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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, 2015
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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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||
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PART II
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PART III
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PART IV
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Advanced
Engineered Materials
|
|
Consumer Specialties
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Industrial Specialties
|
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Acetyl Intermediates
|
||||
|
(In $ millions)
|
||||||||||
2015 Net Sales
(1)
|
1,326
|
|
|
969
|
|
|
1,082
|
|
|
2,297
|
|
|
|
|
|
|
|
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||||
Key Products
|
• Polyoxymethylene ("POM")
• Ultra-high molecular weight polyethylene ("UHMW-PE")
• Polybutylene terephthalate
("PBT")
(2)
• Long-fiber reinforced thermoplastics ("LFRT")
• Liquid crystal polymers ("LCP")
|
|
• Acetate tow
• Acetate flake
• Acetate film
• Acesulfame potassium ("Ace-K")
• 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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|
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||||
Major End-Use
Applications
|
• Fuel system components
• Automotive safety systems
• Medical
• Industrial
• Battery separators
• Consumer electronics
• Appliances
• Filtration equipment
• Telecommunications
• Low-friction and low-wear grade acetal copolymer
|
|
• Filtration
• Films
• Flexible packaging
• Beverages
• Confections
• Baked goods
|
|
•
Paints
•
Coatings
•
Adhesives
•
Textiles
•
Paper finishing
•
Flexible packaging
•
Lamination products
•
Medical
• Automotive parts
|
|
• Paints
• Coatings
• Adhesives
• Lubricants
• Pharmaceuticals
• Films
• Textiles
• Inks
• Plasticizers
• Solvents
|
(1)
|
Net sales for Acetyl Intermediates exclude intersegment sales of
$447 million
for the year ended
December 31, 2015
.
|
(2)
|
PBT is compounded by Celanese.
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
(In $ millions, except percentages)
|
|
|
||||||||||||
North America
|
496
|
|
|
37
|
%
|
|
509
|
|
|
35
|
%
|
|
487
|
|
|
36
|
%
|
Europe and Africa
|
526
|
|
|
40
|
%
|
|
617
|
|
|
42
|
%
|
|
575
|
|
|
42
|
%
|
Asia-Pacific
|
266
|
|
|
20
|
%
|
|
284
|
|
|
20
|
%
|
|
238
|
|
|
18
|
%
|
South America
|
38
|
|
|
3
|
%
|
|
49
|
|
|
3
|
%
|
|
52
|
|
|
4
|
%
|
Total
|
1,326
|
|
|
100
|
%
|
|
1,459
|
|
|
100
|
%
|
|
1,352
|
|
|
100
|
%
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
183
|
|
|
19
|
%
|
|
195
|
|
|
17
|
%
|
|
204
|
|
|
17
|
%
|
Europe and Africa
|
476
|
|
|
49
|
%
|
|
549
|
|
|
48
|
%
|
|
592
|
|
|
49
|
%
|
Asia-Pacific
|
255
|
|
|
26
|
%
|
|
352
|
|
|
30
|
%
|
|
351
|
|
|
29
|
%
|
South America
|
55
|
|
|
6
|
%
|
|
62
|
|
|
5
|
%
|
|
63
|
|
|
5
|
%
|
Total
(1)
|
969
|
|
|
100
|
%
|
|
1,158
|
|
|
100
|
%
|
|
1,210
|
|
|
100
|
%
|
(1)
|
Excludes intersegment sales of
$0 million
,
$2 million
and
$4 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
•
|
Customers
|
•
|
Competition
|
•
|
Key Products
|
•
|
Geographic Regions
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
401
|
|
|
37
|
%
|
|
461
|
|
|
38
|
%
|
|
441
|
|
|
38
|
%
|
Europe and Africa
|
485
|
|
|
45
|
%
|
|
562
|
|
|
46
|
%
|
|
520
|
|
|
45
|
%
|
Asia-Pacific
|
180
|
|
|
17
|
%
|
|
181
|
|
|
15
|
%
|
|
179
|
|
|
16
|
%
|
South America
|
16
|
|
|
1
|
%
|
|
20
|
|
|
1
|
%
|
|
15
|
|
|
1
|
%
|
Total
|
1,082
|
|
|
100
|
%
|
|
1,224
|
|
|
100
|
%
|
|
1,155
|
|
|
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 and paraformaldehyde, 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,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
North America
|
588
|
|
|
26
|
%
|
|
743
|
|
|
25
|
%
|
|
708
|
|
|
25
|
%
|
Europe and Africa
|
711
|
|
|
31
|
%
|
|
905
|
|
|
31
|
%
|
|
894
|
|
|
32
|
%
|
Asia-Pacific
|
932
|
|
|
40
|
%
|
|
1,210
|
|
|
41
|
%
|
|
1,091
|
|
|
39
|
%
|
South America
|
66
|
|
|
3
|
%
|
|
103
|
|
|
3
|
%
|
|
100
|
|
|
4
|
%
|
Total
(1)
|
2,297
|
|
|
100
|
%
|
|
2,961
|
|
|
100
|
%
|
|
2,793
|
|
|
100
|
%
|
(1)
|
Excludes intersegment sales of
$447 million
,
$532 million
and
$448 million
for the years ended
December 31, 2015
,
2014
and
2013
, 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, 2015
|
|
(In percentages)
|
InfraServ GmbH & Co. Gendorf KG
|
39
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
Employees as of
December 31, 2015 |
|
North America
|
|
|
US
|
2,660
|
|
Canada
|
246
|
|
Mexico
|
703
|
|
Total
|
3,609
|
|
Europe
|
|
|
Germany
|
1,455
|
|
Other Europe
|
973
|
|
Total
|
2,428
|
|
Asia
|
979
|
|
Rest of World
|
65
|
|
Total
|
7,081
|
|
•
|
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
|
|
|
|
|
Amsterdam, Netherlands
|
|
Leased
|
|
Administrative 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
(5)
|
|
POM, Compounding
|
Fuji City, Japan
|
|
Owned by Polyplastics Co., Ltd.
(5)
|
|
POM, Polybutylene terephthalate, Liquid crystal polymers ("LCP"), Compounding
|
Jubail, Saudi Arabia
|
|
Owned by National Methanol Company
(5)
|
|
Methyl tertiary-butyl ether, Methanol
|
Kaiserslautern, Germany
(1)
|
|
Leased
|
|
Long-fiber reinforced thermoplastics ("LFRT")
|
Kuantan, Malaysia
|
|
Owned by Polyplastics Co., Ltd.
(5)
|
|
POM, Compounding
|
Nanjing, China
(2)
|
|
Owned
|
|
LFRT, UHMW-PE, 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.
(5)
|
|
POM
|
Wilmington, North Carolina, US
|
|
Owned by Fortron Industries LLC
(5)
|
|
Polyphenylene sulfide
|
Winona, Minnesota, US
|
|
Owned
|
|
LFRT
|
Consumer Specialties
|
|
|
|
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
Sorbates, Sunett
®
sweetener, Qorus
®
sweetener system
|
Kunming, China
|
|
Leased by Kunming Cellulose Fibers Co. Ltd.
(6)
|
|
Acetate tow
|
Lanaken, Belgium
|
|
Owned
|
|
Acetate tow
|
Nantong, China
|
|
Owned by Nantong Cellulose Fibers Co. Ltd.
(7)
|
|
Acetate tow, Acetate flake
|
Narrows, Virginia, US
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Ocotlán, Mexico
|
|
Owned
|
|
Acetate tow, Acetate flake
|
Spondon, Derby, United Kingdom
|
|
Owned
|
|
Acetate film
|
Zhuhai, China
|
|
Leased by Zhuhai Cellulose Fibers Co. Ltd.
(8)
|
|
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
(5)
|
|
Conventional emulsions, VAE emulsions
|
Geleen, Netherlands
|
|
Owned
|
|
VAE emulsions
|
Meredosia, Illinois, US
|
|
Owned
|
|
Site is no longer operating
|
Nanjing, China
(2)
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Perstorp, Sweden
|
|
Owned
|
|
Conventional emulsions, VAE emulsions
|
Tarragona, Spain
|
|
Owned
|
|
Site is no longer operating
|
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
(4)
|
|
Owned
|
|
Acetic acid, VAM, Methanol
|
Frankfurt am Main, Germany
(3)
|
|
Owned by InfraServ GmbH & Co. Hoechst KG
(5)
|
|
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
|
(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)
|
Methanol is produced by our joint venture, Fairway Methanol LLC, in which Celanese owns a 50% interest.
|
(5)
|
A Celanese equity method investment.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
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.
|
Name
|
|
Age
|
|
Position
|
|
Mark C. Rohr
|
|
64
|
|
|
Chairman of the Board of Directors and Chief Executive Officer, President
|
Scott M. Sutton
|
|
51
|
|
|
Executive Vice President and President, Materials Solutions
|
Patrick D. Quarles
|
|
48
|
|
|
Executive Vice President and President, Acetyl Chain and Integrated Supply Chain
|
Christopher W. Jensen
|
|
49
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
Lori A. Johnston
|
|
51
|
|
|
Senior Vice President, Human Resources
|
Gjon N. Nivica, Jr.
|
|
51
|
|
|
Senior Vice President and General Counsel
|
|
Price Range
|
|
Dividends
Declared
|
|||||
|
High
|
|
Low
|
|
||||
|
(In $ per share)
|
|||||||
2015
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2015
|
60.61
|
|
|
52.56
|
|
|
0.250
|
|
Quarter ended June 30, 2015
|
73.13
|
|
|
54.99
|
|
|
0.300
|
|
Quarter ended September 30, 2015
|
74.19
|
|
|
54.35
|
|
|
0.300
|
|
Quarter ended December 31, 2015
|
72.95
|
|
|
58.56
|
|
|
0.300
|
|
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
|
|
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, 2015
|
|
11,573
|
|
|
$
|
62.50
|
|
|
—
|
|
|
$
|
1,031,000,000
|
|
November 1 - 30, 2015
|
|
290
|
|
|
$
|
70.79
|
|
|
—
|
|
|
$
|
1,031,000,000
|
|
December 1 - 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,031,000,000
|
|
Total
|
|
11,863
|
|
|
|
|
—
|
|
|
|
(1)
|
Represents 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
$2.4 billion
of our Common Stock since February 2008.
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
|
(In $ millions, except per share data)
|
|||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
5,674
|
|
|
6,802
|
|
|
6,510
|
|
|
6,418
|
|
|
6,763
|
|
Other (charges) gains, net
|
(351
|
)
|
|
15
|
|
|
(158
|
)
|
|
(14
|
)
|
|
(48
|
)
|
Operating profit (loss)
|
326
|
|
|
758
|
|
|
1,508
|
|
|
175
|
|
|
402
|
|
Earnings (loss) from continuing operations before tax
|
488
|
|
|
941
|
|
|
1,609
|
|
|
321
|
|
|
467
|
|
Earnings (loss) from continuing operations
|
287
|
|
|
627
|
|
|
1,101
|
|
|
376
|
|
|
426
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
Net earnings (loss) attributable to Celanese Corporation
|
304
|
|
|
624
|
|
|
1,101
|
|
|
372
|
|
|
427
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations — basic
|
2.03
|
|
|
4.07
|
|
|
6.93
|
|
|
2.37
|
|
|
2.72
|
|
Continuing operations — diluted
|
2.01
|
|
|
4.04
|
|
|
6.91
|
|
|
2.35
|
|
|
2.68
|
|
Balance Sheet Data (as of the end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
8,586
|
|
|
8,796
|
|
|
8,994
|
|
|
8,973
|
|
|
8,494
|
|
Total debt
|
2,981
|
|
|
2,723
|
|
|
3,040
|
|
|
3,071
|
|
|
2,993
|
|
Total Celanese Corporation stockholders' equity
|
2,378
|
|
|
2,818
|
|
|
2,699
|
|
|
1,730
|
|
|
1,341
|
|
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
357
|
|
|
292
|
|
|
305
|
|
|
308
|
|
|
298
|
|
Capital expenditures
(1)
|
483
|
|
|
681
|
|
|
408
|
|
|
339
|
|
|
364
|
|
Dividends paid per common share
(2)
|
1.15
|
|
|
0.93
|
|
|
0.53
|
|
|
0.27
|
|
|
0.22
|
|
(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 4 - Acquisitions, Dispositions and Plant Closures
and
Note 25 - Supplemental Cash Flow Information
in the accompanying consolidated financial statements for further information.
|
(2)
|
Annual dividends for the year ended
December 31, 2015
consist of one quarterly dividend payment of
$0.25
per share and three quarterly dividend payments of
$0.30
per share. 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. 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 or delays in construction or operation of facilities, including as a result of geopolitical conditions, the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters;
|
•
|
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.
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||
|
(In $ millions, except percentages)
|
||||||||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
5,674
|
|
|
6,802
|
|
|
(1,128
|
)
|
|
6,802
|
|
|
6,510
|
|
|
292
|
|
Gross profit
|
1,318
|
|
|
1,616
|
|
|
(298
|
)
|
|
1,616
|
|
|
1,365
|
|
|
251
|
|
Selling, general and administrative ("SG&A") expenses
|
(506
|
)
|
|
(758
|
)
|
|
252
|
|
|
(758
|
)
|
|
(311
|
)
|
|
(447
|
)
|
Other (charges) gains, net
|
(351
|
)
|
|
15
|
|
|
(366
|
)
|
|
15
|
|
|
(158
|
)
|
|
173
|
|
Operating profit (loss)
|
326
|
|
|
758
|
|
|
(432
|
)
|
|
758
|
|
|
1,508
|
|
|
(750
|
)
|
Equity in net earnings of affiliates
|
181
|
|
|
246
|
|
|
(65
|
)
|
|
246
|
|
|
180
|
|
|
66
|
|
Interest expense
|
(119
|
)
|
|
(147
|
)
|
|
28
|
|
|
(147
|
)
|
|
(172
|
)
|
|
25
|
|
Refinancing expense
|
—
|
|
|
(29
|
)
|
|
29
|
|
|
(29
|
)
|
|
(1
|
)
|
|
(28
|
)
|
Dividend income - cost investments
|
107
|
|
|
116
|
|
|
(9
|
)
|
|
116
|
|
|
93
|
|
|
23
|
|
Earnings (loss) from continuing operations before tax
|
488
|
|
|
941
|
|
|
(453
|
)
|
|
941
|
|
|
1,609
|
|
|
(668
|
)
|
Earnings (loss) from continuing operations
|
287
|
|
|
627
|
|
|
(340
|
)
|
|
627
|
|
|
1,101
|
|
|
(474
|
)
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
(7
|
)
|
|
5
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
Net earnings (loss)
|
285
|
|
|
620
|
|
|
(335
|
)
|
|
620
|
|
|
1,101
|
|
|
(481
|
)
|
Net earnings (loss) attributable to Celanese Corporation
|
304
|
|
|
624
|
|
|
(320
|
)
|
|
624
|
|
|
1,101
|
|
|
(477
|
)
|
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Depreciation and amortization
|
357
|
|
|
292
|
|
|
65
|
|
|
292
|
|
|
305
|
|
|
(13
|
)
|
SG&A expenses as a percentage of Net sales
|
8.9
|
%
|
|
11.1
|
%
|
|
|
|
11.1
|
%
|
|
4.8
|
%
|
|
|
||
Operating margin
(1)
|
5.7
|
%
|
|
11.1
|
%
|
|
|
|
11.1
|
%
|
|
23.2
|
%
|
|
|
||
Other (charges) gains, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee termination benefits
|
(53
|
)
|
|
(7
|
)
|
|
(46
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|
16
|
|
Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
13
|
|
Asset impairments
|
(126
|
)
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
(81
|
)
|
|
81
|
|
Other plant/office closures
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
(33
|
)
|
|
35
|
|
Singapore contract termination
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial disputes
|
2
|
|
|
11
|
|
|
(9
|
)
|
|
11
|
|
|
(8
|
)
|
|
19
|
|
Other
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
9
|
|
|
—
|
|
|
9
|
|
Total Other (charges) gains, net
|
(351
|
)
|
|
15
|
|
|
(366
|
)
|
|
15
|
|
|
(158
|
)
|
|
173
|
|
(1)
|
Defined as Operating profit (loss) divided by Net sales.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Balance Sheet Data
|
|
|
|
||
Cash and cash equivalents
|
967
|
|
|
780
|
|
|
|
|
|
||
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
513
|
|
|
137
|
|
Long-term debt, net of unamortized deferred financing costs
|
2,468
|
|
|
2,586
|
|
Total debt
|
2,981
|
|
|
2,723
|
|
|
Volume
|
|
Price
|
|
Currency
|
|
Other
|
|
Total
|
||||
|
(In percentages)
|
||||||||||||
Advanced Engineered Materials
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
—
|
|
(9
|
)
|
Consumer Specialties
|
(13
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
(17
|
)
|
Industrial Specialties
|
—
|
|
|
(4
|
)
|
|
(8
|
)
|
|
—
|
|
(12
|
)
|
Acetyl Intermediates
|
(3
|
)
|
|
(13
|
)
|
|
(6
|
)
|
|
—
|
|
(22
|
)
|
Total Company
|
(4
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
1
|
|
(17
|
)
|
|
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
|
|
|
Advanced Engineered Materials
|
|
Consumer Specialties
|
|
Industrial Specialties
|
|
Acetyl Intermediates
|
|
Other Activities
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Interest cost and expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
Amortization of prior service credit
(1)
|
29
|
|
|
16
|
|
|
8
|
|
|
16
|
|
|
14
|
|
|
83
|
|
Special termination benefit
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Recognized actuarial (gain) loss
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
Curtailment / settlement (gain) loss
(3)
|
26
|
|
|
16
|
|
|
3
|
|
|
16
|
|
|
14
|
|
|
75
|
|
Total
|
54
|
|
|
32
|
|
|
13
|
|
|
32
|
|
|
(218
|
)
|
|
(87
|
)
|
(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 in 2014.
