prior service cost
|
—
|
|
|
(78
|
)
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
41
|
|
|
53
|
|
Noncurrent Other assets, consisting of insurance contracts
|
62
|
|
|
66
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
22
|
|
Benefit obligations
|
247
|
|
|
264
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Total
|
6
|
|
|
17
|
|
|
18
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
4.7
|
|
3.8
|
|
4.3
|
|
3.4
|
International plans
|
3.7
|
|
3.6
|
|
4.5
|
|
3.8
|
Combined
|
4.6
|
|
3.8
|
|
4.4
|
|
3.5
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
3.0
|
|
4.0
|
|
|
|
|
International plans
|
2.8
|
|
2.9
|
|
|
|
|
Combined
|
3.0
|
|
3.8
|
|
|
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.8
|
|
4.6
|
|
5.3
|
|
3.4
|
|
4.3
|
|
4.9
|
International plans
|
3.6
|
|
4.7
|
|
5.1
|
|
3.8
|
|
4.0
|
|
5.0
|
Combined
|
3.8
|
|
4.6
|
|
5.3
|
|
3.5
|
|
4.3
|
|
4.9
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
8.5
|
|
8.5
|
|
8.5
|
|
|
|
|
|
|
International plans
|
5.8
|
|
6.0
|
|
6.0
|
|
|
|
|
|
|
Combined
|
8.0
|
|
8.1
|
|
8.1
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.0
|
|
4.0
|
|
4.0
|
|
|
|
|
|
|
International plans
|
2.9
|
|
2.9
|
|
2.7
|
|
|
|
|
|
|
Combined
|
3.8
|
|
3.8
|
|
3.6
|
|
|
|
|
|
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
7
|
|
|
8
|
|
Service and interest cost
|
—
|
|
|
1
|
|
|
US
Plans
|
|
International
Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
53
|
|
71
|
Equities - domestic to plans
|
26
|
|
20
|
Equities - international to plans
|
20
|
|
3
|
Other
|
1
|
|
6
|
Total
|
100
|
|
100
|
|
Fair Value Measurement
|
||||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
As of December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
8
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
15
|
|
Common/collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
—
|
|
|
51
|
|
|
55
|
|
|
51
|
|
|
55
|
|
Equities
|
—
|
|
|
—
|
|
|
179
|
|
|
176
|
|
|
179
|
|
|
176
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
49
|
|
|
10
|
|
|
49
|
|
|
10
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
US companies
|
462
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
462
|
|
|
359
|
|
International companies
|
426
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|
450
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
Corporate debt
|
—
|
|
|
—
|
|
|
855
|
|
|
822
|
|
|
855
|
|
|
822
|
|
Treasuries, other debt
|
4
|
|
|
102
|
|
|
390
|
|
|
349
|
|
|
394
|
|
|
451
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
26
|
|
|
31
|
|
|
26
|
|
|
31
|
|
Registered investment companies
|
—
|
|
|
—
|
|
|
124
|
|
|
278
|
|
|
124
|
|
|
278
|
|
Securities lending collateral
|
6
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
10
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
131
|
|
|
229
|
|
|
131
|
|
|
229
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
34
|
|
|
31
|
|
|
34
|
|
|
31
|
|
Other
|
15
|
|
|
22
|
|
|
8
|
|
|
8
|
|
|
23
|
|
|
30
|
|
Total investments, at fair value
|
921
|
|
|
958
|
|
|
1,848
|
|
|
1,992
|
|
|
2,769
|
|
|
2,950
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
48
|
|
|
10
|
|
|
48
|
|
|
10
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Obligations under securities lending
|
6
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
10
|
|
Total liabilities
|
6
|
|
|
10
|
|
|
49
|
|
|
10
|
|
|
55
|
|
|
20
|
|
Total net assets
(1)
|
915
|
|
|
948
|
|
|
1,799
|
|
|
1,982
|
|
|
2,714
|
|
|
2,930
|
|
(1)
|
Total net assets excludes non-financial plan receivables and payables of
$26 million
and
$31 million
, respectively, as of
December 31, 2013
and
$29 million
and
$63 million
, respectively, as of
December 31, 2012
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
|
|
Postretirement Benefit
|
|||||
|
Pension
Benefit
Payments
(1)
|
|
Company
Portion of
Benefit Cost
(2)
|
|
Expected
Federal
Subsidy
|
|||
|
(In $ millions)
|
|||||||
2014
|
231
|
|
|
68
|
|
(3)
|
2
|
|
2015
|
232
|
|
|
5
|
|
|
—
|
|
2016
|
232
|
|
|
5
|
|
|
—
|
|
2017
|
234
|
|
|
6
|
|
|
—
|
|
2018
|
236
|
|
|
6
|
|
|
—
|
|
2019-2023
|
1,212
|
|
|
27
|
|
|
—
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
(2)
|
Payments are expected to be made primarily from Company assets.
|
(3)
|
Includes
$49 million
of expected lump-sum buyout payments to US non-union individuals in connection with the elimination of US postretirement health care benefits.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Long-term disability
|
10
|
|
|
22
|
|
Other
|
6
|
|
|
6
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Capital expenditures
|
90
|
|
|
40
|
|
|
30
|
|
Other expenditures
(1)
|
49
|
|
|
45
|
|
|
41
|
|
(1)
|
Includes expenditures for US Superfund sites of
$2 million
,
$2 million
and
$2 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Cost of sales
|
9
|
|
|
10
|
|
|
2
|
|
Selling, general and administrative expenses
|
1
|
|
|
3
|
|
|
6
|
|
|
As of December 31, 2013
|
|||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
|
(In percentages)
|
|
(In $ millions)
|
|||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
10
|
|
17
|
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
22
|
|
1
|
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
79
|
|
(1)
|
Gross reserves maintained by the respective InfraServ entity.
|
|
Increase
|
|
Quarterly Common
Stock Cash Dividend
|
|
Annual Common
Stock Cash Dividend
|
|
Effective Date
|
||
|
(In percentages)
|
|
(In $ per share)
|
|
|
||||
April 2011
|
20
|
|
0.060
|
|
|
0.24
|
|
|
August 2011
|
April 2012
|
25
|
|
0.075
|
|
|
0.30
|
|
|
August 2012
|
April 2013
|
20
|
|
0.090
|
|
|
0.36
|
|
|
May 2013
|
July 2013
|
100
|
|
0.180
|
|
|
0.72
|
|
|
August 2013
|
|
Authorized
Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
As of December 31, 2013
|
893
|
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2013 |
|
||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
|||||||||
Shares repurchased
|
3,186,180
|
|
(1)
|
1,059,719
|
|
(1)
|
652,016
|
|
|
16,328,707
|
|
(2)
|
||||
Average purchase price per share
|
$
|
51.38
|
|
|
$
|
42.44
|
|
|
$
|
46.99
|
|
|
$
|
40.72
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
164
|
|
|
$
|
45
|
|
|
$
|
31
|
|
|
$
|
665
|
|
|
(1)
|
The years ended
December 31, 2013
and
2012
exclude
6,021
shares and
5,823
shares, respectively, withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock awards. Restricted stock awards are considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.
|
(2)
|
Excludes
11,844
shares withheld from an executive officer to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock awards.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|
Gross
Amount
|
|
Income
Tax
(Provision)
Benefit
|
|
Net
Amount
|
|||||||||
|
(In $ millions)
|
|||||||||||||||||||||||||
Unrealized gain (loss) on marketable securities
|
1
|
|
(1)
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
55
|
|
|
(35
|
)
|
|
20
|
|
|
13
|
|
|
(8
|
)
|
|
5
|
|
|
(29
|
)
|
|
2
|
|
|
(27
|
)
|
Gain (loss) on interest rate swaps
|
9
|
|
|
(3
|
)
|
|
6
|
|
|
10
|
|
(2)
|
(3
|
)
|
|
7
|
|
|
37
|
|
(3)
|
(10
|
)
|
|
27
|
|
Pension and postretirement benefits
|
88
|
|
|
(30
|
)
|
|
58
|
|
|
(12
|
)
|
(4)
|
1
|
|
|
(11
|
)
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
Total
|
153
|
|
|
(68
|
)
|
|
85
|
|
|
11
|
|
|
(10
|
)
|
|
1
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
(1)
|
Amount includes
$1 million
of unrealized gains associated with the Company's equity method investments' marketable securities.
|
(2)
|
Amount includes
$2 million
of gains associated with the Company's equity method investments' derivative activity.
|
(3)
|
Amount includes
$2 million
of gains associated with the Company's equity method investments' derivative activity.
|
(4)
|
Amount includes amortization of actuarial losses of
$10 million
related to the Company's equity method investments' pension plans.
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
(
Note 5
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
on Interest
Rate Swaps
(
Note 21
)
|
|
Pension
and
Postretirement
Benefits
(
Note 14
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2010
|
(1
|
)
|
|
(1
|
)
|
|
(84
|
)
|
|
(4
|
)
|
|
(90
|
)
|
Current period change
|
—
|
|
|
(29
|
)
|
|
37
|
|
|
(2
|
)
|
|
6
|
|
Income tax (provision) benefit
|
—
|
|
|
2
|
|
|
(10
|
)
|
|
2
|
|
|
(6
|
)
|
As of December 31, 2011
|
(1
|
)
|
|
(28
|
)
|
|
(57
|
)
|
|
(4
|
)
|
|
(90
|
)
|
Current period change
|
—
|
|
|
13
|
|
|
10
|
|
|
(12
|
)
|
|
11
|
|
Income tax (provision) benefit
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
1
|
|
|
(10
|
)
|
As of December 31, 2012
|
(1
|
)
|
|
(23
|
)
|
|
(50
|
)
|
|
(15
|
)
|
|
(89
|
)
|
Other comprehensive income (loss) before reclassifications
|
1
|
|
|
55
|
|
|
(2
|
)
|
|
99
|
|
|
153
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
Income tax (provision) benefit
|
—
|
|
|
(35
|
)
|
|
(3
|
)
|
|
(30
|
)
|
|
(68
|
)
|
As of December 31, 2013
|
—
|
|
|
(3
|
)
|
|
(44
|
)
|
|
43
|
|
|
(4
|
)
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits
|
(23
|
)
|
|
(6
|
)
|
|
(22
|
)
|
Kelsterbach plant relocation (
Note 27
)
|
(13
|
)
|
|
(7
|
)
|
|
(47
|
)
|
Plumbing actions
|
—
|
|
|
5
|
|
|
6
|
|
Asset impairments
|
(81
|
)
|
|
(8
|
)
|
|
(1
|
)
|
Plant/office closures
|
(33
|
)
|
|
—
|
|
|
—
|
|
Commercial disputes
|
(8
|
)
|
|
2
|
|
|
15
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
Total
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
8
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
11
|
|
|
42
|
|
Additions
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
8
|
|
Cash payments
|
(2
|
)
|
|
(11
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(19
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Exchange rate changes
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
As of December 31, 2012
|
6
|
|
|
13
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
29
|
|
Additions
|
—
|
|
|
—
|
|
|
3
|
|
|
20
|
|
|
—
|
|
|
23
|
|
Cash payments
|
(2
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
(23
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
As of December 31, 2013
|
4
|
|
|
3
|
|
|
2
|
|
|
16
|
|
|
4
|
|
|
29
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Total
|
4
|
|
|
3
|
|
|
2
|
|
|
49
|
|
|
4
|
|
|
62
|
|
(1)
|
Includes aggregate earnings generated by operations in Bermuda, Luxembourg, the Netherlands and Hong Kong of
$275 million
,
$320 million
and
$317 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively, which have an aggregate effective income tax rate of
4.0%
,
5.6%
and
4.0%
for each year, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions, except percentages)
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
563
|
|
|
112
|
|
|
163
|
|
Change in valuation allowance
|
89
|
|
|
29
|
|
|
7
|
|
Equity income and dividends
|
(44
|
)
|
|
(31
|
)
|
|
(25
|
)
|
(Income) expense not resulting in tax impact, net
|
(33
|
)
|
|
(39
|
)
|
|
(16
|
)
|
US tax effect of foreign earnings and dividends
|
35
|
|
|
42
|
|
|
48
|
|
Foreign tax credits
|
(38
|
)
|
|
(187
|
)
|
|
(66
|
)
|
Other foreign tax rate differentials
|
(55
|
)
|
|
(2
|
)
|
|
(58
|
)
|
Legislative changes
|
(19
|
)
|
|
—
|
|
|
—
|
|
Tax-deductible interest on foreign equity investments and other related items
|
11
|
|
|
11
|
|
|
(3
|
)
|
State income taxes, net of federal benefit
|
11
|
|
|
4
|
|
|
4
|
|
Other, net
|
(12
|
)
|
|
6
|
|
|
(13
|
)
|
Income tax provision (benefit)
|
508
|
|
|
(55
|
)
|
|
41
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
32
|
%
|
|
(17)
|
%
|
|
9
|
%
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
374
|
|
|
579
|
|
Accrued expenses
|
139
|
|
|
58
|
|
Inventory
|
10
|
|
|
—
|
|
Net operating loss
|
563
|
|
|
398
|
|
Tax credit carryforwards
|
94
|
|
|
206
|
|
Other
|
165
|
|
|
370
|
|
Subtotal
|
1,345
|
|
|
1,611
|
|
Valuation allowance
(1)
|
(461
|
)
|
|
(399
|
)
|
Total
|
884
|
|
|
1,212
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
479
|
|
|
479
|
|
Investments in affiliates
|
142
|
|
|
83
|
|
Other
|
94
|
|
|
70
|
|
Total
|
715
|
|
|
632
|
|
Net deferred tax assets (liabilities)
|
169
|
|
|
580
|
|
(1)
|
Includes deferred tax asset valuation allowances primarily for the Company's deferred tax assets in the US, Luxembourg, France, Spain, China, Singapore, the United Kingdom and Germany, as well as other foreign jurisdictions. These valuation allowances relate primarily to net operating loss carryforward benefits and other net deferred tax assets, all of which may not be realizable.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
