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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, 2014
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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
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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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3.250% Senior Notes due 2019
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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
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Consumer Specialties
|
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Industrial Specialties
|
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Acetyl Intermediates
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||||
|
(In $ millions)
|
||||||||||
2014 Net Sales
(1)
|
1,459
|
|
|
1,158
|
|
|
1,224
|
|
|
2,961
|
|
|
|
|
|
|
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||||
Key Products
|
• Polyoxymethylene ("POM")
• Ultra-high molecular weight polyethylene ("UHMW-PE")
• Polybutylene terephthalate ("PBT")
• Long-fiber reinforced thermoplastics ("LFRT")
• Liquid crystal polymers ("LCP")
|
|
• Acetate tow
• Acetate flake
• Acetate film
• High intensity sweeteners
• Potassium sorbate
• Sorbic acid
• 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
• Acetaldehyde
• Ethyl acetate
• Formaldehyde
• Butyl acetate
• Ethanol
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||||
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||||
Major End-Use
Applications
|
• Fuel system components
• Automotive safety systems
• Medical applications
• Industrial products
• Battery separators
• Consumer electronics
• Appliances
• Filtration equipment
• Telecommunications
• Low-friction and low-wear grade acetal copolymer
|
|
• Filtration applications
• Films
• Flexible packaging
• Beverages
• Confections
• Baked goods
|
|
•
Paints
•
Coatings
•
Adhesives
•
Textiles
•
Paper finishing
•
Flexible packaging
•
Lamination products
•
Medical tubing
• Automotive parts
|
|
• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Solvents
|
(1)
|
Net sales for Consumer Specialties and Acetyl Intermediates exclude intersegment sales of
$2 million
and
$532 million
, respectively, for the year ended
December 31, 2014
.
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
|
(In $ millions, except percentages)
|
|
|
||||||||||||
North America
|
509
|
|
|
35
|
%
|
|
487
|
|
|
36
|
%
|
|
460
|
|
|
36
|
%
|
Europe and Africa
|
617
|
|
|
42
|
%
|
|
575
|
|
|
42
|
%
|
|
538
|
|
|
43
|
%
|
Asia-Pacific
|
284
|
|
|
20
|
%
|
|
238
|
|
|
18
|
%
|
|
213
|
|
|
17
|
%
|
South America
|
49
|
|
|
3
|
%
|
|
52
|
|
|
4
|
%
|
|
50
|
|
|
4
|
%
|
Total
|
1,459
|
|
|
100
|
%
|
|
1,352
|
|
|
100
|
%
|
|
1,261
|
|
|
100
|
%
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
195
|
|
|
17
|
%
|
|
204
|
|
|
17
|
%
|
|
203
|
|
|
17
|
%
|
Europe and Africa
|
549
|
|
|
48
|
%
|
|
592
|
|
|
49
|
%
|
|
572
|
|
|
48
|
%
|
Asia-Pacific
|
352
|
|
|
30
|
%
|
|
351
|
|
|
29
|
%
|
|
344
|
|
|
29
|
%
|
South America
|
62
|
|
|
5
|
%
|
|
63
|
|
|
5
|
%
|
|
63
|
|
|
6
|
%
|
Total
(1)
|
1,158
|
|
|
100
|
%
|
|
1,210
|
|
|
100
|
%
|
|
1,182
|
|
|
100
|
%
|
(1)
|
Excludes intersegment sales of
$2 million
,
$4 million
and
$4 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively.
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
461
|
|
|
38
|
%
|
|
441
|
|
|
38
|
%
|
|
475
|
|
|
40
|
%
|
Europe and Africa
|
562
|
|
|
46
|
%
|
|
520
|
|
|
45
|
%
|
|
502
|
|
|
42
|
%
|
Asia-Pacific
|
181
|
|
|
15
|
%
|
|
179
|
|
|
16
|
%
|
|
194
|
|
|
17
|
%
|
South America
|
20
|
|
|
1
|
%
|
|
15
|
|
|
1
|
%
|
|
13
|
|
|
1
|
%
|
Total
|
1,224
|
|
|
100
|
%
|
|
1,155
|
|
|
100
|
%
|
|
1,184
|
|
|
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 sorbic acid and potassium sorbates, as well as raw materials for the fragrance and food ingredients industry.
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
743
|
|
|
25
|
%
|
|
708
|
|
|
25
|
%
|
|
698
|
|
|
25
|
%
|
Europe and Africa
|
905
|
|
|
31
|
%
|
|
894
|
|
|
32
|
%
|
|
1,010
|
|
|
36
|
%
|
Asia-Pacific
|
1,210
|
|
|
41
|
%
|
|
1,091
|
|
|
39
|
%
|
|
986
|
|
|
35
|
%
|
South America
|
103
|
|
|
3
|
%
|
|
100
|
|
|
4
|
%
|
|
97
|
|
|
4
|
%
|
Total
(1)
|
2,961
|
|
|
100
|
%
|
|
2,793
|
|
|
100
|
%
|
|
2,791
|
|
|
100
|
%
|
(1)
|
Excludes intersegment sales of
$532 million
,
$448 million
and
$440 million
for the years ended
December 31, 2014
,
2013
and
2012
, 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 (50%);
Texas Eastern Arabian Corporation Ltd. (25%)
|
|
1981
|
Korea Engineering
Plastics Co., Ltd
|
South
Korea
|
|
50 %
|
|
Mitsubishi Gas Chemical Company, Inc. (40%);
Mitsubishi Corporation (10%)
|
|
1999
|
Polyplastics Co., Ltd.
|
Japan
|
|
45 %
|
|
Daicel Corporation (55%)
|
|
1964
|
Fortron Industries LLC
|
US
|
|
50 %
|
|
Kureha America Inc. (50%)
|
|
1992
|
Cost Method Investments
|
|
|
|
|
|
|
|
Consumer Specialties
|
|
|
|
|
|
|
|
Kunming Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation (70%)
|
|
1993
|
Nantong Cellulose Fibers Co. Ltd.
|
China
|
|
31 %
|
|
China National Tobacco Corporation (69%)
|
|
1986
|
Zhuhai Cellulose Fibers Co. Ltd.
|
China
|
|
30 %
|
|
China National Tobacco Corporation (70%)
|
|
1993
|
•
|
Other Equity Method Investments
|
|
As of December 31, 2014
|
|
(In percentages)
|
InfraServ GmbH & Co. Gendorf KG
|
39
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
•
|
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 agreement (the "Amended Credit Agreement") or our indentures (the "Indentures") governing our
€300 million
in aggregate principal amount of
3.250%
senior unsecured notes due 2019,
$400 million
in aggregate principal amount of
5.875%
senior unsecured notes due 2021 and
$500 million
in aggregate principal amount of
4.625%
senior unsecured notes due 2022 (collectively, the "Senior Notes");
|
•
|
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
|
•
|
Exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;
|
•
|
Exposing us to the risk of changes in currency exchange rates as certain of our borrowings are denominated in foreign currencies;
|
•
|
Limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
|
•
|
Limiting our ability to enter into certain commercial arrangements because of concerns of counterparty risks; 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
|
|
Polyoxymethylene ("POM"), Ultra-high molecular weight polyethylene ("UHMW-PE"), Compounding
|
Florence, Kentucky, US
|
|
Owned
|
|
Compounding
|
Frankfurt am Main, Germany
(1)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(6)
|
|
POM, Compounding
|
Fuji City, Japan
|
|
Owned by Polyplastics Co., Ltd.
(6)
|
|
POM, Polybutylene terephthalate, Liquid crystal polymers ("LCP"), Compounding
|
Jubail, Saudi Arabia
|
|
Owned by National Methanol Company
(6)
|
|
Methyl tertiary-butyl ether, Methanol
|
Kaiserslautern, Germany
(1)
|
|
Leased
|
|
Long-fiber reinforced thermoplastics ("LFRT")
|
Kuantan, Malaysia
|
|
Owned by Polyplastics Co., Ltd.
(6)
|
|
POM, Compounding
|
Nanjing, China
(2)
|
|
Owned
|
|
LFRT, UHMW-PE, Compounding
|
North Kingstown, Rhode Island, US
|
|
Leased
|
|
Compounding
|
Oberhausen, Germany
(1)
|
|
Leased
|
|
UHMW-PE
|
Shelby, North Carolina, US
|
|
Owned
|
|
LCP, Compounding
|
Suzano, Brazil
(1)
|
|
Leased
|
|
Compounding
|
Ulsan, South Korea
|
|
Owned by Korea Engineering Plastics Co., Ltd.
(6)
|
|
POM
|
Wilmington, North Carolina, US
|
|
Owned by Fortron Industries LLC
(6)
|
|
Polyphenylene sulfide
|
Winona, Minnesota, US
|
|
Owned
|
|
LFRT
|
Consumer Specialties
|
|
|
|
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(6)
|
|
Sorbates, Sunett
®
sweetener, Qorus™ sweetener system
|
Kunming, China
|
|
Leased by Kunming Cellulose Fibers Co. Ltd.
(7)
|
|
Acetate tow
|
Lanaken, Belgium
|
|
Owned
|
|
Acetate tow
|
Nantong, China
|
|
Owned by Nantong Cellulose Fibers Co. Ltd.
(8)
|
|
Acetate tow, Acetate flake
|
Narrows, Virginia, US
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Ocotlán, Mexico
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Spondon, Derby, United Kingdom
(4)
|
|
Owned
|
|
Acetate film
|
Zhuhai, China
|
|
Leased by Zhuhai Cellulose Fibers Co. Ltd.
(9)
|
|
Acetate tow
|
Site
|
|
Leased/Owned
|
|
Products/Functions
|
Industrial Specialties
|
|
|
|
|
Boucherville, Quebec, Canada
|
|
Owned
|
|
Conventional emulsions
|
Edmonton, Alberta, Canada
|
|
Owned
|
|
Low-density polyethylene resins, Ethylene vinyl acetate
|
Enoree, South Carolina, US
|
|
Owned
|
|
Conventional emulsions, Vinyl acetate ethylene ("VAE") emulsions
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(6)
|
|
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
|
|
Vinyl acetate monomer ("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
(6)
|
|
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, Ethanol
|
Pardies, France
|
|
Owned
|
|
Site is no longer operating
|
Roussillon, France
(1)
|
|
Leased
|
|
Site is no longer operating
|
Tarragona, Spain
(5)
|
|
Owned by Complejo Industrial Taqsa AIE
(10)
|
|
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 no longer manufactures acetate tow and acetate flake at the Spondon, Derby, United Kingdom site as of December 31, 2012.
|
(5)
|
Celanese owns the assets on this site and shares ownership in the land. Celanese's ownership percentage in the land is 15%.
|
(6)
|
A Celanese equity method investment.
|
(7)
|
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.
|
(8)
|
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.
|
(9)
|
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.
|
(10)
|
A Celanese cost method investment.
|
Name
|
|
Age
|
|
Position
|
|
Mark C. Rohr
|
|
63
|
|
|
Chairman of the Board of Directors and Chief Executive Officer, President
|
Christopher W. Jensen
|
|
48
|
|
|
Senior Vice President, Finance and Interim Chief Financial Officer
|
Lori A. Johnston
|
|
50
|
|
|
Senior Vice President, Human Resources
|
Gjon N. Nivica, Jr.
|
|
50
|
|
|
Senior Vice President and General Counsel
|
|
Price Range
|
|
Dividends
Declared
|
|||||
|
High
|
|
Low
|
|
||||
|
(In $ per share)
|
|||||||
2014
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2014
|
56.21
|
|
|
48.78
|
|
|
0.180
|
|
Quarter ended June 30, 2014
|
65.17
|
|
|
54.48
|
|
|
0.250
|
|
Quarter ended September 30, 2014
|
66.35
|
|
|
57.57
|
|
|
0.250
|
|
Quarter ended December 31, 2014
|
63.28
|
|
|
49.42
|
|
|
0.250
|
|
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
|
|
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, 2014
|
|
192,580
|
|
|
$
|
58.02
|
|
|
164,800
|
|
|
$
|
490,000,000
|
|
November 1 - 30, 2014
|
|
468,128
|
|
|
$
|
59.25
|
|
|
468,128
|
|
|
$
|
463,000,000
|
|
December 1 - 31, 2014
|
|
199,796
|
|
|
$
|
60.78
|
|
|
190,259
|
|
|
$
|
451,000,000
|
|
Total
|
|
860,504
|
|
|
|
|
823,187
|
|
|
|
(1)
|
Includes 27,780 and 9,537 for October and December 2014, 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 has authorized the aggregate repurchase of
$1.4 billion
of our Common Stock since February 2008.
|
|
Year Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
6,802
|
|
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
|
5,918
|
|
Other (charges) gains, net
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
|
(46
|
)
|
Operating profit (loss)
|
758
|
|
|
1,508
|
|
|
175
|
|
|
402
|
|
|
398
|
|
Earnings (loss) from continuing operations before tax
|
941
|
|
|
1,609
|
|
|
321
|
|
|
467
|
|
|
433
|
|
Earnings (loss) from continuing operations
|
627
|
|
|
1,101
|
|
|
376
|
|
|
426
|
|
|
361
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
|
(49
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
624
|
|
|
1,101
|
|
|
372
|
|
|
427
|
|
|
312
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations — basic
|
4.07
|
|
|
6.93
|
|
|
2.37
|
|
|
2.72
|
|
|
2.31
|
|
Continuing operations — diluted
|
4.04
|
|
|
6.91
|
|
|
2.35
|
|
|
2.68
|
|
|
2.28
|
|
Balance Sheet Data (as of the end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
8,818
|
|
|
9,018
|
|
|
9,000
|
|
|
8,518
|
|
|
8,281
|
|
Total debt
|
2,745
|
|
|
3,064
|
|
|
3,098
|
|
|
3,017
|
|
|
3,218
|
|
Total Celanese Corporation stockholders' equity
|
2,818
|
|
|
2,699
|
|
|
1,730
|
|
|
1,341
|
|
|
926
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
290
|
|
|
305
|
|
|
308
|
|
|
298
|
|
|
287
|
|
Capital expenditures
(1)
|
681
|
|
|
408
|
|
|
339
|
|
|
364
|
|
|
222
|
|
Dividends paid per common share
(2)
|
0.93
|
|
|
0.53
|
|
|
0.27
|
|
|
0.22
|
|
|
0.18
|
|
(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 25 - Supplemental Cash Flow Information
and
Note 28 - Plant Relocation
in the accompanying consolidated financial statements for further information.
|
(2)
|
Annual dividends for the year ended
December 31, 2014
consist of one quarterly dividend payment of
$0.18
per share and three quarterly dividend payments of
$0.25
per share. 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. See
Note 17 - Stockholders' Equity
in the accompanying consolidated financial statements for further information.
|
•
|
changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
|
•
|
the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
|
•
|
changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources;
|
•
|
the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases;
|
•
|
the ability to maintain plant utilization rates and to implement planned capacity additions and expansions;
|
•
|
the ability to reduce or maintain 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.
|
•
|
We received The American Composites Manufacturers Association's Most Creative Composites Application Award for "Excellence in the Design Category" for high-performance carbon fiber strands used in overhead conductors.
|
•
|
We introduced a family of low-friction and low-wear thermoplastic polymers for medical devices that enables the device to operate smoothly providing a high degree of patient comfort and consistency.
|
•
|
We opened a new sales center in Istanbul, Turkey to support customer growth of our intermediate chemistry, engineered materials and emulsion polymers businesses in Turkey and the greater European region.
|
•
|
We announced the formation of a Commercial and Technology Center in Mexico to support the growth of global customers, particularly in Latin America, and to advance technical capabilities.
|
•
|
We signed a letter of intent with Setsunakasei Co. Ltd. ("Setsunan") to compound our engineered polymers in Setsunan's Japanese facilities.
|
•
|
We increased our share repurchase authorization to $500 million.
As of December 31, 2014
, we had
$451 million
remaining under the repurchase authorization.
|
•
|
Celanese US issued €300 million of 3.250% senior unsecured notes due 2019. Celanese US also redeemed on October 15, 2014 its $600 million 6.625% senior unsecured notes due 2018 and amended its existing senior secured credit facilities.
|
•
|
We acquired substantially all of the assets of Cool Polymers, Inc., based in North Kingstown, Rhode Island. The acquisition will accelerate our entry into thermally conductive polymers by building on Cool Polymers, Inc.'s polymer formulation expertise, application development capabilities and strong product portfolio.
|
•
|
We signed a Memorandum of Understanding with Indian Oil Corporation to explore the potential of a joint investment in a fuel ethanol plant to be built in India, based on our TCX
®
Technology.
|
•
|
We commercially launched our CelFX
™
technology for the Japanese market. CelFX
™
combines our proprietary binder and carbon to create a unique construction which allows concentrated filtration while maintaining full air flow.
|
•
|
We launched a uniquely low-friction and low-wear grade of acetal copolymer. This compound enables the production of injection molded parts with a very low coefficient of friction and wear rate, reducing energy loss, heat generation and noise in mechanical systems for industrial, transportation and consumer products and applications.
|
•
|
We received a corporate family rating upgrade from Moody's Investors Service to Ba1 from Ba2.
|
•
|
We filed for air permits with the Texas Commission on Environmental Quality for our potential methanol unit in Bishop, Texas. We are seeking local economic incentives for this unit with an expected annual capacity of 1.3 million tons.
|
•
|
We received the American Chemistry Council's Responsible Care Company of the Year award along with three other companies in recognition of outstanding achievements in environmental, health, safety and security performance.
|
•
|
We opened our Commercial Technology Center in Seoul, Republic of Korea. The research and development center will support customer growth in South Korea and advance the technical capabilities of our product portfolio.
|
•
|
We expanded our compounding capabilities at our integrated chemical complex in Nanjing, China, to include polyphenylene sulfide ("PPS"). PPS is used to replace metals and thermosets in applications spanning the automotive, electronics and aerospace industries.
|
•
|
We announced the expansion of our Florence, Kentucky facility to add compounding process lines to support demand for our engineered materials business. The unit is expected to be operational in the second quarter of 2015.
|
•
|
We announced the expansion of our Suzano, Brazil facility to include long-fiber reinforced thermoplastics production by mid-2015 to serve customers in Brazil and Latin America.
|
•
|
We announced our intent to construct a vinyl acetate ethylene ("VAE") emulsions unit in Southeast Asia. The unit will allow us to better serve customers with high-end applications in the architectural coatings, building and construction, carpet and paper industries. The unit is expected to begin production by the end of 2016.
|
•
|
We increased our quarterly Series A common stock, par value
$0.0001
per share ("Common Stock") cash dividend by 39%, from $0.72 to $1.00 per share of Common Stock on an annual basis. This increased our dividend payout ratio to approximately 20%.