|
(2)
|
Primarily relates to lower than assumed asset returns partially offset by an increase in the weighted average discount rate used to determine benefit obligations from
3.7%
to
4.0%
and a gain of
$62 million
reflecting the incorporation of the RP-2015 mortality tables into the actuarial assumptions for the US pension plans as of December 31, 2015.
|
(3)
|
Primarily relates to actions taken in 2014 to offer a limited-time, voluntary buyout to certain participants of our 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
|
31
|
|
|
26
|
|
|
7
|
|
|
16
|
|
|
(20
|
)
|
|
60
|
|
SG&A expenses
|
16
|
|
|
4
|
|
|
3
|
|
|
8
|
|
|
(195
|
)
|
|
(164
|
)
|
Research and development expenses
|
7
|
|
|
2
|
|
|
2
|
|
|
8
|
|
|
(3
|
)
|
|
16
|
|
Other charges (gains), net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total
|
54
|
|
|
32
|
|
|
13
|
|
|
32
|
|
|
(218
|
)
|
|
(87
|
)
|
|
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)
|
Primarily 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 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 our 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
|
)
|
Other charges (gains), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
(38
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|
(23
|
)
|
|
454
|
|
|
350
|
|
•
|
unfavorable currency impacts across all our business segments resulting from a strong US dollar relative to the Euro;
|
•
|
lower pricing and volume in our Acetyl Intermediates segment for vinyl acetate monomer ("VAM") and acetic acid; and
|
•
|
lower acetate tow volume and pricing in our Consumer Specialties segment driven by customer destocking and reduced industry utilization, respectively.
|
•
|
a decrease in pension and other postretirement plan net periodic benefit cost of
$164 million
;
|
•
|
cost savings of $50 million related to productivity initiatives across all of our business segments; and
|
•
|
lower functional spending and incentive compensation costs of $41 million.
|
•
|
a decrease in Net sales; and
|
•
|
an unfavorable impact from Other (charges) gains, net. In December 2015, we terminated our existing agreement with a raw materials supplier in Singapore. In connection with the contract termination, we recorded
$174 million
to Other (charges) gains, net. We also recorded long-lived impairment losses of
$123 million
to fully write-off certain ethanol related assets at our acetyl facility in Nanjing, China during the three months ended
December 31, 2015
. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information;
|
•
|
a decrease in SG&A and lower raw material costs across all of our business segments.
|
•
|
a
$48 million
gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014, which did not recur in the current year. Our equity investment in InfraServ GmbH & Co. Hoechst KG is primarily owned by an entity included in our Other Activities segment, while our Consumer Specialties and Acetyl Intermediates segments also each hold an ownership percentage; and
|
•
|
a decrease in equity investment earnings of
$27 million
from our Ibn Sina strategic affiliate as a result of lower pricing for methyl tertiary-butyl ether ("MTBE") and methanol.
|
•
|
higher VAM pricing in our Acetyl Intermediates segment;
|
•
|
higher acetic acid pricing in our Acetyl Intermediates segment; and
|
•
|
higher volume globally in our Advanced Engineered Materials segment fueled by growth in automotive, medical and industrial applications.
|
•
|
an increase in pension and other postretirement plan net periodic benefit cost of $379 million;
|
•
|
higher functional and project spending of $43 million; and
|
•
|
higher incentive compensation costs of $25 million.
|
•
|
$138 million of lower charges in our Acetyl Intermediates segment as a result of the closure of our acetic anhydride facility in Roussillon, France and our VAM facility in Tarragona, Spain, as well as long-lived impairment losses related to our Singapore acetic acid production unit during the three months ended December 30, 2013. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information.
|
•
|
higher Selling, general and administrative expenses; and
|
•
|
the recognition of a gain of $742 million during the three months ended December 31, 2013, which represented the deferred proceeds in excess of divested assets as a result of the 2006 settlement agreement with the Frankfurt, Germany Airport ("Fraport") to move our German POM operations. The proceeds were included in our Advanced Engineered Materials segment. See
Note 4 - Acquisitions, Dispositions and Plant Closures
in the accompanying consolidated financial statements for further information;
|
•
|
an increase in Net sales, as well as the impact of permanent capacity reductions in Europe in December 2013.
|
•
|
a $48 million gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014; and
|
•
|
an increase in equity investment earnings of $13 million from our Polyplastics Co., Ltd. ("Polyplastics") strategic affiliate.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
1,326
|
|
|
1,459
|
|
|
(133
|
)
|
|
(9.1
|
)%
|
|
1,459
|
|
|
1,352
|
|
|
107
|
|
|
7.9
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Volume
|
(1)
|
%
|
|
|
|
|
|
|
|
9
|
%
|
|
|
|
|
|
|
||||||
Price
|
(1)
|
%
|
|
|
|
|
|
|
|
(1)
|
%
|
|
|
|
|
|
|
||||||
Currency
|
(7)
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
(7
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
600.0
|
%
|
|
(1
|
)
|
|
(13
|
)
|
|
12
|
|
|
(92.3
|
)%
|
Operating profit (loss)
|
235
|
|
|
221
|
|
|
14
|
|
|
6.3
|
%
|
|
221
|
|
|
904
|
|
|
(683
|
)
|
|
(75.6
|
)%
|
Operating margin
|
17.7
|
%
|
|
15.1
|
%
|
|
|
|
|
|
15.1
|
%
|
|
66.9
|
%
|
|
|
|
|
|
|||
Equity in net earnings (loss) of affiliates
|
150
|
|
|
161
|
|
|
(11
|
)
|
|
(6.8
|
)%
|
|
161
|
|
|
148
|
|
|
13
|
|
|
8.8
|
%
|
Depreciation and amortization
|
99
|
|
|
106
|
|
|
(7
|
)
|
|
(6.6
|
)%
|
|
106
|
|
|
110
|
|
|
(4
|
)
|
|
(3.6
|
)%
|
•
|
an unfavorable currency impact resulting from a strong US dollar relative to the Euro.
|
•
|
lower energy and raw material costs, primarily for ethylene and polypropylene, which more than offset the decrease in Net sales;
|
•
|
an increase in net periodic benefit cost of
$54 million
.
|
•
|
a decrease in equity investment earnings of
$27 million
from our Ibn Sina strategic affiliate as a result of lower pricing for MTBE and methanol;
|
•
|
an increase in equity investment earnings from our Polyplastics and Korea Engineering Plastics Co., Ltd. strategic affiliates of
$8 million
and
$6 million
, respectively, primarily as a result of lower raw material costs.
|
•
|
higher volume in Europe from strong growth in nearly all product lines;
|
•
|
higher volume in the Americas primarily driven by growth in POM in automotive applications and GUR
®
in medical and industrial applications; and
|
•
|
higher volume in Asia across all product lines resulting from targeted customer focus and the implementation of growth strategies;
|
•
|
lower pricing for POM and GUR
®
due to shifts in product and geographic sales mix.
|
•
|
the recognition of a gain of
$742 million
during the three months ended
December 31, 2013
, which represents the deferred proceeds in excess of divested assets as a result of the 2006 settlement agreement with Fraport to move our German POM operations;
|
•
|
lower pricing;
|
•
|
a $16 million negative impact from inventory build in the same period in 2013 in response to a planned turnaround during the three months ended September 30, 2014; and
|
•
|
higher expenses of $11 million related to plant maintenance;
|
•
|
higher Net sales, as well as lower net periodic benefit cost of
$38 million
; and
|
•
|
an increase of $12 million from Other (charges) gains, net, primarily due to a decrease in costs associated with the relocation and expansion of our German POM operations.
|
•
|
an increase in equity investment earnings of $13 million from our Polyplastics strategic affiliate as a result of higher volume, lower turnaround expenses and lower restructuring charges related to one of their affiliates.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
969
|
|
|
1,160
|
|
|
(191
|
)
|
|
(16.5
|
)%
|
|
1,160
|
|
|
1,214
|
|
|
(54
|
)
|
|
(4.4
|
)%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Volume
|
(13)
|
%
|
|
|
|
|
|
|
|
|
|
(5
|
)%
|
|
|
|
|
|
|
||||
Price
|
(3)
|
%
|
|
|
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
||||
Currency
|
(1)
|
%
|
|
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||
Other (charges) gains, net
|
(25
|
)
|
|
16
|
|
|
(41
|
)
|
|
(256.3
|
)%
|
|
16
|
|
|
—
|
|
|
16
|
|
|
100.0
|
%
|
Operating profit (loss)
|
262
|
|
|
388
|
|
|
(126
|
)
|
|
(32.5
|
)%
|
|
388
|
|
|
346
|
|
|
42
|
|
|
12.1
|
%
|
Operating margin
|
27.0
|
%
|
|
33.4
|
%
|
|
|
|
|
|
33.4
|
%
|
|
28.5
|
%
|
|
|
|
|
|
|||
Equity in net earnings (loss) of affiliates
|
2
|
|
|
9
|
|
|
(7
|
)
|
|
(77.8
|
)%
|
|
9
|
|
|
3
|
|
|
6
|
|
|
200.0
|
%
|
Dividend income - cost investments
|
106
|
|
|
115
|
|
|
(9
|
)
|
|
(7.8
|
)%
|
|
115
|
|
|
92
|
|
|
23
|
|
|
25.0
|
%
|
Depreciation and amortization
|
60
|
|
|
43
|
|
|
17
|
|
|
39.5
|
%
|
|
43
|
|
|
41
|
|
|
2
|
|
|
4.9
|
%
|
•
|
lower acetate tow volume driven by customer destocking; and
|
•
|
lower acetate tow pricing driven by reduced industry utilization.
|
•
|
a decrease in Net sales;
|
•
|
an unfavorable impact in Other (charges) gains, net due to employee termination costs of
$24 million
and accelerated depreciation expense of
$10 million
which were recorded as a result of a
50%
capacity reduction at our acetate tow facility in Lanaken, Belgium in December 2015. See
Note 4 - Acquisitions, Dispositions and Plant Closures
in the accompanying consolidated financial statements for further information; Other (charges) gains, net was also unfavorably impacted by an arbitration recovery in 2014 against a former utility operator at our cellulose derivatives manufacturing facility in Narrows, Virginia, which did not recur in the current year; and
|
•
|
an increase in net periodic benefit cost of
$32 million
;
|
•
|
lower wood pulp and energy costs.
|
•
|
a $6 million gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014, which did not recur in the current year.
|
•
|
lower earnings from our cellulose derivatives ventures primarily due to the expiration of a favorable tax holiday.
|
•
|
lower acetate tow volume globally; and
|
•
|
lower acetate flake pricing under a legacy contract;
|
•
|
higher acetate tow pricing of 6% reflecting favorable shifts in customer mix; and
|
•
|
higher acetate flake volume.
|
•
|
higher acetate tow pricing;
|
•
|
lower raw material and energy costs of $43 million as a result of productivity initiatives in our cellulose derivatives business;
|
•
|
a decrease in net periodic benefit cost of
$22 million
; and
|
•
|
a favorable impact to Other (charges) gains, net of $16 million primarily due to an arbitration award against a former utility operator at our cellulose derivatives manufacturing facility in Narrows, Virginia.
|
•
|
higher earnings from our cellulose derivatives ventures resulting from higher volume and acetate tow pricing, as well as lower energy costs.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
1,082
|
|
|
1,224
|
|
|
(142
|
)
|
|
(11.6
|
)%
|
|
1,224
|
|
|
1,155
|
|
|
69
|
|
|
6.0
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volume
|
—
|
%
|
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
||||||
Price
|
(4)
|
%
|
|
|
|
|
|
|
|
5
|
%
|
|
|
|
|
|
|
||||||
Currency
|
(8)
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
(10
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
900.0
|
%
|
|
(1
|
)
|
|
(4
|
)
|
|
3
|
|
|
(75.0
|
)%
|
Operating profit (loss)
|
72
|
|
|
76
|
|
|
(4
|
)
|
|
(5.3
|
)%
|
|
76
|
|
|
64
|
|
|
12
|
|
|
18.8
|
%
|
Operating margin
|
6.7
|
%
|
|
6.2
|
%
|
|
|
|
|
|
6.2
|
%
|
|
5.5
|
%
|
|
|
|
|
||||
Depreciation and amortization
|
64
|
|
|
50
|
|
|
14
|
|
|
28.0
|
%
|
|
50
|
|
|
52
|
|
|
(2
|
)
|
|
(3.8
|
)%
|
•
|
an unfavorable currency impact on our emulsion polymers business resulting from a strong US dollar relative to the Euro; and
|
•
|
lower pricing in our emulsion polymers business due to lower raw material costs for VAM, primarily in Europe.
|
•
|
a decrease in Net sales, as well as an increase in site closure costs of
$22 million
and
$16 million
primarily related to our VAE emulsions unit in Meredosia, Illinois and in Tarragona, Spain, respectively. See
Note 4 - Acquisitions, Dispositions and Plant Closures
in the accompanying consolidated financial statements for further information; and
|
•
|
an increase in net periodic benefit cost of
$13 million
;
|
•
|
lower raw material costs for VAM, primarily in Europe.
|
•
|
higher pricing in our emulsion polymers business primarily due to higher raw material costs for VAM in Europe, Asia and North America; and
|
•
|
higher volume driven by a targeted strategy in Asia, primarily in adhesive and construction products and paints and coatings products, and by higher demand in Europe.