207
|
|
|
211
|
|
|
244
|
|
Increases in tax positions for the current year
|
17
|
|
|
6
|
|
|
—
|
|
Increases in tax positions for prior years
|
57
|
|
|
42
|
|
|
37
|
|
Decreases in tax positions for prior years
|
(32
|
)
|
|
(19
|
)
|
|
(54
|
)
|
Decreases due to settlements
|
(2
|
)
|
|
(33
|
)
|
|
(16
|
)
|
As of the end of the year
|
247
|
|
|
207
|
|
|
211
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
258
|
|
|
237
|
|
|
230
|
|
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations
|
4
|
|
|
6
|
|
|
(1
|
)
|
Total amount of interest expense and penalties recognized in the consolidated balance sheets
|
65
|
|
|
61
|
|
|
55
|
|
(1)
|
No RSUs remaining outstanding under the 2004 SIP.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
2
|
|
|
31
|
|
|
25
|
|
Amount reversed in current year related to prior year
|
—
|
|
|
1
|
|
|
9
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Risk-free interest rate
|
0.68
|
%
|
|
0.78
|
%
|
|
0.81
|
%
|
Estimated life in years
|
4.50
|
|
|
4.59
|
|
|
4.75
|
|
Dividend yield
|
0.64
|
%
|
|
0.70
|
%
|
|
0.60
|
%
|
Volatility
|
49.50
|
%
|
|
50.31
|
%
|
|
45.00
|
%
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||
|
(In thousands)
|
|
(In $)
|
|
(In years)
|
|
(In $ millions)
|
|||
As of December 31, 2012
|
823
|
|
|
29.93
|
|
|
4.4
|
|
12
|
|
Granted
|
8
|
|
|
46.87
|
|
|
|
|
|
|
Exercised
|
(284
|
)
|
|
30.77
|
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
As of December 31, 2013
|
547
|
|
|
29.75
|
|
|
3.6
|
|
14
|
|
Options exercisable at end of year
|
415
|
|
|
27.44
|
|
|
3.2
|
|
12
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $)
|
|||||||
Total
|
18.50
|
|
|
16.21
|
|
|
11.38
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Intrinsic value
|
6
|
|
|
110
|
|
|
20
|
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2012
|
429
|
|
|
42.22
|
|
Granted
|
540
|
|
|
47.30
|
|
Vested
|
(189
|
)
|
|
41.16
|
|
Canceled
|
(28
|
)
|
|
41.16
|
|
Forfeited
|
(19
|
)
|
|
46.29
|
|
As of December 31, 2013
|
733
|
|
|
46.18
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Total
|
10
|
|
|
12
|
|
|
14
|
|
|
Year Ended December 31,
|
||||||
|
2013
|
|
2012
|
|
2011
|
||
Risk-free interest rate
|
N/A
|
|
0.38
|
%
|
|
0.38
|
%
|
Dividend yield
|
N/A
|
|
0.00 - 4.37 %
|
|
|
0.00 - 4.37 %
|
|
Volatility
|
N/A
|
|
25 - 90 %
|
|
|
25 - 90 %
|
|
|
Employee Time-Based RSUs
|
|
Director Time-Based RSUs
|
|||||||||
|
Number of
Units
|
|
|
Weighted
Average
Fair Value
|
|
Number of
Units
|
|
Weighted
Average
Fair Value
|
||||
|
(In thousands)
|
|
|
(In $)
|
|
(In thousands)
|
|
(In $)
|
||||
As of December 31, 2012
|
431
|
|
|
|
34.41
|
|
|
16
|
|
|
47.48
|
|
Granted
|
25
|
|
|
|
49.56
|
|
|
16
|
|
|
48.51
|
|
Vested
|
(211
|
)
|
|
|
33.79
|
|
|
(16
|
)
|
|
47.48
|
|
Forfeited
|
(20
|
)
|
|
|
30.39
|
|
|
—
|
|
|
—
|
|
As of December 31, 2013
|
225
|
|
(1)
|
|
37.02
|
|
|
16
|
|
|
48.51
|
|
(1)
|
Includes
66,108
of restricted stock awards granted to the Company's Chief Executive Officer on April 5, 2012, of which
22,013
and
22,013
vested on October 1, 2012 and April 5, 2013, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Total
|
12
|
|
|
13
|
|
|
7
|
|
|
Year Ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
|
(In percentages)
|
||||
Holding period discount
|
N/A
|
|
30
|
|
30
|
|
As of December 31, 2013
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2014
|
46
|
|
2015
|
46
|
|
2016
|
48
|
|
2017
|
48
|
|
2018
|
48
|
|
Later years
|
294
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
530
|
|
Less amounts representing interest
|
(266
|
)
|
Present value of net minimum lease obligations
|
264
|
|
|
As of December 31, 2013
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2014
|
63
|
|
2015
|
55
|
|
2016
|
48
|
|
2017
|
29
|
|
2018
|
26
|
|
Later years
|
189
|
|
Sublease income
|
(12
|
)
|
Minimum lease commitments
|
398
|
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
(1)
|
Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (
Note 13
).
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Hedging activities - Interest expense
|
(11
|
)
|
|
(14
|
)
|
|
(55
|
)
|
Ineffective portion - Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Total
|
869
|
|
|
902
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
|
||||||||||||
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized
in Earnings
(Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized
in Earnings
(Loss)
|
|
Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
|
|
Gain (Loss)
Recognized
in Earnings
(Loss)
|
|
||||||
|
(In $ millions)
|
|||||||||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
(2
|
)
|
(1)
|
(11
|
)
|
(2)
|
(12
|
)
|
(3)
|
(14
|
)
|
(2)
|
(24
|
)
|
(4)
|
(55
|
)
|
(2)
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
(5)
|
—
|
|
|
(4
|
)
|
(5)
|
Foreign currency forwards and swaps
|
—
|
|
|
(23
|
)
|
(6)
|
—
|
|
|
(6
|
)
|
(6)
|
—
|
|
|
16
|
|
(6)
|
Total
|
(2
|
)
|
|
(34
|
)
|
|
(12
|
)
|
|
(26
|
)
|
|
(24
|
)
|
|
(43
|
)
|
|
(1)
|
Amount excludes
$3 million
of tax expense recognized in Other comprehensive income (loss).
|
(2)
|
Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the consolidated statements of operations.
|
(3)
|
Amount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$3 million
of tax expense recognized in Other comprehensive income (loss).
|
(4)
|
Amount excludes
$2 million
of gains associated with the Company’s equity method investments’ derivative activity and
$10 million
of tax expense recognized in Other comprehensive income (loss).
|
(5)
|
Included in Interest expense in the consolidated statements of operations.
|
(6)
|
Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the consolidated statements of operations.
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
1
|
|
|
2
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
1
|
|
|
2
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2013
|
|
2012
|
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
16
|
|
|
32
|
|
Gross amount offset in the consolidated balance sheets
|
1
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
15
|
|
|
31
|
|
Gross amount not offset in the consolidated balance sheets
|
1
|
|
|
2
|
|
Net amount
|
14
|
|
|
29
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
||||||||||||
|
|
|
As of December 31,
|
||||||||||||||||
|
Balance Sheet Classification
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
|
|
(In $ millions)
|
|
|
||||||||||||||
Mutual funds
|
Marketable securities, at fair value
|
|
41
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
53
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
Current Other assets
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
Total assets
|
|
41
|
|
|
53
|
|
|
1
|
|
|
2
|
|
|
42
|
|
|
55
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|
(10
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|
(7
|
)
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
Interest rate swaps
|
Noncurrent Other liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Foreign currency forwards and swaps
|
Current Other liabilities
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
(8
|
)
|
Total liabilities
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(31
|
)
|
|
(15
|
)
|
|
(31
|
)
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying
Amount
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
145
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
62
|
|
|
66
|
|
|
62
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
66
|
|
Long-term debt, including current installments of long-term debt
|
2,911
|
|
|
2,990
|
|
|
2,747
|
|
|
2,886
|
|
|
264
|
|
|
244
|
|
|
3,011
|
|
|
3,130
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
As of December 31,
|
|||
|
2013
|
|
2012
|
|
|
(In $ millions)
|
|||
Property, plant and equipment, net
|
111
|
|
|
118
|
|
|
|
|
|
Trade payables
|
49
|
|
|
41
|
Current installments of long-term debt
|
8
|
|
|
7
|
Long-term debt
|
136
|
|
|
140
|
Total
|
193
|
|
|
188
|
|
|
|
|
|
Maximum exposure to loss
|
311
|
|
|
273
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Taxes paid, net of refunds
|
129
|
|
|
64
|
|
|
94
|
|
Interest paid, net of amounts capitalized
|
166
|
|
|
189
|
|
|
226
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
28
|
|
|
7
|
|
|
38
|
|
Accrued capital expenditures
|
38
|
|
|
(22
|
)
|
|
15
|
|
Asset retirement obligations
|
9
|
|
|
8
|
|
|
(2
|
)
|
Accrued Kelsterbach capital expenditures
|
(2
|
)
|
|
(14
|
)
|
|
(33
|
)
|
Accrued acquisition of intangible assets
|
—
|
|
|
(2
|
)
|
|
—
|
|
Lease incentives
|
3
|
|
|
6
|
|
|
3
|
|
Capital expenditure reimbursement
|
(70
|
)
|
|
—
|
|
|
—
|
|
•
|
Advanced Engineered Materials
|
•
|
Consumer Specialties
|
•
|
Industrial Specialties
|
•
|
Acetyl Intermediates
|
•
|
Other Activities
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
Activities
|
|
Eliminations
|
|
Consolidated
|
|
|||||||
|
(In $ millions)
|
||||||||||||||||||||
|
Year Ended December 31, 2013
|
|
|||||||||||||||||||
Net sales
|
1,352
|
|
|
1,214
|
|
(1)
|
1,155
|
|
|
3,241
|
|
(1)
|
—
|
|
|
(452
|
)
|
|
6,510
|
|
|
Other (charges) gains, net
|
(13
|
)
|
|
—
|
|
|
(4
|
)
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
Operating profit (loss)
|
904
|
|
|
346
|
|
|
64
|
|
|
153
|
|
|
41
|
|
|
—
|
|
|
1,508
|
|
|
Equity in net earnings (loss) of affiliates
|
148
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
24
|
|
|
—
|
|
|
180
|
|
|
Depreciation and amortization
|
110
|
|
|
41
|
|
|
52
|
|
|
86
|
|
|
16
|
|
|
—
|
|
|
305
|
|
|
Capital expenditures
|
67
|
|
|
116
|
|
|
33
|
|
|
184
|
|
|
8
|
|
|
—
|
|
|
408
|
|
(3)
|
|
As of December 31, 2013
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
368
|
|
|
278
|
|
|
60
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
940
|
|
|
Total assets
|
2,643
|
|
|
1,478
|
|
|
1,002
|
|
|
2,333
|
|
|
1,562
|
|
|
—
|
|
|
9,018
|
|
|
|
Year Ended December 31, 2012
|
|
|||||||||||||||||||
Net sales
|
1,261
|
|
|
1,186
|
|
(1)
|
1,184
|
|
|
3,231
|
|
(1)
|
—
|
|
|
(444
|
)
|
|
6,418
|
|
|
Other (charges) gains, net
|
(2
|
)
|
|
(4
|
)
|
(2)
|
—
|
|
|
—
|
|
|
(8
|
)
|
(2)
|
—
|
|
|
(14
|
)
|
|
Operating profit (loss)
|
95
|
|
|
251
|
|
|
86
|
|
|
269
|
|
|
(526
|
)
|
|
—
|
|
|
175
|
|
|
Equity in net earnings (loss) of affiliates
|
190
|
|
|
6
|
|
|
—
|
|
|
11
|
|
|
35
|
|
|
—
|
|
|
242
|
|
|
Depreciation and amortization
|
113
|
|
|
45
|
|
|
55
|
|
|
80
|
|
|
15
|
|
|
—
|
|
|
308
|
|
|
Capital expenditures
|
51
|
|
|
65
|
|
|
38
|
|
|
169
|
|
|
16
|
|
|
—
|
|
|
339
|
|
(3)
|
|
As of December 31, 2012
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
372
|
|
|
276
|
|
|
65
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|
Total assets
|
2,703
|
|
|
1,296
|
|
|
963
|
|
|
2,238
|
|
|
1,800
|
|
|
—
|
|
|
9,000
|
|
|
|
Year Ended December 31, 2011
|
|
|||||||||||||||||||
Net sales
|
1,298
|
|
|
1,161
|
|
(1)
|
1,223
|
|
|
3,551
|
|
(1)
|
1
|
|
|
(471
|
)
|
|
6,763
|
|
|
Other (charges) gains, net
|
(49
|
)
|
|
(3
|
)
|
|
—
|
|
|
14
|
|
|
(10
|
)
|
|
—
|
|
|
(48
|
)
|
|
Operating profit (loss)
|
79
|
|
|
229
|
|
|
102
|
|
|
458
|
|
|
(466
|
)
|
|
—
|
|
|
402
|
|
|
Equity in net earnings (loss) of affiliates
|
161
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
24
|
|
|
—
|
|
|
192
|
|
|
Depreciation and amortization
|
100
|
|
|
44
|
|
|
45
|
|
|
96
|
|
|
13
|
|
|
—
|
|
|
298
|
|
|
Capital expenditures
|
64
|
|
|
92
|
|
|
71
|
|
|
122
|
|
|
15
|
|
|
—
|
|
|
364
|
|
(3)
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of
$448 million
and
$4 million
, respectively, for the year ended
December 31, 2013
;
$440 million
and
$4 million
, respectively, for the year ended
December 31, 2012
; and
$468 million
and
$3 million
, respectively, for the year ended
December 31, 2011
.
|
(2)
|
Includes
$9 million
of insurance recoveries received from the Company's captive insurance companies related to the Narrows, Virginia facility that eliminates in consolidation.
|
(3)
|
Excludes expenditures related to the relocation of the Company’s POM operations in Germany (
Note 27
) and includes an increase in accrued capital expenditures of
$38 million
for the year ended
December 31, 2013
, a decrease of
$22 million
for the year ended
December 31, 2012
and an increase of
$15 million
for the year ended
December 31, 2011
.