|
•
|
We formed a joint venture, Fairway Methanol LLC ("Fairway"), with Mitsui & Co., Ltd., of Tokyo, Japan ("Mitsui"), in which we own
50%
of Fairway, for the production of methanol at our integrated chemical plant in Clear Lake, Texas. We received the final greenhouse gas permit from the US Environmental Protection Agency for the methanol unit and began construction. The planned methanol facility will have an annual capacity of
1.3 million
tons and is expected to be operational in the second half of 2015.
|
•
|
We received the Best Supplier Award from Whirlpool based on outstanding performance on quality, delivery and customer service.
|
•
|
Our engineered materials business introduced several differentiated polymer technologies that broaden our access to the utility industry, the oil and gas industry, original equipment manufacturers and companies that enhance supply chain efficiency. These include:
|
◦
|
Composite technologies for the utility industry that deliver greater reliability, capacity and performance for utility transmission lines, as well as spoolable pipe systems that meet the harsh demands of deepwater operations in the oil and gas industry.
|
◦
|
Anti-counterfeiting technologies that help original equipment manufacturers and suppliers ensure products contain components and parts that meet their specifications.
|
◦
|
Polymers that feature excellent chemical and thermal resistance, high hardness, rigidity and dimensional stability to withstand extreme industrial environments required by the RFID (radio-frequency identification) industry.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions, except percentages)
|
|||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
Net sales
|
6,802
|
|
|
6,510
|
|
|
6,418
|
|
Gross profit
|
1,616
|
|
|
1,365
|
|
|
1,181
|
|
Selling, general and administrative ("SG&A") expenses
|
(758
|
)
|
|
(311
|
)
|
|
(830
|
)
|
Other (charges) gains, net
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
Operating profit (loss)
|
758
|
|
|
1,508
|
|
|
175
|
|
Equity in net earnings of affiliates
|
246
|
|
|
180
|
|
|
242
|
|
Interest expense
|
(147
|
)
|
|
(172
|
)
|
|
(185
|
)
|
Refinancing expense
|
(29
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Dividend income - cost investments
|
116
|
|
|
93
|
|
|
85
|
|
Earnings (loss) from continuing operations before tax
|
941
|
|
|
1,609
|
|
|
321
|
|
Earnings (loss) from continuing operations
|
627
|
|
|
1,101
|
|
|
376
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
620
|
|
|
1,101
|
|
|
372
|
|
Net earnings (loss) attributable to Celanese Corporation
|
624
|
|
|
1,101
|
|
|
372
|
|
Other Data
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
290
|
|
|
305
|
|
|
308
|
|
SG&A expenses as a percentage of Net sales
|
11.1
|
%
|
|
4.8
|
%
|
|
12.9
|
%
|
Operating margin
(1)
|
11.1
|
%
|
|
23.2
|
%
|
|
2.7
|
%
|
Other (charges) gains, net
|
|
|
|
|
|
|||
Employee termination benefits
|
(7
|
)
|
|
(23
|
)
|
|
(6
|
)
|
Kelsterbach plant relocation
|
—
|
|
|
(13
|
)
|
|
(7
|
)
|
Plumbing actions
|
—
|
|
|
—
|
|
|
5
|
|
Asset impairments
|
—
|
|
|
(81
|
)
|
|
(8
|
)
|
Plant/office closures
|
2
|
|
|
(33
|
)
|
|
—
|
|
Commercial disputes
|
11
|
|
|
(8
|
)
|
|
2
|
|
Other
|
9
|
|
|
—
|
|
|
—
|
|
Total Other (charges) gains, net
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
780
|
|
|
984
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
137
|
|
|
177
|
|
Long-term debt
|
2,608
|
|
|
2,887
|
|
Total debt
|
2,745
|
|
|
3,064
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
9
|
|
|
(1
|
)
|
|
—
|
|
—
|
|
|
8
|
|
Consumer Specialties
|
(5
|
)
|
|
1
|
|
|
—
|
|
—
|
|
|
(4
|
)
|
Industrial Specialties
|
1
|
|
|
5
|
|
|
—
|
|
—
|
|
|
6
|
|
Acetyl Intermediates
|
(3
|
)
|
|
11
|
|
|
—
|
|
—
|
|
|
8
|
|
Total Company
|
—
|
|
|
6
|
|
|
—
|
|
(1
|
)
|
|
5
|
|
|
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
|
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
(8
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
(24
|
)
|
Interest cost and expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
Amortization of prior service credit
(1)
|
(24
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|
(72
|
)
|
Recognized actuarial (gain) loss
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|
454
|
|
Curtailment / settlement (gain) loss
(3)
|
(6
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(26
|
)
|
Total
|
(38
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|
454
|
|
|
350
|
|
(1)
|
Primarily relates to the elimination of eligibility for current and future employees and the elimination of benefits for certain participants under a US postretirement health care plan.
|
(2)
|
Relates to a decrease in the weighted average discount rate used to determine benefit obligations from
4.6%
to
3.7%
and a loss of
$52 million
reflecting the incorporation of the RP-2014 mortality tables into the actuarial assumptions for the US qualified pension plans as of
December 31, 2014
.
|
(3)
|
Primarily relates to actions taken in 2014 to offer a limited-time, voluntary buyout to certain participants of the Company's US qualified defined benefit pension plan with a vested benefit.
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Cost of sales
|
(22
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|
(11
|
)
|
|
36
|
|
|
(23
|
)
|
SG&A expenses
|
(12
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
411
|
|
|
379
|
|
Research and development expenses
|
(4
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
7
|
|
|
(6
|
)
|
Total
|
(38
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|
454
|
|
|
350
|
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
7
|
|
Interest cost and expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
Amortization of prior service credit
(1)
|
(5
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(14
|
)
|
Recognized actuarial (gain) loss
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
(493
|
)
|
Curtailment / settlement (gain) loss
(3)
|
(21
|
)
|
|
(12
|
)
|
|
4
|
|
|
(12
|
)
|
|
(11
|
)
|
|
(52
|
)
|
Total
|
(24
|
)
|
|
(14
|
)
|
|
5
|
|
|
(14
|
)
|
|
(542
|
)
|
|
(589
|
)
|
(1)
|
Primarily relates to the elimination of eligibility for current and future employees and the elimination of benefits for certain participants under a US postretirement health care plan.
|
(2)
|
Primarily relates to an increase in the weighted average discount rate used to determine benefit obligations from 3.8% to
4.6%
.
|
(3)
|
Primarily relates to actions taken in 2013 on certain pension plans in the US, the United Kingdom and Canada.
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Cost of sales
|
(14
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(39
|
)
|
|
(73
|
)
|
SG&A expenses
|
(7
|
)
|
|
(2
|
)
|
|
7
|
|
|
(3
|
)
|
|
(495
|
)
|
|
(500
|
)
|
Research and development expenses
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(8
|
)
|
|
(16
|
)
|
Total
|
(24
|
)
|
|
(14
|
)
|
|
5
|
|
|
(14
|
)
|
|
(542
|
)
|
|
(589
|
)
|
|
Year Ended
December 31, |
|
|
|
Year Ended
December 31, |
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
1,459
|
|
|
1,352
|
|
|
107
|
|
|
1,352
|
|
|
1,261
|
|
|
91
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Volume
|
9
|
%
|
|
|
|
|
|
5
|
%
|
|
|
|
|
||||
Price
|
(1)
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
||||
Currency
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
||||
Other
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
||||
Other (charges) gains, net
|
(1
|
)
|
|
(13
|
)
|
|
12
|
|
|
(13
|
)
|
|
(2
|
)
|
|
(11
|
)
|
Operating profit (loss)
|
221
|
|
|
904
|
|
|
(683
|
)
|
|
904
|
|
|
95
|
|
|
809
|
|
Operating margin
|
15.1
|
%
|
|
66.9
|
%
|
|
|
|
66.9
|
%
|
|
7.5
|
%
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
161
|
|
|
148
|
|
|
13
|
|
|
148
|
|
|
190
|
|
|
(42
|
)
|
Depreciation and amortization
|
106
|
|
|
110
|
|
|
(4
|
)
|
|
110
|
|
|
113
|
|
|
(3
|
)
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
1,160
|
|
|
1,214
|
|
|
(54
|
)
|
|
1,214
|
|
|
1,186
|
|
|
28
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Volume
|
(5)
|
%
|
|
|
|
|
|
|
|
(4
|
)%
|
|
|
|
|
||
Price
|
1
|
%
|
|
|
|
|
|
|
|
6
|
%
|
|
|
|
|
||
Currency
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
||
Other (charges) gains, net
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
Operating profit (loss)
|
388
|
|
|
346
|
|
|
42
|
|
|
346
|
|
|
251
|
|
|
95
|
|
Operating margin
|
33.4
|
%
|
|
28.5
|
%
|
|
|
|
28.5
|
%
|
|
21.2
|
%
|
|
|
|
|
Equity in net earnings (loss) of affiliates
|
9
|
|
|
3
|
|
|
6
|
|
|
3
|
|
|
6
|
|
|
(3
|
)
|
Dividend income - cost investments
|
115
|
|
|
92
|
|
|
23
|
|
|
92
|
|
|
83
|
|
|
9
|
|
Depreciation and amortization
|
43
|
|
|
41
|
|
|
2
|
|
|
41
|
|
|
45
|
|
|
(4
|
)
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
1,224
|
|
|
1,155
|
|
|
69
|
|
|
1,155
|
|
|
1,184
|
|
|
(29
|
)
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Volume
|
1
|
%
|
|
|
|
|
|
(1)
|
%
|
|
|
|
|
||||
Price
|
5
|
%
|
|
|
|
|
|
(3)
|
%
|
|
|
|
|
||||
Currency
|
—
|
%
|
|
|
|
|
|
2
|
%
|
|
|
|
|
||||
Other
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
||||
Other (charges) gains, net
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Operating profit (loss)
|
76
|
|
|
64
|
|
|
12
|
|
|
64
|
|
|
86
|
|
|
(22
|
)
|
Operating margin
|
6.2
|
%
|
|
5.5
|
%
|
|
|
|
5.5
|
%
|
|
7.3
|
%
|
|
|
||
Depreciation and amortization
|
48
|
|
|
52
|
|
|
(4
|
)
|
|
52
|
|
|
55
|
|
|
(3
|
)
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Net sales
|
3,493
|
|
|
3,241
|
|
|
252
|
|
|
3,241
|
|
|
3,231
|
|
|
10
|
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Volume
|
(3)
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
||||
Price
|
11
|
%
|
|
|
|
|
|
(2)
|
%
|
|
|
|
|
||||
Currency
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
||||
Other
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
||||
Other (charges) gains, net
|
(3
|
)
|
|
(141
|
)
|
|
138
|
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
Operating profit (loss)
|
558
|
|
|
153
|
|
|
405
|
|
|
153
|
|
|
269
|
|
|
(116
|
)
|
Operating margin
|
16.0
|
%
|
|
4.7
|
%
|
|
|
|
4.7
|
%
|
|
8.3
|
%
|
|
|
||
Equity in net earnings (loss) of affiliates
|
20
|
|
|
5
|
|
|
15
|
|
|
5
|
|
|
11
|
|
|
(6
|
)
|
Depreciation and amortization
|
81
|
|
|
86
|
|
|
(5
|
)
|
|
86
|
|
|
80
|
|
|
6
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||
|
(In $ millions)
|
||||||||||||||||
Other (charges) gains, net
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
Operating profit (loss)
|
(485
|
)
|
|
41
|
|
|
(526
|
)
|
|
41
|
|
|
(526
|
)
|
|
567
|
|
Equity in net earnings (loss) of affiliates
|
56
|
|
|
24
|
|
|
32
|
|
|
24
|
|
|
35
|
|
|
(11
|
)
|
Depreciation and amortization
|
12
|
|
|
16
|
|
|
(4
|
)
|
|
16
|
|
|
15
|
|
|
1
|
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
|
As of December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Trade receivables, net
|
801
|
|
|
867
|
|
|
827
|
|
Inventories
|
782
|
|
|
804
|
|
|
711
|
|
Trade payables - third party and affiliates
|
(757
|
)
|
|
(799
|
)
|
|
(649
|
)
|
Trade working capital
|
826
|
|
|
872
|
|
|
889
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
Senior Notes
|
Senior Notes
|
|
Issue Date
|
|
Principal
|
|
Interest Rate
|
|
Interest Pay Dates
|
|
Maturity Date
|
||
|
|
|
|
(In millions)
|
|
(In percentages)
|
|
|
|
|
|
|
3.250% Notes
|
|
September 2014
|
|
€300
|
|
3.250
|
|
April 15
|
|
October 15
|
|
October 15, 2019
|
4.625% Notes
|
|
November 2012
|
|
$500
|
|
4.625
|
|
March 15
|
|
September 15
|
|
November 15, 2022
|
5.875% Notes
|
|
May 2011
|
|
$400
|
|
5.875
|
|
June 15
|
|
December 15
|
|
June 15, 2021
|
•
|
Senior Credit Facilities
|
As of December 31, 2014
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
|||
3.90
|
|
|
0.64
|
|
|
1.21
|
|
•
|
Accounts Receivable Securitization Facility
|
|
|
|
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
|
1,264
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|
900
|
|
|
Term C-2 loan facility
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
Term C-3 loan facility
|
906
|
|
|
9
|
|
|
18
|
|
|
879
|
|
|
|
|
|
Interest payments on debt and other obligations
|
829
|
|
(1)
|
120
|
|
|
233
|
|
|
195
|
|
|
281
|
|
|
Capital lease obligations
|
260
|
|
|
16
|
|
|
37
|
|
|
48
|
|
|
159
|
|
|
Other debt
|
281
|
|
(2)
|
112
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
Total
|
3,574
|
|
|
257
|
|
|
322
|
|
|
1,486
|
|
|
1,509
|
|
|
Operating leases
|
372
|
|
|
65
|
|
|
97
|
|
|
53
|
|
|
157
|
|
|
Uncertain tax positions, including interest and penalties
|
218
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
159
|
|
(3)
|
Unconditional purchase obligations
|
3,427
|
|
(4)
|
586
|
|
|
766
|
|
|
946
|
|
|
1,129
|
|
|
Pension and other postretirement funding obligations
|
441
|
|
(5)
|
43
|
|
|
56
|
|
|
68
|
|
|
274
|
|
|
Environmental and asset retirement obligations
|
124
|
|
|
30
|
|
|
37
|
|
|
19
|
|
|
38
|
|
|
Total
|
8,156
|
|
|
1,040
|
|
|
1,278
|
|
|
2,572
|
|
|
3,266
|
|
|
(1)
|
Future interest expense is calculated using the rate in effect on
December 31, 2014
.
|
(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 Celanese.
|
(5)
|
Excludes expected payments from nonqualified trusts related to nonqualified pension plans of $201 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
|
%
|
|
(9
|
)
|
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
|
•
|
Interest Rate Swaps
|
•
|
Foreign Currency Forwards and Swaps
|
|
Three Months Ended
|
|
||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,705
|
|
|
1,769
|
|
|
1,769
|
|
|
1,559
|
|
|
Gross profit
|
378
|
|
|
408
|
|
|
436
|
|
|
394
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
2
|
|
|
20
|
|
|
(6
|
)
|
|
Operating profit (loss)
|
243
|
|
|
259
|
|
|
310
|
|
|
(54
|
)
|
(1)
|
Earnings (loss) from continuing operations before tax
|
273
|
|
|
352
|
|
|
347
|
|
|
(31
|
)
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
196
|
|
|
259
|
|
|
258
|
|
|
(82
|
)
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
Net earnings (loss)
|
196
|
|
|
259
|
|
|
253
|
|
|
(84
|
)
|
|
Net earnings (loss) per share — basic
|
1.25
|
|
|
1.66
|
|
|
1.64
|
|
|
(0.55
|
)
|
|
Net earnings (loss) per share — diluted
|
1.25
|
|
|
1.66
|
|
|
1.63
|
|
|
(0.55
|
)
|
|
|
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
|
)
|
(2)
|
Operating profit (loss)
|
184
|
|
|
169
|
|
|
211
|
|
|
944
|
|
(3)
|
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
|
|
|
(1)
|
Includes $349 million of net actuarial losses related to defined benefit pension, other postretirement and postemployment obligations. See
Note 15 - Benefit Obligations
in the accompanying consolidated financial statements for further information.
|
(2)
|
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 property, plant and equipment related to the closure of 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 property, plant and equipment related to our acetic acid production unit in Singapore. See
Note 4 - Acquisitions, Dispositions and Plant Closures
and
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information.
|
(3)
|
Includes a net gain on disposition of assets of
$742 million
, which represents the deferred proceeds in excess of divested assets as a result of the 2006 settlement agreement with Fraport to move our German polyacetal ("POM") operations. See
Note 28 - Plant Relocation
in the accompanying consolidated financial statements for further information.
|
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
|
|
2,844,382
|
|
(1)
|
$
|
36.29
|
|
|
22,336,467
|
|
(2)
|
Equity compensation plans not approved by security holders
(3)
|
|
136,500
|
|
|
$
|
29.82
|
|
|
—
|
|
|
Total
|
|
2,980,882
|
|
|
|
|
|
22,336,467
|
|
|
(1)
|
Includes
2,615,490
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. If the performance-based RSUs included in this total vest at the target performance level (as opposed to the maximum potential performance), the aggregate awards outstanding would be
1,364,398
.
|
(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, 2014
, an aggregate of
14,000,000
shares of our Common Stock were available for future issuance under the ESPP. No shares have been offered for purchase under the ESPP as of
December 31, 2014
. Beginning January 1, 2015, eligible US employees can purchase shares of our Common Stock under the ESPP.
|
(3)
|
The stock options 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. Additionally, there are 33,245 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 Common Stock.