|
•
|
higher Net sales, as well as a decrease in net periodic benefit cost of
$21 million
;
|
•
|
higher raw material costs of $65 million, primarily for VAM, in our emulsion polymers business across all regions.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions, except percentages)
|
||||||||||||||||||||||
Net sales
|
2,744
|
|
|
3,493
|
|
|
(749
|
)
|
|
(21.4
|
)%
|
|
3,493
|
|
|
3,241
|
|
|
252
|
|
|
7.8
|
%
|
Net Sales Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volume
|
(3)
|
%
|
|
|
|
|
|
|
|
(3)
|
%
|
|
|
|
|
|
|
||||||
Price
|
(13)
|
%
|
|
|
|
|
|
|
|
11
|
%
|
|
|
|
|
|
|
||||||
Currency
|
(6)
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other
|
—
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
||||||
Other (charges) gains, net
|
(300
|
)
|
|
(3
|
)
|
|
(297
|
)
|
|
9,900.0
|
%
|
|
(3
|
)
|
|
(141
|
)
|
|
138
|
|
|
(97.9
|
)%
|
Operating profit (loss)
|
(3
|
)
|
|
558
|
|
|
(561
|
)
|
|
(100.5
|
)%
|
|
558
|
|
|
153
|
|
|
405
|
|
|
264.7
|
%
|
Operating margin
|
(0.1)
|
%
|
|
16.0
|
%
|
|
|
|
|
|
16.0
|
%
|
|
4.7
|
%
|
|
|
|
|
||||
Equity in net earnings (loss) of affiliates
|
6
|
|
|
20
|
|
|
(14
|
)
|
|
(70.0
|
)%
|
|
20
|
|
|
5
|
|
|
15
|
|
|
300.0
|
%
|
Depreciation and amortization
|
123
|
|
|
81
|
|
|
42
|
|
|
51.9
|
%
|
|
81
|
|
|
86
|
|
|
(5
|
)
|
|
(5.8
|
)%
|
•
|
lower pricing and volume for VAM, primarily due to industry outages in the prior year that did not recur in the current year. VAM represents approximately one-half of the decrease in pricing and volume;
|
•
|
an unfavorable currency impact resulting from a strong US dollar relative to the Euro; and
|
•
|
lower pricing and volume for acetic acid, which represents approximately one-third of the pricing and volume decrease, primarily due to lower demand in Asia.
|
•
|
a decrease in Net sales, as well as an unfavorable impact from Other (charges) gains, net. In December 2015, we terminated our existing agreement with a raw materials supplier in Singapore. In connection with the contract termination, we recorded
$174 million
to Other (charges) gains, net. We also recorded long-lived impairment losses of
$123 million
to fully write-off certain ethanol related assets at our acetyl facility in Nanjing, China during the three months ended
December 31, 2015
. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information;
|
•
|
an increase in depreciation and amortization expense as a result of $39 million in accelerated depreciation expense related to property, plant and equipment no longer in use at our ethanol technology development unit in Clear Lake, Texas, beginning in June 2015;
|
•
|
an increase in net periodic benefit cost of
$32 million
; and
|
•
|
costs of
$10 million
incurred related to the start-up of our Fairway joint venture;
|
•
|
lower energy and raw material costs, primarily for ethylene, methanol and carbon monoxide, with ethylene making up approximately one-half and the other raw materials each making up approximately one-quarter of the decrease in raw materials.
|
•
|
a $
13 million
gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014, which did not recur in the current year.
|
•
|
higher VAM pricing resulting from permanent capacity reductions in Europe and planned and unplanned industry outages;
|
•
|
higher acetic acid pricing resulting from planned and unplanned industry outages; and
|
•
|
higher acetic anhydride pricing;
|
•
|
lower volume.
|
•
|
higher Net sales, as well as the impact of permanent capacity reductions in Europe in
2013
. Accordingly, we recorded
$20 million
of employee termination benefits,
$33 million
of contract termination costs and
$34 million
of long-lived asset impairment losses to fully write-off the related property, plant and equipment during the year ended
December 31, 2013
, which did not recur during the year ended
December 31, 2014
;
|
•
|
long-lived asset impairment losses of
$46 million
, which were recorded during the year ended December 31, 2013 to fully write-off the property, plant and equipment at our Singapore acetic acid production unit and which did not recur during the year ended December 31, 2014; and
|
•
|
a decrease in net periodic benefit cost of
$23 million
;
|
•
|
lower volume;
|
•
|
higher raw material costs of $98 million, primarily for ethylene and purchased materials for VAM and acetic acid; and
|
•
|
a $12 million loss as a result of damages in connection with a settlement of a claim by a raw materials supplier.
|
•
|
a $13 million gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014.
|
|
Year Ended
December 31, |
|
|
|
%
|
|
Year Ended
December 31, |
|
|
|
%
|
||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
|
Change
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Other (charges) gains, net
|
(9
|
)
|
|
4
|
|
|
(13
|
)
|
|
(325.0
|
)%
|
|
4
|
|
|
—
|
|
|
4
|
|
|
100.0
|
%
|
Operating profit (loss)
|
(240
|
)
|
|
(485
|
)
|
|
245
|
|
|
(50.5
|
)%
|
|
(485
|
)
|
|
41
|
|
|
(526
|
)
|
|
(1,282.9
|
)%
|
Equity in net earnings (loss) of affiliates
|
23
|
|
|
56
|
|
|
(33
|
)
|
|
(58.9
|
)%
|
|
56
|
|
|
24
|
|
|
32
|
|
|
133.3
|
%
|
Dividend income - cost investments
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
Depreciation and amortization
|
11
|
|
|
12
|
|
|
(1
|
)
|
|
(8.3
|
)%
|
|
12
|
|
|
16
|
|
|
(4
|
)
|
|
(25.0
|
)%
|
•
|
a decrease in net periodic benefit cost of
$218 million
, primarily recorded to SG&A expenses; and
|
•
|
lower functional spending and incentive compensation costs of $41 million;
|
•
|
higher project spending related to our European headquarters.
|
•
|
a
$29 million
gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014, which did not recur in the current year.
|
•
|
an increase in net periodic benefit cost of
$454 million
, primarily recorded to SG&A expenses;
|
•
|
higher functional and project spending of $43 million; and
|
•
|
higher incentive compensation costs of $25 million due to exceeding internal profitability targets.
|
•
|
a $29 million gain resulting from restructuring the debt of a subsidiary of InfraServ GmbH & Co. Hoechst KG during the three months ended June 30, 2014.
|
•
|
Net Cash Provided by (Used in) Operating Activities
|
•
|
a decrease in net earnings;
|
•
|
a decrease in pension and postretirement benefit plan contributions of
$160 million
.
|
•
|
stronger earnings performance;
|
•
|
an increase in value-added tax refunds of $87 million; and
|
•
|
a $23 million increase in dividends received from our cellulose derivatives ventures;
|
•
|
an increase of $127 million in pension plan and other postretirement benefit plan contributions; and
|
•
|
a $70 million increase in cash taxes paid.
|
|
As of December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Trade receivables - third party and affiliates
|
706
|
|
|
801
|
|
|
867
|
|
Inventories
|
682
|
|
|
782
|
|
|
804
|
|
Trade payables - third party and affiliates
|
(587
|
)
|
|
(757
|
)
|
|
(799
|
)
|
Trade working capital
|
801
|
|
|
826
|
|
|
872
|
|
•
|
Net Cash Provided by (Used in) Investing Activities
|
•
|
capital expenditures relating to Fairway of
$288 million
,
$136 million
lower than in the same period in 2014.
|
•
|
capital expenditures of $424 million and $93 million for the years ended December 31, 2014 and 2013, respectively, relating to Fairway;
|
•
|
capital expenditures of $254 million and $277 million for the years ended December 31, 2014 and 2013, respectively, primarily related to capacity expansions and major investments to reduce future operating costs and improve plant reliability, as well as environmental and health and safety initiatives; and
|
•
|
the $10 million acquisition of substantially all of the assets of Cool Polymers, Inc. during the year ended December 31, 2014.
|
•
|
Net Cash Provided by (Used in) Financing Activities
|
•
|
an increase in net borrowings on short-term debt of
$385 million
, primarily as a result of borrowing under our revolving credit facility to fund repurchases of our Common Stock; and
|
•
|
a decrease in net repayments of long-term debt of
$215 million
as a result of redeeming our $600 million 6.625% senior unsecured notes due 2018 during the year ended
December 31, 2014
, which did not recur in the current year;
|
•
|
an increase of
$170 million
in share repurchases of our Common Stock;
|
•
|
a decrease of
$50 million
in contributions received from Mitsui in exchange for ownership in Fairway; and
|
•
|
higher Common Stock dividends of
$30 million
due to a
39%
and
20%
increase in quarterly cash dividends beginning May 2014 and May 2015, respectively.
|
•
|
an increase in net repayments on short-term borrowings and long-term debt of $196 million primarily as a result of redeeming our $600 million 6.625% senior unsecured notes due 2018;
|
•
|
an increase in stock repurchase transactions of $86 million; and
|
•
|
higher Common Stock cash dividends of $61 million. During the year ended December 31, 2014, we increased our Common Stock quarterly cash dividend rate from $0.18 to $0.25 per share;
|
•
|
proceeds from an offering of €300 million 3.250% senior unsecured notes due 2019; and
|
•
|
contributions of $264 million received from Mitsui during the year ended December 31, 2014 in exchange for ownership in Fairway.
|
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, 2015
|
|||||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
|||
3.90
|
|
|
0.92
|
|
|
1.30
|
|
•
|
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
|
1,227
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
900
|
|
|
Term C-2 loan facility
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Term C-3 loan facility
|
878
|
|
|
9
|
|
|
869
|
|
|
—
|
|
|
—
|
|
|
Interest payments on debt and other obligations
|
719
|
|
(1)
|
122
|
|
|
233
|
|
|
162
|
|
|
202
|
|
|
Capital lease obligations
|
238
|
|
|
17
|
|
|
41
|
|
|
52
|
|
|
128
|
|
|
Other debt
|
626
|
|
(2)
|
457
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
Total
|
3,718
|
|
|
635
|
|
|
1,143
|
|
|
541
|
|
|
1,399
|
|
|
Operating leases
|
294
|
|
|
66
|
|
|
77
|
|
|
54
|
|
|
97
|
|
|
Uncertain tax positions, including interest and penalties
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
(3)
|
Unconditional purchase obligations
|
2,954
|
|
(4)
|
644
|
|
|
840
|
|
|
616
|
|
|
854
|
|
|
Pension and other postretirement funding obligations
|
673
|
|
(5)
|
28
|
|
|
122
|
|
|
197
|
|
|
326
|
|
|
Environmental and asset retirement obligations
|
114
|
|
|
21
|
|
|
38
|
|
|
19
|
|
|
36
|
|
|
Total
|
7,920
|
|
|
1,394
|
|
|
2,220
|
|
|
1,427
|
|
|
2,879
|
|
|
(1)
|
Future interest expense is calculated using the rate in effect on
December 31, 2015
.
|
(2)
|
Other debt is primarily made up of fixed rate pollution control and industrial revenue bonds, short-term borrowings from affiliated companies, our revolving credit facility, 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 $196 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
|
%
|
|
10
|
|
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
|
%
|
|
(1
|
)
|
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,
2015 |
|
June 30,
2015 |
|
September 30,
2015 |
|
December 31,
2015 |
|
||||
|
(Unaudited)
(In $ millions, except per share data) |
|
||||||||||
Net sales
|
1,450
|
|
|
1,477
|
|
|
1,413
|
|
|
1,334
|
|
|
Gross profit
|
381
|
|
|
375
|
|
|
303
|
|
|
259
|
|
|
Other (charges) gains, net
|
(5
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
(332
|
)
|
(1)
|
Operating profit (loss)
|
257
|
|
|
188
|
|
|
186
|
|
|
(305
|
)
|
(2)
|
Earnings (loss) from continuing operations before tax
|
306
|
|
|
227
|
|
|
225
|
|
|
(270
|
)
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from continuing operations
|
236
|
|
|
207
|
|
|
161
|
|
|
(298
|
)
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Net earnings (loss)
|
236
|
|
|
205
|
|
|
161
|
|
|
(298
|
)
|
|
Net earnings (loss) per share — basic
|
1.54
|
|
|
1.34
|
|
|
1.07
|
|
|
(2.03
|
)
|
|
Net earnings (loss) per share — diluted
|
1.53
|
|
|
1.33
|
|
|
1.07
|
|
|
(2.03
|
)
|
|
|
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
|
)
|
(2)
|
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
|
)
|
|
(1)
|
Includes
$174 million
recorded in connection with terminating our existing agreement with a raw materials supplier in Singapore in December 2015, and
$123 million
of long-lived impairment losses to fully write-off certain ethanol related assets at our acetyl facility in Nanjing, China. See
Note 18 - Other (Charges) Gains, Net
in the accompanying consolidated financial statements for further information.
|
(2)
|
Includes
$126 million
and
$349 million
of net actuarial losses related to defined benefit pension, other postretirement and postemployment obligations in 2015 and 2014, respectively. See
Note 15 - Benefit Obligations
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
|
|
2,736,369
|
|
(1)
|
$
|
37.60
|
|
|
20,894,686
|
|
(2)
|
Equity compensation plans not approved by security holders
(3)
|
|
94,500
|
|
|
$
|
31.25
|
|
|
—
|
|
|
Total
|
|
2,830,869
|
|
|
|
|
|
20,894,686
|
|
|
(1)
|
Includes
2,581,706
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
1,505,242
.