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions)
|
|||||||
Belgium
|
525
|
|
|
504
|
|
|
461
|
|
Canada
|
249
|
|
|
284
|
|
|
323
|
|
China
|
863
|
|
|
733
|
|
|
667
|
|
Germany
|
2,049
|
|
|
2,082
|
|
|
2,328
|
|
Mexico
|
256
|
|
|
257
|
|
|
241
|
|
Singapore
|
578
|
|
|
561
|
|
|
722
|
|
US
|
1,808
|
|
|
1,811
|
|
|
1,772
|
|
Other
|
182
|
|
|
186
|
|
|
249
|
|
Total
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
1,101
|
|
|
376
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(4
|
)
|
|
1
|
|
Net earnings (loss)
|
1,101
|
|
|
372
|
|
|
427
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
158,801,150
|
|
|
158,359,914
|
|
|
156,226,526
|
|
Dilutive stock options
|
227,624
|
|
|
848,439
|
|
|
1,930,072
|
|
Dilutive RSUs
|
305,445
|
|
|
622,433
|
|
|
813,685
|
|
Weighted average shares - diluted
|
159,334,219
|
|
|
159,830,786
|
|
|
158,970,283
|
|
|
Year Ended December 31,
|
|
Total From
Inception Through December 31, 2013 |
||||||||
|
2013
|
|
2012
|
|
2011
|
|
|||||
|
(In $ millions)
|
||||||||||
Deferred proceeds
(1)
|
—
|
|
|
—
|
|
|
158
|
|
|
907
|
|
Costs expensed
|
13
|
|
|
7
|
|
|
47
|
|
|
126
|
|
Costs capitalized
(2)
|
5
|
|
|
35
|
|
|
171
|
|
|
1,132
|
|
Lease buyout
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
Employee termination benefits
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
Gain on disposition
(3)
|
742
|
|
|
—
|
|
|
—
|
|
|
742
|
|
(1)
|
Included in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt.
|
(2)
|
Includes a decrease in accrued capital expenditures of
$2 million
,
$14 million
and
$33 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
(3)
|
Upon transfer of title to the land and buildings to Fraport during the three months ended
December 31, 2013
, deferred proceeds of
€651 million
were recognized in Gain (loss) on disposition of businesses and assets, net in the consolidated statements of operations. Such proceeds were reduced by assets of
€6 million
included in Property, plant and equipment, net and
€104 million
included in noncurrent Other assets in the consolidated balance sheets.
|
|
Year Ended December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,799
|
|
|
4,911
|
|
|
(1,200
|
)
|
|
6,510
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,827
|
)
|
|
(4,531
|
)
|
|
1,213
|
|
|
(5,145
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
972
|
|
|
380
|
|
|
13
|
|
|
1,365
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
53
|
|
|
(364
|
)
|
|
—
|
|
|
(311
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(21
|
)
|
|
—
|
|
|
(32
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
(32
|
)
|
|
—
|
|
|
(85
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
2
|
|
|
(156
|
)
|
|
(4
|
)
|
|
(158
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
737
|
|
|
—
|
|
|
735
|
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
961
|
|
|
538
|
|
|
9
|
|
|
1,508
|
|
Equity in net earnings (loss) of affiliates
|
1,096
|
|
|
1,180
|
|
|
116
|
|
|
158
|
|
|
(2,370
|
)
|
|
180
|
|
Interest expense
|
—
|
|
|
(192
|
)
|
|
(34
|
)
|
|
(70
|
)
|
|
124
|
|
|
(172
|
)
|
Refinancing expense
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Interest income
|
—
|
|
|
55
|
|
|
65
|
|
|
5
|
|
|
(124
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
52
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
1,096
|
|
|
1,042
|
|
|
1,056
|
|
|
776
|
|
|
(2,361
|
)
|
|
1,609
|
|
Income tax (provision) benefit
|
5
|
|
|
54
|
|
|
(326
|
)
|
|
(229
|
)
|
|
(12
|
)
|
|
(508
|
)
|
Earnings (loss) from continuing operations
|
1,101
|
|
|
1,096
|
|
|
730
|
|
|
547
|
|
|
(2,373
|
)
|
|
1,101
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Net earnings (loss)
|
1,101
|
|
|
1,096
|
|
|
731
|
|
|
546
|
|
|
(2,373
|
)
|
|
1,101
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
1,101
|
|
|
1,096
|
|
|
731
|
|
|
546
|
|
|
(2,373
|
)
|
|
1,101
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,692
|
|
|
4,829
|
|
|
(1,103
|
)
|
|
6,418
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
|
(4,423
|
)
|
|
1,092
|
|
|
(5,237
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
786
|
|
|
406
|
|
|
(11
|
)
|
|
1,181
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
(390
|
)
|
|
—
|
|
|
(830
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(33
|
)
|
|
—
|
|
|
(51
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(30
|
)
|
|
—
|
|
|
(104
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
17
|
|
|
(22
|
)
|
|
(9
|
)
|
|
(14
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
270
|
|
|
(75
|
)
|
|
(20
|
)
|
|
175
|
|
Equity in net earnings (loss) of affiliates
|
369
|
|
|
473
|
|
|
199
|
|
|
201
|
|
|
(1,000
|
)
|
|
242
|
|
Interest expense
|
—
|
|
|
(198
|
)
|
|
(42
|
)
|
|
(73
|
)
|
|
128
|
|
|
(185
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
59
|
|
|
65
|
|
|
6
|
|
|
(128
|
)
|
|
2
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
15
|
|
|
—
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
369
|
|
|
331
|
|
|
482
|
|
|
159
|
|
|
(1,020
|
)
|
|
321
|
|
Income tax (provision) benefit
|
3
|
|
|
38
|
|
|
(16
|
)
|
|
15
|
|
|
15
|
|
|
55
|
|
Earnings (loss) from continuing operations
|
372
|
|
|
369
|
|
|
466
|
|
|
174
|
|
|
(1,005
|
)
|
|
376
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,572
|
|
|
5,240
|
|
|
(1,049
|
)
|
|
6,763
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,861
|
)
|
|
(4,510
|
)
|
|
1,025
|
|
|
(5,346
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
711
|
|
|
730
|
|
|
(24
|
)
|
|
1,417
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(403
|
)
|
|
—
|
|
|
(805
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(45
|
)
|
|
—
|
|
|
(62
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(31
|
)
|
|
—
|
|
|
(98
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
23
|
|
|
(71
|
)
|
|
—
|
|
|
(48
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
247
|
|
|
180
|
|
|
(25
|
)
|
|
402
|
|
Equity in net earnings (loss) of affiliates
|
425
|
|
|
590
|
|
|
165
|
|
|
166
|
|
|
(1,154
|
)
|
|
192
|
|
Interest expense
|
—
|
|
|
(217
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|
78
|
|
|
(221
|
)
|
Refinancing expense
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Interest income
|
—
|
|
|
23
|
|
|
48
|
|
|
10
|
|
|
(78
|
)
|
|
3
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
53
|
|
|
—
|
|
|
14
|
|
Earnings (loss) from continuing operations before tax
|
425
|
|
|
393
|
|
|
380
|
|
|
448
|
|
|
(1,179
|
)
|
|
467
|
|
Income tax (provision) benefit
|
2
|
|
|
32
|
|
|
(49
|
)
|
|
(35
|
)
|
|
9
|
|
|
(41
|
)
|
Earnings (loss) from continuing operations
|
427
|
|
|
425
|
|
|
331
|
|
|
413
|
|
|
(1,170
|
)
|
|
426
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
Net earnings (loss)
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
1,101
|
|
|
1,096
|
|
|
731
|
|
|
546
|
|
|
(2,373
|
)
|
|
1,101
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
Foreign currency translation
|
20
|
|
|
20
|
|
|
(10
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
20
|
|
Gain (loss) on interest rate swaps
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
6
|
|
Pension and postretirement benefits
|
58
|
|
|
58
|
|
|
56
|
|
|
2
|
|
|
(116
|
)
|
|
58
|
|
Total other comprehensive income (loss), net of tax
|
85
|
|
|
85
|
|
|
47
|
|
|
(6
|
)
|
|
(126
|
)
|
|
85
|
|
Total comprehensive income (loss), net of tax
|
1,186
|
|
|
1,181
|
|
|
778
|
|
|
540
|
|
|
(2,499
|
)
|
|
1,186
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
1,186
|
|
|
1,181
|
|
|
778
|
|
|
540
|
|
|
(2,499
|
)
|
|
1,186
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
372
|
|
|
369
|
|
|
463
|
|
|
173
|
|
|
(1,005
|
)
|
|
372
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
5
|
|
|
5
|
|
|
(12
|
)
|
|
1
|
|
|
6
|
|
|
5
|
|
Gain (loss) on interest rate swaps
|
7
|
|
|
7
|
|
|
(1
|
)
|
|
3
|
|
|
(9
|
)
|
|
7
|
|
Pension and postretirement benefits
|
(11
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
24
|
|
|
(11
|
)
|
Total other comprehensive income (loss), net of tax
|
1
|
|
|
1
|
|
|
(15
|
)
|
|
(7
|
)
|
|
21
|
|
|
1
|
|
Total comprehensive income (loss), net of tax
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
373
|
|
|
370
|
|
|
448
|
|
|
166
|
|
|
(984
|
)
|
|
373
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
427
|
|
|
425
|
|
|
333
|
|
|
412
|
|
|
(1,170
|
)
|
|
427
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(27
|
)
|
|
(27
|
)
|
|
(6
|
)
|
|
6
|
|
|
27
|
|
|
(27
|
)
|
Gain (loss) on interest rate swaps
|
27
|
|
|
27
|
|
|
1
|
|
|
1
|
|
|
(29
|
)
|
|
27
|
|
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Total other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
Total comprehensive income (loss), net of tax
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
427
|
|
|
425
|
|
|
326
|
|
|
421
|
|
|
(1,172
|
)
|
|
427
|
|
|
As of December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
131
|
|
|
877
|
|
|
(141
|
)
|
|
867
|
|
Non-trade receivables, net
|
33
|
|
|
482
|
|
|
2,166
|
|
|
586
|
|
|
(2,924
|
)
|
|
343
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
243
|
|
|
622
|
|
|
(61
|
)
|
|
804
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
74
|
|
|
58
|
|
|
(17
|
)
|
|
115
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
24
|
|
|
(16
|
)
|
|
28
|
|
Total current assets
|
33
|
|
|
487
|
|
|
2,954
|
|
|
2,867
|
|
|
(3,159
|
)
|
|
3,182
|
|
Investments in affiliates
|
2,667
|
|
|
4,458
|
|
|
1,677
|
|
|
594
|
|
|
(8,555
|
)
|
|
841
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
969
|
|
|
2,456
|
|
|
—
|
|
|
3,425
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
248
|
|
|
49
|
|
|
(8
|
)
|
|
289
|
|
Other assets
|
—
|
|
|
1,965
|
|
|
144
|
|
|
285
|
|
|
(2,053
|
)
|
|
341
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
493
|
|
|
—
|
|
|
798
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
64
|
|
|
78
|
|
|
—
|
|
|
142
|
|
Total assets
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,713
|
|
|
122
|
|
|
373
|
|
|
(2,031
|
)
|
|
177
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
312
|
|
|
628
|
|
|
(141
|
)
|
|
799
|
|
Other liabilities
|
1
|
|
|
28
|
|
|
441
|
|
|
513
|
|
|
(442
|
)
|
|
541
|
|
Deferred income taxes
|
—
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
(17
|
)
|
|
10
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
460
|
|
|
32
|
|
|
(474
|
)
|
|
18
|
|
Total current liabilities
|
1
|
|
|
1,758
|
|
|
1,335
|
|
|
1,556
|
|
|
(3,105
|
)
|
|
1,545
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,468
|
|
|
825
|
|
|
1,646
|
|
|
(2,052
|
)
|
|
2,887
|
|
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
225
|
|
|
(8
|
)
|
|
225
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
16
|
|
|
178
|
|
|
—
|
|
|
200
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
943
|
|
|
232
|
|
|
—
|
|
|
1,175
|
|
Other liabilities
|
—
|
|
|
3
|
|
|
91
|
|
|
202
|
|
|
(9
|
)
|
|
287
|
|
Total noncurrent liabilities
|
—
|
|
|
2,485
|
|
|
1,875
|
|
|
2,483
|
|
|
(2,069
|
)
|
|
4,774
|
|
Total Celanese Corporation stockholders’ equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
2,699
|
|
|
2,667
|
|
|
3,151
|
|
|
2,783
|
|
|
(8,601
|
)
|
|
2,699
|
|
Total liabilities and equity
|
2,700
|
|
|
6,910
|
|
|
6,361
|
|
|
6,822
|
|
|
(13,775
|
)
|
|
9,018
|
|
|
As of December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
340
|
|
|
653
|
|
|
(166
|
)
|
|
827
|
|
Non-trade receivables, net
|
31
|
|
|
444
|
|
|
1,754
|
|
|
484
|
|
|
(2,504
|
)
|
|
209
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
196
|
|
|
589
|
|
|
(74
|
)
|
|
711
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
62
|
|
|
8
|
|
|
(21
|
)
|
|
49
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
Other assets
|
—
|
|
|
5
|
|
|
15
|
|
|
27
|
|
|
(16
|
)
|
|
31
|
|
Total current assets
|
41
|
|
|
449
|
|
|
2,694
|
|
|
2,436
|
|
|
(2,781
|
)
|
|
2,839
|
|
Investments in affiliates
|
1,692
|
|
|
3,437
|
|
|
1,579
|
|
|
570
|
|
|
(6,478
|
)
|
|
800
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
813
|
|
|
2,537
|
|
|
—
|
|
|
3,350
|
|
Deferred income taxes
|
—
|
|
|
5
|
|
|
509
|
|
|
92
|
|
|
—
|
|
|
606
|
|
Other assets
|
—
|
|
|
1,927
|
|
|
132
|
|
|
414
|
|
|
(2,010
|
)
|
|
463
|
|
Goodwill
|
—
|
|
|
—
|
|
|
305
|
|
|
472
|
|
|
—
|
|
|
777
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
69
|
|
|
96
|
|
|
—
|
|
|
165
|
|
Total assets
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,584
|
|
|
208
|
|
|
159
|
|
|
(1,783
|
)
|
|
168
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
269
|
|
|
546
|
|
|
(166
|
)
|
|
649
|
|
Other liabilities
|
—
|