|
|
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 6, 2015
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARK C. ROHR
|
Director, Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 6, 2015
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ CHRISTOPHER W. JENSEN
|
Senior Vice President, Finance (Principal Accounting Officer)
and Interim Chief Financial Officer
(Principal Financial Officer)
|
February 6, 2015
|
||
Christopher W. Jensen
|
||||
|
|
|
||
/s/ JAMES E. BARLETT
|
Director
|
February 6, 2015
|
||
James E. Barlett
|
||||
|
|
|
||
/s/ JEAN S. BLACKWELL
|
Director
|
February 6, 2015
|
||
Jean S. Blackwell
|
||||
|
|
|
||
/s/ EDWARD G. GALANTE
|
Director
|
February 6, 2015
|
||
Edward G. Galante
|
||||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 6, 2015
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 6, 2015
|
||
Jay V. Ihlenfeld
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARTIN G. MCGUINN
|
Director
|
February 6, 2015
|
||
Martin G. McGuinn
|
||||
|
|
|
||
/s/ DANIEL S. SANDERS
|
Director
|
February 6, 2015
|
||
Daniel S. Sanders
|
||||
|
|
|
||
/s/ FARAH M. WALTERS
|
Director
|
February 6, 2015
|
||
Farah M. Walters
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 6, 2015
|
||
John K. Wulff
|
|
Page
Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
6,802
|
|
|
6,510
|
|
|
6,418
|
|
Cost of sales
|
(5,186
|
)
|
|
(5,145
|
)
|
|
(5,237
|
)
|
Gross profit
|
1,616
|
|
|
1,365
|
|
|
1,181
|
|
Selling, general and administrative expenses
|
(758
|
)
|
|
(311
|
)
|
|
(830
|
)
|
Amortization of intangible assets
|
(20
|
)
|
|
(32
|
)
|
|
(51
|
)
|
Research and development expenses
|
(86
|
)
|
|
(85
|
)
|
|
(104
|
)
|
Other (charges) gains, net
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
Foreign exchange gain (loss), net
|
(2
|
)
|
|
(6
|
)
|
|
(4
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(7
|
)
|
|
735
|
|
|
(3
|
)
|
Operating profit (loss)
|
758
|
|
|
1,508
|
|
|
175
|
|
Equity in net earnings (loss) of affiliates
|
246
|
|
|
180
|
|
|
242
|
|
Interest expense
|
(147
|
)
|
|
(172
|
)
|
|
(185
|
)
|
Refinancing expense
|
(29
|
)
|
|
(1
|
)
|
|
(3
|
)
|
Interest income
|
1
|
|
|
1
|
|
|
2
|
|
Dividend income - cost investments
|
116
|
|
|
93
|
|
|
85
|
|
Other income (expense), net
|
(4
|
)
|
|
—
|
|
|
5
|
|
Earnings (loss) from continuing operations before tax
|
941
|
|
|
1,609
|
|
|
321
|
|
Income tax (provision) benefit
|
(314
|
)
|
|
(508
|
)
|
|
55
|
|
Earnings (loss) from continuing operations
|
627
|
|
|
1,101
|
|
|
376
|
|
Earnings (loss) from operation of discontinued operations
|
(11
|
)
|
|
—
|
|
|
(6
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
4
|
|
|
—
|
|
|
2
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
620
|
|
|
1,101
|
|
|
372
|
|
Net (earnings) loss attributable to noncontrolling interests
|
4
|
|
|
—
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
624
|
|
|
1,101
|
|
|
372
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
631
|
|
|
1,101
|
|
|
376
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
624
|
|
|
1,101
|
|
|
372
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
4.07
|
|
|
6.93
|
|
|
2.37
|
|
Discontinued operations
|
(0.04
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - basic
|
4.03
|
|
|
6.93
|
|
|
2.35
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
4.04
|
|
|
6.91
|
|
|
2.35
|
|
Discontinued operations
|
(0.04
|
)
|
|
—
|
|
|
(0.02
|
)
|
Net earnings (loss) - diluted
|
4.00
|
|
|
6.91
|
|
|
2.33
|
|
Weighted average shares - basic
|
155,012,370
|
|
|
158,801,150
|
|
|
158,359,914
|
|
Weighted average shares - diluted
|
156,166,993
|
|
|
159,334,219
|
|
|
159,830,786
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
620
|
|
|
1,101
|
|
|
372
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
1
|
|
|
1
|
|
|
—
|
|
Foreign currency translation
|
(148
|
)
|
|
20
|
|
|
5
|
|
Gain (loss) on cash flow hedges
|
40
|
|
|
6
|
|
|
7
|
|
Pension and postretirement benefits
|
(54
|
)
|
|
58
|
|
|
(11
|
)
|
Total other comprehensive income (loss), net of tax
|
(161
|
)
|
|
85
|
|
|
1
|
|
Total comprehensive income (loss), net of tax
|
459
|
|
|
1,186
|
|
|
373
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
4
|
|
|
—
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
463
|
|
|
1,186
|
|
|
373
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions, except share data)
|
||||
ASSETS
|
|
|
|
||
Current Assets
|
|
|
|
|
|
Cash and cash equivalents (variable interest entity restricted - 2014: $1)
|
780
|
|
|
984
|
|
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2014: $9; 2013: $9)
|
801
|
|
|
867
|
|
Non-trade receivables, net
|
241
|
|
|
343
|
|
Inventories
|
782
|
|
|
804
|
|
Deferred income taxes
|
29
|
|
|
115
|
|
Marketable securities, at fair value
|
32
|
|
|
41
|
|
Other assets
|
33
|
|
|
28
|
|
Total current assets
|
2,698
|
|
|
3,182
|
|
Investments in affiliates
|
876
|
|
|
841
|
|
Property, plant and equipment (net of accumulated depreciation - 2014: $1,816; 2013: $1,672; variable interest entity restricted - 2014: $535)
|
3,733
|
|
|
3,425
|
|
Deferred income taxes
|
253
|
|
|
289
|
|
Other assets (variable interest entity restricted - 2014; $24)
|
377
|
|
|
341
|
|
Goodwill
|
749
|
|
|
798
|
|
Intangible assets, net
|
132
|
|
|
142
|
|
Total assets
|
8,818
|
|
|
9,018
|
|
LIABILITIES AND EQUITY
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
137
|
|
|
177
|
|
Trade payables - third party and affiliates
|
757
|
|
|
799
|
|
Other liabilities
|
432
|
|
|
541
|
|
Deferred income taxes
|
7
|
|
|
10
|
|
Income taxes payable
|
5
|
|
|
18
|
|
Total current liabilities
|
1,338
|
|
|
1,545
|
|
Long-term debt
|
2,608
|
|
|
2,887
|
|
Deferred income taxes
|
141
|
|
|
225
|
|
Uncertain tax positions
|
159
|
|
|
200
|
|
Benefit obligations
|
1,211
|
|
|
1,175
|
|
Other liabilities
|
283
|
|
|
287
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2014 and 2013: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2014: 166,169,335 issued and 152,902,710 outstanding; 2013: 165,867,965 issued and 156,939,828 outstanding)
|
—
|
|
|
—
|
|
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2014 and 2013: 0 issued and outstanding)
|
—
|
|
|
—
|
|
Treasury stock, at cost (2014: 13,266,625 shares; 2013: 8,928,137 shares)
|
(611
|
)
|
|
(361
|
)
|
Additional paid-in capital
|
103
|
|
|
53
|
|
Retained earnings
|
3,491
|
|
|
3,011
|
|
Accumulated other comprehensive income (loss), net
|
(165
|
)
|
|
(4
|
)
|
Total Celanese Corporation stockholders' equity
|
2,818
|
|
|
2,699
|
|
Noncontrolling interests
|
260
|
|
|
—
|
|
Total equity
|
3,078
|
|
|
2,699
|
|
Total liabilities and equity
|
8,818
|
|
|
9,018
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
156,939,828
|
|
|
—
|
|
|
159,642,401
|
|
|
—
|
|
|
156,463,811
|
|
|
—
|
|
Stock option exercises
|
202,121
|
|
|
—
|
|
|
283,682
|
|
|
—
|
|
|
3,751,825
|
|
|
—
|
|
Purchases of treasury stock
|
(4,338,488
|
)
|
|
—
|
|
|
(3,192,201
|
)
|
|
—
|
|
|
(1,065,542
|
)
|
|
—
|
|
Stock awards
|
99,249
|
|
|
—
|
|
|
205,946
|
|
|
—
|
|
|
492,307
|
|
|
—
|
|
Balance as of the end of the period
|
152,902,710
|
|
|
—
|
|
|
156,939,828
|
|
|
—
|
|
|
159,642,401
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
8,928,137
|
|
|
(361
|
)
|
|
23,986,836
|
|
|
(905
|
)
|
|
22,921,294
|
|
|
(860
|
)
|
Purchases of treasury stock, including related fees
|
4,338,488
|
|
|
(250
|
)
|
|
3,192,201
|
|
|
(164
|
)
|
|
1,065,542
|
|
|
(45
|
)
|
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
(18,250,900
|
)
|
|
708
|
|
|
—
|
|
|
—
|
|
Balance as of the end of the period
|
13,266,625
|
|
|
(611
|
)
|
|
8,928,137
|
|
|
(361
|
)
|
|
23,986,836
|
|
|
(905
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
53
|
|
|
|
|
731
|
|
|
|
|
627
|
|
|||
Retirement of treasury stock
|
|
|
—
|
|
|
|
|
(708
|
)
|
|
|
|
—
|
|
|||
Stock-based compensation, net of tax
|
|
|
43
|
|
|
|
|
19
|
|
|
|
|
12
|
|
|||
Stock option exercises, net of tax
|
|
|
7
|
|
|
|
|
11
|
|
|
|
|
92
|
|
|||
Balance as of the end of the period
|
|
|
103
|
|
|
|
|
53
|
|
|
|
|
731
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
3,011
|
|
|
|
|
1,993
|
|
|
|
|
1,664
|
|
|||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
624
|
|
|
|
|
1,101
|
|
|
|
|
372
|
|
|||
Series A common stock dividends
|
|
|
(144
|
)
|
|
|
|
(83
|
)
|
|
|
|
(43
|
)
|
|||
Balance as of the end of the period
|
|
|
3,491
|
|
|
|
|
3,011
|
|
|
|
|
1,993
|
|
|||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
(4
|
)
|
|
|
|
(89
|
)
|
|
|
|
(90
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
|
(161
|
)
|
|
|
|
85
|
|
|
|
|
1
|
|
|||
Balance as of the end of the period
|
|
|
(165
|
)
|
|
|
|
(4
|
)
|
|
|
|
(89
|
)
|
|||
Total Celanese Corporation stockholders' equity
|
|
|
2,818
|
|
|
|
|
2,699
|
|
|
|
|
1,730
|
|
|||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
|
|
264
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Balance as of the end of the period
|
|
|
260
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Total equity
|
|
|
3,078
|
|
|
|
|
2,699
|
|
|
|
|
1,730
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|||
Net earnings (loss)
|
620
|
|
|
1,101
|
|
|
372
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
|
|
|
|
|
|
|||
Asset impairments
|
—
|
|
|
81
|
|
|
8
|
|
Depreciation, amortization and accretion
|
298
|
|
|
319
|
|
|
320
|
|
Pension and postretirement net periodic benefit cost
|
(113
|
)
|
|
(35
|
)
|
|
9
|
|
Pension and postretirement contributions
|
(223
|
)
|
|
(96
|
)
|
|
(288
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
350
|
|
|
(104
|
)
|
|
389
|
|
Pension curtailments and settlements, net
|
(78
|
)
|
|
(52
|
)
|
|
—
|
|
Deferred income taxes, net
|
124
|
|
|
344
|
|
|
(175
|
)
|
(Gain) loss on disposition of businesses and assets, net
|
8
|
|
|
(737
|
)
|
|
3
|
|
Stock-based compensation
|
46
|
|
|
24
|
|
|
20
|
|
Undistributed earnings in unconsolidated affiliates
|
(98
|
)
|
|
(39
|
)
|
|
20
|
|
Other, net
|
24
|
|
|
13
|
|
|
15
|
|
Operating cash provided by (used in) discontinued operations
|
(5
|
)
|
|
(4
|
)
|
|
2
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|||
Trade receivables - third party and affiliates, net
|
23
|
|
|
(23
|
)
|
|
50
|
|
Inventories
|
(15
|
)
|
|
(81
|
)
|
|
6
|
|
Other assets
|
20
|
|
|
(110
|
)
|
|
9
|
|
Trade payables - third party and affiliates
|
(13
|
)
|
|
109
|
|
|
5
|
|
Other liabilities
|
(6
|
)
|
|
52
|
|
|
(43
|
)
|
Net cash provided by (used in) operating activities
|
962
|
|
|
762
|
|
|
722
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(254
|
)
|
|
(277
|
)
|
|
(349
|
)
|
Acquisitions, net of cash acquired
|
(10
|
)
|
|
—
|
|
|
(23
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
13
|
|
|
1
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
(7
|
)
|
|
(49
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
(424
|
)
|
|
(93
|
)
|
|
(12
|
)
|
Other, net
|
(17
|
)
|
|
(58
|
)
|
|
(68
|
)
|
Net cash provided by (used in) investing activities
|
(705
|
)
|
|
(422
|
)
|
|
(500
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
(9
|
)
|
|
(11
|
)
|
|
2
|
|
Proceeds from short-term borrowings
|
62
|
|
|
177
|
|
|
71
|
|
Repayments of short-term borrowings
|
(91
|
)
|
|
(123
|
)
|
|
(71
|
)
|
Proceeds from long-term debt
|
387
|
|
|
74
|
|
|
550
|
|
Repayments of long-term debt
|
(626
|
)
|
|
(198
|
)
|
|
(489
|
)
|
Purchases of treasury stock, including related fees
|
(250
|
)
|
|
(164
|
)
|
|
(45
|
)
|
Stock option exercises
|
5
|
|
|
9
|
|
|
62
|
|
Series A common stock dividends
|
(144
|
)
|
|
(83
|
)
|
|
(43
|
)
|
Contributions from noncontrolling interests
|
264
|
|
|
—
|
|
|
—
|
|
Other, net
|
(13
|
)
|
|
(7
|
)
|
|
12
|
|
Net cash provided by (used in) financing activities
|
(415
|
)
|
|
(326
|
)
|
|
49
|
|
Exchange rate effects on cash and cash equivalents
|
(46
|
)
|
|
11
|
|
|
6
|
|
Net increase (decrease) in cash and cash equivalents
|
(204
|
)
|
|
25
|
|
|
277
|
|
Cash and cash equivalents as of beginning of period
|
984
|
|
|
959
|
|
|
682
|
|
Cash and cash equivalents as of end of period
|
780
|
|
|
984
|
|
|
959
|
|
•
|
Marketable Securities
|
•
|
Investments in Affiliates
|
Land improvements
|
20 years
|
Buildings and improvements
|
30 years
|
Machinery and equipment
|
20 years
|
•
|
Goodwill
|
•
|
Indefinite-lived Intangible Assets
|
•
|
Definite-lived Intangible Assets
|
•
|
Interest Rate Risk Management
|
•
|
Foreign Exchange Risk Management
|
•
|
Commodity Risk Management
|
•
|
Discount Rate
|
•
|
Expected Long-Term Rate of Return on Assets
|
•
|
Investment Policies and Strategies
|
•
|
Stock Options
|
•
|
Restricted Stock Units ("RSUs")
|
•
|
Roussillon, France
|
•
|
Tarragona, Spain
|
|
As of December 31, 2014
|
|
|
(In $ millions)
|
|
Cash and cash equivalents
|
1
|
|
Property, plant and equipment
|
535
|
|
Other assets
|
24
|
|
Total assets
(1)
|
560
|
|
|
|
|
Current liabilities
(2)
|
40
|
|
Total liabilities
|
40
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Amounts owed by Fairway for reimbursement of expenditures.
|
|
As of December 31, 2014
|
|
As of December 31, 2013
|
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
96
|
|
|
111
|
|
|
|
|
|
||
Trade payables
|
43
|
|
|
56
|
|
Current installments of long-term debt
|
9
|
|
|
8
|
|
Long-term debt
|
125
|
|
|
136
|
|
Total liabilities
|
177
|
|
|
200
|
|
|
|
|
|
||
Maximum exposure to loss
|
291
|
|
|
318
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Amortized cost
|
32
|
|
|
41
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
32
|
|
|
41
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
810
|
|
|
876
|
|
Allowance for doubtful accounts - third party and affiliates
|
(9
|
)
|
|
(9
|
)
|
Trade receivables - third party and affiliates, net
|
801
|
|
|
867
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
99
|
|
|
133
|
|
Reinsurance receivables
|
20
|
|
|
25
|
|
Income taxes receivable
|
50
|
|
|
23
|
|
Receivable from Mitsui venture (
Note 5
)
|
—
|
|
|
70
|
|
Other
|
72
|
|
|
92
|
|
Non-trade receivables, net
|
241
|
|
|
343
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Finished goods
|
579
|
|
|
571
|
|
Work-in-process
|
53
|
|
|
59
|
|
Raw materials and supplies
|
150
|
|
|
174
|
|
Total
|
782
|
|
|
804
|
|
|
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,
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
97
|
|
|
68
|
|
|
115
|
|
|
111
|
|
|
130
|
|
|
(85
|
)
|
|
(97
|
)
|
|
(126
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
97
|
|
|
95
|
|
|
9
|
|
|
8
|
|
|
9
|
|
|
(7
|
)
|
|
(5
|
)
|
|
(3
|
)
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
134
|
|
|
154
|
|
|
10
|
|
|
15
|
|
|
19
|
|
|
(16
|
)
|
|
(19
|
)
|
|
(23
|
)
|
Polyplastics Co., Ltd.
(1)
|
45
|
|
45
|
|
166
|
|
|
151
|
|
|
27
|
|
|
14
|
|
|
32
|
|
|
(3
|
)
|
|
—
|
|
|
(81
|
)
|
Other Activities
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
39
|
|
39
|
|
|
42
|
|
|
9
|
|
|
10
|
|
|
9
|
|
|
(7
|
)
|
|
(6
|
)
|
|
(7
|
)
|
InfraServ GmbH & Co. Hoechst KG
(3)
|
32
|
|
32
|
|
174
|
|
|
159
|
|
|
72
|
|
|
17
|
|
|
38
|
|
|
(26
|
)
|
|
(9
|
)
|
|
(18
|
)
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
27
|
|
20
|
|
|
22
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
(4
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(4)
|
10
|
|
10
|
|
4
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
731
|
|
|
696
|
|
|
246
|
|
|
180
|
|
|
242
|
|
|
(148
|
)
|
|
(141
|
)
|
|
(262
|
)
|
(1)
|
During the year ended December 31, 2012, the Company amended its existing joint venture and other related agreements with Polyplastics Co., Ltd. ("Polyplastics"). 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.
|
(2)
|
InfraServ real estate service companies ("InfraServ Entities") own and operate sites in Frankfurt am Main-Hoechst, Gendorf and Knapsack, Germany. The InfraServ Entities were created to own land and property and to provide various technical and administrative services at these manufacturing locations.
|
(3)
|
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
three months ended
June 30, 2014, InfraServ GmbH & Co. Hoechst KG restructured the debt of a subsidiary resulting in additional equity in net earnings of affiliates of
$48 million
. During the year ended December 31, 2012, a subsidiary of InfraServ GmbH & Co. Hoechst KG restructured its debt resulting in additional equity in net earnings of affiliates of
$22 million
attributable to the Company.
|
(4)
|
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.
|
|
Ownership
as of
December 31,
|
|
Carrying
Value as of
December 31,
|
|
Dividend
Income for the Year Ended
December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
15
|
|
|
13
|
|
|
13
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
106
|
|
|
106
|
|
|
87
|
|
|
68
|
|
|
59
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
13
|
|
|
11
|
|
|
11
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
6
|
|
|
6
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Other
(1)
|
|
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
145
|
|
|
145
|
|
|
116
|
|
|
93
|
|
|
85
|
|
(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.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
231
|
|
|
264
|
|
|
208
|
|
Sales
|
—
|
|
|
—
|
|
|
1
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
31
|
|
|
37
|
|
Total due from affiliates
|
31
|
|
|
37
|
|
|
|
|
|
||
Short-term borrowings
(1)
|
16
|
|
|
26
|
|
Trade payables
|
39
|
|
|
24
|
|
Current Other liabilities
|
6
|
|
|
6
|
|
Total due to affiliates
|
61
|
|
|
56
|
|
(1)
|
The Company has agreements with certain affiliates whereby excess affiliate cash is lent to and managed by the Company at variable interest rates governed by those agreements.