|
(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, 2015
, an aggregate of
13,944,760
shares of our Common Stock were available for future issuance under the ESPP. Beginning January 1, 2015, eligible US employees could purchase shares of our Common Stock under the ESPP. As of
December 31, 2015
,
55,240
shares have been offered for purchase 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 35,289 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 5, 2016
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ MARK C. ROHR
|
Director, Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
February 5, 2016
|
||
Mark C. Rohr
|
||||
|
|
|
||
/s/ CHRISTOPHER W. JENSEN
|
Senior Vice President, Finance (Principal Accounting Officer)
and Chief Financial Officer
(Principal Financial Officer)
|
February 5, 2016
|
||
Christopher W. Jensen
|
||||
|
|
|
||
/s/ JAMES E. BARLETT
|
Director
|
February 5, 2016
|
||
James E. Barlett
|
||||
|
|
|
||
/s/ JEAN S. BLACKWELL
|
Director
|
February 5, 2016
|
||
Jean S. Blackwell
|
||||
|
|
|
||
/s/ WILLIAM M. BROWN
|
Director
|
February 5, 2016
|
||
William M. Brown
|
||||
|
|
|
||
/s/ EDWARD G. GALANTE
|
Director
|
February 5, 2016
|
||
Edward G. Galante
|
||||
|
|
|
||
/s/ KATHRYN M. HILL
|
Director
|
February 5, 2016
|
||
Kathryn M. Hill
|
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/ DAVID F. HOFFMEISTER
|
Director
|
February 5, 2016
|
||
David F. Hoffmeister
|
||||
|
|
|
||
/s/ JAY V. IHLENFELD
|
Director
|
February 5, 2016
|
||
Jay V. Ihlenfeld
|
||||
|
|
|
||
/s/ FARAH M. WALTERS
|
Director
|
February 5, 2016
|
||
Farah M. Walters
|
||||
|
|
|
||
/s/ JOHN K. WULFF
|
Director
|
February 5, 2016
|
||
John K. Wulff
|
|
Page
Number
|
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions, except share and per share data)
|
|||||||
Net sales
|
5,674
|
|
|
6,802
|
|
|
6,510
|
|
Cost of sales
|
(4,356
|
)
|
|
(5,186
|
)
|
|
(5,145
|
)
|
Gross profit
|
1,318
|
|
|
1,616
|
|
|
1,365
|
|
Selling, general and administrative expenses
|
(506
|
)
|
|
(758
|
)
|
|
(311
|
)
|
Amortization of intangible assets
|
(11
|
)
|
|
(20
|
)
|
|
(32
|
)
|
Research and development expenses
|
(119
|
)
|
|
(86
|
)
|
|
(85
|
)
|
Other (charges) gains, net
|
(351
|
)
|
|
15
|
|
|
(158
|
)
|
Foreign exchange gain (loss), net
|
4
|
|
|
(2
|
)
|
|
(6
|
)
|
Gain (loss) on disposition of businesses and assets, net
|
(9
|
)
|
|
(7
|
)
|
|
735
|
|
Operating profit (loss)
|
326
|
|
|
758
|
|
|
1,508
|
|
Equity in net earnings (loss) of affiliates
|
181
|
|
|
246
|
|
|
180
|
|
Interest expense
|
(119
|
)
|
|
(147
|
)
|
|
(172
|
)
|
Refinancing expense
|
—
|
|
|
(29
|
)
|
|
(1
|
)
|
Interest income
|
1
|
|
|
1
|
|
|
1
|
|
Dividend income - cost investments
|
107
|
|
|
116
|
|
|
93
|
|
Other income (expense), net
|
(8
|
)
|
|
(4
|
)
|
|
—
|
|
Earnings (loss) from continuing operations before tax
|
488
|
|
|
941
|
|
|
1,609
|
|
Income tax (provision) benefit
|
(201
|
)
|
|
(314
|
)
|
|
(508
|
)
|
Earnings (loss) from continuing operations
|
287
|
|
|
627
|
|
|
1,101
|
|
Earnings (loss) from operation of discontinued operations
|
(3
|
)
|
|
(11
|
)
|
|
—
|
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
1
|
|
|
4
|
|
|
—
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
Net earnings (loss)
|
285
|
|
|
620
|
|
|
1,101
|
|
Net (earnings) loss attributable to noncontrolling interests
|
19
|
|
|
4
|
|
|
—
|
|
Net earnings (loss) attributable to Celanese Corporation
|
304
|
|
|
624
|
|
|
1,101
|
|
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
306
|
|
|
631
|
|
|
1,101
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
Net earnings (loss)
|
304
|
|
|
624
|
|
|
1,101
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
Continuing operations
|
2.03
|
|
|
4.07
|
|
|
6.93
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
Net earnings (loss) - basic
|
2.02
|
|
|
4.03
|
|
|
6.93
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
Continuing operations
|
2.01
|
|
|
4.04
|
|
|
6.91
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
Net earnings (loss) - diluted
|
2.00
|
|
|
4.00
|
|
|
6.91
|
|
Weighted average shares - basic
|
150,838,050
|
|
|
155,012,370
|
|
|
158,801,150
|
|
Weighted average shares - diluted
|
152,287,955
|
|
|
156,166,993
|
|
|
159,334,219
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Net earnings (loss)
|
285
|
|
|
620
|
|
|
1,101
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
1
|
|
|
1
|
|
Foreign currency translation
|
(188
|
)
|
|
(148
|
)
|
|
20
|
|
Gain (loss) on cash flow hedges
|
2
|
|
|
40
|
|
|
6
|
|
Pension and postretirement benefits
|
3
|
|
|
(54
|
)
|
|
58
|
|
Total other comprehensive income (loss), net of tax
|
(183
|
)
|
|
(161
|
)
|
|
85
|
|
Total comprehensive income (loss), net of tax
|
102
|
|
|
459
|
|
|
1,186
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
19
|
|
|
4
|
|
|
—
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
121
|
|
|
463
|
|
|
1,186
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
|
(In $ millions, except share data)
|
||||||||||||||||
Series A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
152,902,710
|
|
|
—
|
|
|
156,939,828
|
|
|
—
|
|
|
159,642,401
|
|
|
—
|
|
Stock option exercises
|
94,147
|
|
|
—
|
|
|
202,121
|
|
|
—
|
|
|
283,682
|
|
|
—
|
|
Purchases of treasury stock
|
(6,649,865
|
)
|
|
—
|
|
|
(4,338,488
|
)
|
|
—
|
|
|
(3,192,201
|
)
|
|
—
|
|
Stock awards
|
435,305
|
|
|
—
|
|
|
99,249
|
|
|
—
|
|
|
205,946
|
|
|
—
|
|
Balance as of the end of the period
|
146,782,297
|
|
|
—
|
|
|
152,902,710
|
|
|
—
|
|
|
156,939,828
|
|
|
—
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
13,266,625
|
|
|
(611
|
)
|
|
8,928,137
|
|
|
(361
|
)
|
|
23,986,836
|
|
|
(905
|
)
|
Purchases of treasury stock, including related fees
|
6,649,865
|
|
|
(420
|
)
|
|
4,338,488
|
|
|
(250
|
)
|
|
3,192,201
|
|
|
(164
|
)
|
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,250,900
|
)
|
|
708
|
|
Balance as of the end of the period
|
19,916,490
|
|
|
(1,031
|
)
|
|
13,266,625
|
|
|
(611
|
)
|
|
8,928,137
|
|
|
(361
|
)
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
103
|
|
|
|
|
53
|
|
|
|
|
731
|
|
|||
Retirement of treasury stock
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(708
|
)
|
|||
Stock-based compensation, net of tax
|
|
|
28
|
|
|
|
|
43
|
|
|
|
|
19
|
|
|||
Stock option exercises, net of tax
|
|
|
5
|
|
|
|
|
7
|
|
|
|
|
11
|
|
|||
Balance as of the end of the period
|
|
|
136
|
|
|
|
|
103
|
|
|
|
|
53
|
|
|||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
3,491
|
|
|
|
|
3,011
|
|
|
|
|
1,993
|
|
|||
Net earnings (loss) attributable to Celanese Corporation
|
|
|
304
|
|
|
|
|
624
|
|
|
|
|
1,101
|
|
|||
Series A common stock dividends
|
|
|
(174
|
)
|
|
|
|
(144
|
)
|
|
|
|
(83
|
)
|
|||
Balance as of the end of the period
|
|
|
3,621
|
|
|
|
|
3,491
|
|
|
|
|
3,011
|
|
|||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
(165
|
)
|
|
|
|
(4
|
)
|
|
|
|
(89
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
|
(183
|
)
|
|
|
|
(161
|
)
|
|
|
|
85
|
|
|||
Balance as of the end of the period
|
|
|
(348
|
)
|
|
|
|
(165
|
)
|
|
|
|
(4
|
)
|
|||
Total Celanese Corporation stockholders' equity
|
|
|
2,378
|
|
|
|
|
2,818
|
|
|
|
|
2,699
|
|
|||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of the beginning of the period
|
|
|
260
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
|
(19
|
)
|
|
|
|
(4
|
)
|
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
|
|
210
|
|
|
|
|
264
|
|
|
|
|
—
|
|
|||
Balance as of the end of the period
|
|
|
451
|
|
|
|
|
260
|
|
|
|
|
—
|
|
|||
Total equity
|
|
|
2,829
|
|
|
|
|
3,078
|
|
|
|
|
2,699
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Operating Activities
|
|
|
|
|
|
|||
Net earnings (loss)
|
285
|
|
|
620
|
|
|
1,101
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
|
|||
Asset impairments
|
126
|
|
|
—
|
|
|
81
|
|
Depreciation, amortization and accretion
|
363
|
|
|
298
|
|
|
319
|
|
Pension and postretirement net periodic benefit cost
|
(52
|
)
|
|
(113
|
)
|
|
(35
|
)
|
Pension and postretirement contributions
|
(63
|
)
|
|
(223
|
)
|
|
(96
|
)
|
Actuarial (gain) loss on pension and postretirement plans
|
127
|
|
|
350
|
|
|
(104
|
)
|
Pension curtailments and settlements, net
|
(3
|
)
|
|
(78
|
)
|
|
(52
|
)
|
Deferred income taxes, net
|
42
|
|
|
124
|
|
|
344
|
|
(Gain) loss on disposition of businesses and assets, net
|
8
|
|
|
8
|
|
|
(737
|
)
|
Stock-based compensation
|
40
|
|
|
46
|
|
|
24
|
|
Undistributed earnings in unconsolidated affiliates
|
(5
|
)
|
|
(98
|
)
|
|
(39
|
)
|
Other, net
|
7
|
|
|
24
|
|
|
13
|
|
Operating cash provided by (used in) discontinued operations
|
(2
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|||
Trade receivables - third party and affiliates, net
|
61
|
|
|
23
|
|
|
(23
|
)
|
Inventories
|
62
|
|
|
(15
|
)
|
|
(81
|
)
|
Other assets
|
(17
|
)
|
|
20
|
|
|
(110
|
)
|
Trade payables - third party and affiliates
|
(111
|
)
|
|
(13
|
)
|
|
109
|
|
Other liabilities
|
(6
|
)
|
|
(6
|
)
|
|
52
|
|
Net cash provided by (used in) operating activities
|
862
|
|
|
962
|
|
|
762
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
(232
|
)
|
|
(254
|
)
|
|
(277
|
)
|
Acquisitions, net of cash acquired
|
(6
|
)
|
|
(10
|
)
|
|
—
|
|
Proceeds from sale of businesses and assets, net
|
4
|
|
|
—
|
|
|
13
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
(7
|
)
|
Capital expenditures related to Fairway Methanol LLC
|
(288
|
)
|
|
(424
|
)
|
|
(93
|
)
|
Other, net
|
(36
|
)
|
|
(17
|
)
|
|
(58
|
)
|
Net cash provided by (used in) investing activities
|
(558
|
)
|
|
(705
|
)
|
|
(422
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
Net change in short-term borrowings with maturities of 3 months or less
|
350
|
|
|
(9
|
)
|
|
(11
|
)
|
Proceeds from short-term borrowings
|
80
|
|
|
62
|
|
|
177
|
|
Repayments of short-term borrowings
|
(83
|
)
|
|
(91
|
)
|
|
(123
|
)
|
Proceeds from long-term debt
|
—
|
|
|
387
|
|
|
74
|
|
Repayments of long-term debt
|
(24
|
)
|
|
(626
|
)
|
|
(198
|
)
|
Purchases of treasury stock, including related fees
|
(420
|
)
|
|
(250
|
)
|
|
(164
|
)
|
Stock option exercises
|
3
|
|
|
5
|
|
|
9
|
|
Series A common stock dividends
|
(174
|
)
|
|
(144
|
)
|
|
(83
|
)
|
Contributions from noncontrolling interests
|
214
|
|
|
264
|
|
|
—
|
|
Other, net
|
(12
|
)
|
|
(13
|
)
|
|
(7
|
)
|
Net cash provided by (used in) financing activities
|
(66
|
)
|
|
(415
|
)
|
|
(326
|
)
|
Exchange rate effects on cash and cash equivalents
|
(51
|
)
|
|
(46
|
)
|
|
11
|
|
Net increase (decrease) in cash and cash equivalents
|
187
|
|
|
(204
|
)
|
|
25
|
|
Cash and cash equivalents as of beginning of period
|
780
|
|
|
984
|
|
|
959
|
|
Cash and cash equivalents as of end of period
|
967
|
|
|
780
|
|
|
984
|
|
•
|
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")
|
•
|
Lanaken, Belgium
|
|
Year Ended
December 31, |
|
|
2015
|
|
|
(In $ millions)
|
|
Employee termination benefits
(1)
|
(24
|
)
|
Accelerated depreciation
|
(10
|
)
|
Total
|
(34
|
)
|
(1)
|
Included in Other (charges) gains, net in the consolidated statements of operations.
|
•
|
Tarragona, Spain
|
|
Year Ended
December 31, |
|
|
2015
|
|
|
(In $ millions)
|
|
Employee termination benefits
(1)
|
(6
|
)
|
Asset impairments
(1)
|
(1
|
)
|
Accelerated depreciation
|
(9
|
)
|
Total
|
(16
|
)
|
(1)
|
Included in Other (charges) gains, net in the consolidated statements of operations.
|
•
|
Meredosia, Illinois
|
|
Year Ended
December 31, |
|
|
2015
|
|
|
(In $ millions)
|
|
Employee termination benefits
(1)
|
(1
|
)
|
Asset impairments
(1)
|
(1
|
)
|
Accelerated depreciation
|
(19
|
)
|
Other
|
(1
|
)
|
Total
|
(22
|
)
|
(1)
|
Included in Other (charges) gains, net in the consolidated statements of operations.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Cash and cash equivalents
|
7
|
|
|
1
|
|
Trade receivables, net - third party & affiliate
|
12
|
|
|
—
|
|
Property, plant and equipment (net of accumulated depreciation - 2015: $10)
|
772
|
|
|
530
|
|
Intangible assets (net of accumulated amortization - 2015: $0)
|
27
|
|
|
—
|
|
Other assets
|
13
|
|
|
29
|
|
Total assets
(1)
|
831
|
|
|
560
|
|
|
|
|
|
||
Trade payables
|
9
|
|
|
—
|
|
Current liabilities
(2)
|
5
|
|
|
40
|
|
Long-term debt
|
5
|
|
|
—
|
|
Deferred income taxes
|
2
|
|
|
—
|
|
Total liabilities
|
21
|
|
|
40
|
|
(1)
|
Assets can only be used to settle the obligations of Fairway.
|
(2)
|
Amounts owed by Fairway to the Company for reimbursement of expenditures.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Property, plant and equipment, net
|
73
|
|
|
96
|
|
|
|
|
|
||
Trade payables
|
47
|
|
|
43
|
|
Current installments of long-term debt
|
10
|
|
|
9
|
|
Long-term debt
|
109
|
|
|
125
|
|
Total liabilities
|
166
|
|
|
177
|
|
|
|
|
|
||
Maximum exposure to loss
|
268
|
|
|
291
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Amortized cost
|
30
|
|
|
32
|
|
Gross unrealized gain
|
—
|
|
|
—
|
|
Gross unrealized loss
|
—
|
|
|
—
|
|
Fair value
|
30
|
|
|
32
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Trade receivables - third party and affiliates
|
712
|
|
|
810
|
|
Allowance for doubtful accounts - third party and affiliates
|
(6
|
)
|
|
(9
|
)
|
Trade receivables - third party and affiliates, net
|
706
|
|
|
801
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Non-income taxes receivable
|
121
|
|
|
99
|
|
Reinsurance receivables
|
18
|
|
|
20
|
|
Income taxes receivable
|
79
|
|
|
50
|
|
Other
|
67
|
|
|
72
|
|
Non-trade receivables, net
|
285
|
|
|
241
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Finished goods
|
498
|
|
|
579
|
|
Work-in-process
|
43
|
|
|
53
|
|
Raw materials and supplies
|
141
|
|
|
150
|
|
Total
|
682
|
|
|
782
|
|
|
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,
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||
|
(In percentages)
|
|
(In $ millions)
|
||||||||||||||||||||||||
Advanced Engineered Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ibn Sina
|
25
|
|
25
|
|
87
|
|
|
97
|
|
|
88
|
|
|
115
|
|
|
111
|
|
|
(98
|
)
|
|
(85
|
)
|
|
(97
|
)
|
Fortron Industries LLC
|
50
|
|
50
|
|
100
|
|
|
97
|
|
|
11
|
|
|
9
|
|
|
8
|
|
|
(8
|
)
|
|
(7
|
)
|
|
(5
|
)
|
Korea Engineering Plastics Co., Ltd.
|
50
|
|
50
|
|
127
|
|
|
134
|
|
|
16
|
|
|
10
|
|
|
15
|
|
|
(10
|
)
|
|
(16
|
)
|
|
(19
|
)
|
Polyplastics Co., Ltd.
|
45
|
|
45
|
|
168
|
|
|
166
|
|
|
35
|
|
|
27
|
|
|
14
|
|
|
(20
|
)
|
|
(3
|
)
|
|
—
|
|
Other Activities
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
39
|
|
37
|
|
|
39
|
|
|
7
|
|
|
9
|
|
|
10
|
|
|
(5
|
)
|
|
(7
|
)
|
|
(6
|
)
|
InfraServ GmbH & Co. Hoechst KG
(2)
|
32
|
|
32
|
|
147
|
|
|
174
|
|
|
21
|
|
|
72
|
|
|
17
|
|
|
(32
|
)
|
|
(26
|
)
|
|
(9
|
)
|
InfraServ GmbH & Co. Knapsack KG
|
27
|
|
27
|
|
18
|
|
|
20
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sherbrooke Capital Health and
Wellness, L.P.