|
|
40
|
|
|
267
|
|
|
475
|
|
|
(307
|
)
|
|
475
|
|
Deferred income taxes
|
—
|
|
|
21
|
|
|
—
|
|
|
25
|
|
|
(21
|
)
|
|
25
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
419
|
|
|
73
|
|
|
(454
|
)
|
|
38
|
|
Total current liabilities
|
—
|
|
|
1,645
|
|
|
1,163
|
|
|
1,278
|
|
|
(2,731
|
)
|
|
1,355
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,467
|
|
|
872
|
|
|
1,597
|
|
|
(2,006
|
)
|
|
2,930
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Uncertain tax positions
|
3
|
|
|
6
|
|
|
23
|
|
|
149
|
|
|
—
|
|
|
181
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
1,362
|
|
|
240
|
|
|
—
|
|
|
1,602
|
|
Other liabilities
|
—
|
|
|
8
|
|
|
101
|
|
|
1,055
|
|
|
(12
|
)
|
|
1,152
|
|
Total noncurrent liabilities
|
3
|
|
|
2,481
|
|
|
2,358
|
|
|
3,091
|
|
|
(2,018
|
)
|
|
5,915
|
|
Total Celanese Corporation stockholders’ equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total equity
|
1,730
|
|
|
1,692
|
|
|
2,580
|
|
|
2,248
|
|
|
(6,520
|
)
|
|
1,730
|
|
Total liabilities and equity
|
1,733
|
|
|
5,818
|
|
|
6,101
|
|
|
6,617
|
|
|
(11,269
|
)
|
|
9,000
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
228
|
|
|
105
|
|
|
766
|
|
|
154
|
|
|
(491
|
)
|
|
762
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
(121
|
)
|
|
—
|
|
|
(370
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
20
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(131
|
)
|
|
—
|
|
|
126
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(13
|
)
|
|
—
|
|
|
(58
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(445
|
)
|
|
(128
|
)
|
|
146
|
|
|
(422
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
131
|
|
|
(8
|
)
|
|
(3
|
)
|
|
(131
|
)
|
|
(11
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
—
|
|
|
177
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
Proceeds from long-term debt
|
—
|
|
|
24
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
74
|
|
Repayments of long-term debt
|
—
|
|
|
(34
|
)
|
|
(121
|
)
|
|
(48
|
)
|
|
5
|
|
|
(198
|
)
|
Refinancing costs
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Purchases of treasury stock, including related fees
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
Dividends to parent
|
—
|
|
|
(229
|
)
|
|
(229
|
)
|
|
(33
|
)
|
|
491
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
(20
|
)
|
|
—
|
|
Stock option exercises
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Series A common stock dividends
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
Net cash provided by (used in) financing activities
|
(238
|
)
|
|
(110
|
)
|
|
(312
|
)
|
|
(11
|
)
|
|
345
|
|
|
(326
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Net increase (decrease) in cash and cash equivalents
|
(10
|
)
|
|
—
|
|
|
9
|
|
|
26
|
|
|
—
|
|
|
25
|
|
Cash and cash equivalents as of beginning of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
7
|
|
|
(100
|
)
|
|
396
|
|
|
489
|
|
|
(70
|
)
|
|
722
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(191
|
)
|
|
—
|
|
|
(361
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(53
|
)
|
|
—
|
|
|
48
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(59
|
)
|
|
—
|
|
|
(68
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(257
|
)
|
|
(299
|
)
|
|
51
|
|
|
(500
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
53
|
|
|
5
|
|
|
(3
|
)
|
|
(53
|
)
|
|
2
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
Proceeds from long-term debt
|
—
|
|
|
500
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
550
|
|
Repayments of long-term debt
|
—
|
|
|
(414
|
)
|
|
(10
|
)
|
|
(70
|
)
|
|
5
|
|
|
(489
|
)
|
Refinancing costs
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
Purchases of treasury stock, including related fees
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
Dividends to parent
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
70
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
Stock option exercises
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
Series A common stock dividends
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
21
|
|
Net cash provided by (used in) financing activities
|
3
|
|
|
95
|
|
|
3
|
|
|
(71
|
)
|
|
19
|
|
|
49
|
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
10
|
|
|
—
|
|
|
142
|
|
|
125
|
|
|
—
|
|
|
277
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
10
|
|
|
—
|
|
|
275
|
|
|
674
|
|
|
—
|
|
|
959
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
41
|
|
|
(127
|
)
|
|
446
|
|
|
368
|
|
|
(90
|
)
|
|
638
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
(204
|
)
|
|
—
|
|
|
(349
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
—
|
|
|
(204
|
)
|
Return of capital from subsidiary
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
5
|
|
|
(307
|
)
|
|
—
|
|
|
302
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(30
|
)
|
|
—
|
|
|
(45
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
5
|
|
|
(474
|
)
|
|
(274
|
)
|
|
302
|
|
|
(441
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term borrowings (repayments), net
|
—
|
|
|
307
|
|
|
(5
|
)
|
|
(8
|
)
|
|
(307
|
)
|
|
(13
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
Proceeds from long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
411
|
|
Repayments of long-term debt
|
—
|
|
|
(532
|
)
|
|
(9
|
)
|
|
(55
|
)
|
|
5
|
|
|
(591
|
)
|
Refinancing costs
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Purchases of treasury stock, including related fees
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
Dividends to parent
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|
—
|
|
|
90
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
Stock option exercises
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
Series A common stock dividends
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
100
|
|
|
—
|
|
Other, net
|
4
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Net cash provided by (used in) financing activities
|
(41
|
)
|
|
122
|
|
|
33
|
|
|
(155
|
)
|
|
(212
|
)
|
|
(253
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
5
|
|
|
(63
|
)
|
|
—
|
|
|
(58
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
128
|
|
|
612
|
|
|
—
|
|
|
740
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
133
|
|
|
549
|
|
|
—
|
|
|
682
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
3.2
|
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on July 19, 2013).
|
|
|
|
4.1
|
|
Form of certificate of Series A Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005).
|
|
|
|
4.2
|
|
Indenture, dated September 24, 2010, by and among Celanese US Holdings LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 29, 2010).
|
|
|
|
4.3
|
|
Indenture, dated May 6, 2011, by and between Celanese US Holdings LLC, Celanese Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on May 6, 2011).
|
|
|
|
4.4
|
|
First Supplemental Indenture, 5.875% Senior Notes due 2021, dated May 6, 2011, by and between Celanese US Holdings LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on May 6, 2011).
|
|
|
|
4.5
|
|
Second Supplemental Indenture, 4.625% Senior Notes due 2022, dated November 13, 2012, by and between Celanese US Holdings LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on November 13, 2012).
|
|
|
|
10.1†
|
|
Credit Agreement, dated April 2, 2007, among Celanese Holdings LLC, Celanese US Holdings LLC, the subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, the Lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, Merrill Lynch Capital Corporation as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A., Citibank NA, and JP Morgan Chase Bank NA, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 28, 2010).
|
|
|
|
10.1(a)
|
|
Amended and Restated Credit Agreement, dated September 29, 2010, among Celanese Corporation, Celanese US Holdings LLC, the subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers and guarantors, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities LLC and Banc of Americas Securities LLC as joint lead arrangers and joint book runners, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland PLC, as Co-Documentation Agents, the other lenders party thereto, and certain other agents for such lenders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 29, 2010).
|
|
|
|
10.1(b)
|
|
Amendment No. 1, dated January 23, 2013, among Celanese Corporation, Celanese US Holdings LLC, Celanese Americas LLC, the lenders party thereto, and Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2013).
|
|
|
|
10.1(c)
|
|
Amendment No. 2, dated August 14, 2013, among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC, the lenders party thereto and Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 21, 2013).
|
|
|
|
10.1(d)
|
|
Amendment Agreement, dated September 16, 2013, among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC, the lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, and Deutsche Bank Securities Inc., as lead arranger and book runner (containing an Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.5. to the Quarterly Report on Form 10-Q filed with the SEC on October 21, 2013).
|
10.1(e)
|
|
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).
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.2
|
|
Purchase and Sale Agreement, dated August 28, 2013, among Celanese Acetate LLC, Celanese Ltd., Ticona Polymers, Inc. and CE Receivables LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8−K filed with the SEC on September 3, 2013).
|
|
|
|
10.2(a)
|
|
Receivables Purchase Agreement, dated August 28, 2013, among Celanese International Corporation, CE Receivables LLC, various Conduit Purchasers, Related Committed Purchasers, LC Banks and Purchaser Agents, and The Bank of Tokyo−Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8−K filed with the SEC on September 3, 2013).
|
|
|
|
10.2(b)*
|
|
First Amendment to Receivables Purchase Agreement, dated October 31, 2013, among Celanese International Corporation, CE Receivables LLC, various Conduit Purchasers, Related Committed Purchasers, LC Banks and Purchaser Agents, and The Bank of Tokyo−Mitsubishi UFJ, Ltd., New York Branch, as administrator.
|
|
|
|
10.2(c)
|
|
Performance Guaranty, dated August 28, 2013, by Celanese US Holdings LLC in favor of The Bank of Tokyo−Mitsubishi UFJ, Ltd., New York Branch, as administrator (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8−K filed with the SEC on September 3, 2013).
|
|
|
|
10.3‡
|
|
Celanese Corporation 2004 Deferred Compensation Plan (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 3, 2005).
|
|
|
|
10.3(a)‡
|
|
Amendment to Celanese Corporation 2004 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 3, 2007).
|
|
|
|
10.3(b)‡
|
|
Form of 2007 Deferral Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 3, 2007).
|
|
|
|
10.4‡
|
|
Celanese Corporation 2008 Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 29, 2008).
|
|
|
|
10.4(a)‡
|
|
Amendment Number One to Celanese Corporation 2008 Deferred Compensation Plan dated December 11, 2008 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).
|
|
|
|
10.4(b)*‡
|
|
Amendment Number Two to Celanese Corporation 2008 Deferred Compensation Plan dated December 22, 2008.
|
|
|
|
10.5‡
|
|
Celanese Corporation 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
10.5(a)‡
|
|
Form of Nonqualified Stock Option Agreement (for employees) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.8(a) to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
10.5(b)‡
|
|
Form of Amendment to Nonqualified Stock Option Agreement (for employees) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.5(b) to the Annual Report on Form 10-K filed with the SEC on February 12, 2010).
|
|
|
|
10.5(c)‡
|
|
Form of Amendment Two to Nonqualified Stock Option Agreement (for executive officers) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
|
|
|
10.5(d)‡
|
|
Form of Nonqualified Stock Option Agreement (for non-employee directors) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.8(d) to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
10.6‡
|
|
Celanese Corporation 2009 Global Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed with the SEC on April 23, 2009).
|
|
|
|
10.6(a)‡
|
|
Form of 2009 Nonqualified Stock Option Award Agreement between Celanese Corporation and award recipient, together with a schedule identifying substantially identical agreements between Celanese Corporation and each of its executive officers identified thereon (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2009).
|
|
|
|
10.6(b)‡
|
|
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).