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Land
|
42
|
|
|
45
|
|
Land improvements
|
49
|
|
|
44
|
|
Buildings and building improvements
|
658
|
|
|
692
|
|
Machinery and equipment
|
3,910
|
|
|
3,965
|
|
Construction in progress
|
890
|
|
|
351
|
|
Gross asset value
|
5,549
|
|
|
5,097
|
|
Accumulated depreciation
|
(1,816
|
)
|
|
(1,672
|
)
|
Net book value
|
3,733
|
|
|
3,425
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Buildings
|
15
|
|
|
17
|
|
Machinery and equipment
|
311
|
|
|
297
|
|
Accumulated depreciation
|
(125
|
)
|
|
(110
|
)
|
Net book value
|
201
|
|
|
204
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
16
|
|
|
9
|
|
|
7
|
|
Depreciation expense
|
272
|
|
|
280
|
|
|
261
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
As of December 31, 2012
|
297
|
|
|
249
|
|
|
42
|
|
|
189
|
|
|
777
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
6
|
|
|
5
|
|
|
1
|
|
|
9
|
|
|
21
|
|
As of December 31, 2013
|
303
|
|
|
254
|
|
|
43
|
|
|
198
|
|
|
798
|
|
Acquisitions (
Note 4
)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Exchange rate changes
|
(17
|
)
|
|
(14
|
)
|
|
(2
|
)
|
|
(25
|
)
|
|
(58
|
)
|
As of December 31, 2014
(1)
|
295
|
|
|
240
|
|
|
41
|
|
|
173
|
|
|
749
|
|
(1)
|
There were
$0 million
of accumulated impairment losses as of
December 31, 2014
.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|||||
As of December 31, 2012
|
32
|
|
|
525
|
|
|
30
|
|
|
32
|
|
|
619
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|
Exchange rate changes
|
1
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
As of December 31, 2013
|
33
|
|
|
544
|
|
|
30
|
|
|
39
|
|
|
646
|
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
2
|
|
|
3
|
|
|
10
|
|
|
15
|
|
(1)
|
Exchange rate changes
|
(1
|
)
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
As of December 31, 2014
|
32
|
|
|
495
|
|
|
33
|
|
|
49
|
|
|
609
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
)
|
|
Amortization
|
(3
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(20
|
)
|
|
Exchange rate changes
|
—
|
|
|
50
|
|
|
1
|
|
|
—
|
|
|
51
|
|
|
As of December 31, 2014
|
(23
|
)
|
|
(483
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|
(556
|
)
|
|
Net book value
|
9
|
|
|
12
|
|
|
10
|
|
|
22
|
|
|
53
|
|
|
(1)
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
9
|
|
|
29
|
|
Benefit obligations (
Note 15
)
|
28
|
|
|
78
|
|
Customer rebates
|
53
|
|
|
48
|
|
Derivatives (
Note 22
)
|
13
|
|
|
12
|
|
Environmental (
Note 16
)
|
21
|
|
|
30
|
|
Insurance
|
9
|
|
|
14
|
|
Interest
|
19
|
|
|
24
|
|
Restructuring (
Note 18
)
|
21
|
|
|
60
|
|
Salaries and benefits
|
129
|
|
|
96
|
|
Sales and use tax/foreign withholding tax payable
|
13
|
|
|
12
|
|
Uncertain tax positions (
Note 19
)
|
59
|
|
|
64
|
|
Other
|
58
|
|
|
74
|
|
Total
|
432
|
|
|
541
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
47
|
|
|
64
|
|
|
64
|
|
Additions
(1)
|
4
|
|
|
5
|
|
|
3
|
|
Accretion
|
1
|
|
|
2
|
|
|
3
|
|
Payments
|
(8
|
)
|
|
(23
|
)
|
|
(12
|
)
|
Revisions to cash flow estimates
(2)
|
(7
|
)
|
|
(2
|
)
|
|
5
|
|
Exchange rate changes
|
—
|
|
|
1
|
|
|
1
|
|
Balance at end of year
|
37
|
|
|
47
|
|
|
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,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
25
|
|
|
24
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
77
|
|
|
103
|
|
Accounts receivable securitization facility
(2)
|
35
|
|
|
50
|
|
Total
|
137
|
|
|
177
|
|
(1)
|
The weighted average interest rate was
4.7%
and
4.4%
as of
December 31, 2014
and
2013
, respectively.
|
(2)
|
The weighted average interest rate was
0.7%
as of
December 31, 2014
and
2013
.
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C-2 loan due 2016
|
34
|
|
|
978
|
|
Senior credit facilities - Term C-3 loan due 2018
|
906
|
|
|
—
|
|
Senior unsecured notes due 2018, interest rate of 6.625%
|
—
|
|
|
600
|
|
Senior unsecured notes due 2019, interest rate of 3.250%
|
364
|
|
|
—
|
|
Senior unsecured notes due 2021, interest rate of 5.875%
|
400
|
|
|
400
|
|
Senior unsecured notes due 2022, interest rate of 4.625%
|
500
|
|
|
500
|
|
Pollution control and industrial revenue bonds due at various dates through 2030, interest rates ranging from 5.7% to 6.7%
|
169
|
|
|
169
|
|
Obligations under capital leases due at various dates through 2054
|
260
|
|
|
264
|
|
Subtotal
|
2,633
|
|
|
2,911
|
|
Current installments of long-term debt
|
(25
|
)
|
|
(24
|
)
|
Total
|
2,608
|
|
|
2,887
|
|
Senior Notes
|
|
Issue Date
|
|
Principal
|
|
Interest Rate
|
|
Interest Pay Dates
|
|
Maturity Date
|
||
|
|
|
|
(In millions)
|
|
(In percentages)
|
|
|
|
|
|
|
3.250% Notes
|
|
September 2014
|
|
€300
|
|
3.250
|
|
April 15
|
|
October 15
|
|
October 15, 2019
|
4.625% Notes
|
|
November 2012
|
|
$500
|
|
4.625
|
|
March 15
|
|
September 15
|
|
November 15, 2022
|
5.875% Notes
|
|
May 2011
|
|
$400
|
|
5.875
|
|
June 15
|
|
December 15
|
|
June 15, 2021
|
|
Net Deferred Financing Costs
|
|
|
(In $ millions)
|
|
As of December 31, 2011
|
28
|
|
Financing costs deferred
(1)
|
8
|
|
Accelerated amortization due to refinancing activity
(2)
|
(1
|
)
|
Amortization
|
(5
|
)
|
As of December 31, 2012
|
30
|
|
Financing costs deferred
(3)
|
2
|
|
Accelerated amortization due to refinancing activity
|
—
|
|
Amortization
|
(5
|
)
|
As of December 31, 2013
|
27
|
|
Financing costs deferred
(4)
|
10
|
|
Accelerated amortization due to refinancing activity
(5)
|
(5
|
)
|
Amortization
|
(5
|
)
|
As of December 31, 2014
|
27
|
|
(1)
|
Relates to the issuance of the
4.625%
Notes.
|
(2)
|
Relates to the
$400 million
prepayment of the Term C loan facility with proceeds from the
4.625%
Notes.
|
(3)
|
Relates to the September 2013 amendment to the Celanese US existing senior secured credit facilities to reduce the interest rates payable in connection with certain borrowings thereby creating the Term C-2 loan facility due
2016
.
|
(4)
|
Includes
$6 million
related to the issuance of the
3.250%
Notes and
$4 million
related to the September 24, 2014 amendment to the Celanese US existing senior secured credit facilities.
|
(5)
|
Includes
$4 million
related to the
6.625%
Notes redemption and
$1 million
related to the Term C-2 loan facility conversion.
|
As of December 31, 2014
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
|||
3.90
|
|
|
0.64
|
|
|
1.21
|
|
|
As of December 31, 2014
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
|
—
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
900
|
|
Accounts Receivable Securitization Facility
|
|
|
Borrowings outstanding
|
35
|
|
Letters of credit issued
|
79
|
|
Available for borrowing
|
21
|
|
•
|
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,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Multiemployer defined benefit plan
|
8
|
|
|
8
|
|
|
6
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Postemployment benefits
|
12
|
|
|
16
|
|
•
|
Increased its employer match for those employees participating in the US defined contribution plan;
|
•
|
Added an annual retirement contribution for US employees who are employed as of December 31st each year (or have died during that year), regardless of whether the employee contributes to the US defined contribution plan; and
|
•
|
For certain eligible US employees, provides an incremental retirement contribution through 2017, based on years of service and specified percentages of eligible compensation.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
40
|
|
|
19
|
|
|
17
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,799
|
|
|
4,199
|
|
|
136
|
|
|
292
|
|
Service cost
|
11
|
|
|
34
|
|
|
1
|
|
|
2
|
|
Interest cost
|
168
|
|
|
154
|
|
|
4
|
|
|
9
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
5
|
|
|
23
|
|
Plan amendments
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(92
|
)
|
Net actuarial (gain) loss
(1)
|
458
|
|
|
(119
|
)
|
|
11
|
|
|
(37
|
)
|
Settlements
|
(221
|
)
|
|
(172
|
)
|
|
—
|
|
|
(23
|
)
|
Benefits paid
|
(232
|
)
|
|
(244
|
)
|
|
(61
|
)
|
|
(43
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
6
|
|
Curtailments
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
(68
|
)
|
|
6
|
|
|
(4
|
)
|
|
(1
|
)
|
Other
|
1
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
3,915
|
|
|
3,799
|
|
|
85
|
|
|
136
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,709
|
|
|
2,896
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
327
|
|
|
171
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
165
|
|
|
59
|
|
|
56
|
|
|
43
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
5
|
|
|
23
|
|
Settlements
|
(143
|
)
|
|
(173
|
)
|
|
—
|
|
|
(23
|
)
|
Benefits paid
(2)
|
(232
|
)
|
|
(244
|
)
|
|
(61
|
)
|
|
(43
|
)
|
Exchange rate changes
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
2,789
|
|
|
2,709
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(1,126
|
)
|
|
(1,090
|
)
|
|
(85
|
)
|
|
(136
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
16
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(23
|
)
|
|
(23
|
)
|
|
(5
|
)
|
|
(55
|
)
|
Benefit obligations
|
(1,119
|
)
|
|
(1,078
|
)
|
|
(80
|
)
|
|
(81
|
)
|
Net amount recognized
|
(1,126
|
)
|
|
(1,090
|
)
|
|
(85
|
)
|
|
(136
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(3)
|
16
|
|
|
9
|
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
(4)
|
(4
|
)
|
|
(3
|
)
|
|
3
|
|
|
(75
|
)
|
Net amount recognized
|
12
|
|
|
6
|
|
|
3
|
|
|
(75
|
)
|
(1)
|
Primarily relates to change in discount rates.
|
(2)
|
Includes benefit payments to nonqualified pension plans of
$22 million
and
$22 million
as of
December 31, 2014
and
2013
, respectively.
|
(3)
|
Relates to the pension plans of the Company's equity method investments.
|
(4)
|
Amount shown net of an income tax benefit of
$4 million
and income tax expense of
$26 million
as of
December 31, 2014
and
2013
, respectively, in the consolidated statements of equity (
Note 17
).
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
3,866
|
|
|
3,749
|
|
Fair value of plan assets
|
2,724
|
|
|
2,648
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,833
|
|
|
3,715
|
|
Fair value of plan assets
|
2,713
|
|
|
2,633
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,892
|
|
|
3,778
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
11
|
|
|
34
|
|
|
28
|
|
|
1
|
|
|
2
|
|
|
1
|
|
Interest cost
|
168
|
|
|
154
|
|
|
170
|
|
|
4
|
|
|
9
|
|
|
11
|
|
Expected return on plan assets
|
(214
|
)
|
|
(223
|
)
|
|
(204
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost
|
—
|
|
|
1
|
|
|
2
|
|
|
(83
|
)
|
|
(12
|
)
|
|
1
|
|
Recognized actuarial (gain) loss
|
339
|
|
(1)
|
(67
|
)
|
|
377
|
|
|
11
|
|
|
(37
|
)
|
|
12
|
|
Curtailment (gain) loss
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
(78
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
226
|
|
|
(153
|
)
|
|
373
|
|
|
(67
|
)
|
|
(38
|
)
|
|
25
|
|
(1)
|
Includes a loss of
$52 million
reflecting the incorporation of the RP-2014 mortality tables into the actuarial assumptions for the US qualified pension plans.
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Prior service cost
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
32
|
|
|
41
|
|
Noncurrent Other assets, consisting of insurance contracts
|
56
|
|
|
62
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
22
|
|
Benefit obligations
|
268
|
|
|
247
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Total
|
43
|
|
|
6
|
|
|
17
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
3.9
|
|
4.7
|
|
3.7
|
|
4.3
|
International plans
|
2.4
|
|
3.7
|
|
3.5
|
|
4.5
|
Combined
|
3.7
|
|
4.6
|
|
3.6
|
|
4.4
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
3.0
|
|
|
|
|
International plans
|
2.8
|
|
2.8
|
|
|
|
|
Combined
|
2.8
|
|
3.0
|
|
|
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
4.7
|
|
3.8
|
|
4.6
|
|
4.3
|
|
3.4
|
|
4.3
|
International plans
|
3.7
|
|
3.6
|
|
4.7
|
|
4.5
|
|
3.8
|
|
4.0
|
Combined
|
4.6
|
|
3.8
|
|
4.6
|
|
4.4
|
|
3.5
|
|
4.3
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
8.5
|
|
8.5
|
|
8.5
|
|
|
|
|
|
|
International plans
|
6.2
|
|
5.8
|
|
6.0
|
|
|
|
|
|
|
Combined
|
8.2
|
|
8.0
|
|
8.1
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.0
|
|
4.0
|
|
4.0
|
|
|
|
|
|
|
International plans
|
2.8
|
|
2.9
|
|
2.9
|
|
|
|
|
|
|
Combined
|
3.0
|
|
3.8
|
|
3.8
|
|
|
|
|
|
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
7
|
|
|
9
|
|
Service and interest cost
|
—
|
|
|
1
|
|
|
US
Plans
|
|
International
Plans
|
|
(In percentages)
|
||
Bonds - domestic to plans
|
54
|
|
71
|
Equities - domestic to plans
|
26
|
|
19
|
Equities - international to plans
|
20
|
|
3
|
Other
|
—
|
|
7
|
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,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
6
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
8
|
|
Common/collective trusts
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans
|
—
|
|
|
—
|
|
|
61
|
|
|
51
|
|
|
61
|
|
|
51
|
|
Equities
|
—
|
|
|
—
|
|
|
217
|
|
|
179
|
|
|
217
|
|
|
179
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
275
|
|
|
49
|
|
|
275
|
|
|
49
|
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
US companies
|
227
|
|
|
462
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|
462
|
|
International companies
|
383
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|
426
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
639
|
|
|
855
|
|
|
639
|
|
|
855
|
|
Treasuries, other debt
|
68
|
|
|
4
|
|
|
655
|
|
|
390
|
|
|
723
|
|
|
394
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
31
|
|
|
27
|
|
|
31
|
|
|
27
|
|
Registered investment companies
|
—
|
|
|
—
|
|
|
133
|
|
|
124
|
|
|
133
|
|
|
124
|
|
Securities lending collateral
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
263
|
|
|
131
|
|
|
263
|
|
|
131
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
|
34
|
|
|
34
|
|
Other
|
38
|
|
|
15
|
|
|
36
|
|
|
8
|
|
|
74
|
|
|
23
|
|
Total investments, at fair value
|
728
|
|
|
921
|
|
|
2,346
|
|
|
1,848
|
|
|
3,074
|
|
|
2,769
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
270
|
|
|
48
|
|
|
270
|
|
|
48
|
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
Obligations under securities lending
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
Total liabilities
|
6
|
|
|
6
|
|
|
272
|
|
|
49
|
|
|
278
|
|
|
55
|
|
Total net assets
(1)
|
722
|
|
|
915
|
|
|
2,074
|
|
|
1,799
|
|
|
2,796
|
|
|
2,714
|
|
(1)
|
Total net assets excludes non-financial plan receivables and payables of
$19 million
and
$26 million
, respectively, as of
December 31, 2014
and
$26 million
and
$31 million
, respectively, as of
December 31, 2013
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
Pension
Benefit
Payments
(1)
|
|
Company Portion of Postretirement Benefit Cost
(2)
|
||
|
(In $ millions)
|
||||
2015
|
229
|
|
|
5
|
|
2016
|
227
|
|
|
5
|
|
2017
|
227
|
|
|
5
|
|
2018
|
227
|
|
|
5
|
|
2019
|
229
|
|
|
5
|
|
2020-2024
|
1,134
|
|
|
25
|
|
(1)
|
Payments are expected to be made primarily from plan assets.
|
(2)
|
Payments are expected to be made primarily from Company assets.