(3)
|
10
|
|
10
|
|
3
|
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
687
|
|
|
731
|
|
|
181
|
|
|
246
|
|
|
180
|
|
|
(176
|
)
|
|
(148
|
)
|
|
(141
|
)
|
(1)
|
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.
|
(2)
|
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
.
|
(3)
|
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,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|||||
|
(In percentages)
|
|
(In $ millions)
|
|||||||||||||||
Consumer Specialties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kunming Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
14
|
|
|
14
|
|
|
14
|
|
|
15
|
|
|
13
|
|
Nantong Cellulose Fibers Co. Ltd.
|
31
|
|
31
|
|
106
|
|
|
106
|
|
|
79
|
|
|
87
|
|
|
68
|
|
Zhuhai Cellulose Fibers Co. Ltd.
|
30
|
|
30
|
|
22
|
|
|
14
|
|
|
13
|
|
|
13
|
|
|
11
|
|
Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
InfraServ GmbH & Co. Wiesbaden KG
|
8
|
|
8
|
|
5
|
|
|
6
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Other
|
|
|
|
|
4
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
151
|
|
|
145
|
|
|
107
|
|
|
116
|
|
|
93
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Purchases
|
195
|
|
|
231
|
|
|
264
|
|
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Non-trade receivables
|
23
|
|
|
31
|
|
Total due from affiliates
|
23
|
|
|
31
|
|
|
|
|
|
||
Short-term borrowings
(1)
|
16
|
|
|
16
|
|
Trade payables
|
34
|
|
|
39
|
|
Current Other liabilities
|
6
|
|
|
6
|
|
Total due to affiliates
|
56
|
|
|
61
|
|
(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,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Land
|
39
|
|
|
42
|
|
Land improvements
|
60
|
|
|
49
|
|
Buildings and building improvements
|
679
|
|
|
658
|
|
Machinery and equipment
|
4,609
|
|
|
3,910
|
|
Construction in progress
|
261
|
|
|
890
|
|
Gross asset value
|
5,648
|
|
|
5,549
|
|
Accumulated depreciation
|
(2,039
|
)
|
|
(1,816
|
)
|
Net book value
|
3,609
|
|
|
3,733
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Buildings
|
13
|
|
|
15
|
|
Machinery and equipment
|
289
|
|
|
311
|
|
Accumulated depreciation
|
(138
|
)
|
|
(125
|
)
|
Net book value
|
164
|
|
|
201
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Capitalized interest
|
15
|
|
|
16
|
|
|
9
|
|
Depreciation expense
|
346
|
|
|
272
|
|
|
280
|
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Total
|
|||||
|
(In $ millions)
|
|||||||||||||
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
|
295
|
|
|
240
|
|
|
41
|
|
|
173
|
|
|
749
|
|
Acquisitions (
Note 4
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
(13
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(19
|
)
|
|
(44
|
)
|
As of December 31, 2015
(1)
|
282
|
|
|
230
|
|
|
39
|
|
|
154
|
|
|
705
|
|
(1)
|
There were
$0 million
of accumulated impairment losses as of
December 31, 2015
.
|
|
Licenses
|
|
Customer-
Related
Intangible
Assets
|
|
Developed
Technology
|
|
Covenants
Not to
Compete
and Other
|
|
Total
|
|
|||||
|
(In $ millions)
|
|
|||||||||||||
Gross Asset Value
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
Acquisitions (
Note 5
)
|
7
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
10
|
|
(2)
|
Exchange rate changes
|
(1
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
As of December 31, 2015
|
38
|
|
|
456
|
|
|
35
|
|
|
50
|
|
|
579
|
|
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
)
|
|
Amortization
|
(3
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
Exchange rate changes
|
1
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
As of December 31, 2015
|
(25
|
)
|
|
(449
|
)
|
|
(25
|
)
|
|
(29
|
)
|
|
(528
|
)
|
|
Net book value
|
13
|
|
|
7
|
|
|
10
|
|
|
21
|
|
|
51
|
|
|
(1)
|
(2)
|
Primarily related to intangible assets acquired by Fairway (
Note 5
) during the year ended December 31, 2015, with a weighted average amortization period of
16 years
.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Asset retirement obligations
|
10
|
|
|
9
|
|
Benefit obligations (
Note 15
)
|
31
|
|
|
28
|
|
Customer rebates
|
45
|
|
|
53
|
|
Derivatives (
Note 22
)
|
2
|
|
|
13
|
|
Environmental (
Note 16
)
|
11
|
|
|
21
|
|
Insurance
|
10
|
|
|
9
|
|
Interest
|
16
|
|
|
19
|
|
Restructuring (
Note 18
)
|
30
|
|
|
21
|
|
Salaries and benefits
|
109
|
|
|
129
|
|
Sales and use tax/foreign withholding tax payable
|
13
|
|
|
13
|
|
Uncertain tax positions (
Note 19
)
|
—
|
|
|
59
|
|
Other
|
53
|
|
|
58
|
|
Total
|
330
|
|
|
432
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Balance at beginning of year
|
37
|
|
|
47
|
|
|
64
|
|
Additions
(1)
|
—
|
|
|
4
|
|
|
5
|
|
Accretion
|
1
|
|
|
1
|
|
|
2
|
|
Payments
|
(4
|
)
|
|
(8
|
)
|
|
(23
|
)
|
Revisions to cash flow estimates
(2)
|
2
|
|
|
(7
|
)
|
|
(2
|
)
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
1
|
|
Balance at end of year
|
36
|
|
|
37
|
|
|
47
|
|
(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,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
|
|
|
|
||
Current installments of long-term debt
|
56
|
|
|
25
|
|
Short-term borrowings, including amounts due to affiliates
(1)
|
52
|
|
|
77
|
|
Revolving credit facility
(2)
|
350
|
|
|
—
|
|
Accounts receivable securitization facility
(3)
|
55
|
|
|
35
|
|
Total
|
513
|
|
|
137
|
|
(1)
|
The weighted average interest rate was
3.3%
and
4.7%
as of
December 31, 2015
and
2014
, respectively.
|
(2)
|
The weighted average interest rate was
1.8%
and
0.0%
as of
December 31, 2015
and
2014
, respectively.
|
(3)
|
The weighted average interest rate was
0.8%
and
0.7%
as of
December 31, 2015
and
2014
, respectively.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Long-Term Debt
|
|
|
|
||
Senior credit facilities - Term C-2 loan due 2016
|
30
|
|
|
34
|
|
Senior credit facilities - Term C-3 loan due 2018
|
878
|
|
|
906
|
|
Senior unsecured notes due 2019, interest rate of 3.250%
|
327
|
|
|
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
|
238
|
|
|
260
|
|
Subtotal
|
2,542
|
|
|
2,633
|
|
Unamortized debt issuance costs
(1)
|
(18
|
)
|
|
(22
|
)
|
Current installments of long-term debt
|
(56
|
)
|
|
(25
|
)
|
Total
|
2,468
|
|
|
2,586
|
|
(1)
|
Related to the Company's outstanding senior credit facilities - Term C-2 and Term C-3 loans, senior unsecured notes issued in public offerings registered under the Securities Act of 1933 (collectively, the "Senior Notes") and pollution control bonds.
|
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
|
(1)
|
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
.
|
(2)
|
Includes
$6 million
related to the issuance of the
3.250%
Notes and
$4 million
related to the September 2014 amendment to the Celanese US existing senior secured credit facilities.
|
(3)
|
Includes
$4 million
related to the
6.625%
Notes redemption and
$1 million
related to the Term C-2 loan facility conversion.
|
(4)
|
Includes
$4 million
and
$5 million
as of
December 31, 2015
and
2014
, respectively, related to the Company's revolving credit facility and accounts receivables securitization facility, which are included in Other noncurrent assets in the consolidated balance sheets.
|
As of December 31, 2015
|
||||
Maximum
|
|
Estimate
|
|
Estimate, if Fully Drawn
|
3.90
|
|
0.92
|
|
1.30
|
|
As of December 31, 2015
|
|
|
(In $ millions)
|
|
Revolving Credit Facility
|
|
|
Borrowings outstanding
(1)
|
350
|
|
Letters of credit issued
|
—
|
|
Available for borrowing
|
550
|
|
Accounts Receivables Securitization Facility
|
|
|
Borrowings outstanding
(2)
|
55
|
|
Letters of credit issued
|
59
|
|
Available for borrowing
|
—
|
|
Total borrowing base
|
114
|
|
|
|
|
Maximum borrowing base
(3)
|
120
|
|
(1)
|
The Company borrowed
$550 million
and repaid
$200 million
during the year ended
December 31, 2015
. Borrowings were primarily used to fund repurchases of the Company's Common Stock.
|
(2)
|
The Company borrowed
$35 million
and repaid
$15 million
during the year ended
December 31, 2015
.
|
(3)
|
Outstanding accounts receivable transferred by the Originators to the Transferor was
$131 million
. On November 5, 2015, the Company reduced the maximum borrowing base from
$135 million
to
$120 million
.
|
•
|
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,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Multiemployer defined benefit plan
|
6
|
|
|
8
|
|
|
8
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Postemployment benefits
|
11
|
|
|
12
|
|
•
|
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,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Defined contribution plans
|
44
|
|
|
40
|
|
|
19
|
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(In $ millions)
|
||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
||||
Projected benefit obligation as of beginning of period
|
3,915
|
|
|
3,799
|
|
|
85
|
|
|
136
|
|
Service cost
|
12
|
|
|
11
|
|
|
1
|
|
|
1
|
|
Interest cost
|
139
|
|
|
168
|
|
|
3
|
|
|
4
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Plan amendments
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|
(5
|
)
|
Net actuarial (gain) loss
(1)
|
(141
|
)
|
|
458
|
|
|
(8
|
)
|
|
11
|
|
Settlements
|
—
|
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
|
(234
|
)
|
|
(232
|
)
|
|
(5
|
)
|
|
(61
|
)
|
Federal subsidy on Medicare Part D
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Curtailments
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefits
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
(65
|
)
|
|
(68
|
)
|
|
(5
|
)
|
|
(4
|
)
|
Other
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Projected benefit obligation as of end of period
|
3,635
|
|
|
3,915
|
|
|
66
|
|
|
85
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Fair value of plan assets as of beginning of period
|
2,789
|
|
|
2,709
|
|
|
—
|
|
|
—
|
|
Actual return on plan assets
|
(67
|
)
|
|
327
|
|
|
—
|
|
|
—
|
|
Employer contributions
|
59
|
|
|
165
|
|
|
4
|
|
|
56
|
|
Participant contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Settlements
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
(2)
|
(234
|
)
|
|
(232
|
)
|
|
(5
|
)
|
|
(61
|
)
|
Exchange rate changes
|
(39
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets as of end of period
|
2,508
|
|
|
2,789
|
|
|
—
|
|
|
—
|
|
Funded status as of end of period
|
(1,127
|
)
|
|
(1,126
|
)
|
|
(66
|
)
|
|
(85
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
||||
Noncurrent Other assets
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
Current Other liabilities
|
(25
|
)
|
|
(23
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Benefit obligations
|
(1,118
|
)
|
|
(1,119
|
)
|
|
(62
|
)
|
|
(80
|
)
|
Net amount recognized
|
(1,127
|
)
|
|
(1,126
|
)
|
|
(66
|
)
|
|
(85
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income Consist of:
|
|
|
|
|
|
|
|
||||
Net actuarial (gain) loss
(3)
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
Prior service (benefit) cost
|
(1
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
3
|
|
Net amount recognized
(4)
|
15
|
|
|
12
|
|
|
(4
|
)
|
|
3
|
|
(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, 2015
and
2014
, respectively.
|
(3)
|
Relates to the pension plans of the Company's equity method investments.
|
(4)
|
Amount shown net of an income tax benefit of
$3 million
and
$4 million
as of
December 31, 2015
and
2014
, respectively, in the consolidated statements of equity (
Note 17
).
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Projected benefit obligation
|
3,588
|
|
|
3,866
|
|
Fair value of plan assets
|
2,445
|
|
|
2,724
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,570
|
|
|
3,833
|
|
Fair value of plan assets
|
2,442
|
|
|
2,713
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Accumulated benefit obligation
|
3,619
|
|
|
3,892
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In $ millions)
|
||||||||||||||||
Service cost
|
12
|
|
|
11
|
|
|
34
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Interest cost
|
139
|
|
|
168
|
|
|
154
|
|
|
3
|
|
|
4
|
|
|
9
|
|
Expected return on plan assets
|
(209
|
)
|
|
(214
|
)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of prior service cost / (credit)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(83
|
)
|
|
(12
|
)
|
Recognized actuarial (gain) loss
|
134
|
|
(1)
|
339
|
|
(2)
|
(67
|
)
|
|
(7
|
)
|
|
11
|
|
|
(37
|
)
|
Curtailment (gain) loss
|
(3
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement (gain) loss
|
—
|
|
|
(78
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Special termination benefit
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
75
|
|
|
226
|
|
|
(153
|
)
|
|
(3
|
)
|
|
(67
|
)
|
|
(38
|
)
|
(1)
|
Includes a gain of
$62 million
reflecting the incorporation of the RP-2015 mortality tables into the actuarial assumptions for the US pension plans.
|
(2)
|
Includes a loss of
$53 million
reflecting the incorporation of the RP-2014 mortality tables into the actuarial assumptions for the US pension plans.
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||
|
(In $ millions)
|
||||
Prior service cost
|
—
|
|
|
(3
|
)
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Nonqualified Trust Assets
|
|
|
|
||
Marketable securities, at fair value
|
30
|
|
|
32
|
|
Noncurrent Other assets, consisting of insurance contracts
|
55
|
|
|
56
|
|
Nonqualified Pension Obligations
|
|
|
|
||
Current Other liabilities
|
22
|
|
|
22
|
|
Benefit obligations
|
246
|
|
|
268
|
|
(1)
|
Actuarial gain offset interest cost.
|
|
Pension Benefits
As of December 31, |
|
Postretirement Benefits
As of December 31, |
||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
(In percentages)
|
||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
US plans
|
4.2
|
|
3.9
|
|
4.0
|
|
3.7
|
International plans
|
2.6
|
|
2.4
|
|
3.6
|
|
3.5
|
Combined
|
4.0
|
|
3.7
|
|
3.7
|
|
3.6
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
N/A
|
|
|
|
|
International plans
|
2.7
|
|
2.8
|
|
|
|
|
Combined
|
2.7
|
|
2.8
|
|
|
|
|
|
Pension Benefits
Year Ended December 31, |
|
Postretirement Benefits
Year Ended December 31, |
||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
(In percentages)
|
||||||||||
Discount Rate Obligations
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
3.9
|
|
4.7
|
|
3.8
|
|
3.7
|
|
4.3
|
|
3.4
|
International plans
|
2.4
|
|
3.7
|
|
3.6
|
|
3.5
|
|
4.5
|
|
3.8
|
Combined
|
3.7
|
|
4.6
|
|
3.8
|
|
3.6
|
|
4.4
|
|
3.5
|
Expected Return on Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
8.0
|
|
8.5
|
|
8.5
|
|
|
|
|
|
|
International plans
|
6.0
|
|
6.2
|
|
5.8
|
|
|
|
|
|
|
Combined
|
7.8
|
|
8.2
|
|
8.0
|
|
|
|
|
|
|
Rate of Compensation Increase
|
|
|
|
|
|
|
|
|
|
|
|
US plans
|
N/A
|
|
3.0
|
|
4.0
|
|
|
|
|
|
|
International plans
|
2.8
|
|
2.8
|
|
2.9
|
|
|
|
|
|
|
Combined
|
2.8
|
|
3.0
|
|
3.8
|
|
|
|
|
|
|
|
Trend Rate Change
|
||||
|
Decreases 1%
|
|
Increases 1%
|
||
|
(In $ millions)
|
||||
Postretirement obligations
|
2
|
|
|
2
|
|
Service and interest cost
|
—
|
|
|
—
|
|
|
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,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
(In $ millions)
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
4
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
6
|
|
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
25
|
|
|
275
|
|
|
25
|
|
|
275
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
US companies
|
241
|
|
|
249
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
249
|
|
International companies
|
327
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
383
|
|
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
692
|
|
|
639
|
|
|
692
|
|
|
639
|
|
Treasuries, other debt
|
25
|
|
|
49
|
|
|
742
|
|
|
708
|
|
|
767
|
|
|
757
|
|
Mortgage backed securities
|
—
|
|
|
—
|
|
|
5
|
|
|
31
|
|
|
5
|
|
|
31
|
|
Securities lending collateral
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Insurance contracts
|
—
|
|
|
—
|
|
|
32
|
|
|
34
|
|
|
32
|
|
|
34
|
|
Other
|
18
|
|
|
16
|
|
|
—
|
|
|
2
|
|
|
18
|
|
|
18
|
|
Total investments, at fair value
(1)
|
615
|
|
|
709
|
|
|
1,496
|
|
|
1,691
|
|
|
2,111
|
|
|
2,400
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Swaps
|
—
|
|
|
—
|
|
|
25
|
|
|
270
|
|
|
25
|
|
|
270
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Obligations under securities lending
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Total liabilities
|
—
|
|
|
6
|
|
|
25
|
|
|
272
|
|
|
25
|
|
|
278
|
|
Total net assets
(2)
|
615
|
|
|
703
|
|
|
1,471
|
|
|
1,419
|
|
|
2,086
|
|
|
2,122
|
|
(1)
|
In accordance with ASU 2015-07 (
Note 2
), certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. Total investments, at fair value, for the year ended December 31, 2015 excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of
$251 million
,
$117 million
and
$43 million
, respectively. Total investments, at fair value, for the year ended December 31, 2014 excludes investments in common/collective trusts, registered investment companies and short-term investment funds with fair values of
$278 million
,
$133 million
and
$263 million
, respectively.