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.6(c)‡
|
|
Form of 2010 Performance-Vesting Restricted Stock Unit Award Agreement) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
|
|
|
10.6(d)‡
|
|
Form of 2010 Time-Vesting Restricted Stock Unit Award Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
|
|
|
10.6(e)‡
|
|
Form of 2010 Nonqualified Stock Option Award Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 13, 2010).
|
|
|
|
10.6(f)‡
|
|
Form of Time-Vesting Restricted Stock Unit Award Agreement (for non-employee directors) between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 22, 2011).
|
|
|
|
10.6(g)‡
|
|
Form of 2011 Performance-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
|
|
|
10.6(h)‡
|
|
Form of 2011 Time-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
|
|
|
10.6(i)‡
|
|
Form of 2011 Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 13, 2011).
|
|
|
|
10.6(j)‡
|
|
Form of Nonqualified Stock Option Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.6(k)‡
|
|
Form of Time-Vesting Restricted Stock Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.6(l)‡
|
|
Form of Performance-Vesting Restricted Stock Unit Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.6(m)‡
|
|
Form of Amendment to 2010 and 2011 Nonqualified Stock Option Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.6(n)‡
|
|
Form of Amendment to 2010 and 2011 Time-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.6(o)‡
|
|
Form of Amendment to 2010 and 2011 Performance-Vesting Restricted Stock Unit Award Agreements, dated April 18, 2012, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.7‡
|
|
Celanese Corporation 2009 Global Incentive Plan, as Amended and Restated, April 19, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 23, 2012).
|
|
|
|
10.7(a)‡
|
|
Form of 2012 Time-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6(a) to the Annual Report on Form 10-K filed with the SEC on February 8, 2013).
|
|
|
|
10.7(b)‡
|
|
Form of 2012 Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.6(b) to the Annual Report on Form 10-K filed with the SEC on February 8, 2013).
|
|
|
|
10.7(c)‡
|
|
Form of 2013 Performance−Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8−K filed with the SEC on February 12, 2013).
|
|
|
|
10.7(d)*‡
|
|
Form of 2013 Time-Vesting Restricted Stock Unit Award Agreement.
|
|
|
|
10.7(e)*‡
|
|
Form of 2013 Nonqualified Stock Option Award Agreement.
|
|
|
|
10.7(f)*‡
|
|
Form of 2013 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors).
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.8‡
|
|
Celanese Corporation 2009 Employee Stock Purchase Program (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on April 23, 2009).
|
|
|
|
10.9‡
|
|
Executive Severance Benefits Plan, dated July 21, 2010 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 27, 2010).
|
|
|
|
10.9(a)‡
|
|
Executive Severance Benefits Plan, amended effective February 6, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8−K filed with the SEC on February 12, 2013).
|
|
|
|
10.10‡
|
|
Summary of pension benefits for David N. Weidman (updated to include revisions effective after the summary was first filed as Exhibit 10.34 to the Annual Report on Form 10-K filed with the SEC on March 31, 2005) (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
10.11(a)‡
|
|
Offer Letter, dated February 25, 2009, between Celanese Corporation and Gjon N. Nivica, Jr. (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on April 28, 2009).
|
|
|
|
10.11(b)‡
|
|
Letter Agreement, dated November 4, 2011, between Celanese Corporation and Mark C. Rohr (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 7, 2011).
|
|
|
|
10.11(c)‡
|
|
Agreement and Amendment, dated March 27, 2012, between Celanese Corporation and David N. Weidman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on April 24, 2012).
|
|
|
|
10.11(d)‡
|
|
Agreement and General Release, dated June 12, 2012, between Celanese Corporation and Jacquelyn H. Wolf (incorporated by reference to Exhibit 10.10(e) to the Annual Report on Form 10-K filed with the SEC on February 8, 2013).
|
|
|
|
10.11(e)‡
|
|
Offer Letter, dated September 8, 2012, between Celanese Corporation and Lori A. Johnston (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on October 23, 2012).
|
|
|
|
10.11(f)‡
|
|
Agreement and Amendment, dated March 18, 2013, between Celanese Corporation and Douglas M. Madden (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on April 19, 2013).
|
|
|
|
10.12‡
|
|
Change in Control Agreement, dated April 1, 2008, between Celanese Corporation and David N. Weidman, together with a schedule identifying other substantially identical agreements between Celanese Corporation and each of its name executive officers identified thereon and identifying the material differences between each of those agreements and the filed Changed of Control Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2008).
|
|
|
|
10.12(a)‡
|
|
Change in Control Agreement, dated May 1, 2008, between Celanese Corporation and Christopher W. Jensen (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 23, 2008).
|
|
|
|
10.12(b)‡
|
|
Form of 2010 Change in Control Agreement between Celanese Corporation and participant, together with a schedule of substantially identical agreements between Celanese Corporation and the individuals identified thereon (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed with the SEC on July 29, 2010).
|
|
|
|
10.12(c)‡
|
|
Form of Amendment No. 1 to 2010 Form of Change in Control Agreement between Celanese Corporation and participant, together with a schedule of substantially identical agreements between Celanese Corporation and the individuals identified thereon (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on October 26, 2011).
|
|
|
|
10.12(d)‡
|
|
Form of 2012 Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC on July 25, 2012).
|
|
|
|
10.13‡
|
|
Form of Long-Term Incentive Claw-Back Agreement between Celanese Corporation and award recipient (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2009).
|
|
|
|
10.14*‡
|
|
Celanese Americas Supplemental Retirement Savings Plan, amended and restated effective January 1, 2009.
|
|
|
|
10.14(a)*‡
|
|
First Amendment to Celanese Americas Supplemental Retirement Savings Plan dated April 10, 2013.
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.15*‡
|
|
Summary of Non-Employee Director Compensation.
|
|
|
|
10.16
|
|
Share Purchase and Transfer Agreement and Settlement Agreement, dated August 19, 2005 between Celanese Europe Holding GmbH & Co. KG, as purchaser, and Paulson & Co. Inc., and Arnhold and S. Bleichroeder Advisers, LLC, each on behalf of its own and with respect to shares owned by the investment funds and separate accounts managed by it, as the sellers (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).
|
|
|
|
10.17
|
|
Translation of Letter of Intent, dated November 29, 2006, among Celanese AG, Ticona GmbH and Fraport AG (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed November 29, 2006).
|
|
|
|
12.1*
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1*
|
|
List of subsidiaries of Celanese Corporation.
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm of Celanese Corporation, KPMG LLP.
|
|
|
|
23.2*
|
|
Consent of Independent Auditors of CTE Petrochemicals Company, BDO USA, LLP.
|
|
|
|
23.3*
|
|
Consent of Independent Auditors of National Methanol Company, BDO Dr. Mohamed Al-Amri & Co.
|
|
|
|
24.1*
|
|
Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1*
|
|
Audited financial statements as of December 31, 2013 and 2012 and for each of the years in the three year period ended December 31, 2013 for CTE Petrochemicals Company.
|
|
|
|
99.2*
|
|
Audited financial statements as of December 31, 2013 and 2012 and for each of the years in the three year period ended December 31, 2013 for National Methanol Company.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
Exhibit 10.2(b)
|
|
Address:
|
|
PNC Bank, National Association
|
|
|
|
|
Three PNC Plaza
|
|
|
|
|
225 Fifth Avenue
|
|
|
|
|
Pittsburgh, PA 15222-2707
|
|
|
|
|
Attention: Robyn Reeher
|
|
|
|
|
Telephone: (412) 768-3090
|
|
|
|
|
Facsimile: (412) 762-9184
|
|
|
|
|
Email: robyn.reeher@pnc.com
|
|
|
CE RECEIVABLES LLC
,
|
||
|
as the Seller
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chuck B. Kyrish
|
|
|
Name:
|
Chuck B. Kyrish
|
|
|
Title:
|
Vice President and Treasurer
|
|
S-
1
|
First Amendment to RPA
(Celanese)
|
|
CELANESE INTERNATIONAL
|
||
|
CORPORATION
,
|
||
|
as the initial Servicer
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chuck B. Kyrish
|
|
|
Name:
|
Chuck B. Kyrish
|
|
|
Title:
|
Treasurer
|
|
S-
2
|
First Amendment to RPA
(Celanese)
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
,
|
||
|
as a Related Committed Purchaser
|
||
|
and as an LC Bank
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Campbell
|
|
|
Name:
|
Mark Campbell
|
|
|
Title:
|
Authorized Signatory
|
|
S-
3
|
First Amendment to RPA
(Celanese)
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
,
|
||
|
as a Purchaser Agent
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric Williams
|
|
|
Name:
|
Eric Williams
|
|
|
Title:
|
Managing Director
|
|
S-
4
|
First Amendment to RPA
(Celanese)
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
,
|
||
|
as Administrator
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric Williams
|
|
|
Name:
|
Eric Williams
|
|
|
Title:
|
Managing Director
|
|
S-
5
|
First Amendment to RPA
(Celanese)
|
|
VICTORY RECEIVABLES CORPORATION
,
|
||
|
as a Conduit Purchaser
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ David V. DeAngelis
|
|
|
Name:
|
David V. DeAngelis
|
|
|
Title:
|
Vice President
|
|
S-
6
|
First Amendment to RPA
(Celanese)
|
|
PNC BANK, NATIONAL ASSOCIATION
,
|
||
|
as Related Committed Purchaser,
|
||
|
as an LC Bank and as Assignee
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jason D. Rising
|
|
|
Name:
|
Jason D. Rising
|
|
|
Title:
|
Senior Vice President
|
|
S-
7
|
First Amendment to RPA
(Celanese)
|
|
PNC BANK, NATIONAL ASSOCIATION
,
|
||
|
as a Purchaser Agent
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jason D. Rising
|
|
|
Name:
|
Jason D. Rising
|
|
|
Title:
|
Senior Vice President
|
|
S-
8
|
First Amendment to RPA
(Celanese)
|
|
MARKET STREET FUNDING LLC
,
|
||
|
as a Conduit Purchaser and as Assignor
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Doris J. Hearn
|
|
|
Name:
|
Doris J. Hearn
|
|
|
Title:
|
Vice President
|
|
S-
9
|
First Amendment to RPA
(Celanese)
|
ASSIGNMENTS AND PAYMENT AMOUNTS
|
|
|
|
Section 1
.
|
|
|
|
Capital Payment:
|
$50,000,000.00
|
|
|
|
|
Section 2
.
|
|
|
|
Discount:
|
$8,584.33
|
Fees:
|
$34,895.83
|
Other Amounts
:
|
$0
|
CP Costs and Other Costs:
|
$43,480.16
|
|
Schedule I
|
|
WIRING INSTRUCTIONS
|
|
|
|
Wiring instructions with respect to amounts payable to the Assignor:
|
|
|
|
Bank Name:
|
PNC Bank, National Association
|
ABA #:
|
43000096
|
Account #:
|
1002422076
|
Account Name:
|
Market Street Funding LLC
|
Reference:
|
CE Receivables LLC
|
|
Schedule II
|
|
SCHEDULE IV
|
||
PURCHASER GROUPS AND MAXIMUM COMMITMENTS
|
||
Purchaser Group of PNC
|
||
Party
|
Capacity
|
Maximum Commitment
|
PNC
|
Related Committed Purchaser and LC Bank
|
$67,500,000 (in aggregate for both such capacities)
|
PNC
|
Purchaser Agent
|
N/A
|
Purchaser Group of Victory
|
||
Party
|
Capacity
|
Maximum Commitment
|
Victory
|
Conduit Purchaser
|
N/A
|
BTMU
|
Related Committed Purchaser and LC Bank
|
$67,500,000 (in aggregate for both such capacities)
|
BTMU
|
Purchaser Agent
|
N/A
|
|
Schedule IV
|
|
|
|
|
1
|
Must be at least two (2) Business Days from the date of this Purchase Notice.
|
|
2
|
Such amount shall not be less than $1,000,000 (or such lesser amount as agreed to by the Administrator and each Purchaser Agent) and shall be in integral multiples of $500,000 in excess thereof.
|
|
3
|
In the case of a Cash Purchase Request.
|
|
4
|
Must be at least two (2) Business Days from the date of this Purchase Notice.
|
|
5
|
In the case of a request for an issuance of a Letter of Credit.
|
|
Annex B-
1
|
|
|
Annex B-
2
|
|
|
CE RECEIVABLES LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
Annex B-
3
|
|
|
|
|
6
|
Notice must be given at least two (2) Business Days prior to the requested paydown date.
|
|
7
|
Such reduction shall not be less than $1,000,000 and shall be in integral multiples of $500,000 in excess thereof.
|
|
Annex C-
1
|
|
|
CE RECEIVABLES LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
Annex C-
2
|
|
|
|
|
|
Exhibit 10.4(b)
|
1.26
|
"Participant" shall mean any Employee or Director (a) who is selected to participate in the Plan and (b) whose executed Election Form, Beneficiary Designation Form and other required enrollment forms are submitted to the Committee.
|
1.29
|
[RESERVED]
|
10.6
|
Discharge of Obligations
. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant.
|
12.3
|
[RESERVED]
|
12.4
|
Effect of Payment
. The full payment of the Participant's vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan.
|
16.2
|
Interrelationship of the Plan and the Trust
. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.
|
17.3
|
Employer's Liability
. The Company's liability for the payment of benefits shall be defined only by the Plan. The Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan. Employers under the Plan shall have no obligations to pay any amounts under the Plan.
|
|
CELANESE CORPORATION DEFERRED
COMPENSATION PLAN COMMITTEE
|
||||
|
|
||||
|
For the Committee
|
||||
|
|
||||
|
|
||||
|
By:
|
/s/ Patrick R. Carroll
|
|
||
|
|
||||
|
|
||||
ATTEST:
|
/s/ Jan Dean
|
|
|
||
|
Jan Dean
|
|
|
|
|
|
Exhibit 10.7(d)
|
|
|
1
Remove all bracketed verbiage relating to “Retirement” and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for new hire awards.
|
|
|
2
For the CEO, replace bracketed language with “60 years of age and has five years”.
|
|
|
CELANESE CORPORATION
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark C. Rohr
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
PARTICIPANT
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
<<NAME>>
|
|
|
Employee ID: <<Personnel Number>>
|
||
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
Exhibit 10.7(e)
|
|
Number of Common Shares Subject to Option
|
<<# Shares>>
|
|
Grant Date:
|
<<Grant Date>>
|
|
Exercise Price Per Share:
|
<<Exercise Price>>
|
|
Expiration Date:
|
<<Expiration Date>>
|
|
Vesting Schedule (each date on which a portion of the Option vests and become exercisable, a “Vesting Date”, and each period between the Grant Date and a Vesting Date, a “Vesting Period”)
|
<<Vesting Schedule>>
|
|
|
1
Remove all bracketed verbiage relating to “Retirement” and the effects thereof from award agreements given for retention or in other special circumstances; the verbiage should be retained (without brackets) for new hire awards.