|
|
As of December 31, 2014
|
|||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
|
(In percentages)
|
|
(In $ millions)
|
|||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
10
|
|
13
|
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
70
|
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
22
|
|
1
|
|
(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 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
|
April 2014
|
39
|
|
0.250
|
|
|
1.00
|
|
|
May 2014
|
|
Authorized
Amount
|
|
|
(In $ millions)
|
|
February 2008
|
400
|
|
October 2008
|
100
|
|
April 2011
|
129
|
|
October 2012
|
264
|
|
February 2014
|
172
|
|
October 2014
|
301
|
|
As of December 31, 2014
|
1,366
|
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2014 |
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
|||||||||
Shares repurchased
|
4,338,488
|
|
|
3,186,180
|
|
(1)
|
1,059,719
|
|
(1)
|
20,667,195
|
|
(2)
|
||||
Average purchase price per share
|
$
|
57.61
|
|
|
$
|
51.38
|
|
|
$
|
42.44
|
|
|
$
|
44.27
|
|
|
Amount spent on repurchased shares (in millions)
|
$
|
250
|
|
|
$
|
164
|
|
|
$
|
45
|
|
|
$
|
915
|
|
|
(1)
|
The years ended
December 31, 2013
and
2012
exclude
6,021
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. Restricted stock awards are considered outstanding at the time of issuance. Accordingly, 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. Restricted stock awards are considered outstanding at the time of issuance. Accordingly, the shares withheld are treated as treasury shares.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
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
|
|
(1)
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(188
|
)
|
|
40
|
|
|
(148
|
)
|
|
55
|
|
|
(35
|
)
|
|
20
|
|
|
13
|
|
|
(8
|
)
|
|
5
|
|
Gain (loss) on cash flow hedges
|
—
|
|
|
40
|
|
|
40
|
|
|
9
|
|
|
(3
|
)
|
|
6
|
|
|
10
|
|
(2)
|
(3
|
)
|
|
7
|
|
Pension and postretirement benefits
|
(84
|
)
|
(3)
|
30
|
|
|
(54
|
)
|
|
88
|
|
|
(30
|
)
|
|
58
|
|
|
(12
|
)
|
(3)
|
1
|
|
|
(11
|
)
|
Total
|
(272
|
)
|
|
111
|
|
|
(161
|
)
|
|
153
|
|
|
(68
|
)
|
|
85
|
|
|
11
|
|
|
(10
|
)
|
|
1
|
|
(1)
|
Includes
$1 million
of unrealized gains related to the Company's equity method investments.
|
(2)
|
Includes
$2 million
of gains related to the Company's equity method investment.
|
(3)
|
Includes
$7 million
and
$10 million
of defined benefit obligation and other postretirement obligation activity related to the Company's equity method investments for the years ended
December 31, 2014
and
December 31, 2012
, respectively.
|
|
Unrealized
Gain (Loss) on
Marketable
Securities
(
Note 6
)
|
|
Foreign
Currency
Translation
|
|
Gain (Loss)
from Cash Flow Hedges
(
Note 22
)
|
|
Pension
and
Postretirement
Benefits
(
Note 15
)
|
|
Accumulated
Other
Comprehensive
Income
(Loss), Net
|
|||||
|
(In $ millions)
|
|||||||||||||
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
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(188
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(198
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
9
|
|
|
(83
|
)
|
|
(74
|
)
|
Income tax (provision) benefit
|
1
|
|
|
40
|
|
|
40
|
|
|
30
|
|
|
111
|
|
As of December 31, 2014
|
1
|
|
|
(151
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
(165
|
)
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits (
Note 4
)
|
(7
|
)
|
|
(23
|
)
|
|
(6
|
)
|
Kelsterbach plant relocation (
Note 28
)
|
—
|
|
|
(13
|
)
|
|
(7
|
)
|
Plumbing actions
|
—
|
|
|
—
|
|
|
5
|
|
Asset impairments
|
—
|
|
|
(81
|
)
|
|
(8
|
)
|
Plant/office closures (
Note 4
)
|
2
|
|
|
(33
|
)
|
|
—
|
|
Commercial disputes
|
11
|
|
|
(8
|
)
|
|
2
|
|
Other
|
9
|
|
|
—
|
|
|
—
|
|
Total
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
Additions
|
1
|
|
|
1
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
7
|
|
Cash payments
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(1
|
)
|
|
(21
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2014
|
4
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
3
|
|
|
14
|
|
Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
(1)
|
—
|
|
|
(15
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
As of December 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Total
|
4
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|
3
|
|
|
21
|
|
(1)
|
Includes a
$13 million
non-cash reduction to take-or-pay contract termination penalties resulting from the closure of the Company's VAM facility in Tarragona, Spain (
Note 4
).
|
(1)
|
Includes aggregate earnings generated by operations in Bermuda, Luxembourg, the Netherlands and Hong Kong of
$308 million
,
$275 million
and
$320 million
for the years ended
December 31, 2014
,
2013
and
2012
, respectively, which have an aggregate effective income tax rate of
4.8%
,
4.0%
and
5.6%
for each year, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions, except percentages)
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
329
|
|
|
563
|
|
|
112
|
|
Change in valuation allowance
|
49
|
|
|
89
|
|
|
29
|
|
Equity income and dividends
|
(50
|
)
|
|
(44
|
)
|
|
(31
|
)
|
(Income) expense not resulting in tax impact, net
|
(34
|
)
|
|
(33
|
)
|
|
(39
|
)
|
US tax effect of foreign earnings and dividends
|
49
|
|
|
35
|
|
|
42
|
|
Foreign tax credits
|
(34
|
)
|
|
(38
|
)
|
|
(187
|
)
|
Other foreign tax rate differentials
|
(33
|
)
|
|
(55
|
)
|
|
(2
|
)
|
Legislative changes
|
—
|
|
|
(19
|
)
|
|
—
|
|
Tax-deductible interest on foreign equity investments and other related items
|
12
|
|
|
11
|
|
|
11
|
|
State income taxes, net of federal benefit
|
9
|
|
|
11
|
|
|
4
|
|
Other, net
|
17
|
|
|
(12
|
)
|
|
6
|
|
Income tax provision (benefit)
|
314
|
|
|
508
|
|
|
(55
|
)
|
|
|
|
|
|
|
|||
Effective income tax rate
|
33
|
%
|
|
32
|
%
|
|
(17)
|
%
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
424
|
|
|
374
|
|
Accrued expenses
|
41
|
|
|
139
|
|
Inventory
|
10
|
|
|
10
|
|
Net operating loss
|
468
|
|
|
563
|
|
Tax credit carryforwards
|
100
|
|
|
94
|
|
Other
|
165
|
|
|
165
|
|
Subtotal
|
1,208
|
|
|
1,345
|
|
Valuation allowance
(1)
|
(413
|
)
|
|
(461
|
)
|
Total
|
795
|
|
|
884
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
416
|
|
|
479
|
|
Investments in affiliates
|
143
|
|
|
142
|
|
Other
|
102
|
|
|
94
|
|
Total
|
661
|
|
|
715
|
|
Net deferred tax assets (liabilities)
|
134
|
|
|
169
|
|
(1)
|
Includes deferred tax asset valuation allowances primarily for the Company's deferred tax assets in the
US, Luxembourg, Spain, China, Singapore, the United Kingdom and Canada, 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,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
244
|
|
|
218
|
|
|
212
|
|
Increases in tax positions for the current year
|
7
|
|
|
3
|
|
|
6
|
|
Increases in tax positions for prior years
|
24
|
|
|
57
|
|
|
43
|
|
Decreases in tax positions for prior years
|
(46
|
)
|
|
(32
|
)
|
|
(19
|
)
|
Decreases due to settlements
|
(1
|
)
|
|
(2
|
)
|
|
(24
|
)
|
As of the end of the year
|
228
|
|
|
244
|
|
|
218
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
245
|
|
|
258
|
|
|
237
|
|
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations
|
2
|
|
|
12
|
|
|
(2
|
)
|
Total amount of interest expense and penalties recognized in the consolidated balance sheets
|
67
|
|
|
65
|
|
|
53
|
|
|
As of December 31, 2014
|
|
||||
|
Shares
Available for
Awards
|
|
Shares
Subject to
Outstanding
Awards
|
|
||
2009 GIP
|
8,336,467
|
|
|
2,844,382
|
|
|
2004 Stock Incentive Plan
|
—
|
|
|
136,500
|
|
(1)
|
(1)
|
No RSUs remain outstanding under the 2004 Stock Incentive Plan.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
2
|
|
|
2
|
|
|
31
|
|
Amount reversed in current year related to prior year
|
—
|
|
|
—
|
|
|
1
|
|
|
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, 2013
|
547
|
|
|
29.75
|
|
|
3.6
|
|
14
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(202
|
)
|
|
22.98
|
|
|
|
|
|
|
Forfeited
|
(2
|
)
|
|
32.50
|
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
As of December 31, 2014
|
343
|
|
|
33.72
|
|
|
3.2
|
|
7
|
|
Options exercisable at end of year
|
290
|
|
|
32.67
|
|
|
2.9
|
|
6
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
|
2012
|
||
Risk-free interest rate
|
N/A
|
|
0.68
|
%
|
|
0.78
|
%
|
Estimated life in years
|
N/A
|
|
4.50
|
|
|
4.59
|
|
Dividend yield
|
N/A
|
|
0.64
|
%
|
|
0.70
|
%
|
Volatility
|
N/A
|
|
49.50
|
%
|
|
50.31
|
%
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
|
2012
|
||
|
(In $)
|
||||||
Total
|
N/A
|
|
18.50
|
|
|
16.21
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Intrinsic value
|
7
|
|
|
6
|
|
|
110
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2013
|
733
|
|
|
46.18
|
|
Granted
|
563
|
|
|
48.67
|
|
Vested
|
—
|
|
|
—
|
|
Canceled
|
(201
|
)
|
|
43.20
|
|
Forfeited
|
(68
|
)
|
|
47.80
|
|
As of December 31, 2014
|
1,027
|
|
|
48.02
|
|
|
Employee Time-Based RSUs
|
|
Director Time-Based RSUs
|
|||||||||
|
Number of
Units
|
|
|
Weighted
Average Grant Date
Fair Value
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||||
|
(In thousands)
|
|
|
(In $)
|
|
(In thousands)
|
|
(In $)
|
||||
As of December 31, 2013
|
225
|
|
|
|
37.02
|
|
|
16
|
|
|
48.51
|
|
Granted
|
35
|
|
|
|
54.29
|
|
|
19
|
|
|
58.48
|
|
Vested
|
(143
|
)
|
|
|
34.36
|
|
|
(16
|
)
|
|
48.51
|
|
Forfeited
|
(5
|
)
|
|
|
37.14
|
|
|
—
|
|
|
—
|
|
As of December 31, 2014
|
112
|
|
(1)
|
|
45.87
|
|
|
19
|
|
|
58.48
|
|
(1)
|
Includes
22,082
of unvested restricted stock awards granted to the Company's Chief Executive Officer on April 5, 2012.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Total
|
9
|
|
|
12
|
|
|
13
|
|
|
As of December 31, 2014
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2015
|
47
|
|
2016
|
47
|
|
2017
|
47
|
|
2018
|
47
|
|
2019
|
47
|
|
Later years
|
249
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
484
|
|
Less amounts representing interest
|
(224
|
)
|
Present value of net minimum lease obligations
|
260
|
|
|
As of December 31, 2014
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2015
|
65
|
|
2016
|
57
|
|
2017
|
40
|
|
2018
|
28
|
|
2019
|
25
|
|
Later years
|
157
|
|
Sublease income
|
(8
|
)
|
Minimum lease commitments
|
364
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Total
|
161
|
|
|
160
|
|
|
165
|
|
As of December 31, 2014
|
||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
|
(In $ millions)
|
|
|
|
|
|
(In percentages)
|
500
|
|
January 2, 2014
|
|
January 2, 2016
|
|
1.02
|
|
2015 Maturity
|
|
|
(In $ millions)
|
|
Currency
|
|
|
Brazilian real
|
(13
|
)
|
British pound sterling
|
(78
|
)
|
Canadian dollar
|
33
|
|
Chinese renminbi
|
(151
|
)
|
Euro
|
735
|
|
Hungarian forint
|
10
|
|
Mexican peso
|
(23
|
)
|
Singapore dollar
|
35
|
|
Total
|
548
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Total
|
1,336
|
|
|
869
|
|
As of December 31, 2014
|
||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
|
(In millions)
|
|
|
|
|
|
(In percentages)
|
$250
|
(1)
|
September 11, 2014
|
|
September 11, 2020
|
|
4.27
|
€193
|
(2)
|
September 11, 2014
|
|
September 11, 2020
|
|
2.63
|
$225
|
(1)
|
April 17, 2014
|
|
April 17, 2019
|
|
3.62
|
€162
|
(2)
|
April 17, 2014
|
|
April 17, 2019
|
|
2.77
|
(1)
|
Represents the notional amount due from the counterparty at the maturity of the contract.
|
(2)
|
Represents the notional amount due to the counterparty at the maturity of the contract.
|
|
Year Ended December 31,
|
|
Statement of Operations Classification
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||
|
(In $ millions)
|
|
|
|||||||
Hedging activities
|
(4
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
Interest expense
|
Ineffective portion of hedging activities
|
—
|
|
|
—
|
|
|
—
|
|
|
Other income (expense), net
|
|
Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss)
|
|
Gain (Loss) Recognized
in Earnings (Loss)
|
|
Statement of Operations Classification
|
||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
(1
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
(14
|
)
|
|
Interest expense
|
Cross-currency swaps
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
Other income (expense), net or Interest expense
|
Total
|
(9
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
42
|
|
|
(11
|
)
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Designated as a Net Investment Hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
3.250% Notes
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Foreign currency translation
|
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
(1)
|
—
|
|
|
(6
|
)
|
(2)
|
Interest expense
|
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(23
|
)
|
|
(6
|
)
|
|
Foreign exchange gain (loss), net or Other income (expense), net
|
(1)
|
In December 2014, the Company dedesignated as cash flow hedges a notional value of
$500 million
US dollar interest rate swap agreements expiring
January 2, 2016
.
|
(2)
|
In conjunction with the paydown of the Term C loan facility in November 2012 (
Note 14
), the Company dedesignated as cash flow hedges a notional value of
$395 million
US dollar interest rate swap agreements expiring
January 2, 2014
.
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
55
|
|
|
1
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
55
|
|
|
1
|
|
Gross amount not offset in the consolidated balance sheets
|
4
|
|
|
1
|
|
Net amount
|
51
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
23
|
|
|
16
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
1
|
|
Net amount presented in the consolidated balance sheets
|
23
|
|
|
15
|
|
Gross amount not offset in the consolidated balance sheets
|
4
|
|
|
1
|
|
Net amount
|
19
|
|
|
14
|
|
|
Fair Value Measurement
|
|
Balance Sheet Classification
|
||||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Total
|
|
|||||||||||||
|
As of December 31,
|
|
|||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|||||||
|
(In $ millions)
|
|
|
||||||||||||||||
Mutual funds
|
32
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
41
|
|
|
Marketable securities, at fair value
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cross-currency swaps
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
Current Other assets
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
Noncurrent Other assets
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|
Current Other assets
|
Total assets
|
32
|
|
|
41
|
|
|
55
|
|
|
1
|
|
|
87
|
|
|
42
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Current Other liabilities
|
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
Noncurrent Other liabilities
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
Current Other liabilities
|
Cross-currency swaps
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
Noncurrent Other liabilities
|
Designated as a Net Investment Hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
3.250% Notes
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Long-term Debt
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
Current Other liabilities
|
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(15
|
)
|
|
(23
|
)
|
|
(15
|
)
|
|
|
(1)
|
Included
in the consolidated balance sheets at carrying amount.
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying
Amount
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
145
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
56
|
|
|
62
|
|
|
56
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
62
|
|
Long-term debt, including current installments of long-term debt
|
2,633
|
|
|
2,911
|
|
|
2,398
|
|
|
2,747
|
|
|
260
|
|
|
264
|
|
|
2,658
|
|
|
3,011
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Interest paid, net of amounts capitalized
|
146
|
|
|
166
|
|
|
189
|
|
Taxes paid, net of refunds
|
199
|
|
|
129
|
|
|
64
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Accrued acquisition of intangible assets
|
—
|
|
|
—
|
|
|
(2
|
)
|
Accrued capital expenditures
|
3
|
|
|
38
|
|
|
(22
|
)
|
Accrued Kelsterbach capital expenditures (
Note 28
)
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
Asset retirement obligations
|
4
|
|
|
9
|
|
|
8
|
|
Capital expenditure reimbursement
|
4
|
|
|
—
|
|
|
—
|
|
Capital lease obligations
|
22
|
|
|
28
|
|
|
7
|
|
Contingent consideration (
Note 4
)
|
8
|
|
|
—
|
|
|
—
|
|
Lease incentives
|
—
|
|
|
3
|
|
|
6
|
|
Mitsui reimbursement (
Note 5
)
|
70
|
|
|
(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, 2014
|
|
|||||||||||||||||||
Net sales
|
1,459
|
|
|
1,160
|
|
(1)
|
1,224
|
|
|
3,493
|
|
(1)
|
—
|
|
|
(534
|
)
|
|
6,802
|
|
|
Other (charges) gains, net
|
(1
|
)
|
|
16
|
|
|
(1
|
)
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
15
|
|
|
Operating profit (loss)
|
221
|
|
|
388
|
|
|
76
|
|
|
558
|
|
|
(485
|
)
|
|
—
|
|
|
758
|
|
|
Equity in net earnings (loss) of affiliates
|
161
|
|
|
9
|
|
|
—
|
|
|
20
|
|
|
56
|
|
|
—
|
|
|
246
|
|
|
Depreciation and amortization
|
106
|
|
|
43
|
|
|
48
|
|
|
81
|
|
|
12
|
|
|
—
|
|
|
290
|
|
|
Capital expenditures
|
65
|
|
|
103
|
|
|
29
|
|
|
478
|
|
|
6
|
|
|
—
|
|
|
681
|
|
(2)
|
|
As of December 31, 2014
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
358
|
|
|
261
|
|
|
54
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|
Total assets
|
2,484
|
|
|
1,491
|
|
|
823
|
|
|
2,495
|
|
|
1,525
|
|
|
—
|
|
|
8,818
|
|
|
|
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
|
|
(4)
|
|
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
|
)
|
(3)
|
—
|
|
|
—
|
|
|
(8
|
)
|
(3)
|
—
|
|
|
(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
|
|
(4)
|
(1)
|
Net sales for Acetyl Intermediates and Consumer Specialties include intersegment sales of
$532 million
and
$2 million
, respectively, for the year ended
December 31, 2014
;
$448 million
and
$4 million
, respectively, for the year ended
December 31, 2013
; and
$440 million
and
$4 million
, respectively, for the year ended
December 31, 2012
.
|
(2)
|
Includes an increase in accrued capital expenditures of
$3 million
for the year ended
December 31, 2014
.
|
(3)
|
Includes
$9 million
of insurance recoveries received from the Company's captive insurance companies related to the Narrows, Virginia facility that eliminates in consolidation.