|
(2)
|
Total net assets excludes non-financial plan receivables and payables of
$25 million
and
$14 million
, respectively, as of
December 31, 2015
and
$19 million
and
$26 million
, respectively, as of
December 31, 2014
. Non-financial items include due to/from broker, interest receivables and accrued expenses.
|
|
Total
Expected
2016
|
|
|
(In $ millions)
|
|
Cash contributions to defined benefit pension plans
|
23
|
|
Benefit payments to nonqualified pension plans
|
22
|
|
Benefit payments to other postretirement benefit plans
|
5
|
|
|
Pension
Benefit
Payments
(1)
|
|
Company Portion
of Postretirement
Benefit Cost
(2)
|
||
|
(In $ millions)
|
||||
2016
|
231
|
|
|
5
|
|
2017
|
230
|
|
|
5
|
|
2018
|
229
|
|
|
5
|
|
2019
|
228
|
|
|
4
|
|
2020
|
227
|
|
|
4
|
|
2021-2025
|
1,111
|
|
|
21
|
|
(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, 2015
|
|||||
|
Ownership
|
|
Liability
|
|
Reserves
(1)
|
|
|
(In percentages)
|
|
(In $ millions)
|
|||
InfraServ GmbH & Co. Gendorf KG
|
39
|
|
10
|
|
10
|
|
InfraServ GmbH & Co. Hoechst KG
|
32
|
|
40
|
|
64
|
|
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 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
|
April 2015
|
20
|
|
0.300
|
|
|
1.20
|
|
|
May 2015
|
|
Year Ended December 31,
|
|
Total From
February 2008 Through December 31, 2015 |
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
Shares repurchased
|
6,640,601
|
|
(1)
|
4,338,488
|
|
|
3,186,180
|
|
(1)
|
27,307,796
|
|
||||
Average purchase price per share
|
$
|
63.31
|
|
|
$
|
57.61
|
|
|
$
|
51.38
|
|
|
$
|
48.90
|
|
Amount spent on repurchased shares (in millions)
|
$
|
420
|
|
|
$
|
250
|
|
|
$
|
164
|
|
|
$
|
1,335
|
|
Aggregate Board of Directors repurchase authorizations during the period (in millions)
(2)
|
$
|
1,000
|
|
|
$
|
473
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
(1)
|
The years ended
December 31, 2015
and
2013
exclude
9,264
and
6,021
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)
|
These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program began in February 2008 and does not have an expiration date. In
September 2015
, the Board of Directors approved a new
$1.0 billion
share repurchase authorization.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||
|
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
|
|
Foreign currency translation
|
(193
|
)
|
|
5
|
|
|
(188
|
)
|
|
(188
|
)
|
|
40
|
|
|
(148
|
)
|
|
55
|
|
|
(35
|
)
|
|
20
|
|
Gain (loss) on cash flow hedges
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
40
|
|
|
40
|
|
|
9
|
|
|
(3
|
)
|
|
6
|
|
Pension and postretirement benefits
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
(84
|
)
|
|
30
|
|
|
(54
|
)
|
|
88
|
|
|
(30
|
)
|
|
58
|
|
Total
|
(186
|
)
|
|
3
|
|
|
(183
|
)
|
|
(272
|
)
|
|
111
|
|
|
(161
|
)
|
|
153
|
|
|
(68
|
)
|
|
85
|
|
|
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, 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
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(193
|
)
|
|
(2
|
)
|
|
6
|
|
|
(189
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
Income tax (provision) benefit
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
As of December 31, 2015
|
1
|
|
|
(339
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(348
|
)
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Employee termination benefits (
Note 4
)
|
(53
|
)
|
(1)
|
(7
|
)
|
|
(23
|
)
|
Kelsterbach plant relocation (
Note 4
)
|
—
|
|
|
—
|
|
|
(13
|
)
|
Asset impairments
|
(126
|
)
|
|
—
|
|
|
(81
|
)
|
Other plant/office closures
|
—
|
|
|
2
|
|
|
(33
|
)
|
Singapore contract termination
|
(174
|
)
|
|
—
|
|
|
—
|
|
Commercial disputes
|
2
|
|
|
11
|
|
|
(8
|
)
|
Other
|
—
|
|
|
9
|
|
|
—
|
|
Total
|
(351
|
)
|
|
15
|
|
|
(158
|
)
|
(1)
|
Includes
$1 million
of special termination benefits included in Benefit obligations in the consolidated balance sheet as of December 31, 2015 and is included in the Company's Industrial Specialties segment.
|
|
Advanced
Engineered
Materials
|
|
Consumer
Specialties
|
|
Industrial
Specialties
|
|
Acetyl
Intermediates
|
|
Other
|
|
Total
|
||||||
|
(In $ millions)
|
||||||||||||||||
Employee Termination Benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
Additions
|
7
|
|
|
25
|
|
|
9
|
|
|
2
|
|
|
9
|
|
|
52
|
|
Cash payments
|
(4
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
(28
|
)
|
Other changes
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
Exchange rate changes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
As of December 31, 2015
|
3
|
|
|
14
|
|
|
6
|
|
|
1
|
|
|
6
|
|
|
30
|
|
Other Plant/Office Closures
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exchange rate changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
3
|
|
|
14
|
|
|
6
|
|
|
1
|
|
|
6
|
|
|
30
|
|
(1)
|
Includes a
$13 million
non-cash reduction to take-or-pay contract termination penalties.
|
(1)
|
Includes aggregate earnings generated by operations in Bermuda, Luxembourg, the Netherlands and Hong Kong of
$330 million
,
$308 million
and
$275 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively, which have an aggregate effective income tax rate of
6.1%
,
4.8%
and
4.0%
for each year, respectively.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions, except percentages)
|
|||||||
Income tax provision computed at US federal statutory tax rate
|
171
|
|
|
329
|
|
|
563
|
|
Change in valuation allowance
|
124
|
|
|
49
|
|
|
89
|
|
Equity income and dividends
|
(33
|
)
|
|
(50
|
)
|
|
(44
|
)
|
(Income) expense not resulting in tax impact, net
|
(32
|
)
|
|
(34
|
)
|
|
(33
|
)
|
US tax effect of foreign earnings and dividends
|
15
|
|
|
49
|
|
|
35
|
|
Foreign tax credits
|
(4
|
)
|
|
(34
|
)
|
|
(38
|
)
|
Other foreign tax rate differentials
|
(41
|
)
|
|
(33
|
)
|
|
(55
|
)
|
Legislative changes
|
—
|
|
|
—
|
|
|
(19
|
)
|
Tax-deductible interest on foreign equity investments and other related items
|
—
|
|
|
12
|
|
|
11
|
|
State income taxes, net of federal benefit
|
6
|
|
|
9
|
|
|
11
|
|
Other, net
|
(5
|
)
|
|
17
|
|
|
(12
|
)
|
Income tax provision (benefit)
|
201
|
|
|
314
|
|
|
508
|
|
|
|
|
|
|
|
|||
Effective income tax rate
|
41
|
%
|
|
33
|
%
|
|
32
|
%
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Deferred Tax Assets
|
|
|
|
||
Pension and postretirement obligations
|
434
|
|
|
424
|
|
Accrued expenses
|
40
|
|
|
41
|
|
Inventory
|
14
|
|
|
10
|
|
Net operating loss
|
683
|
|
|
468
|
|
Tax credit carryforwards
|
88
|
|
|
100
|
|
Other
|
202
|
|
|
165
|
|
Subtotal
|
1,461
|
|
|
1,208
|
|
Valuation allowance
(1)
|
(448
|
)
|
|
(413
|
)
|
Total
|
1,013
|
|
|
795
|
|
Deferred Tax Liabilities
|
|
|
|
||
Depreciation and amortization
|
380
|
|
|
416
|
|
Investments in affiliates
|
395
|
|
|
143
|
|
Other
|
114
|
|
|
102
|
|
Total
|
889
|
|
|
661
|
|
Net deferred tax assets (liabilities)
|
124
|
|
|
134
|
|
(1)
|
Includes deferred tax asset valuation allowances for the Company's deferred tax assets in the
US, Luxembourg, Spain, China, Singapore, the United Kingdom, Canada and France
. 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,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
As of the beginning of the year
|
228
|
|
|
244
|
|
|
218
|
|
Increases in tax positions for the current year
|
13
|
|
|
7
|
|
|
3
|
|
Increases in tax positions for prior years
|
76
|
|
|
24
|
|
|
57
|
|
Decreases in tax positions for prior years
|
(126
|
)
|
|
(46
|
)
|
|
(32
|
)
|
Decreases due to settlements
|
(33
|
)
|
|
(1
|
)
|
|
(2
|
)
|
As of the end of the year
|
158
|
|
|
228
|
|
|
244
|
|
|
|
|
|
|
|
|||
Total uncertain tax positions that if recognized would impact the effective tax rate
|
144
|
|
|
245
|
|
|
258
|
|
Total amount of interest expense (benefit) and penalties recognized in the consolidated statements of operations
|
(12
|
)
|
(1)
|
2
|
|
|
12
|
|
Total amount of interest expense and penalties recognized in the consolidated balance sheets
|
43
|
|
|
67
|
|
|
65
|
|
(1)
|
This amount reflects interest on uncertain tax positions, the impact of currency and release of certain tax positions as a result of audit closure that was reflected in the consolidated statements of operations. In addition, the Company also paid an additional
$12 million
of previously accrued amounts due to settlements of tax examinations.
|
|
As of December 31, 2015
|
|
||||
|
Shares
Available for
Awards
|
|
Shares
Subject to
Outstanding
Awards
|
|
||
2009 GIP
|
6,949,926
|
|
|
2,736,369
|
|
|
2004 Stock Incentive Plan
|
—
|
|
|
94,500
|
|
(1)
|
(1)
|
No RSUs remain outstanding under the 2004 Stock Incentive Plan.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Income tax benefit realized
|
2
|
|
|
2
|
|
|
2
|
|
Amount reversed in current year related to prior year
|
—
|
|
|
—
|
|
|
—
|
|
|
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, 2014
|
343
|
|
|
33.72
|
|
|
3.2
|
|
7
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(94
|
)
|
|
29.82
|
|
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|
As of December 31, 2015
|
249
|
|
|
35.19
|
|
|
2.4
|
|
9
|
|
Options exercisable at end of year
|
239
|
|
|
34.74
|
|
|
2.3
|
|
9
|
|
|
Year Ended December 31,
|
|||||
|
2015
|
|
2014
|
|
2013
|
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
0.68
|
%
|
Estimated life in years
|
N/A
|
|
N/A
|
|
4.50
|
|
Dividend yield
|
N/A
|
|
N/A
|
|
0.64
|
%
|
Volatility
|
N/A
|
|
N/A
|
|
49.50
|
%
|
|
Year Ended December 31,
|
|||||
|
2015
|
|
2014
|
|
2013
|
|
|
(In $)
|
|||||
Total
|
N/A
|
|
N/A
|
|
18.50
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Intrinsic value
|
4
|
|
|
7
|
|
|
6
|
|
|
Number of
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
||
|
(In thousands)
|
|
(In $)
|
||
As of December 31, 2014
|
1,027
|
|
|
48.02
|
|
Granted
|
514
|
|
|
53.13
|
|
Additional performance-based RSUs granted
(1)
|
253
|
|
|
47.32
|
|
Vested
|
(506
|
)
|
|
47.32
|
|
Canceled
|
—
|
|
|
—
|
|
Forfeited
|
(57
|
)
|
|
49.12
|
|
As of December 31, 2015
|
1,231
|
|
|
50.24
|
|
(1)
|
Represents additional performance-based RSU grants in 2013 that were awarded in 2015 as a result of achieving internal profitability targets.
|
|
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, 2014
|
112
|
|
|
45.87
|
|
|
19
|
|
|
58.48
|
|
Granted
|
75
|
|
|
63.67
|
|
|
14
|
|
|
64.94
|
|
Vested
|
(81
|
)
|
|
43.10
|
|
|
(19
|
)
|
|
58.48
|
|
Forfeited
|
(1
|
)
|
|
48.15
|
|
|
—
|
|
|
—
|
|
As of December 31, 2015
|
105
|
|
|
60.78
|
|
|
14
|
|
|
64.94
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Total
|
6
|
|
|
9
|
|
|
12
|
|
|
As of December 31, 2015
|
|
|
Capital Leases
|
|
|
(In $ millions)
|
|
2016
|
46
|
|
2017
|
46
|
|
2018
|
45
|
|
2019
|
45
|
|
2020
|
45
|
|
Later years
|
195
|
|
Sublease income
|
—
|
|
Minimum lease commitments
|
422
|
|
Less amounts representing interest
|
(184
|
)
|
Present value of net minimum lease obligations
|
238
|
|
|
As of December 31, 2015
|
|
|
Operating Leases
|
|
|
(In $ millions)
|
|
2016
|
66
|
|
2017
|
43
|
|
2018
|
34
|
|
2019
|
31
|
|
2020
|
23
|
|
Later years
|
97
|
|
Sublease income
|
(3
|
)
|
Minimum lease commitments
|
291
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Total
|
154
|
|
|
161
|
|
|
160
|
|
As of December 31, 2015
|
||||||
Notional Value
|
|
Effective Date
|
|
Expiration Date
|
|
Fixed Rate
|
(In $ millions)
|
|
|
|
|
|
(In percentages)
|
500
|
|
January 2, 2014
|
|
January 2, 2016
|
|
0.94
|
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
|
|
Year Ended December 31,
|
|
Statement of Operations Classification
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||
|
(In $ millions)
|
|
|
|||||||
Hedging activities
|
2
|
|
|
(4
|
)
|
|
(11
|
)
|
|
Interest income (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,
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||
|
(In $ millions)
|
|
|||||||||||||||||
Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
|
(11
|
)
|
|
Interest expense
|
Cross-currency swaps
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
46
|
|
|
46
|
|
|
—
|
|
|
Other income (expense), net or Interest expense
|
Total
|
—
|
|
|
(9
|
)
|
|
(2
|
)
|
|
46
|
|
|
42
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Designated as a Net Investment Hedge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
3.250% Notes
|
38
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Foreign currency translation
|
Term C-2 and Term C-3 loans
(2)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Foreign currency translation
|
Total
|
48
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
(1)
|
—
|
|
|
Interest expense
|
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
(15
|
)
|
|
(23
|
)
|
|
Foreign exchange gain (loss), net or Other income (expense), net
|
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
(18
|
)
|
|
(23
|
)
|
|
|
(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)
|
During the three months ended March 31, 2015, the Company designated the Euro-based principal amount of its Term C-2 loan and its Term C-3 loan as a net investment hedge of its investment in a wholly-owned international subsidiary whose functional currency is the Euro to mitigate the volatility caused by the changes in foreign currency exchange rates of the Euro with respect to the US dollar. During the three months ended
December 31, 2015
, the Company dedesignated the Euro-based principal amount of its Term C-3 loan as a net investment hedge.