|
|
|
2
For the CEO, replace bracketed language with “60 years of age and has five years”.
|
|
|
CELANESE CORPORATION
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark C. Rohr
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
PARTICIPANT
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
<<NAME>>
|
|
|
Employee ID: <<Personnel Number>>
|
||
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
Exhibit 10.7(f)
|
|
|
CELANESE CORPORATION
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark C. Rohr
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
<<NAME>>, Director
|
|
|
Exhibit 10.14
|
Article
|
|
Page
|
|
|
|
Preamble
|
1
|
I.
|
|
Purpose
|
2
|
II.
|
|
Definitions
|
3
|
III.
|
|
Eligibility
|
7
|
IV.
|
|
Supplemental Savings Contributions and Earnings
|
8
|
V.
|
|
Benefit Payments
|
9
|
VI.
|
|
Death Benefits
|
10
|
VII.
|
|
Funding
|
11
|
VIII.
|
|
Administration
|
13
|
IX.
|
|
Amendment and Termination
|
17
|
X.
|
|
Miscellaneous Provisions
|
19
|
|
CELANESE AMERICAS CORPORATION
|
||
|
BENEFITS COMMITTEE
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jan Dean
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/Patrick R. Carroll
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Summers
|
|
|
|
|
|
Exhibit 10.14(a)
|
|
CELANESE BENEFITS COMMITTEE
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ James Coppens
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher W. Jensen
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jan Dean
|
|
|
|
|
*
|
Increased from $85,000 beginning August 1, 2013.
|
|
**
|
Increased from $95,000 beginning at the 2014 Annual Meeting.
|
|
Year Ended December 31,
|
|||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from continuing operations before tax
|
1,609
|
|
|
321
|
|
|
467
|
|
|
433
|
|
|
105
|
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(180
|
)
|
|
(242
|
)
|
|
(192
|
)
|
|
(168
|
)
|
|
(99
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Income distributions from equity investments
|
141
|
|
|
262
|
|
|
205
|
|
|
138
|
|
|
78
|
|
Amortization of capitalized interest
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total fixed charges
|
234
|
|
|
247
|
|
|
283
|
|
|
262
|
|
|
268
|
|
Total earnings as defined before fixed charges
|
1,807
|
|
|
590
|
|
|
765
|
|
|
667
|
|
|
354
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
172
|
|
|
185
|
|
|
221
|
|
|
204
|
|
|
207
|
|
Capitalized interest
|
9
|
|
|
7
|
|
|
4
|
|
|
2
|
|
|
2
|
|
Estimated interest portion of rent expense
|
53
|
|
|
55
|
|
|
58
|
|
|
53
|
|
|
49
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total fixed charges
|
234
|
|
|
247
|
|
|
283
|
|
|
262
|
|
|
268
|
|
Ratio of earnings to fixed charges
|
7.7x
|
|
2.4x
|
|
2.7x
|
|
2.5x
|
|
1.3x
|
Name of Company
|
|
Jurisdiction
|
Aggregate Ownership of more than 50% (100% aggregate ownership unless otherwise indicated)
|
|
|
1776461 Canada Inc.
|
|
Canada
|
Acetex Chimie S.A.
|
|
France
|
Acetex (Cyprus) Ltd.
|
|
Cyprus
|
Acetex Derivatives, SAS
|
|
France
|
Acetex Intermediates, SAS
|
|
France
|
Acetyls Holdco Cayman Ltd.
|
|
Cayman Islands
|
Alberta Ag - Industries Ltd.
|
|
Canada
|
Amcel International Co., Inc.
|
|
Delaware
|
BCP Holdings GmbH
|
|
Germany
|
CAPE Holding GmbH†
|
|
Germany
|
CCC Environmental Management and Solutions GmbH & Co. KG
|
|
Germany
|
CCC Environmental Management and Solutions Verwaltungs-GmbH
|
|
Germany
|
CE Receivables LLC
|
|
Delaware
|
Celanese (China) Holding Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Derivatives Co., Ltd.
|
|
China
|
Celanese (Nanjing) Acetyl Intermediates Co., Ltd.
|
|
China
|
Celanese (Nanjing) Chemical Co., Ltd.
|
|
China
|
Celanese (Nanjing) Diversified Chemical Co., Ltd.
|
|
China
|
Celanese (Shanghai) International Trading Co., Ltd.
|
|
China
|
Celanese Acetate Limited
|
|
United Kingdom
|
Celanese Acetate LLC
|
|
Delaware
|
Celanese Advanced Materials Inc.†
|
|
Delaware
|
Celanese Alpine S. à r.l. & Co. KG
|
|
Germany
|
Celanese Americas LLC
|
|
Delaware
|
Celanese Argentina S.A.
|
|
Argentina
|
Celanese Canada Inc.
|
|
Canada
|
Celanese Chemicals Europe GmbH
|
|
Germany
|
Celanese Chemicals Ibérica S.L
|
|
Spain
|
Celanese Chemicals Inc.
|
|
Delaware
|
Celanese Chemicals India Private Ltd
|
|
India
|
Celanese Chemicals S.A. (Pty) Ltd.
|
|
South Africa
|
Celanese Chemicals UK Ltd.
|
|
United Kingdom
|
Celanese Deutschland Holding GmbH
|
|
Germany
|
Celanese do Brasil Ltda.
|
|
Brazil
|
Celanese Emulsions B.V
|
|
Netherlands
|
Celanese Emulsions GmbH
|
|
Germany
|
Celanese Emulsions Ltd.
|
|
United Kingdom
|
Celanese Emulsions Norden AB
|
|
Sweden
|
Celanese Emulsions Pension Plan Trustees Ltd
|
|
United Kingdom
|
Celanese EVA Performance Polymers Corporation
|
|
North Carolina
|
Celanese EVA Performance Polymers Inc.
|
|
Canada
|
Celanese EVA Performance Polymers Partnership
|
|
Canada
|
Celanese Far East Ltd.
|
|
Hong Kong
|
Celanese Global Relocation LLC
|
|
Delaware
|
Celanese GmbH
|
|
Germany
|
Celanese Holding GmbH
|
|
Germany
|
Celanese Holdings B.V
|
|
Netherlands
|
Celanese Holdings Luxembourg S.à r.l
|
|
Luxembourg
|
Celanese Hungary Kft.
|
|
Hungary
|
Celanese International Corporation
|
|
Delaware
|
Celanese International Holdings Luxembourg S.à r.l
|
|
Luxembourg
|
Celanese Japan Limited
|
|
Japan
|
Celanese Korea Ltd.
|
|
Korea
|
Celanese Ltd.
|
|
Texas
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese PTE. Ltd.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese S.A./N.V.
|
|
Belgium
|
Celanese Singapore PTE. Ltd.
|
|
Singapore
|
Celanese Singapore VAM PTE. Ltd.
|
|
Singapore
|
Celanese (Thailand) Limited
|
|
Thailand
|
Celanese US Holdings LLC
|
|
Delaware
|
Celanese Ventures USA, Inc.†
|
|
Delaware
|
Celstran GmbH
|
|
Germany
|
Celtran Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CNA Funding LLC
|
|
Delaware
|
CNA Holdings LLC
|
|
Delaware
|
Crystal US Sub 3 Corp.
|
|
Delaware
|
Edmonton Methanol Company
|
|
Canada
|
Elwood Insurance Limited
|
|
Bermuda
|
Estech GmbH & Co. KG
1
†
|
|
Germany
|
FKAT LLC
|
|
Delaware
|
Grupo Celanese, S. de R.L. de C.V.
2
|
|
Mexico
|
HNA Acquisition ULC
|
|
Canada
|
Infraserv Verwaltungs GmbH
|
|
Germany
|
KEP Americas Engineering Plastics, LLC
|
|
Delaware
|
KEP Europe GmbH
|
|
Germany
|
Majoriva GmbH
|
|
Germany
|
Methanol Holdco Cayman Ltd.
|
|
Cayman Islands
|
Northern Mountains Celcan LP
|
|
Canada
|
NutriCapital Inc.
|
|
Delaware
|
Nutrinova Benelux S.A./N.V.
|
|
Belgium
|
Nutrinova France S.à r.l†
|
|
France
|
Nutrinova Inc.
|
|
Delaware
|
Nutrinova Nutrition Specialties & Food Ingredients GmbH
|
|
Germany
|
PT Celanese Indonesia Operations
|
|
Indonesia
|
RIOMAVA GmbH
|
|
Germany
|
Servicios Corporativos Celanese S. de R.L. de C.V.
|
|
Mexico
|
Tenedora Tercera de Toluca S. de R.L. de C.V.
|
|
Mexico
|
Ticona Austria GmbH
|
|
Austria
|
Ticona CR s.r.o
|
|
Czech Republic
|
Ticona Fortron Inc.
|
|
Delaware
|
Ticona France S.à r.l
|
|
France
|
Ticona GmbH
|
|
Germany
|
Ticona Industrial Co. Ltd.
|
|
South Korea
|
Ticona Italia S.r.L
|
|
Italy
|
Ticona Korea Ltd.
|
|
Korea
|
Ticona LLC
|
|
Delaware
|
Ticona PBT Holding B.V.
|
|
Netherlands
|
Ticona Polymers Inc.
|
|
Delaware
|
Ticona Polymers Ltda.
|
|
Brazil
|
Ticona Technische Polymere gAG
|
|
Russia
|
Ticona UK Limited
|
|
United Kingdom
|
Transatlantique Chimie S.A.
|
|
France
|
Tydeus Erste Vermögensverwaltungs GmbH
|
|
Germany
|
Tydeus Zweite Vermögensverwaltungs GmbH
|
|
Germany
|
US Pet Film Inc.
|
|
Delaware
|
|
|
|
Aggregate Ownership of 50% or less
|
|
|
CTE Petrochemicals Co.
3
|
|
Cayman Islands
|
Fairway Methanol LLC
3
|
|
Delaware
|
Fortron Industries, LLC
3
|
|
North Carolina
|
InfraServ GmbH & Co. Gendorf KG
4
|
|
Germany
|
Infraserv GmbH & Co. Hoechst KG
5
|
|
Germany
|
InfraServ GmbH & Co. Knapsack KG
6
|
|
Germany
|
InfraServ GmbH & Co. Wiesbaden KG
7
|
|
Germany
|
Korea Engineering Plastics Co., Ltd.
3
|
|
Korea
|
Kunming Cellulose Fibers Company, Limited
8
|
|
China
|
National Methanol Company
9
|
|
Saudi Arabia
|
Nantong Cellulose Fibers Company, Limited
10
|
|
China
|
Polyplastics Company, Ltd.
11
|
|
Japan
|
Zhuhai Cellulose Fibers Company, Limited
8
|
|
China
|
1
|
|
Aggregate ownership is 51.00%
|
|
|
|
|
|
2
|
|
Aggregate ownership is 99.89%
|
|
|
|
|
|
3
|
|
Aggregate ownership is 50.00%
|
|
|
|
|
|
4
|
|
Aggregate ownership is 32.43%
|
|
|
|
|
|
5
|
|
Aggregate ownership is 39.00%
|
|
|
|
|
|
6
|
|
Aggregate ownership is 27.00%
|
|
|
|
|
|
7
|
|
Aggregate ownership is 7.90%
|
|
|
|
|
|
8
|
|
Aggregate ownership is 30.00%
|
|
|
|
|
|
9
|
|
Aggregate ownership is 25.00%
|
|
|
|
|
|
10
|
|
Aggregate ownership is 30.68%
|
|
|
|
|
|
11
|
|
Aggregate ownership is 45.00%
|
|
|
|
|
|
†
|
|
In liquidation
|
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 7, 2014
|
|
|
/s/ STEVEN M. STERIN
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
Date: February 7, 2014
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date: February 7, 2014
|
|
|
/s/ STEVEN M. STERIN
|
|
|
|
|
|
Steven M. Sterin
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
|
Date: February 7, 2014
|
|
PAGE
|
Independent Auditor's Report
|
|
Statements of Operations for the years ended December 31, 2013, 2012 and 2011
|
|
Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011
|
|
Balance Sheets as of December 31, 2013 and 2012
|
|
Statements of Partners' Capital for the years ended December 31, 2013, 2012 and 2011
|
|
Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
Notes to Financial Statements
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Equity in net earnings of Ibn Sina
|
$
|
214,704
|
|
|
$
|
267,172
|
|
|
$
|
232,250
|
|
Administrative expenses
|
(45
|
)
|
|
(67
|
)
|
|
(119
|
)
|
|||
Withholding tax expense
|
(10,320
|
)
|
|
(12,712
|
)
|
|
(11,329
|
)
|
|||
Net earnings
|
$
|
204,339
|
|
|
$
|
254,393
|
|
|
$
|
220,802
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
204,339
|
|
|
$
|
254,393
|
|
|
$
|
220,802
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Pension and postretirement benefits
|
(300
|
)
|
|
(700
|
)
|
|
(5,642
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
(300
|
)
|
|
(700
|
)
|
|
(5,642
|
)
|
|||
Total comprehensive income, net of tax
|
$
|
204,039
|
|
|
$
|
253,693
|
|
|
$
|
215,160
|
|
|
As of December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
298
|
|
|
$
|
71
|
|
Total current assets
|
298
|
|
|
71
|
|
||
|
|
|
|
||||
Investment in Ibn Sina
|
164,193
|
|
|
156,048
|
|
||
|
|
|
|
||||
Total assets
|
$
|
164,491
|
|
|
$
|
156,119
|
|
|
|
|
|
||||
Liabilities and Partners' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accrued liabilities
|
$
|
45
|
|
|
$
|
60
|
|
Total current liabilities
|
45
|
|
|
60
|
|
||
|
|
|
|
||||
Partners' capital
|
164,446
|
|
|
156,059
|
|
||
|
|
|
|
||||
Total liabilities and partners' capital
|
$
|
164,491
|
|
|
$
|
156,119
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Insurance
Ltd.