|
(4)
|
Excludes expenditures related to the relocation of the Company's POM operations in Germany (
Note 28
) and includes an increase in accrued capital expenditures of
$38 million
for the year ended
December 31, 2013
and a decrease of
$22 million
for the year ended
December 31, 2012
.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions)
|
|||||||
Belgium
|
480
|
|
|
525
|
|
|
504
|
|
Canada
|
204
|
|
|
249
|
|
|
284
|
|
China
|
996
|
|
|
863
|
|
|
733
|
|
Germany
|
2,156
|
|
|
2,049
|
|
|
2,082
|
|
Mexico
|
259
|
|
|
256
|
|
|
257
|
|
Singapore
|
632
|
|
|
578
|
|
|
561
|
|
US
|
1,899
|
|
|
1,808
|
|
|
1,811
|
|
Other
|
176
|
|
|
182
|
|
|
186
|
|
Total
|
6,802
|
|
|
6,510
|
|
|
6,418
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
631
|
|
|
1,101
|
|
|
376
|
|
Earnings (loss) from discontinued operations
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
Net earnings (loss)
|
624
|
|
|
1,101
|
|
|
372
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
155,012,370
|
|
|
158,801,150
|
|
|
158,359,914
|
|
Dilutive stock options
|
153,663
|
|
|
227,624
|
|
|
848,439
|
|
Dilutive RSUs
|
1,000,960
|
|
|
305,445
|
|
|
622,433
|
|
Weighted average shares - diluted
|
156,166,993
|
|
|
159,334,219
|
|
|
159,830,786
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,860
|
|
|
5,166
|
|
|
(1,224
|
)
|
|
6,802
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,822
|
)
|
|
(4,550
|
)
|
|
1,186
|
|
|
(5,186
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
1,038
|
|
|
616
|
|
|
(38
|
)
|
|
1,616
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(313
|
)
|
|
(445
|
)
|
|
—
|
|
|
(758
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
—
|
|
|
(20
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(39
|
)
|
|
—
|
|
|
(86
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
28
|
|
|
(13
|
)
|
|
—
|
|
|
15
|
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
4
|
|
|
—
|
|
|
(7
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
688
|
|
|
108
|
|
|
(38
|
)
|
|
758
|
|
Equity in net earnings (loss) of affiliates
|
622
|
|
|
806
|
|
|
90
|
|
|
210
|
|
|
(1,482
|
)
|
|
246
|
|
Interest expense
|
—
|
|
|
(190
|
)
|
|
(22
|
)
|
|
(78
|
)
|
|
143
|
|
|
(147
|
)
|
Refinancing expense
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
Interest income
|
—
|
|
|
57
|
|
|
72
|
|
|
15
|
|
|
(143
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
116
|
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
4
|
|
|
(8
|
)
|
|
—
|
|
|
(4
|
)
|
Earnings (loss) from continuing operations before tax
|
622
|
|
|
644
|
|
|
832
|
|
|
363
|
|
|
(1,520
|
)
|
|
941
|
|
Income tax (provision) benefit
|
2
|
|
|
(22
|
)
|
|
(237
|
)
|
|
(71
|
)
|
|
14
|
|
|
(314
|
)
|
Earnings (loss) from continuing operations
|
624
|
|
|
622
|
|
|
595
|
|
|
292
|
|
|
(1,506
|
)
|
|
627
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
(11
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
Net earnings (loss)
|
624
|
|
|
622
|
|
|
590
|
|
|
290
|
|
|
(1,506
|
)
|
|
620
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Net earnings (loss) attributable to Celanese Corporation
|
624
|
|
|
622
|
|
|
590
|
|
|
294
|
|
|
(1,506
|
)
|
|
624
|
|
|
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, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
624
|
|
|
622
|
|
|
590
|
|
|
290
|
|
|
(1,506
|
)
|
|
620
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(3
|
)
|
|
1
|
|
Foreign currency translation
|
(148
|
)
|
|
(148
|
)
|
|
(31
|
)
|
|
(65
|
)
|
|
244
|
|
|
(148
|
)
|
Gain (loss) from cash flow hedges
|
40
|
|
|
40
|
|
|
(1
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|
40
|
|
Pension and postretirement benefits
|
(54
|
)
|
|
(54
|
)
|
|
(54
|
)
|
|
(5
|
)
|
|
113
|
|
|
(54
|
)
|
Total other comprehensive income (loss), net of tax
|
(161
|
)
|
|
(161
|
)
|
|
(85
|
)
|
|
(76
|
)
|
|
322
|
|
|
(161
|
)
|
Total comprehensive income (loss), net of tax
|
463
|
|
|
461
|
|
|
505
|
|
|
214
|
|
|
(1,184
|
)
|
|
459
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
463
|
|
|
461
|
|
|
505
|
|
|
218
|
|
|
(1,184
|
)
|
|
463
|
|
|
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) from cash flow hedges
|
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) from cash flow hedges
|
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
|
|
|
As of December 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
110
|
|
|
670
|
|
|
—
|
|
|
780
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
184
|
|
|
821
|
|
|
(204
|
)
|
|
801
|
|
Non-trade receivables, net
|
35
|
|
|
477
|
|
|
2,265
|
|
|
407
|
|
|
(2,943
|
)
|
|
241
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
268
|
|
|
613
|
|
|
(99
|
)
|
|
782
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
39
|
|
|
12
|
|
|
(22
|
)
|
|
29
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
Other assets
|
—
|
|
|
6
|
|
|
12
|
|
|
34
|
|
|
(19
|
)
|
|
33
|
|
Total current assets
|
35
|
|
|
483
|
|
|
2,910
|
|
|
2,557
|
|
|
(3,287
|
)
|
|
2,698
|
|
Investments in affiliates
|
2,784
|
|
|
5,889
|
|
|
4,349
|
|
|
613
|
|
|
(12,759
|
)
|
|
876
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,029
|
|
|
2,704
|
|
|
—
|
|
|
3,733
|
|
Deferred income taxes
|
—
|
|
|
16
|
|
|
211
|
|
|
26
|
|
|
—
|
|
|
253
|
|
Other assets
|
—
|
|
|
674
|
|
|
146
|
|
|
400
|
|
|
(843
|
)
|
|
377
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
435
|
|
|
—
|
|
|
749
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
73
|
|
|
59
|
|
|
—
|
|
|
132
|
|
Total assets
|
2,819
|
|
|
7,062
|
|
|
9,032
|
|
|
6,794
|
|
|
(16,889
|
)
|
|
8,818
|
|
LIABILITIES AND EQUITY
|
|||||||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
1,894
|
|
|
184
|
|
|
290
|
|
|
(2,231
|
)
|
|
137
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
413
|
|
|
548
|
|
|
(204
|
)
|
|
757
|
|
Other liabilities
|
1
|
|
|
34
|
|
|
225
|
|
|
402
|
|
|
(230
|
)
|
|
432
|
|
Deferred income taxes
|
—
|
|
|
22
|
|
|
—
|
|
|
7
|
|
|
(22
|
)
|
|
7
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
484
|
|
|
45
|
|
|
(524
|
)
|
|
5
|
|
Total current liabilities
|
1
|
|
|
1,950
|
|
|
1,306
|
|
|
1,292
|
|
|
(3,211
|
)
|
|
1,338
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt
|
—
|
|
|
2,269
|
|
|
900
|
|
|
208
|
|
|
(769
|
)
|
|
2,608
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
Uncertain tax positions
|
—
|
|
|
6
|
|
|
16
|
|
|
137
|
|
|
—
|
|
|
159
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
923
|
|
|
288
|
|
|
—
|
|
|
1,211
|
|
Other liabilities
|
—
|
|
|
53
|
|
|
121
|
|
|
192
|
|
|
(83
|
)
|
|
283
|
|
Total noncurrent liabilities
|
—
|
|
|
2,328
|
|
|
1,960
|
|
|
966
|
|
|
(852
|
)
|
|
4,402
|
|
Total Celanese Corporation stockholders' equity
|
2,818
|
|
|
2,784
|
|
|
5,766
|
|
|
4,276
|
|
|
(12,826
|
)
|
|
2,818
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
260
|
|
Total equity
|
2,818
|
|
|
2,784
|
|
|
5,766
|
|
|
4,536
|
|
|
(12,826
|
)
|
|
3,078
|
|
Total liabilities and equity
|
2,819
|
|
|
7,062
|
|
|
9,032
|
|
|
6,794
|
|
|
(16,889
|
)
|
|
8,818
|
|
|
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
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
389
|
|
|
498
|
|
|
644
|
|
|
433
|
|
|
(1,002
|
)
|
|
962
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
(71
|
)
|
|
—
|
|
|
(254
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deferred proceeds from Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(380
|
)
|
|
—
|
|
|
(424
|
)
|
Return of capital from subsidiary
|
—
|
|
|
28
|
|
|
51
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(213
|
)
|
|
—
|
|
|
213
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(70
|
)
|
|
(93
|
)
|
|
(75
|
)
|
|
238
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(8
|
)
|
|
—
|
|
|
(17
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(42
|
)
|
|
(501
|
)
|
|
(534
|
)
|
|
372
|
|
|
(705
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
93
|
|
|
6
|
|
|
(15
|
)
|
|
(93
|
)
|
|
(9
|
)
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
Proceeds from long-term debt
|
—
|
|
|
462
|
|
|
75
|
|
|
—
|
|
|
(150
|
)
|
|
387
|
|
Repayments of long-term debt
|
—
|
|
|
(611
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
5
|
|
|
(626
|
)
|
Purchases of treasury stock, including related fees
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
Dividends to parent
|
—
|
|
|
(390
|
)
|
|
(390
|
)
|
|
(222
|
)
|
|
1,002
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
(213
|
)
|
|
—
|
|
Stock option exercises
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Series A common stock dividends
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
79
|
|
|
—
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
264
|
|
Other, net
|
—
|
|
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
Net cash provided by (used in) financing activities
|
(389
|
)
|
|
(456
|
)
|
|
(317
|
)
|
|
117
|
|
|
630
|
|
|
(415
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
(30
|
)
|
|
—
|
|
|
(204
|
)
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
284
|
|
|
700
|
|
|
—
|
|
|
984
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
110
|
|
|
670
|
|
|
—
|
|
|
780
|
|
|
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
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
(121
|
)
|
|
—
|
|
|
(277
|
)
|
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
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
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
|
)
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
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
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(191
|
)
|
|
—
|
|
|
(349
|
)
|
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
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
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
|
)
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other, net
|
29
|
|
|
(9
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
12
|
|
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
|
|
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 July 23, 2014 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on July 28, 2014).
|
|
|
|
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 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).
|
|
|
|
4.3
|
|
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).
|
|
|
|
4.4
|
|
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).
|
|
|
|
4.5
|
|
Third Supplemental Indenture, dated September 24, 2014, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as trustee, Deutsche Bank Trust Companies Americas, as paying agent, and Deutsche Bank Luxembourg S.A., as registrar and as transfer agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on September 25, 2014).
|
|
|
|
4.6*
|
|
Fourth Supplemental Indenture, dated December 1, 2014, among Celanese US Holdings LLC, Celanese U.S. Sales LLC and Wells Fargo Bank, National Association, as trustee.
|
|
|
|
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).
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.1(e)
|
|
Amendment Agreement, dated September 24, 2014, among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, Bank of America, N.A., as syndication agent, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland PLC as co-documentation agents, and the other lenders party thereto (contains an Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 25, 2014).
|
|
|
|
10.1(f)
|
|
Guarantee and Collateral Agreement, dated April 2, 2007, by and among Celanese Holdings LLC, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC and Deutsche Bank AG, New York Branch (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 28, 2010).
|
|
|
|
10.2
|
|
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)*
|
|
Amended and Restated Purchase and Sale Agreement, dated February 2, 2015, among Celanese U.S. Sales LLC, Celanese Ltd., Ticona Polymers, Inc., Celanese International Corporation and CE Receivables LLC.
|
|
|
|
10.2(b)
|
|
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(c)
|
|
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 (incorporated by reference to Exhibit 10.2(b) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
|
|
|
|
10.2(d)*
|
|
Second Amendment to Receivables Purchase Agreement, dated October 20, 2014, among CE Receivables LLC, Celanese International Corporation, 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(e)*
|
|
Third Amendment to Receivables Purchase Agreement, dated February 2, 2015, among CE Receivables LLC, Celanese International Corporation, 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(f)
|
|
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 (File No. 001-32410) 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 (File No. 001-32410) 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 (File No. 001-32410) 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 (File No. 333-158736) 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 (incorporated by reference to Exhibit 10.4(b) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
|
|
|
|
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).
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
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 (File No. 001-32410) 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 (File No. 333-158734) 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 (File No. 001-32410) filed with the SEC on July 29, 2009).
|
|
|
|
10.6(b)‡
|
|
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(c)‡
|
|
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(d)‡
|
|
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(e)‡
|
|
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(f)‡
|
|
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(g)‡
|
|
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(h)‡
|
|
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(i)‡
|
|
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).
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.7(d)‡
|
|
Form of 2013 Time-Vesting Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7(d) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
|
|
|
|
10.7(e)‡
|
|
Form of 2013 Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.7(e) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
|
|
|
|
10.7(f)‡
|
|
Form of 2013 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.7(f) to the Annual Report on Form 10-K filed with the SEC on February 7, 2014).
|
|
|
|
10.7(g)‡
|
|
Form of 2014 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q Filed with the SEC on April 22, 2014).
|
|
|
|
10.7(h)‡
|
|
Form of 2014 Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q Filed with the SEC on April 22, 2014).
|
|
|
|
10.7(i)‡
|
|
Form of 2014 Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q Filed with the SEC on April 22, 2014).
|
|
|
|
10.7(j)‡
|
|
Form of 2014 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q Filed with the SEC on July 18, 2014).
|
|
|
|
10.8‡
|
|
Celanese Corporation 2009 Employee Stock Purchase Program (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 (File No. 333-158734) 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 (File No. 001-32410) 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).
|
|
|
|
10.11(g)‡
|
|
Agreement and General Release, dated May 6, 2014, between Celanese Corporation and Steven M. Sterin (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC on October 21, 2014).
|
|
|
|
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 (File No. 001-32410) filed on April 7, 2008).
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
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 (File No. 001-32410) 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 10.4 to the Current Report on Form 8-K/A (File No. 001-32410) filed with the SEC on January 26, 2009).
|
|
|
|
10.14‡
|
|
Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 12, 2014).
|
|
|
|
10.14(a)*‡
|
|
Celanese Americas Supplemental Retirement Savings Plan, as amended and restated effective January 1, 2014.
|
|
|
|
10.15*‡
|
|
Summary of Non-Employee Director Compensation.
|
|
|
|
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, 2014 and 2013 and for each of the years in the three year period ended December 31, 2014 for CTE Petrochemicals Company.
|
|
|
|
99.2*
|
|
Audited financial statements as of December 31, 2014 and 2013 and for each of the years in the three year period ended December 31, 2014 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.
|
|
CELANESE US HOLDINGS LLC
|
||
|
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
|
|
Chuck B. Kyrish, Treasurer
|
|
|
|
|
|
CELANESE U.S. SALES LLC
|
||
|
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
|
|
Chuck B. Kyrish, Treasurer
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL
|
||
|
ASSOCIATION, TRUSTEE
|
||
|
|
|
|
|
By:
|
|
/s/ JOHN C. STOHLMANN
|
|
|
|
Name: John C. Stohlmann
|
|
|
|
Title: Vice President
|
TABLE OF CONTENTS
|
||
|
|
Page
|
|
||
ARTICLE I AGREEMENT TO PURCHASE AND SELL
|
2
|
|
SECTION 1.1
|
Agreement To Purchase and Sell
|
2
|
SECTION 1.2
|
Timing of Purchases
|
3
|
SECTION 1.3
|
Consideration for Purchases
|
3
|
SECTION 1.4
|
Purchase and Sale Termination Date
|
3
|
SECTION 1.5
|
Intention of the Parties
|
4
|
|
||
ARTICLE II PURCHASE REPORT; CALCULATION OF PURCHASE PRICE
|
4
|
|
SECTION 2.1
|
Purchase Report
|
4
|
SECTION 2.2
|
Calculation of Purchase Price
|
5
|
|
||
ARTICLE III CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE
|
5
|
|
SECTION 3.1
|
Initial Contribution of Receivables and Initial Purchase Price Payment
|
5
|
SECTION 3.2
|
Purchase Price Payments
|
6
|
SECTION 3.3
|
Letters of Credit
|
7
|
SECTION 3.4
|
Settlement as to Specific Receivables and Dilution
|
8
|
SECTION 3.5
|
Reconveyance of Receivables
|
10
|
|
||
ARTICLE IV CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATOR
|
10
|
|
SECTION 4.1
|
Conditions Precedent to Initial Purchase
|
10
|
SECTION 4.2
|
Certification as to Representations and Warranties
|
11
|
SECTION 4.3
|
Additional Originators
|
11
|
|
||
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS
|
12
|
|
SECTION 5.1
|
Existence and Power
|
12
|
SECTION 5.2
|
Company and Governmental Authorization, Contravention
|
12
|
SECTION 5.3
|
Binding Effect of Agreement
|
13
|
SECTION 5.4
|
Accuracy of Information
|
13
|
SECTION 5.5
|
Actions, Suits
|
13
|
SECTION 5.6
|
No Material Adverse Effect
|
13
|
SECTION 5.7
|
Names and Location
|
13
|
SECTION 5.8
|
Margin Stock
|
13
|
SECTION 5.9
|
Eligible Receivables
|
14
|
SECTION 5.10
|
Credit and Collection Policy
|
14
|
SECTION 5.11
|
Investment Company Act
|
14
|
SECTION 5.12
|
Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions
|
14
|
SECTION 5.13
|
Financial Condition
|
14
|
SECTION 5.14
|
Tax Status
|
15
|
SECTION 5.15
|
ERISA
|
15
|
SECTION 5.16
|
Bulk Sales
|
16
|
SECTION 5.17
|
No Fraudulent Conveyance
|
16
|
SECTION 5.18
|
Ordinary Course of Business
|
16
|
SECTION 5.19
|
Perfection; Good Title
|
16
|
|
|
Page
|
|
|
|
SECTION 5.20
|
Reliance on Separate Legal Identity
|
16
|
SECTION 5.21
|
Bankruptcy Opinion
|
16
|
SECTION 5.22
|
Enforceability of Contracts
|
17
|
SECTION 5.23
|
Nature of Pool Receivables
|
17
|
SECTION 5.24
|
Reaffirmation of Representations and Warranties by each Originator
|
17
|
|
||
ARTICLE VI COVENANTS OF THE ORIGINATORS
|
17
|
|
SECTION 6.1
|
Covenants
|
17
|
SECTION 6.2
|
Separateness Covenants
|
22
|
|
||
ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF
|
|
|
RECEIVABLES
|
23
|
|
SECTION 7.1
|
Rights of the Buyer
|
23
|
SECTION 7.2
|
Responsibilities of the Originators
|
23
|
SECTION 7.3
|
Further Action Evidencing Purchases
|
24
|
SECTION 7.4
|
Application of Collections
|
24
|
|
||
ARTICLE VIII PURCHASE AND SALE TERMINATION EVENTS
|
25
|
|
SECTION 8.1
|
Purchase and Sale Termination Events
|
25
|
SECTION 8.2
|
Remedies
|
25
|
|
||
ARTICLE IX INDEMNIFICATION
|
26
|
|
SECTION 9.1
|
Indemnities by the Originators
|
26
|
|
||
ARTICLE X MISCELLANEOUS
|
27
|
|
SECTION 10.1
|
Amendments, etc
|
27
|
SECTION 10.2
|
Notices, etc
|
28
|
SECTION 10.3
|
No Waiver; Cumulative Remedies
|
28
|
SECTION 10.4
|
Binding Effect; Assignability
|
28
|
SECTION 10.5
|
Governing Law
|
28
|
SECTION 10.6
|
Costs, Expenses and Taxes
|
29
|
SECTION 10.7
|
SUBMISSION TO JURISDICTION
|
29
|
SECTION 10.8
|
WAIVER OF JURY TRIAL
|
29
|
SECTION 10.9
|
Captions and Cross References; Incorporation by Reference
|
30
|
SECTION 10.10
|
Execution in Counterparts
|
30
|
SECTION 10.11
|
Acknowledgment and Agreement
|
30
|
SECTION 10.12
|
No Proceeding
|
30
|
SECTION 10.13
|
Limited Recourse
|
30
|
SCHEDULES
|
||
Schedule I
|
Location of Each Originator
|
|
Schedule II
|
Location of Books and Records of Originators
|
|
Schedule III
|
Trade Names
|
|
Schedule IV
|
Notice Addresses
|
|
|
|
|
EXHIBITS
|
||
Exhibit A
|
Form of Purchase Report
|
|
Exhibit B
|
Form of Subordinated Note
|
|
Exhibit C
|
Form of Joinder Agreement
|
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
2
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
3
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
4
|
PP
|
=
|
OB x FMVD
|
where:
|
|
|
PP
|
=
|
Purchase Price for each Receivable as calculated on the relevant Payment Date.