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Derivative Assets
|
|
|
|
||
Gross amount recognized
|
2
|
|
|
55
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
2
|
|
|
55
|
|
Gross amount not offset in the consolidated balance sheets
|
—
|
|
|
4
|
|
Net amount
|
2
|
|
|
51
|
|
|
As of December 31,
|
||||
|
2015
|
|
2014
|
||
|
(In $ millions)
|
||||
Derivative Liabilities
|
|
|
|
||
Gross amount recognized
|
2
|
|
|
23
|
|
Gross amount offset in the consolidated balance sheets
|
—
|
|
|
—
|
|
Net amount presented in the consolidated balance sheets
|
2
|
|
|
23
|
|
Gross amount not offset in the consolidated balance sheets
|
—
|
|
|
4
|
|
Net amount
|
2
|
|
|
19
|
|
|
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,
|
|
|||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|||||||
|
(In $ millions)
|
|
|
||||||||||||||||
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
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
3
|
|
|
Current Other assets
|
Total assets
|
—
|
|
|
—
|
|
|
2
|
|
|
55
|
|
|
2
|
|
|
55
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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
|
Term C-2 and Term C-3 loans
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Long-term Debt
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
Current Other liabilities
|
Foreign currency forwards and swaps
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
Current Other liabilities
|
Total liabilities
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(23
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|
|
(1)
|
Included
in the consolidated balance sheets at carrying amount. During the three months ended
December 31, 2015
, the Company dedesignated the Euro-based principal amount of its Term C-3 loan as a net investment hedge.
|
|
|
|
|
|
Fair Value Measurement
|
||||||||||||||||||
|
Carrying
Amount
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In $ millions)
|
||||||||||||||||||||||
Cost investments
|
151
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Insurance contracts in nonqualified trusts
|
55
|
|
|
56
|
|
|
55
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
56
|
|
Long-term debt, including current installments of long-term debt
|
2,542
|
|
|
2,633
|
|
|
2,348
|
|
|
2,398
|
|
|
238
|
|
|
260
|
|
|
2,586
|
|
|
2,658
|
|
•
|
Demerger Obligations
|
•
|
Divestiture Obligations
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Interest paid, net of amounts capitalized
|
120
|
|
|
146
|
|
|
166
|
|
Taxes paid, net of refunds
|
151
|
|
|
199
|
|
|
129
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
Accrued capital expenditures
|
(37
|
)
|
|
3
|
|
|
38
|
|
Accrued Kelsterbach capital expenditures (
Note 4
)
|
—
|
|
|
—
|
|
|
(2
|
)
|
Asset retirement obligations
|
3
|
|
|
4
|
|
|
9
|
|
Capital expenditure reimbursement
|
—
|
|
|
4
|
|
|
—
|
|
Capital lease obligations
|
6
|
|
|
22
|
|
|
28
|
|
Contingent consideration (
Note 4
)
|
—
|
|
|
8
|
|
|
—
|
|
Distribution to noncontrolling interest (
Note 5
)
|
(4
|
)
|
|
—
|
|
|
—
|
|
Lease incentives
|
—
|
|
|
—
|
|
|
3
|
|
Mitsui reimbursement
|
—
|
|
|
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, 2015
|
|
|||||||||||||||||||
Net sales
|
1,326
|
|
|
969
|
|
(1)
|
1,082
|
|
|
2,744
|
|
(2)
|
—
|
|
|
(447
|
)
|
|
5,674
|
|
|
Other (charges) gains, net
|
(7
|
)
|
|
(25
|
)
|
|
(10
|
)
|
|
(300
|
)
|
|
(9
|
)
|
|
—
|
|
|
(351
|
)
|
|
Operating profit (loss)
|
235
|
|
|
262
|
|
|
72
|
|
|
(3
|
)
|
|
(240
|
)
|
|
—
|
|
|
326
|
|
|
Equity in net earnings (loss) of affiliates
|
150
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
23
|
|
|
—
|
|
|
181
|
|
|
Depreciation and amortization
|
99
|
|
|
60
|
|
|
64
|
|
|
123
|
|
(3)
|
11
|
|
|
—
|
|
|
357
|
|
|
Capital expenditures
|
73
|
|
|
65
|
|
|
56
|
|
|
282
|
|
|
7
|
|
|
—
|
|
|
483
|
|
(4)
|
|
As of December 31, 2015
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
338
|
|
|
249
|
|
|
49
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|
Total assets
|
2,324
|
|
|
1,458
|
|
|
747
|
|
|
2,387
|
|
|
1,670
|
|
|
—
|
|
|
8,586
|
|
|
|
Year Ended December 31, 2014
|
|
|||||||||||||||||||
Net sales
|
1,459
|
|
|
1,160
|
|
(1)
|
1,224
|
|
|
3,493
|
|
(2)
|
—
|
|
|
(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
|
|
|
50
|
|
|
81
|
|
|
12
|
|
|
—
|
|
|
292
|
|
|
Capital expenditures
|
65
|
|
|
103
|
|
|
29
|
|
|
478
|
|
|
6
|
|
|
—
|
|
|
681
|
|
(4)
|
|
As of December 31, 2014
|
|
|||||||||||||||||||
Goodwill and intangible assets, net
|
358
|
|
|
261
|
|
|
54
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
881
|
|
|
Total assets
|
2,484
|
|
|
1,491
|
|
|
823
|
|
|
2,495
|
|
|
1,503
|
|
|
—
|
|
|
8,796
|
|
|
|
Year Ended December 31, 2013
|
|
|||||||||||||||||||
Net sales
|
1,352
|
|
|
1,214
|
|
(1)
|
1,155
|
|
|
3,241
|
|
(2)
|
—
|
|
|
(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
|
|
(5)
|
(1)
|
Includes intersegment sales of
$0 million
,
$2 million
and
$4 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(2)
|
Includes intersegment sales of
$447 million
,
$532 million
and
$448 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(3)
|
See
Note 4 - Acquisitions, Dispositions and Plant Closures
for further information.
|
(4)
|
Includes a decrease in accrued capital expenditures of
$37 million
and an increase of
$3 million
for the years ended
December 31, 2015
and
2014
, respectively.
|
(5)
|
Excludes expenditures related to the relocation of the Company's POM operations in Germany (
Note 4
) and includes an increase in accrued capital expenditures of
$38 million
for the year ended
December 31, 2013
.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions)
|
|||||||
Belgium
|
417
|
|
|
480
|
|
|
525
|
|
Canada
|
162
|
|
|
204
|
|
|
249
|
|
China
|
800
|
|
|
996
|
|
|
863
|
|
Germany
|
1,779
|
|
|
2,156
|
|
|
2,049
|
|
Mexico
|
204
|
|
|
259
|
|
|
256
|
|
Singapore
|
703
|
|
|
632
|
|
|
578
|
|
US
|
1,463
|
|
|
1,899
|
|
|
1,808
|
|
Other
|
146
|
|
|
176
|
|
|
182
|
|
Total
|
5,674
|
|
|
6,802
|
|
|
6,510
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In $ millions, except share data)
|
|||||||
Amounts attributable to Celanese Corporation
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
306
|
|
|
631
|
|
|
1,101
|
|
Earnings (loss) from discontinued operations
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
Net earnings (loss)
|
304
|
|
|
624
|
|
|
1,101
|
|
|
|
|
|
|
|
|||
Weighted average shares - basic
|
150,838,050
|
|
|
155,012,370
|
|
|
158,801,150
|
|
Incremental shares attributable to equity awards
(1)
|
1,449,905
|
|
|
1,154,623
|
|
|
533,069
|
|
Weighted average shares - diluted
|
152,287,955
|
|
|
156,166,993
|
|
|
159,334,219
|
|
(1)
|
Excludes
2,903
,
0
and
40,306
equity award shares for the years ended
December 31, 2015
,
2014
and
2013
, respectively, as their effect would have been antidilutive.
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net sales
|
—
|
|
|
—
|
|
|
2,410
|
|
|
4,485
|
|
|
(1,221
|
)
|
|
5,674
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
(1,729
|
)
|
|
(3,897
|
)
|
|
1,270
|
|
|
(4,356
|
)
|
Gross profit
|
—
|
|
|
—
|
|
|
681
|
|
|
588
|
|
|
49
|
|
|
1,318
|
|
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
(264
|
)
|
|
—
|
|
|
(506
|
)
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|
—
|
|
|
(11
|
)
|
Research and development expenses
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(41
|
)
|
|
—
|
|
|
(119
|
)
|
Other (charges) gains, net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(346
|
)
|
|
—
|
|
|
(351
|
)
|
Foreign exchange gain (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Gain (loss) on disposition of businesses and assets, net
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
(9
|
)
|
Operating profit (loss)
|
—
|
|
|
—
|
|
|
345
|
|
|
(68
|
)
|
|
49
|
|
|
326
|
|
Equity in net earnings (loss) of affiliates
|
302
|
|
|
314
|
|
|
84
|
|
|
162
|
|
|
(681
|
)
|
|
181
|
|
Interest expense
|
—
|
|
|
(77
|
)
|
|
(76
|
)
|
|
(36
|
)
|
|
70
|
|
|
(119
|
)
|
Refinancing expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
18
|
|
|
40
|
|
|
13
|
|
|
(70
|
)
|
|
1
|
|
Dividend income - cost investments
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
Other income (expense), net
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
Earnings (loss) from continuing operations before tax
|
302
|
|
|
253
|
|
|
395
|
|
|
170
|
|
|
(632
|
)
|
|
488
|
|
Income tax (provision) benefit
|
2
|
|
|
49
|
|
|
(133
|
)
|
|
(98
|
)
|
|
(21
|
)
|
|
(201
|
)
|
Earnings (loss) from continuing operations
|
304
|
|
|
302
|
|
|
262
|
|
|
72
|
|
|
(653
|
)
|
|
287
|
|
Earnings (loss) from operation of discontinued operations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Gain (loss) on disposition of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax (provision) benefit from discontinued operations
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Net earnings (loss)
|
304
|
|
|
302
|
|
|
260
|
|
|
72
|
|
|
(653
|
)
|
|
285
|
|
Net (earnings) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Net earnings (loss) attributable to Celanese Corporation
|
304
|
|
|
302
|
|
|
260
|
|
|
91
|
|
|
(653
|
)
|
|
304
|
|
|
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, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net earnings (loss)
|
304
|
|
|
302
|
|
|
260
|
|
|
72
|
|
|
(653
|
)
|
|
285
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation
|
(188
|
)
|
|
(188
|
)
|
|
(181
|
)
|
|
(231
|
)
|
|
600
|
|
|
(188
|
)
|
Gain (loss) from cash flow hedges
|
2
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
(8
|
)
|
|
2
|
|
Pension and postretirement benefits
|
3
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
(8
|
)
|
|
3
|
|
Total other comprehensive income (loss), net of tax
|
(183
|
)
|
|
(183
|
)
|
|
(173
|
)
|
|
(228
|
)
|
|
584
|
|
|
(183
|
)
|
Total comprehensive income (loss), net of tax
|
121
|
|
|
119
|
|
|
87
|
|
|
(156
|
)
|
|
(69
|
)
|
|
102
|
|
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Comprehensive income (loss) attributable to Celanese Corporation
|
121
|
|
|
119
|
|
|
87
|
|
|
(137
|
)
|
|
(69
|
)
|
|
121
|
|
|
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
|
|
|
As of December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
21
|
|
|
946
|
|
|
—
|
|
|
967
|
|
Trade receivables - third party and affiliates
|
—
|
|
|
—
|
|
|
132
|
|
|
722
|
|
|
(148
|
)
|
|
706
|
|
Non-trade receivables, net
|
37
|
|
|
580
|
|
|
298
|
|
|
522
|
|
|
(1,152
|
)
|
|
285
|
|
Inventories, net
|
—
|
|
|
—
|
|
|
258
|
|
|
474
|
|
|
(50
|
)
|
|
682
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
19
|
|
|
68
|
|
|
(19
|
)
|
|
68
|
|
Marketable securities, at fair value
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
Other assets
|
—
|
|
|
12
|
|
|
28
|
|
|
40
|
|
|
(31
|
)
|
|
49
|
|
Total current assets
|
37
|
|
|
592
|
|
|
786
|
|
|
2,772
|
|
|
(1,400
|
)
|
|
2,787
|
|
Investments in affiliates
|
2,341
|
|
|
3,947
|
|
|
3,909
|
|
|
738
|
|
|
(10,097
|
)
|
|
838
|
|
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,001
|
|
|
2,608
|
|
|
—
|
|
|
3,609
|
|
Deferred income taxes
|
—
|
|
|
2
|
|
|
178
|
|
|
42
|
|
|
—
|
|
|
222
|
|
Other assets
|
—
|
|
|
418
|
|
|
151
|
|
|
227
|
|
|
(496
|
)
|
|
300
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
391
|
|
|
—
|
|
|
705
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
51
|
|
|
74
|
|
|
—
|
|
|
125
|
|
Total assets
|
2,378
|
|
|
4,959
|
|
|
6,390
|
|
|
6,852
|
|
|
(11,993
|
)
|
|
8,586
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings and current installments of long-term debt - third party and affiliates
|
—
|
|
|
479
|
|
|
181
|
|
|
213
|
|
|
(360
|
)
|
|
513
|
|
Trade payables - third party and affiliates
|
—
|
|
|
—
|
|
|
240
|
|
|
495
|
|
|
(148
|
)
|
|
587
|
|
Other liabilities
|
—
|
|
|
28
|
|
|
281
|
|
|
283
|
|
|
(262
|
)
|
|
330
|
|
Deferred income taxes
|
—
|
|
|
26
|
|
|
—
|
|
|
23
|
|
|
(19
|
)
|
|
30
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
537
|
|
|
116
|
|
|
(563
|
)
|
|
90
|
|
Total current liabilities
|
—
|
|
|
533
|
|
|
1,239
|
|
|
1,130
|
|
|
(1,352
|
)
|
|
1,550
|
|
Noncurrent Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, net of unamortized deferred financing costs
|
—
|
|
|
2,078
|
|
|
706
|
|
|
187
|
|
|
(503
|
)
|
|
2,468
|
|
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
Uncertain tax positions
|
—
|
|
|
7
|
|
|
29
|
|
|
131
|
|
|
—
|
|
|
167
|
|
Benefit obligations
|
—
|
|
|
—
|
|
|
960
|
|
|
229
|
|
|
—
|
|
|
1,189
|
|
Other liabilities
|
—
|
|
|
—
|
|
|
93
|
|
|
155
|
|
|
(1
|
)
|
|
247
|
|
Total noncurrent liabilities
|
—
|
|
|
2,085
|
|
|
1,788
|
|
|
838
|
|
|
(504
|
)
|
|
4,207
|
|
Total Celanese Corporation stockholders' equity
|
2,378
|
|
|
2,341
|
|
|
3,363
|
|
|
4,433
|
|
|
(10,137
|
)
|
|
2,378
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|
—
|
|
|
451
|
|
Total equity
|
2,378
|
|
|
2,341
|
|
|
3,363
|
|
|
4,884
|
|
|
(10,137
|
)
|
|
2,829
|
|
Total liabilities and equity
|
2,378
|
|
|
4,959
|
|
|
6,390
|
|
|
6,852
|
|
|
(11,993
|
)
|
|
8,586
|
|
|
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
|
—
|
|
|
653
|
|
|
145
|
|
|
400
|
|
|
(843
|
)
|
|
355
|
|
Goodwill
|
—
|
|
|
—
|
|
|
314
|
|
|
435
|
|
|
—
|
|
|
749
|
|
Intangible assets, net
|
—
|
|
|
—
|
|
|
73
|
|
|
59
|
|
|
—
|
|
|
132
|
|
Total assets
|
2,819
|
|
|
7,041
|
|
|
9,031
|
|
|
6,794
|
|
|
(16,889
|
)
|
|
8,796
|
|
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, net of unamortized deferred financing costs
|
—
|
|
|
2,248
|
|
|
899
|
|
|
208
|
|
|
(769
|
)
|
|
2,586
|
|
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
|
—
|
|
|
2,307
|
|
|
1,959
|
|
|
966
|
|
|
(852
|
)
|
|
4,380
|
|
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
|
|
|
7,041
|
|
|
9,031
|
|
|
6,794
|
|
|
(16,889
|
)
|
|
8,796
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Parent
Guarantor
|
|
Issuer
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||
|
(In $ millions)
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
591
|
|
|
536
|
|
|
529
|
|
|
422
|
|
|
(1,216
|
)
|
|
862
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property, plant and equipment
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(104
|
)
|
|
—
|
|
|
(232
|
)
|
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(6
|
)
|
Proceeds from sale of businesses and assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Capital expenditures related to Kelsterbach plant relocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Capital expenditures related to Fairway Methanol LLC
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(268
|
)
|
|
—
|
|
|
(288
|
)
|
Return of capital from subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions to subsidiary
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
120
|
|
|
—
|
|
Intercompany loan receipts (disbursements)
|
—
|
|
|
(333
|
)
|
|
(33
|
)
|
|
(15
|
)
|
|
381
|
|
|
—
|
|
Other, net
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(24
|
)
|
|
—
|
|
|
(36
|
)
|
Net cash provided by (used in) investing activities
|
—
|
|
|
(333
|
)
|
|
(316
|
)
|
|
(410
|
)
|
|
501
|
|
|
(558
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings (repayments), net
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
350
|
|
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
Repayments of short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
Proceeds from long-term debt
|
—
|
|
|
15
|
|
|
406
|
|
|
—
|
|
|
(421
|
)
|
|
—
|
|
Repayments of long-term debt
|
—
|
|
|
(9
|
)
|
|
(74
|
)
|
|
(14
|
)
|
|
73
|
|
|
(24
|
)
|
Purchases of treasury stock, including related fees
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
Dividends to parent
|
—
|
|
|
(592
|
)
|
|
(624
|
)
|
|
—
|
|
|
1,216
|
|
|
—
|
|
Contributions from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
(120
|
)
|
|
—
|
|
Stock option exercises
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Series A common stock dividends
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
Return of capital to parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
Other, net
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
(12
|
)
|
Net cash provided by (used in) financing activities
|
(591
|
)
|
|
(203
|
)
|
|
(302
|
)
|
|
315
|
|
|
715
|
|
|
(66
|
)
|
Exchange rate effects on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
276
|
|
|
—
|
|
|
187
|
|
Cash and cash equivalents as of beginning of period
|
—
|
|
|
—
|
|
|
110
|
|
|
670
|
|
|
—
|
|
|
780
|
|
Cash and cash equivalents as of end of period
|
—
|
|
|
—
|
|
|
21
|
|
|
946
|
|
|
—
|
|
|
967
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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
|
|
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
|
|
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 24, 2015).