|
Total
|
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Insurance
Ltd.
|
Total
|
|
Texas
Eastern
Arabian
Ltd.
|
Elwood
Insurance
Ltd.
|
Total
|
||||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||
Partners' Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the year
|
$
|
78,703
|
|
$
|
85,448
|
|
$
|
164,151
|
|
|
$
|
73,256
|
|
$
|
77,976
|
|
$
|
151,232
|
|
|
$
|
72,344
|
|
$
|
73,195
|
|
$
|
145,539
|
|
Net earnings
|
102,170
|
|
102,169
|
|
204,339
|
|
|
127,197
|
|
127,196
|
|
254,393
|
|
|
110,401
|
|
110,401
|
|
220,802
|
|
|||||||||
Net dividends
|
(103,160
|
)
|
(92,492
|
)
|
(195,652
|
)
|
|
(121,750
|
)
|
(119,724
|
)
|
(241,474
|
)
|
|
(109,489
|
)
|
(105,620
|
)
|
(215,109
|
)
|
|||||||||
Balance as of the end of the year
|
77,713
|
|
95,125
|
|
172,838
|
|
|
78,703
|
|
85,448
|
|
164,151
|
|
|
73,256
|
|
77,976
|
|
151,232
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the year
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
|
(3,696
|
)
|
(3,696
|
)
|
(7,392
|
)
|
|
(875
|
)
|
(875
|
)
|
(1,750
|
)
|
|||||||||
Pension and postretirement benefits
|
(150
|
)
|
(150
|
)
|
(300
|
)
|
|
(350
|
)
|
(350
|
)
|
(700
|
)
|
|
(2,821
|
)
|
(2,821
|
)
|
(5,642
|
)
|
|||||||||
Balance as of the end of the year
|
(4,196
|
)
|
(4,196
|
)
|
(8,392
|
)
|
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
|
(3,696
|
)
|
(3,696
|
)
|
(7,392
|
)
|
|||||||||
Total Partners' Capital
|
$
|
73,517
|
|
$
|
90,929
|
|
$
|
164,446
|
|
|
$
|
74,657
|
|
$
|
81,402
|
|
$
|
156,059
|
|
|
$
|
69,560
|
|
$
|
74,280
|
|
$
|
143,840
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
204,339
|
|
|
$
|
254,393
|
|
|
$
|
220,802
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net earnings of Ibn Sina
|
(214,704
|
)
|
|
(267,172
|
)
|
|
(232,250
|
)
|
|||
Dividends received
|
206,259
|
|
|
254,251
|
|
|
226,570
|
|
|||
Accrued liabilities
|
(15
|
)
|
|
5
|
|
|
55
|
|
|||
Net cash provided by operating activities
|
195,879
|
|
|
241,477
|
|
|
215,177
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
(195,652
|
)
|
|
(241,474
|
)
|
|
(215,109
|
)
|
|||
Net cash used in financing activities
|
(195,652
|
)
|
|
(241,474
|
)
|
|
(215,109
|
)
|
|||
Net change in cash
|
227
|
|
|
3
|
|
|
68
|
|
|||
Cash at beginning of year
|
71
|
|
|
68
|
|
|
—
|
|
|||
Cash at end of year
|
$
|
298
|
|
|
$
|
71
|
|
|
$
|
68
|
|
1.
|
Description of the Company and Basis of Presentation
|
2.
|
Summary of Accounting Policies
|
•
|
Estimates and assumptions
|
•
|
Investment in Ibn Sina
|
•
|
Dividends
|
•
|
Accumulated Other Comprehensive Income (Loss)
|
3.
|
Accounting Pronouncements
|
4.
|
Investment in Ibn Sina
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Total Assets
|
$
|
551,865
|
|
|
$
|
551,500
|
|
|
$
|
529,100
|
|
Debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Liabilities
|
231,849
|
|
|
231,958
|
|
|
222,123
|
|
|||
Net Sales
|
1,179,823
|
|
|
1,345,146
|
|
|
1,242,616
|
|
|||
Operating Income
|
541,741
|
|
|
665,050
|
|
|
576,476
|
|
|||
Net Income
|
479,945
|
|
|
591,487
|
|
|
515,650
|
|
5.
|
Withholding Taxes
|
6.
|
Subsequent Events
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
2013
|
|
|
2012
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
3
|
|
102,152
|
|
|
419,343
|
|
Receivable from related parties
|
15
|
|
583,220
|
|
|
554,140
|
|
Inventories
|
4
|
|
216,340
|
|
|
240,024
|
|
Other receivables and prepayments
|
5
|
|
77,547
|
|
|
65,867
|
|
Total current assets
|
|
|
979,259
|
|
|
1,279,374
|
|
|
|
|
|
|
|
||
Non-current assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
971,101
|
|
|
715,537
|
|
Intangible assets
|
7
|
|
91,955
|
|
|
34,535
|
|
Other non-current assets
|
8
|
|
12,522
|
|
|
17,403
|
|
Total non-current assets
|
|
|
1,075,578
|
|
|
767,475
|
|
TOTAL ASSETS
|
|
|
2,054,837
|
|
|
2,046,849
|
|
|
|
|
|
|
|
||
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
10
|
|
62,154
|
|
|
70,917
|
|
Accrued and other current liabilities
|
11
|
|
564,965
|
|
|
570,851
|
|
Total current liabilities
|
|
|
627,119
|
|
|
641,768
|
|
|
|
|
|
|
|
||
Non-current liabilities
|
12
|
|
118,575
|
|
|
121,680
|
|
Total liabilities
|
|
|
745,694
|
|
|
763,448
|
|
|
|
|
|
|
|
||
Partners' equity
|
|
|
|
|
|
||
Share capital
|
1
|
|
558,000
|
|
|
558,000
|
|
Statutory reserve
|
18
|
|
279,000
|
|
|
279,000
|
|
Retained earnings
|
|
|
472,143
|
|
|
446,401
|
|
Total partners' equity
|
|
|
1,309,143
|
|
|
1,283,401
|
|
TOTAL LIABILITIES AND PARTNERS' EQUITY
|
|
|
2,054,837
|
|
|
2,046,849
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Sales
|
15
|
|
4,424,335
|
|
|
5,044,298
|
|
|
4,659,811
|
|
Cost of sales
|
15
|
|
(2,344,509
|
)
|
|
(2,524,445
|
)
|
|
(2,474,365
|
)
|
Gross profit
|
|
|
2,079,826
|
|
|
2,519,853
|
|
|
2,185,446
|
|
Distribution expenses
|
|
|
(371
|
)
|
|
(478
|
)
|
|
(1,011
|
)
|
General and administrative expenses
|
14,15
|
|
(26,469
|
)
|
|
(25,439
|
)
|
|
(20,221
|
)
|
Operating income
|
|
|
2,052,986
|
|
|
2,493,936
|
|
|
2,164,214
|
|
Financial charges
|
|
|
(21
|
)
|
|
—
|
|
|
(14
|
)
|
Other income, net
|
|
|
8,192
|
|
|
11,752
|
|
|
15,029
|
|
NET INCOME
|
|
|
2,061,157
|
|
|
2,505,688
|
|
|
2,179,229
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
2,061,157
|
|
|
2,505,688
|
|
|
2,179,229
|
|
Adjustments for:
|
|
|
|
|
|
|||
Provision for obsolete inventories
|
337
|
|
|
—
|
|
|
—
|
|
Depreciation
|
107,917
|
|
|
111,258
|
|
|
159,248
|
|
Loss on write-off of property, plant and equipment
|
91
|
|
|
5
|
|
|
—
|
|
Amortization
|
52,532
|
|
|
50,508
|
|
|
29,593
|
|
End-of-service indemnities
|
15,234
|
|
|
14,806
|
|
|
14,669
|
|
|
|
|
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Receivable from related parties
|
(29,080
|
)
|
|
(51,543
|
)
|
|
(40,467
|
)
|
Inventories
|
23,347
|
|
|
(38,296
|
)
|
|
17,474
|
|
Other receivables and prepayments
|
(11,680
|
)
|
|
(9,023
|
)
|
|
(19,149
|
)
|
Accounts payable
|
(8,763
|
)
|
|
30,953
|
|
|
(6,574
|
)
|
Accrued and other current liabilities
|
67,486
|
|
|
16,799
|
|
|
18,316
|
|
Other liabilities
|
(334
|
)
|
|
(3,581
|
)
|
|
3,675
|
|
End-of-service indemnities paid
|
(18,005
|
)
|
|
(16,119
|
)
|
|
(3,153
|
)
|
Zakat and income tax paid
|
(313,300
|
)
|
|
(311,623
|
)
|
|
(186,229
|
)
|
Net cash from operating activities
|
1,946,939
|
|
|
2,299,832
|
|
|
2,166,632
|
|
|
|
|
|
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|||
Additions to property, plant and equipment, net
|
(363,777
|
)
|
|
(96,113
|
)
|
|
(239,665
|
)
|
Proceeds from disposal of property, plant and equipment
|
205
|
|
|
—
|
|
|
—
|
|
Additions to intangible assets
|
(109,952
|
)
|
|
(21,937
|
)
|
|
(53,963
|
)
|
Other non-current assets
|
4,881
|
|
|
3,520
|
|
|
33,097
|
|
Net cash used in investing activities
|
(468,643
|
)
|
|
(114,530
|
)
|
|
(260,531
|
)
|
|
|
|
|
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|||
Dividends paid net of zakat and income tax
|
(1,795,487
|
)
|
|
(2,161,299
|
)
|
|
(1,845,995
|
)
|
Cash used in financing activities
|
(1,795,487
|
)
|
|
(2,161,299
|
)
|
|
(1,845,995
|
)
|
Net (decrease)/increase in cash and cash equivalents
|
(317,191
|
)
|
|
24,003
|
|
|
60,106
|
|
Cash and cash equivalents, January 1
|
419,343
|
|
|
395,340
|
|
|
335,234
|
|
CASH AND CASH EQUIVALENTS, DECEMBER 31
|
102,152
|
|
|
419,343
|
|
|
395,340
|
|
|
|
|
|
|
|
|
|
Saudi
Basic
Industries
Corporation
|
|
|
CTE
Petrochemicals
Company
|
|
|
Total
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Share capital
|
|
|
|
|
|
|
|
|||
December 31, 2013, 2012 and 2011
|
1
|
|
279,000
|
|
|
279,000
|
|
|
558,000
|
|
Statutory reserve
|
|
|
|
|
|
|
|
|||
December 31, 2013, 2012 and 2011
|
18
|
|
139,500
|
|
|
139,500
|
|
|
279,000
|
|
Retained earnings
|
|
|
|
|
|
|
|
|||
January 1, 2011
|
|
|
172,989
|
|
|
138,390
|
|
|
311,379
|
|
Net income for the year
|
|
|
1,089,615
|
|
|
1,089,614
|
|
|
2,179,229
|
|
Zakat and income tax for the year
|
13
|
|
(28,549
|
)
|
|
(226,441
|
)
|
|
(254,990
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
113,099
|
|
|
113,099
|
|
Dividends related to the year 2010, net
|
|
|
(173,185
|
)
|
|
(139,564
|
)
|
|
(312,749
|
)
|
Dividends related to the current year
|
|
|
(823,173
|
)
|
|
(823,172
|
)
|
|
(1,646,345
|
)
|
December 31, 2011
|
|
|
237,697
|
|
|
151,926
|
|
|
389,623
|
|
|
|
|
|
|
|
|
|
|||
Net income for the year
|
|
|
1,252,844
|
|
|
1,252,844
|
|
|
2,505,688
|
|
Zakat and income tax for the year
|
13
|
|
(33,030
|
)
|
|
(254,581
|
)
|
|
(287,611
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
169,770
|
|
|
169,770
|
|
Dividends related to the year 2011, net
|
|
|
(237,853
|
)
|
|
(153,178
|
)
|
|
(391,031
|
)
|
Dividends related to the current year
|
|
|
(970,019
|
)
|
|
(970,019
|
)
|
|
(1,940,038
|
)
|
December 31, 2012
|
|
|
249,639
|
|
|
196,762
|
|
|
446,401
|
|
|
|
|
|
|
|
|
|
|||
Net income for the year
|
|
|
1,030,579
|
|
|
1,030,578
|
|
|
2,061,157
|
|
Zakat and income tax for the year
|
13
|
|
(26,144
|
)
|
|
(213,784
|
)
|
|
(239,928
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
191,997
|
|
|
191,997
|
|
Dividends related to the year 2012, net
|
|
|
(249,915
|
)
|
|
(194,431
|
)
|
|
(444,346
|
)
|
Dividends related to the current year
|
|
|
(771,569
|
)
|
|
(771,569
|
)
|
|
(1,543,138
|
)
|
December 31, 2013
|
|
|
232,590
|
|
|
239,553
|
|
|
472,143
|
|
|
|
|
|
|
|
|
|
|||
Total partners' equity
|
|
|
|
|
|
|
|
|||
December 31, 2013
|
|
|
651,090
|
|
|
658,053
|
|
|
1,309,143
|
|
December 31, 2012
|
|
|
668,139
|
|
|
615,262
|
|
|
1,283,401
|
|
December 31, 2011
|
|
|
656,197
|
|
|
570,426
|
|
|
1,226,623
|
|
1.