|
OB
|
=
|
The Outstanding Balance of such Receivable on the relevant Payment Date.
|
FMVD
|
=
|
Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one divided by (b) the sum of (i) one,
plus
(ii) the product of (A) the Prime Rate on such Payment Date, and (B) a fraction, the numerator of which is the Average Portfolio Turnover (calculated as of the last day of the calendar month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
5
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
6
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
7
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
8
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
9
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
10
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
11
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
12
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
13
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
14
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
15
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
16
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
17
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
18
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
19
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
20
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
21
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
22
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
23
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
24
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
25
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
26
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
27
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
28
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
29
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
30
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
31
|
|
CE RECEIVABLES LLC,
|
|||
|
as Buyer
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
||
|
|
Name: Christopher W. Jensen
|
||
|
|
Title: President
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELANESE INTERNATIONAL
|
|||
|
CORPORATION,
|
|||
|
as Servicer
|
|||
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
||
|
|
Name: Christopher W. Jensen
|
||
|
|
Title: Senior Vice President, Finance
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Signature Page
|
|
CELANESE U.S. SALES LLC,
|
||||
|
as an Originator
|
|
|
||
|
|
||||
|
By:
|
/s/ CHUCK B. KYRISH
|
|||
|
|
Name: Chuck B. Kyrish
|
|||
|
|
Title: Treasurer
|
|||
|
|
|
|
||
|
|
|
|
||
|
CELANESE LTD.,
|
||||
|
as an Originator
|
||||
|
|
||||
|
By:
|
Celanese International Corporation,
|
|||
|
|
its general partner
|
|||
|
|
||||
|
By:
|
/s/ CHUCK B. KYRISH
|
|||
|
|
Name: Chuck B. Kyrish
|
|||
|
|
Title: Treasurer
|
|||
|
|
|
|||
|
|
|
|||
|
TICONA POLYMERS, INC.,
|
||||
|
as an Originator
|
||||
|
|
|
|||
|
By:
|
/s/ CHUCK B. KYRISH
|
|||
|
|
Name: Chuck B. Kyrish
|
|||
|
|
Title: Treasurer
|
Solely with respect to
|
|
|||||
Sections 1.2(a)
,
3.1(a)-(c)
,
3.3(d)
and
10.1(c)
:
|
|
|||||
|
|
|
||||
CELANESE ACETATE LLC
|
|
|||||
|
|
|
||||
By:
|
/s/ CHUCK B. KYRISH
|
|
||||
|
Name: Chuck B. Kyrish
|
|
|
|||
|
Title: Treasurer
|
|
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Signature Page
|
Consented to by:
|
|
|||||
|
||||||
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
|
||||||
as Administrator and as a Purchaser Agent
|
|
|||||
|
|
|
||||
|
|
|
||||
By:
|
/s/ CHRISTOPHER POHL
|
|
||||
|
Name: Christopher Pohl
|
|
|
|||
|
Title: Managing Director
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
||||||
as a Purchaser Agent
|
|
|||||
|
|
|
||||
|
|
|
||||
By:
|
/s/ ROBYN REEHER
|
|
||||
|
Name: Robyn Reeher
|
|
|
|||
|
Title: Vice President
|
|
|
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Signature Page
|
Originator
|
Location
|
Celanese U.S. Sales LLC
|
Delaware
|
Celanese Ltd.
|
Texas
|
Ticona Polymers, Inc.
|
Delaware
|
SCHEDULE I to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page 1
|
Originator
|
Location of Books and Records
|
Celanese U.S. Sales LLC
|
222 W. Las Colinas Blvd., Ste. 900N
Irving, TX 75039 |
Celanese Ltd.
|
222 W. Las Colinas Blvd., Ste. 900N
Irving, TX 75039 |
Ticona Polymers, Inc.
|
222 W. Las Colinas Blvd., Ste. 900N
Irving, TX 75039 |
SCHEDULE II to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
|
Celanese Ltd.
|
|
MO
|
|
Celanese Ltd., L.P.
|
|
|
|
|
SC
|
|
Celanese Ltd., L.P.
|
|
SCHEDULE III to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
SCHEDULE IV to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
SCHEDULE IV to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
2
|
EXHIBIT A to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
2
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
3
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
4
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
5
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
6
|
|
|
CE RECEIVABLES LLC
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT B to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
7
|
EXHIBIT C to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
1
|
EXHIBIT C to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
2
|
|
|
|
[NAME OF ADDITIONAL ORIGINATOR]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
Consented to:
|
|
|
|
|
|
|
|
|
|
CE RECEIVABLES LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acknowledged by:
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
|
||||
as Administrator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
[PURCHASER AGENTS]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
EXHIBIT C to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
3
|
CELANESE US HOLDINGS LLC
|
|
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
EXHIBIT C to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
|
Page
4
|
|
CE RECEIVABLES LLC
,
|
||
|
as the Seller
|
||
|
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
Name:
|
|
Chuck B. Kyrish
|
|
Title:
|
|
VP & Treasurer
|
|
S-
1
|
Second Amendment to RPA
|
|
CELANESE INTERNATIONAL
|
||
|
CORPORATION
,
|
||
|
as the initial Servicer
|
||
|
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
Name:
|
|
Chuck B. Kyrish
|
|
Title:
|
|
Treasurer
|
|
S-
2
|
Second Amendment to RPA
|
|
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
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
, as a Purchaser
|
||
|
Agent
|
||
|
|
|
|
|
By:
|
|
/s/ ERIC WILLIAMS
|
|
Name:
|
|
Eric Williams
|
|
Title:
|
|
Managing Director
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
, as Administrator
|
||
|
|
|
|
|
By:
|
|
/s/ ERIC WILLIAMS
|
|
Name:
|
|
Eric Williams
|
|
Title:
|
|
Managing Director
|
|
S-
3
|
Second Amendment to RPA
|
|
VICTORY RECEIVABLES CORPORATION
,
|
||
|
as a Conduit Purchaser
|
||
|
|
|
|
|
By:
|
|
/s/JOHN L. FRIDLINGTON
|
|
Name:
|
|
John L. Fridlington
|
|
Title:
|
|
Vice President
|
|
S-
4
|
Second Amendment to RPA
|
|
PNC BANK, NATIONAL ASSOCIATION
,
|
||
|
as Related Committed Purchaser and as an LC Bank
|
||
|
|
|
|
|
By:
|
|
/s/
MARK FALCIONE
|
|
Name:
|
|
Mark Falcione
|
|
Title:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION
,
|
||
|
as a Purchaser Agent
|
||
|
|
|
|
|
By:
|
|
/s/
MARK FALCIONE
|
|
Name:
|
|
Mark Falcione
|
|
Title:
|
|
Executive Vice President
|
|
S-
5
|
Second Amendment to RPA
|
CELANESE ACETATE LLC
, as an Originator
|
|||
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
Name:
|
|
Chuck B. Kyrish
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
CELANESE LTD.
, as an Originator
|
|||
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
Name:
|
|
Chuck B. Kyrish
|
|
Title:
|
|
Treasurer
|
|
|
|
|
|
TICONA POLYMERS, INC.
, as an Originator
|
|
||
|
|
|
|
By:
|
|
/s/
CHUCK B. KYRISH
|
|
Name:
|
|
Chuck B. Kyrish
|
|
Title:
|
|
Treasurer
|
|
|
S-
6
|
Second Amendment to RPA
|
(n)
|
Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions
.
|
(i)
|
Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.
|
|
|
|
CE RECEIVABLES LLC
, as the Seller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHUCK B. KYRISH
|
|
|
|
Name:
|
Chuck B. Kyrish
|
|
|
|
Title:
|
Vice President and Treasurer
|
|
S-
1
|
Third Amendment to RPA
|
|
|
|
CELANESE INTERNATIONAL
,
|
|
|
|
|
CORPORATION,
as the initial Servicer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHUCK B. KYRISH
|
|
|
|
Name:
|
Chuck B. Kyrish
|
|
|
|
Title:
|
Treasurer
|
|
S-
2
|
Third Amendment to RPA
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
|
|
|
LTD., NEW YORK BRANCH,
as a Related
|
|
|
|
|
Committed Purchaser and as an LC Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK MALONEY
|
|
|
|
Name:
|
Mark Maloney
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
|
|
|
LTD., NEW YORK BRANCH
, as a Purchaser
|
|
|
|
|
Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ ERIC WILLIAMS
|
|
|
|
Name:
|
Eric Williams
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
|
|
|
|
LTD., NEW YORK BRANCH
, as Administrator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ ERIC WILLIAMS
|
|
|
|
Name:
|
Eric Williams
|
|
|
|
Title:
|
Managing Director
|
|
S-
3
|
Third Amendment to RPA
|
|
|
|
VICTORY RECEIVABLES CORPORATION,
|
|
|
|
|
as a Conduit Purchaser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ DAVID V. DEANGELIS
|
|
|
|
Name:
|
David V. DeAngelis
|
|
|
|
Title:
|
Vice President
|
|
S-
4
|
Third Amendment to RPA
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as
|
|
|
|
|
Related Committed Purchaser and as an LC Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK FALCIONE
|
|
|
|
Name:
|
Mark Falcione
|
|
|
|
Title:
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a
|
|
|
|
|
Purchaser Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARK FALCIONE
|
|
|
|
Name:
|
Mark Falcione
|
|
|
|
Title:
|
Executive Vice President
|
|
S-
5
|
Third Amendment to RPA
|
TABLE OF CONTENTS
|
||
ARTICLE I PURPOSE
|
1
|
|
ARTICLE II DEFINITIONS
|
1
|
|
ARTICLE III ELIGIBILITY
|
4
|
|
ARTICLE IV SUPPLEMENTAL SAVINGS CONTRIBUTIONS AND EARNINGS
|
5
|
|
ARTICLE V BENEFIT PAYMENTS
|
6
|
|
ARTICLE VI DEATH BENEFITS
|
7
|
|
ARTICLE VII FUNDING
|
7
|
|
ARTICLE VIII ADMINISTRATION
|
7
|
|
ARTICLE IX AMENDMENT AND TERMINATION
|
9
|
|
ARTICLE X MISCELLANEOUS PROVISIONS
|
9
|
|
|
|
CELANESE BENEFITS COMMITTEEE
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JAN DEAN
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JAMES COPPENS
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
|
Year Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Pre-tax income from continuing operations before adjustment for noncontrolling interest
|
941
|
|
|
1,609
|
|
|
321
|
|
|
467
|
|
|
433
|
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(246
|
)
|
|
(180
|
)
|
|
(242
|
)
|
|
(192
|
)
|
|
(168
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Net (earnings) loss attributable to non-controlling interests
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income distributions from equity investments
|
148
|
|
|
141
|
|
|
262
|
|
|
205
|
|
|
138
|
|
Amortization of capitalized interest
|
3
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Total fixed charges
|
217
|
|
|
234
|
|
|
247
|
|
|
283
|
|
|
262
|
|
Total earnings as defined before fixed charges
|
1,067
|
|
|
1,807
|
|
|
590
|
|
|
765
|
|
|
667
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
147
|
|
|
172
|
|
|
185
|
|
|
221
|
|
|
204
|
|
Capitalized interest
|
16
|
|
|
9
|
|
|
7
|
|
|
4
|
|
|
2
|
|
Estimated interest portion of rent expense
|
54
|
|
|
53
|
|
|
55
|
|
|
58
|
|
|
53
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total fixed charges
|
217
|
|
|
234
|
|
|
247
|
|
|
283
|
|
|
262
|
|
Ratio of earnings to fixed charges
|
4.9x
|
|
7.7x
|
|
2.4x
|
|
2.7x
|
|
2.5x
|
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
|
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 BVBA
|
|
Belgium
|
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 Europe B.V.
|
|
Netherlands
|
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 Luxembourg S.à r.l.
|
|
Luxembourg
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese Production Belgium BVBA
|
|
Belgium
|
Celanese PTE. Ltd.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese Singapore PTE. Ltd.
|
|
Singapore
|
Celanese Singapore VAM PTE. Ltd.
|
|
Singapore
|
Celanese Singapore Emulsions PTE. LTD.
|
|
Singapore
|
Celanese (Thailand) Limited
|
|
Thailand
|
Celanese U.S. Sales LLC
|
|
Delaware
|
Celanese US Holdings LLC
|
|
Delaware
|
Celstran GmbH
|
|
Germany
|
Celtran Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CNA Holdings LLC
|
|
Delaware
|
Crystal US Sub 3 Corp.
|
|
Delaware
|
Edmonton Methanol Company
|
|
Canada
|
Elwood Insurance Limited
|
|
Bermuda
|
FKAT LLC
|
|
Delaware
|
Grupo Celanese, S. de R.L. de C.V.