|
ORGANIZATION AND ACTIVITIES
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Years
|
|
Buildings
|
33
|
|
Plant and equipment
|
5-20
|
|
Catalyst
|
1-6
|
|
Furniture, fixtures and vehicles
|
4-10
|
|
3.
|
CASH AND CASH EQUIVALENTS
|
|
2013
|
|
|
2012
|
|
|
SR
000
|
|
|
SR 000
|
|
Cash and bank balances
|
102,152
|
|
|
175,593
|
|
Time deposits
|
—
|
|
|
243,750
|
|
|
102,152
|
|
|
419,343
|
|
4.
|
INVENTORIES
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
Finished goods
|
128,820
|
|
|
120,673
|
|
Raw materials
|
26,433
|
|
|
31,058
|
|
Spare parts and supplies
|
56,137
|
|
|
53,440
|
|
Goods in transit
|
4,950
|
|
|
34,853
|
|
|
216,340
|
|
|
240,024
|
|
5.
|
OTHER RECEIVABLES AND PREPAYMENTS
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
Advances to related parties (note 15)
|
50,427
|
|
|
44,711
|
|
Prepayments
|
15,781
|
|
|
15,945
|
|
Others
|
11,339
|
|
|
5,211
|
|
|
77,547
|
|
|
65,867
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
Buildings
|
|
|
Plant and
equipment
|
|
|
Catalyst
|
|
|
Furniture,
fixtures and
vehicles
|
|
|
Construction
in progress
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2013
|
311,681
|
|
|
2,294,565
|
|
|
172,777
|
|
|
89,518
|
|
|
222,204
|
|
|
3,090,745
|
|
Additions
|
—
|
|
|
15,951
|
|
|
56,037
|
|
|
1,155
|
|
|
290,713
|
|
|
363,856
|
|
Transfers
|
—
|
|
|
19,831
|
|
|
1,944
|
|
|
138
|
|
|
(21,913
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
(356
|
)
|
|
—
|
|
|
(786
|
)
|
December 31, 2013
|
311,681
|
|
|
2,329,917
|
|
|
230,758
|
|
|
90,455
|
|
|
491,004
|
|
|
3,453,815
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2013
|
233,797
|
|
|
1,921,469
|
|
|
141,338
|
|
|
78,604
|
|
|
—
|
|
|
2,375,208
|
|
Charge for year
|
9,438
|
|
|
82,791
|
|
|
12,746
|
|
|
2,942
|
|
|
—
|
|
|
107,917
|
|
Disposals/adjustments
|
—
|
|
|
(301
|
)
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
(411
|
)
|
December 31, 2013
|
243,235
|
|
|
2,003,959
|
|
|
154,084
|
|
|
81,436
|
|
|
—
|
|
|
2,482,714
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
68,446
|
|
|
325,958
|
|
|
76,674
|
|
|
9,019
|
|
|
491,004
|
|
|
971,101
|
|
|
Buildings
|
|
|
Plant and
equipment
|
|
|
Catalyst
|
|
|
Furniture,
fixtures and
vehicles
|
|
|
Construction
in progress
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2012
|
311,681
|
|
|
2,264,307
|
|
|
171,121
|
|
|
86,100
|
|
|
161,579
|
|
|
2,994,788
|
|
Additions
|
—
|
|
|
7,914
|
|
|
98
|
|
|
1,238
|
|
|
86,863
|
|
|
96,113
|
|
Transfers
|
—
|
|
|
22,500
|
|
|
1,558
|
|
|
2,180
|
|
|
(26,238
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
December 31, 2012
|
311,681
|
|
|
2,294,565
|
|
|
172,777
|
|
|
89,518
|
|
|
222,204
|
|
|
3,090,745
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2012
|
224,279
|
|
|
1,842,464
|
|
|
121,445
|
|
|
75,913
|
|
|
—
|
|
|
2,264,101
|
|
Charge for year
|
9,518
|
|
|
79,156
|
|
|
19,893
|
|
|
2,691
|
|
|
—
|
|
|
111,258
|
|
Disposals
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
December 31, 2012
|
233,797
|
|
|
1,921,469
|
|
|
141,338
|
|
|
78,604
|
|
|
—
|
|
|
2,375,208
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2012
|
77,884
|
|
|
373,096
|
|
|
31,439
|
|
|
10,914
|
|
|
222,204
|
|
|
715,537
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
(cumulative)
|
|
|
(cumulative)
|
|
Total cost incurred for the shared power project
|
154,868
|
|
|
48,132
|
|
Less: provisional share of the parties
|
(123,906
|
)
|
|
(40,032
|
)
|
Total cost attributable to the Company
|
30,962
|
|
|
8,100
|
|
|
|
|
|
||
Share attributable to the POM project under construction
|
26,044
|
|
|
7,546
|
|
|
|
|
|
||
Share attributable to existing Methanol and MTBE plants
|
4,918
|
|
|
554
|
|
7.
|
INTANGIBLE ASSETS
|
|
Employee
home
ownership
costs
|
|
|
Turnaround
costs
|
|
|
Software
development
costs
|
|
|
SSO
costs
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|||||
January 1, 2013
|
5,877
|
|
|
291,656
|
|
|
18,963
|
|
|
—
|
|
|
316,496
|
|
Additions
|
—
|
|
|
100,907
|
|
|
—
|
|
|
9,045
|
|
|
109,952
|
|
December 31, 2013
|
5,877
|
|
|
392,563
|
|
|
18,963
|
|
|
9,045
|
|
|
426,448
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|||||
January 1, 2013
|
4,927
|
|
|
259,288
|
|
|
17,746
|
|
|
—
|
|
|
281,961
|
|
Charge for the year
|
950
|
|
|
49,659
|
|
|
1,022
|
|
|
901
|
|
|
52,532
|
|
December 31, 2013
|
5,877
|
|
|
308,947
|
|
|
18,768
|
|
|
901
|
|
|
334,493
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2013
|
—
|
|
|
83,616
|
|
|
195
|
|
|
8,144
|
|
|
91,955
|
|
|
Employee
home ownership costs |
|
|
Turnaround
costs
|
|
|
Software
development
costs
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|
|
||||
January 1, 2012
|
5,877
|
|
|
269,719
|
|
|
18,963
|
|
|
294,559
|
|
Additions
|
—
|
|
|
21,937
|
|
|
—
|
|
|
21,937
|
|
December 31, 2012
|
5,877
|
|
|
291,656
|
|
|
18,963
|
|
|
316,496
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
||||
January 1, 2012
|
3,752
|
|
|
210,116
|
|
|
17,585
|
|
|
231,453
|
|
Charge for the year
|
1,175
|
|
|
49,172
|
|
|
161
|
|
|
50,508
|
|
December 31, 2012
|
4,927
|
|
|
259,288
|
|
|
17,746
|
|
|
281,961
|
|
Net book value
|
|
|
|
|
|
|
|
||||
December 31, 2012
|
950
|
|
|
32,368
|
|
|
1,217
|
|
|
34,535
|
|
8.
|
OTHER NON-CURRENT ASSETS
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee home ownership receivables
|
10,932
|
|
|
15,623
|
|
Others
|
1,590
|
|
|
1,780
|
|
|
12,522
|
|
|
17,403
|
|
9.
|
BANK FACILITIES
|
10.
|
ACCOUNTS PAYABLE
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
Trade accounts payable
|
34,195
|
|
|
11,541
|
|
Due to related parties (note 15)
|
27,959
|
|
|
59,376
|
|
|
62,154
|
|
|
70,917
|
|
11.
|
ACCRUED AND OTHER CURRENT LIABILITIES
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
Suppliers' accruals (note 15)
|
456,485
|
|
|
406,838
|
|
Technology and innovation costs (note 14,15)
|
2,399
|
|
|
1,557
|
|
Zakat and income tax (note 13)
|
44,503
|
|
|
117,875
|
|
Withholding tax
|
12,941
|
|
|
14,402
|
|
Others
|
48,637
|
|
|
30,179
|
|
|
564,965
|
|
|
570,851
|
|
12.
|
NON-CURRENT LIABILITIES
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
End-of-service indemnities
|
103,676
|
|
|
106,447
|
|
Employees' saving plan (note 17)
|
9,844
|
|
|
9,551
|
|
Other deferred credits
|
5,055
|
|
|
5,682
|
|
|
118,575
|
|
|
121,680
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
January 1
|
106,447
|
|
|
107,760
|
|
Additional provision for the year
|
15,234
|
|
|
14,806
|
|
Utilization of provision
|
(18,005
|
)
|
|
(16,119
|
)
|
December 31
|
103,676
|
|
|
106,447
|
|
13.
|
ZAKAT AND INCOME TAX
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Non-current assets
|
1,075,578
|
|
|
767,475
|
|
|
814,716
|
|
Spare parts and supplies
|
56,137
|
|
|
53,440
|
|
|
36,157
|
|
Non-current liabilities
|
118,575
|
|
|
121,680
|
|
|
126,574
|
|
Opening partners' equity
|
1,283,401
|
|
|
1,226,623
|
|
|
1,148,379
|
|
Dividends paid
|
1,795,487
|
|
|
2,161,299
|
|
|
1,845,995
|
|
Net income
|
2,061,157
|
|
|
2,505,688
|
|
|
2,179,229
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat
|
|
|
|
|
|
|||
January 1
|
33,043
|
|
|
28,601
|
|
|
19,806
|
|
Provision for the year
|
26,278
|
|
|
33,043
|
|
|
28,601
|
|
Over provision for the prior year
|
(134
|
)
|
|
(13
|
)
|
|
(52
|
)
|
Payments during the year
|
(32,909
|
)
|
|
(28,588
|
)
|
|
(19,754
|
)
|
December 31
|
26,278
|
|
|
33,043
|
|
|
28,601
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Income tax
|
|
|
|
|
|
|||
January 1
|
84,832
|
|
|
113,286
|
|
|
53,319
|
|
Provision for the year
|
210,222
|
|
|
254,604
|
|
|
226,385
|
|
Under/(over) provision for the prior year
|
3,562
|
|
|
(23
|
)
|
|
56
|
|
Payments during the year
|
(280,391
|
)
|
|
(283,035
|
)
|
|
(166,474
|
)
|
December 31
|
18,225
|
|
|
84,832
|
|
|
113,286
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat for the current year
|
26,278
|
|
|
33,043
|
|
|
28,601
|
|
Over provision of zakat for the prior year
|
(134
|
)
|
|
(13
|
)
|
|
(52
|
)
|
Income tax for the current year
|
210,222
|
|
|
254,604
|
|
|
226,385
|
|
Under/(over) provision for income tax for the prior year
|
3,562
|
|
|
(23
|
)
|
|
56
|
|
Charged to retained earnings
|
239,928
|
|
|
287,611
|
|
|
254,990
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee benefits
|
11,875
|
|
|
11,106
|
|
|
7,684
|
|
Technology and innovation (note 15)
|
10,043
|
|
|
9,995
|
|
|
10,245
|
|
Depreciation
|
369
|
|
|
221
|
|
|
10
|
|
Other
|
4,182
|
|
|
4,117
|
|
|
2,282
|
|
|
26,469
|
|
|
25,439
|
|
|
20,221
|
|
15.
|
RELATED PARTY TRANSACTIONS AND BALANCES
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
SABIC - for technology and innovation services
|
10,043
|
|
|
9,995
|
|
|
10,245
|
|
16.
|
OPERATING LEASE ARRANGEMENTS
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Charges under operating leases recognized as an expense during the year
|
10,854
|
|
|
15,748
|
|
|
7,636
|
|
17.
|
EMPLOYEES' SAVING PLAN
|
18.
|
STATUTORY RESERVE
|
19.
|
RISK MANAGEMENT
|
20.
|
CONTINGENCIES AND CAPITAL COMMITMENTS
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Commitments for acquisition of property, plant and equipment
|
1,673,499
|
|
|
234,880
|
|
|
136,815
|
|
21.
|
COMPARATIVE FIGURES
|
22.
|
SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN ACCOUNTING STANDARDS ISSUED BY THE
SAUDI ORGANIZATION FOR CERTIFIED PUBLIC ACCOUNTANTS (SAUDI GAAP) AND
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES (US GAAP)
|
(a)
|
Reconciliation of net income
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Net income under Saudi GAAP
|
2,061,157
|
|
|
2,505,688
|
|
|
2,179,229
|
|
Adjustments:
|
|
|
|
|
|
|||
(i) Zakat and income tax
|
(239,928
|
)
|
|
(287,611
|
)
|
|
(254,990
|
)
|
(ii) Deferred tax
|
(835
|
)
|
|
11,015
|
|
|
6,070
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(14,533
|
)
|
|
(14,331
|
)
|
|
337
|
|
(iv) Other
|
(6,067
|
)
|
|
(435
|
)
|
|
3,044
|
|
Net income under US GAAP
|
1,799,794
|
|
|
2,214,326
|
|
|
1,933,690
|
|
(b)
|
Reconciliation of partners' equity
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Partners' equity under Saudi GAAP
|
1,309,143
|
|
|
1,283,401
|
|
|
1,226,623
|
|
(ii) Deferred tax
|
22,243
|
|
|
23,078
|
|
|
12,063
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(116,052
|
)
|
|
(98,988
|
)
|
|
(78,751
|
)
|
(iv) Other
|
(15,275
|
)
|
|
(9,208
|
)
|
|
(8,773
|
)
|
Partners' equity under US GAAP
|
1,200,059
|
|
|
1,198,283
|
|
|
1,151,162
|
|
(c)
|
Summary of reconciling items to US GAAP
|
(i)
|
Zakat and income tax
|
(ii)
|
Deferred tax
|
(iii)
|
Actuarial valuation adjustment for end of service
indemnities (“EOSI”)
|
(iv)
|
Other
|