|
|
Mexico
|
HNA Acquisition ULC
|
|
Canada
|
Infraserv Verwaltungs GmbH
|
|
Germany
|
KEP Americas Engineering Plastics, LLC
|
|
Delaware
|
KEP Europe GmbH
|
|
Germany
|
Majoriva GmbH
|
|
Germany
|
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
|
|
|
|
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%
|
|
|
|
|
|
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 6, 2015
|
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Interim Chief Financial Officer
|
|
|
Date: February 6, 2015
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 6, 2015
|
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Interim Chief Financial Officer
|
|
|
Date: February 6, 2015
|
|
PAGE
|
Independent Auditor's Report
|
|
Statements of Operations for the years ended December 31, 2014, 2013 and 2012
|
|
Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012
|
|
Balance Sheets as of December 31, 2014 and 2013
|
|
Statements of Partners' Capital for the years ended December 31, 2014, 2013 and 2012
|
|
Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
Notes to Financial Statements
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ thousands)
|
|||||||
Equity in net earnings of Ibn Sina
|
234,842
|
|
|
214,704
|
|
|
267,172
|
|
Administrative expenses
|
(47
|
)
|
|
(45
|
)
|
|
(67
|
)
|
Withholding tax expense
|
(12,130
|
)
|
|
(10,320
|
)
|
|
(12,712
|
)
|
Net earnings
|
222,665
|
|
|
204,339
|
|
|
254,393
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ thousands)
|
|||||||
Net earnings
|
222,665
|
|
|
204,339
|
|
|
254,393
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Pension and postretirement benefits
|
(561
|
)
|
|
(300
|
)
|
|
(700
|
)
|
Total other comprehensive income (loss), net of tax
|
(561
|
)
|
|
(300
|
)
|
|
(700
|
)
|
Total comprehensive income, net of tax
|
222,104
|
|
|
204,039
|
|
|
253,693
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In $ thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
23,083
|
|
|
298
|
|
||
Total current assets
|
23,083
|
|
|
298
|
|
||
Investment in Ibn Sina
|
156,079
|
|
|
164,193
|
|
||
Total assets
|
$
|
179,162
|
|
|
$
|
164,491
|
|
|
|
|
|
||||
Liabilities and Partners' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accrued liabilities
|
$
|
45
|
|
|
$
|
45
|
|
Total current liabilities
|
45
|
|
|
45
|
|
||
Partners' capital
|
179,117
|
|
|
164,446
|
|
||
Total liabilities and partners' capital
|
179,162
|
|
|
164,491
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
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)
|
|||||||||||||||||||
Partners' Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of the beginning of the year
|
77,713
|
|
95,125
|
|
172,838
|
|
|
78,703
|
|
85,448
|
|
164,151
|
|
|
73,256
|
|
77,976
|
|
151,232
|
|
Net earnings
|
111,332
|
|
111,333
|
|
222,665
|
|
|
102,170
|
|
102,169
|
|
204,339
|
|
|
127,197
|
|
127,196
|
|
254,393
|
|
Net dividends
|
(126,756
|
)
|
(80,677
|
)
|
(207,433
|
)
|
|
(103,160
|
)
|
(92,492
|
)
|
(195,652
|
)
|
|
(121,750
|
)
|
(119,724
|
)
|
(241,474
|
)
|
Balance as of the end of the year
|
62,289
|
|
125,781
|
|
188,070
|
|
|
77,713
|
|
95,125
|
|
172,838
|
|
|
78,703
|
|
85,448
|
|
164,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of the beginning of the year
|
(4,196
|
)
|
(4,196
|
)
|
(8,392
|
)
|
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
|
(3,696
|
)
|
(3,696
|
)
|
(7,392
|
)
|
Pension and postretirement benefits
|
(280
|
)
|
(281
|
)
|
(561
|
)
|
|
(150
|
)
|
(150
|
)
|
(300
|
)
|
|
(350
|
)
|
(350
|
)
|
(700
|
)
|
Balance as of the end of the year
|
(4,476
|
)
|
(4,477
|
)
|
(8,953
|
)
|
|
(4,196
|
)
|
(4,196
|
)
|
(8,392
|
)
|
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
Total Partners' Capital
|
57,813
|
|
121,304
|
|
179,117
|
|
|
73,517
|
|
90,929
|
|
164,446
|
|
|
74,657
|
|
81,402
|
|
156,059
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In $ thousands)
|
|||||||
Operating activities
|
|
|
|
|
|
|||
Net earnings
|
222,665
|
|
|
204,339
|
|
|
254,393
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|||
Equity in net earnings of Ibn Sina
|
(234,842
|
)
|
|
(214,704
|
)
|
|
(267,172
|
)
|
Dividends received
|
242,395
|
|
|
206,259
|
|
|
254,251
|
|
Accrued liabilities
|
—
|
|
|
(15
|
)
|
|
5
|
|
Net cash provided by operating activities
|
230,218
|
|
|
195,879
|
|
|
241,477
|
|
Financing activities
|
|
|
|
|
|
|||
Dividends paid
|
(207,433
|
)
|
|
(195,652
|
)
|
|
(241,474
|
)
|
Net cash used in financing activities
|
(207,433
|
)
|
|
(195,652
|
)
|
|
(241,474
|
)
|
Net change in cash
|
22,785
|
|
|
227
|
|
|
3
|
|
Cash at beginning of year
|
298
|
|
|
71
|
|
|
68
|
|
Cash at end of year
|
23,083
|
|
|
298
|
|
|
71
|
|
INDEX
|
PAGE
|
Independent Auditor's Report
|
|
Balance Sheets as of December 31, 2014 and 2013
|
|
Statements of Income for the years ended December 31, 2014, 2013 and 2012
|
|
Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
Statements of Partners' Equity for the years ended December 31, 2014, 2013 and 2012
|
|
Notes to the Financial Statements
|
|
|
|
|
|
|
|||||||
|
|
|
2014
|
|
|
2013
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
3
|
|
114,225
|
|
|
102,152
|
|
Receivable from related parties
|
16
|
|
470,520
|
|
|
583,220
|
|
Inventories
|
4
|
|
77,808
|
|
|
216,340
|
|
Other receivables and prepayments
|
5
|
|
71,209
|
|
|
77,547
|
|
Total current assets
|
|
|
733,762
|
|
|
979,259
|
|
Noncurrent assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
1,480,243
|
|
|
971,101
|
|
Intangible assets
|
7
|
|
48,378
|
|
|
91,955
|
|
Other noncurrent assets
|
8
|
|
10,212
|
|
|
12,522
|
|
Total noncurrent assets
|
|
|
1,538,833
|
|
|
1,075,578
|
|
Total assets
|
|
|
2,272,595
|
|
|
2,054,837
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
10
|
|
163,541
|
|
|
62,154
|
|
Accrued and other current liabilities
|
11
|
|
522,816
|
|
|
564,965
|
|
Total current liabilities
|
|
|
686,357
|
|
|
627,119
|
|
Noncurrent liabilities
|
|
|
|
|
|
||
Long-term loans
|
12
|
|
156,210
|
|
|
—
|
|
Other noncurrent liabilities
|
13
|
|
127,691
|
|
|
118,575
|
|
Total noncurrent liabilities
|
|
|
283,901
|
|
|
118,575
|
|
Total liabilities
|
|
|
970,258
|
|
|
745,694
|
|
Partners' equity
|
|
|
|
|
|
||
Share capital
|
1
|
|
558,000
|
|
|
558,000
|
|
Statutory reserve
|
19
|
|
279,000
|
|
|
279,000
|
|
Retained earnings
|
|
|
465,337
|
|
|
472,143
|
|
Total partners' equity
|
|
|
1,302,337
|
|
|
1,309,143
|
|
Total liabilities and partners' equity
|
|
|
2,272,595
|
|
|
2,054,837
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Sales
|
16
|
|
4,752,320
|
|
|
4,424,335
|
|
|
5,044,298
|
|
Cost of sales
|
16
|
|
(2,514,814
|
)
|
|
(2,344,509
|
)
|
|
(2,524,445
|
)
|
Gross profit
|
|
|
2,237,506
|
|
|
2,079,826
|
|
|
2,519,853
|
|
General and administrative expenses
|
15, 16
|
|
(25,087
|
)
|
|
(26,469
|
)
|
|
(25,439
|
)
|
Distribution expenses
|
|
|
(9
|
)
|
|
(371
|
)
|
|
(478
|
)
|
Operating income
|
|
|
2,212,410
|
|
|
2,052,986
|
|
|
2,493,936
|
|
Financial charges
|
|
|
(22
|
)
|
|
(21
|
)
|
|
—
|
|
Other income, net
|
|
|
2,831
|
|
|
8,192
|
|
|
11,752
|
|
Net income
|
|
|
2,215,219
|
|
|
2,061,157
|
|
|
2,505,688
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Operating Activities
|
|
|
|
|
|
|||
Net income
|
2,215,219
|
|
|
2,061,157
|
|
|
2,505,688
|
|
Adjustments for:
|
|
|
|
|
|
|||
Provision for obsolete inventories
|
6,926
|
|
|
337
|
|
|
—
|
|
Depreciation
|
75,079
|
|
|
107,917
|
|
|
111,258
|
|
Loss on write-off of property, plant and equipment
|
54
|
|
|
91
|
|
|
5
|
|
Amortization of intangible assets
|
47,905
|
|
|
52,532
|
|
|
50,508
|
|
Amortization of transaction costs
|
861
|
|
|
—
|
|
|
—
|
|
End-of-service indemnities
|
16,913
|
|
|
15,234
|
|
|
14,806
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Receivable from related parties
|
112,700
|
|
|
(29,080
|
)
|
|
(51,543
|
)
|
Inventories
|
131,606
|
|
|
23,347
|
|
|
(38,296
|
)
|
Other receivables and prepayments
|
6,338
|
|
|
(11,680
|
)
|
|
(9,023
|
)
|
Accounts payable
|
101,387
|
|
|
(8,763
|
)
|
|
30,953
|
|
Accrued and other current liabilities
|
(88,954
|
)
|
|
67,486
|
|
|
16,799
|
|
Other liabilities
|
(223
|
)
|
|
(334
|
)
|
|
(3,581
|
)
|
End-of-service indemnities paid
|
(7,574
|
)
|
|
(18,005
|
)
|
|
(16,119
|
)
|
Zakat and income tax paid
|
(205,465
|
)
|
|
(313,300
|
)
|
|
(311,623
|
)
|
Net cash generated from operating activities
|
2,412,772
|
|
|
1,946,939
|
|
|
2,299,832
|
|
Investing Activities
|
|
|
|
|
|
|||
Additions to property, plant and equipment, net
|
(584,275
|
)
|
|
(363,777
|
)
|
|
(96,113
|
)
|
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
205
|
|
|
—
|
|
Additions to intangible assets
|
(4,328
|
)
|
|
(109,952
|
)
|
|
(21,937
|
)
|
Other noncurrent assets
|
2,310
|
|
|
4,881
|
|
|
3,520
|
|
Net cash used in investing activities
|
(586,293
|
)
|
|
(468,643
|
)
|
|
(114,530
|
)
|
Financing Activities
|
|
|
|
|
|
|||
Long-term loan net of transaction cost
|
155,349
|
|
|
—
|
|
|
—
|
|
Dividends paid net of zakat and income tax
|
(1,969,755
|
)
|
|
(1,795,487
|
)
|
|
(2,161,299
|
)
|
Net cash used in financing activities
|
(1,814,406
|
)
|
|
(1,795,487
|
)
|
|
(2,161,299
|
)
|
Net increase/(decrease) in cash and cash equivalents
|
12,073
|
|
|
(317,191
|
)
|
|
24,003
|
|
Cash and cash equivalents, January 1
|
102,152
|
|
|
419,343
|
|
|
395,340
|
|
Cash and cash equivalents, December 31
|
114,225
|
|
|
102,152
|
|
|
419,343
|
|
|
|
|
|
|
|
|
|
Saudi
Basic
Industries
Corporation
|
|
|
CTE
Petrochemicals
Company
|
|
|
Total
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Share capital
|
|
|
|
|
|
|
|
|||
December 31, 2014, 2013 and 2012
|
1
|
|
279,000
|
|
|
279,000
|
|
|
558,000
|
|
Statutory reserve
|
|
|
|
|
|
|
|
|||
December 31, 2014, 2013 and 2012
|
19
|
|
139,500
|
|
|
139,500
|
|
|
279,000
|
|
Retained earnings
|
|
|
|
|
|
|
|
|||
January 1, 2012
|
|
|
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
|
14
|
|
(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
|
14
|
|
(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
|
|
Net income for the year
|
|
|
1,107,610
|
|
|
1,107,609
|
|
|
2,215,219
|
|
Zakat and income tax for the year
|
14
|
|
(29,087
|
)
|
|
(223,183
|
)
|
|
(252,270
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
158,509
|
|
|
158,509
|
|
Dividends related to the year 2013, net
|
|
|
(231,401
|
)
|
|
(239,661
|
)
|
|
(471,062
|
)
|
Dividends related to the current year
|
|
|
(828,601
|
)
|
|
(828,601
|
)
|
|
(1,657,202
|
)
|
December 31, 2014
|
|
|
251,111
|
|
|
214,226
|
|
|
465,337
|
|
Total partners' equity
|
|
|
|
|
|
|
|
|||
December 31, 2014
|
|
|
669,611
|
|
|
632,726
|
|
|
1,302,337
|
|
December 31, 2013
|
|
|
651,090
|
|
|
658,053
|
|
|
1,309,143
|
|
December 31, 2012
|
|
|
668,139
|
|
|
615,262
|
|
|
1,283,401
|
|
|
Years
|
|
Buildings
|
33
|
|
Plant and equipment
|
5-20
|
|
Catalyst
|
1-6
|
|
Furniture, fixtures and vehicles
|
4-10
|
|
•
|
Employee Home Ownership ("HOP") Costs
|
•
|
Planned Turnaround Costs
|
•
|
Software Development costs
|
•
|
Shared Services Organization ("SSO") Costs
|
|
2014
|
|
|
2013
|
|
|
SR
000
|
|
|
SR 000
|
|
Cash and bank balances
|
27,225
|
|
|
102,152
|
|
Time deposits
|
87,000
|
|
|
—
|
|
|
114,225
|
|
|
102,152
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
Finished goods
|
42,471
|
|
|
128,820
|
|
Raw materials
|
1,305
|
|
|
26,433
|
|
Spare parts and supplies
|
32,487
|
|
|
56,137
|
|
Goods in transit
|
1,545
|
|
|
4,950
|
|
|
77,808
|
|
|
216,340
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
Advances to related parties (note 16)
|
23,566
|
|
|
50,427
|
|
Prepayments
|
17,581
|
|
|
15,781
|
|
Others
|
30,062
|
|
|
11,339
|
|
|
71,209
|
|
|
77,547
|
|
|
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, 2014
|
311,681
|
|
|
2,329,917
|
|
|
230,758
|
|
|
90,455
|
|
|
491,004
|
|
|
3,453,815
|
|
Additions
|
6
|
|
|
21,973
|
|
|
2,413
|
|
|
410
|
|
|
559,564
|
|
|
584,366
|
|
Transfers
|
4,642
|
|
|
52,774
|
|
|
1,886
|
|
|
40
|
|
|
(59,342
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(8
|
)
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
December 31, 2014
|
316,329
|
|
|
2,404,656
|
|
|
234,845
|
|
|
90,905
|
|
|
991,226
|
|
|
4,037,961
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2014
|
243,235
|
|
|
2,003,959
|
|
|
154,084
|
|
|
81,436
|
|
|
—
|
|
|
2,482,714
|
|
Charge for year
|
8,944
|
|
|
56,910
|
|
|
7,384
|
|
|
1,841
|
|
|
—
|
|
|
75,079
|
|
Disposals/adjustments
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
December 31, 2014
|
252,179
|
|
|
2,060,869
|
|
|
161,393
|
|
|
83,277
|
|
|
—
|
|
|
2,557,718
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
64,150
|
|
|
343,787
|
|
|
73,452
|
|
|
7,628
|
|
|
991,226
|
|
|
1,480,243
|
|
|
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
|
—
|
|
|
(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
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
(cumulative)
|
|
|
(cumulative)
|
|
Total cost incurred for the shared power project
|
410,244
|
|
|
154,868
|
|
Less: provisional share of the parties
|
(313,289
|
)
|
|
(123,906
|
)
|
Total cost attributable to the Company
|
96,955
|
|
|
30,962
|
|
|
|
|
|
||
Share attributable to the POM project under construction
|
67,130
|
|
|
26,044
|
|
|
|
|
|
||
Share attributable to existing Methanol and MTBE plants
|
29,825
|
|
|
4,918
|
|
|
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, 2014
|
5,877
|
|
|
392,563
|
|
|
18,963
|
|
|
9,045
|
|
|
426,448
|
|
Additions
|
—
|
|
|
4,328
|
|
|
—
|
|
|
—
|
|
|
4,328
|
|
December 31, 2014
|
5,877
|
|
|
396,891
|
|
|
18,963
|
|
|
9,045
|
|
|
430,776
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|||||
January 1, 2014
|
5,877
|
|
|
308,947
|
|
|
18,768
|
|
|
901
|
|
|
334,493
|
|
Charge for the year
|
—
|
|
|
45,871
|
|
|
184
|
|
|
1,850
|
|
|
47,905
|
|
December 31, 2014
|
5,877
|
|
|
354,818
|
|
|
18,952
|
|
|
2,751
|
|
|
382,398
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2014
|
—
|
|
|
42,073
|
|
|
11
|
|
|
6,294
|
|
|
48,378
|
|
|
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
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee home ownership receivables
|
9,011
|
|
|
10,932
|
|
Others
|
1,201
|
|
|
1,590
|
|
|
10,212
|
|
|
12,522
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
Trade accounts payable
|
133,796
|
|
|
34,195
|
|
Due to related parties (Note 16)
|
29,745
|
|
|
27,959
|
|
|
163,541
|
|
|
62,154
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
Suppliers' accruals (Note 16)
|
404,184
|
|
|
456,485
|
|
Technology and innovation costs (Notes 15 and 16)
|
1,566
|
|
|
2,399
|
|
Zakat and income tax (Note 14)
|
91,308
|
|
|
44,503
|
|
Withholding tax
|
10,563
|
|
|
12,941
|
|
Others
|
15,195
|
|
|
48,637
|
|
|
522,816
|
|
|
564,965
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
End-of-service indemnities
|
113,015
|
|
|
103,676
|
|
Employees' saving plan (Note 18)
|
10,248
|
|
|
9,844
|
|
Other deferred credits
|
4,428
|
|
|
5,055
|
|
|
127,691
|
|
|
118,575
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
January 1
|
103,676
|
|
|
106,447
|
|
Additional provision for the year
|
16,913
|
|
|
15,234
|
|
Utilization of provision
|
(7,574
|
)
|
|
(18,005
|
)
|
December 31
|
113,015
|
|
|
103,676
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Noncurrent assets
|
1,538,833
|
|
|
1,075,578
|
|
|
767,475
|
|
Spare parts and supplies
|
32,487
|
|
|
56,137
|
|
|
53,440
|
|
Noncurrent liabilities
|
283,901
|
|
|
118,575
|
|
|
121,680
|
|
Opening partners' equity
|
1,309,143
|
|
|
1,283,401
|
|
|
1,226,623
|
|
Dividends paid
|
1,969,755
|
|
|
1,795,487
|
|
|
2,161,299
|
|
Net income
|
2,215,219
|
|
|
2,061,157
|
|
|
2,505,688
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat
|
|
|
|
|
|
|||
January 1
|
26,278
|
|
|
33,043
|
|
|
28,601
|
|
Provision for the year
|
27,757
|
|
|
26,278
|
|
|
33,043
|
|
Under/(over) provision for the prior year
|
1,330
|
|
|
(134
|
)
|
|
(13
|
)
|
Payments during the year
|
(27,608
|
)
|
|
(32,909
|
)
|
|
(28,588
|
)
|
December 31
|
27,757
|
|
|
26,278
|
|
|
33,043
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Income Tax
|
|
|
|
|
|
|||
January 1
|
18,225
|
|
|
84,832
|
|
|
113,286
|
|
Provision for the year
|
222,060
|
|
|
210,222
|
|
|
254,604
|
|
Under/(over) provision for the prior year
|
1,123
|
|
|
3,562
|
|
|
(23
|
)
|
Payments during the year
|
(177,857
|
)
|
|
(280,391
|
)
|
|
(283,035
|
)
|
December 31
|
63,551
|
|
|
18,225
|
|
|
84,832
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat for the current year
|
27,757
|
|
|
26,278
|
|
|
33,043
|
|
Under/(over) provision of zakat for the prior year
|
1,330
|
|
|
(134
|
)
|
|
(13
|
)
|
Income tax for the current year
|
222,060
|
|
|
210,222
|
|
|
254,604
|
|
Under/(over) provision for income tax for the prior year
|
1,123
|
|
|
3,562
|
|
|
(23
|
)
|
Charged to retained earnings
|
252,270
|
|
|
239,928
|
|
|
287,611
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee benefits
|
11,189
|
|
|
11,875
|
|
|
11,106
|
|
Technology and innovation (Note 16)
|
10,163
|
|
|
10,043
|
|
|
9,995
|
|
Depreciation
|
404
|
|
|
369
|
|
|
221
|
|
Other
|
3,331
|
|
|
4,182
|
|
|
4,117
|
|
|
25,087
|
|
|
26,469
|
|
|
25,439
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
SABIC - for technology and innovation services
|
10,163
|
|
|
10,043
|
|
|
9,995
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Charges under operating leases recognized as an expense during the year
|
5,901
|
|
|
10,854
|
|
|
15,748
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Commitments for acquisition of property, plant and equipment
|
998,048
|
|
|
1,673,499
|
|
|
234,880
|
|
(a)
|
Reconciliation of Net Income
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Net Income Under Saudi GAAP
|
2,215,219
|
|
|
2,061,157
|
|
|
2,505,688
|
|
Adjustments:
|
|
|
|
|
|
|||
(i) Zakat and income tax
|
(252,270
|
)
|
|
(239,928
|
)
|
|
(287,611
|
)
|
(ii) Deferred tax
|
12,310
|
|
|
(835
|
)
|
|
11,015
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(15,396
|
)
|
|
(14,533
|
)
|
|
(14,331
|
)
|
(iv) Other
|
(15,206
|
)
|
|
(6,067
|
)
|
|
(435
|
)
|
Net Income Under US GAAP
|
1,944,657
|
|
|
1,799,794
|
|
|
2,214,326
|
|
(b)
|
Reconciliation of Partners' Equity
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Partners' Equity Under Saudi GAAP
|
1,302,337
|
|
|
1,309,143
|
|
|
1,283,401
|
|
(ii) Deferred tax
|
34,553
|
|
|
22,243
|
|
|
23,078
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(136,183
|
)
|
|
(116,052
|
)
|
|
(98,988
|
)
|
(iv) Other
|
(30,481
|
)
|
|
(15,275
|
)
|
|
(9,208
|
)
|
Partners' Equity Under US GAAP
|
1,170,226
|
|
|
1,200,059
|
|
|
1,198,283
|
|
(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
|