|
|
|
|
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 (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
|
|
|
|
4.7*
|
|
Fifth Supplemental Indenture, dated July 8, 2015, among Celanese US Holdings LLC, Celanese Sales U.S. Ltd. 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 (File No. 001-32410) 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 (File No. 001-32410) 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).
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.1(d)
|
|
Amendment Agreement, dated September 16, 2013, among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC, the lenders party thereto, Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent, and Deutsche Bank Securities Inc., as lead arranger and book runner (containing an Amended and Restated Credit Agreement) (incorporated by reference to Exhibit 10.5. to the Quarterly Report on Form 10-Q filed with the SEC on October 21, 2013).
|
|
|
|
10.1(e)
|
|
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 (File No. 001-32410) 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 (incorporated by reference to Exhibit 10.2(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
|
|
|
|
10.2(b)*
|
|
Joinder Agreement, dated August 1, 2015, among Celanese Sales U.S., Ltd., CE Receivables LLC, Celanese US Holdings LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator and purchaser agent, and PNC Bank, National Association, as purchaser agent.
|
|
|
|
10.2(c)
|
|
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(d)
|
|
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(e)
|
|
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 (incorporated by reference to Exhibit 10.2(d) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
|
|
|
|
10.2(f)
|
|
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 (incorporated by reference to Exhibit 10.2(e) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
|
|
|
|
10.2(g)*
|
|
Omnibus Amendment, dated as of December 1, 2015, with the effect of Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement, and Amendment No. 4 to the Receivables Purchase Agreement, among Celanese International Corporation, Celanese U.S. Sales LLC, Celanese Ltd., Ticona Polymers, Inc., Celanese Sales U.S. Ltd., CE Receivables LLC, various Conduit Purchasers, Related Committed Purchasers, LC Banks and Purchaser Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator.
|
|
|
|
10.2(h)
|
|
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).
|
|
|
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
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).
|
|
|
|
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 (File No. 001-32410) 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 (File No. 001-32410) filed with the SEC on September 13, 2010).
|
|
|
|
10.6(c)‡
|
|
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(d)‡
|
|
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(e)‡
|
|
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).
|
|
|
|
10.7‡
|
|
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).
|
Exhibit
Number
|
|
|
|
Description
|
|
|
|
|
10.7(c)‡
|
|
Form of 2013 Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 12, 2013).
|
|
|
|
10.7(d)‡
|
|
Form of 2013 Time-Vesting Restricted Stock Unit Award Agreement (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 2014-2015 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(f)‡
|
|
Form of 2014-2015 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(g)‡
|
|
Form of 2014-2015 Time-Based Restricted Stock Unit Award Agreement (for non-employee directors) (incorporated by reference to Exhibit 10.1 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 (File No. 001-32410) 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 (File No. 001-32410) 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)‡
|
|
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(d)‡
|
|
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(e)‡
|
|
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).
|
|
|
|
10.11(f)‡
|
|
Offer Letter, dated May 4, 2015, between Celanese Corporation and Patrick D. Quarles (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July 17, 2015).
|
|
|
|
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 (File No. 001-32410) 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).
|
Exhibit
Number |
|
|
|
Description
|
|
|
|
|
10.12(e)*‡
|
|
Form of 2015 Change in Control Agreement between Celanese Corporation and participant, together with a schedule identifying each of the executive officers with substantially identical agreements.
|
|
|
|
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 10.14(a) to the Annual Report on Form 10-K filed with the SEC on February 6, 2015).
|
|
|
|
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, 2015 and 2014 and for each of the years in the three year period ended December 31, 2015 for CTE Petrochemicals Company.
|
|
|
|
99.2*
|
|
Audited financial statements as of December 31, 2015 and 2014 and for each of the years in the three year period ended December 31, 2015 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 HOLDING LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
||
|
|
Name: Christopher W. Jensen
|
||
|
|
Title: President
|
|
CELANESE SALES U.S. LTD.
|
||
|
|
|
|
|
By:
|
Celanese International Corporation,
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
Name: Christopher W. Jensen
|
|
|
|
Title: Senior Vice President, Finance
|
|
WELLS FARGO BANK, NATIONAL
|
|||
|
ASSOCIATION, TRUSTEE
|
|||
|
|
|
|
|
|
By:
|
/s/ JOHN C. STOHLMANN
|
||
|
|
Name: John C. Stohlmann
|
||
|
|
Title: Vice President
|
||
|
|
|
|
|
CELANESE SALES U.S. LTD.
|
||
|
|
|
|
|
By:
|
Celanese International Corporation,
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
Name: Christopher W. Jensen
|
|
|
|
Title: Senior Vice President, Finance
|
Consented to:
|
|
|
|
|
|
|
|
CE RECEIVABLES LLC
|
|
|
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
Name: Christopher W. Jensen
|
|
|
|
Title: President
|
|
|
Acknowledged by:
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
|
|
|||
as Administrator and as a Purchaser Agent
|
|
|||
|
|
|
|
|
By:
/s/ ERIC WILLIAMS
|
|
|
|
|
Name: Eric Williams
|
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
|
|||
as a Purchaser Agent
|
|
|||
|
|
|
|
|
By:
/s/ MICHAEL BROWN
|
|
|
|
|
Name: Michael Brown
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELANESE US HOLDINGS LLC
|
|
|||
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
Name: Christopher W. Jensen
|
|
|
|
|
Title: President
|
|
|
|
|
CELANESE INTERNATIONAL
|
||
|
CORPORATION
, as the initial Servicer
|
||
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
||
|
Name: Christopher W. Jensen
|
||
|
Title: Senior Vice President, Finance
|
||
|
|
|
|
|
|
|
|
|
CELANESE U.S. SALES LLC
, as an Originator
|
||
|
|
|
|
|
By:
/s/ KEVIN OLIVER
|
||
|
Name: Kevin Oliver
|
||
|
Title: Vice President
|
||
|
|
|
|
|
|
|
|
|
CELANESE LTD.
, as an Originator
|
||
|
|
|
|
|
By: Celanese International Corporation, its general
|
||
|
partner
|
||
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
||
|
Name: Christopher W. Jensen
|
||
|
Title: Senior Vice President, Finance
|
||
|
|
|
|
|
|
|
|
|
TICONA POLYMERS, INC.
, as an Originator
|
||
|
|
|
|
|
By:
/s/ RONNIE D. BERRY
|
||
|
Name: Ronnie D. Berry
|
||
|
Title: Vice President, Global Taxes
|
||
|
|
|
|
|
|
|
|
|
CELANESE SALES U.S. LTD.
, as an Originator
|
||
|
|
|
|
|
By: Celanese International Corporation, its general
|
||
|
partner
|
||
|
|
|
|
|
By:
/s/ CHRISTOPHER W. JENSEN
|
||
|
Name: Christopher W. Jensen
|
||
|
Title: Senior Vice President, Finance
|
|
CE RECEIVABLES LLC
, as the Seller
|
||
|
|
|
|
|
By:
/s/ CHUCK B. KYRISH
|
||
|
Name: Chuck B. Kyrish
|
||
|
Title: Vice President and Assistant Treasurer
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
|
LTD., NEW YORK BRANCH
, as a Related
|
||
|
Committed Purchaser and as an LC Bank
|
||
|
|
|
|
|
By:
/s/ MARK S. CAMPBELL
|
||
|
Name: Mark S. 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
|
||
|
|
|
|
|
|
|
|
|
VICTORY RECEIVABLES CORPORATION
,
|
||
|
as a Conduit Purchaser
|
||
|
|
|
|
|
By:
/s/ DAVID V. DEANGELIS
|
||
|
Name: David D. DeAngelis
|
||
|
Title: Vice President
|
|
PNC BANK, NATIONAL ASSOCIATION
, as
|
||
|
Related Committed Purchaser and as an LC Bank
|
||
|
|
|
|
|
By:
/s/ MICHAEL BROWN
|
||
|
Name: Michael Brown
|
||
|
Title: Senior Vice President
|
||
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION
, as a
|
||
|
Purchaser Agent
|
||
|
|
|
|
|
By:
/s/ MICHAEL BROWN
|
||
|
Name: Michael Brown
|
||
|
Title: Senior Vice President
|
EXECUTIVE:
|
|
Celanese Corporation:
|
||
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
By:
|
|
|
<<NAME>>
|
|
|
|
|
Employee ID: <<Personnel Number>>
|
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Last Day of Employment (Separation Date)
. The last day of employment with the Company is [Insert Date] (the "Separation Date").
|
2.
|
Consideration
. In consideration for signing this Release and compliance with the promises made herein, Company and Executive agree:
|
3.
|
No Consideration Absent Execution of this Agreement
. Executive understands and agrees that he/she would not receive the consideration specified in Paragraph "2" above, unless the Executive signs this Agreement and General Release on the signature page without having revoked this Release pursuant to paragraph 14 below and the fulfillment of the promises contained herein.
|
4.
|
General Release of Claims
. Executive knowingly and voluntarily releases and forever discharges the Company and its Affiliates, together with its predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively, the "Released Parties"), of and from any and all claims, known and unknown, asserted and unasserted, Executive has or may have as of the date of execution of this Release to the full extent permitted by law, in all countries and jurisdictions in which the Released Parties conduct their respective business, including but not limited to the United States of America. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that the terms and conditions of any Long-Term Incentive Awards shall continue to be governed by the applicable Long-Term Incentive Award Agreements and shall not be affected by this Release.
|
|
|
|
|
5.
|
Executive acknowledges and agrees that he/she has been paid all amounts owed to Executive as compensation, whether in the form of salary, bonus, equity compensation, benefits or otherwise. The release in Section 4 of this Release includes, but is not limited to, any alleged violation of the following, as may be amended or in effect:
|
•
|
Title VII of the Civil Rights Act of 1964;
|
•
|
The Civil Rights Act of 1991;
|
•
|
Sections 1981 through 1988 of Title 42 of the United States Code;
|
•
|
The Employee Retirement Income Security Act of 1974;
|
•
|
The Immigration Reform and Control Act;
|
•
|
The Family and Medical Leave Act;
|
•
|
The Americans with Disabilities Act of 1990;
|
•
|
The Age Discrimination in Employment Act of 1967;
|
•
|
The Workers Adjustment and Retraining Notification Act;
|
•
|
The Occupational Safety and Health Act;
|
•
|
The Sarbanes-Oxley Act of 2002;
|
•
|
The Texas Commission on Human Rights Act;
|
•
|
The Texas Minimum Wage Law;
|
•
|
Equal Pay Law for Texas; and
|
•
|
The Vocational Rehabilitation Act.
|
6.
|
Affirmations
. Executive affirms that he/she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against the Released Parties in any forum or form, provided that this Release shall not affect the rights or responsibilities of the Equal Employment Opportunity Commission, or any other federal, state, or local authority with similar responsibilities (collectively, the "Commission") to enforce any employment discrimination law, and that this Release shall not shall affect the right of Executive to file a charge of discrimination with the Commission or participate in any investigation. However, Executive waives any right to participate in any payment or benefit arising from any such charge, claim, or investigation.
|
7.
|
Governing Law and Interpretation
. This Release shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event the Executive or Company breaches any provision of this Release, Executive and Company affirm that either may institute an action to specifically enforce any term or terms of this Release. Should any provision of this Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.
|
8.
|
Non-admission of Wrongdoing
. The parties agree that neither this Release nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Company of any liability or unlawful conduct of any kind.
|
9.
|
Neutral Reference
.
If contacted by another organization, the Company will only provide dates of employment and position.
|
10.
|
Non
-
Disparagement
. Executive agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Company, its reputation, its business, and/or its directors, officers and managers. Likewise the Company's senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Executive, his reputation and/or his business.
|
11.
|
Future Cooperation after Separation Date
. After separation,
Executive agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after separation of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Executive for reasonable time and expenses in connection with any future cooperation after the separation date. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the
|
12.
|
Injunctive Relief
. Executive agrees and acknowledges that the Company will be irreparably harmed by any breach, or threatened breach by him/her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, he/she agrees that in the event of a breach, or threatened breach by him/her of this Agreement the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity.
|
13.
|
Review Period
. Executive is hereby advised he/she has until [Insert Date], twenty-one (21) calendar days, to review this Release and to consult with an attorney prior to execution of this Release. Executive agrees that any modifications, material or otherwise, made to this Release do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.
|
14.
|
Revocation Period and Effective Date
. In the event that Executive elects to sign and return to the Company a copy of this Agreement, he/she has a period of seven (7) days (the "Revocation Period") following the date of such execution to revoke this Release, after which time this agreement will become effective (the "Effective Date") if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after the Executive signs this Release at which time the Revocation Period shall expire.
|
15.
|
Amendment
. This Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Release.
|
16.
|
Entire Agreement
. This Release sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Company to the Executive. Executive acknowledges that he/she has not relied on any representations, promises, or agreements of any kind made to him/her in connection with his/her decision to accept this Release, except for those set forth in this Release.
|
17.
|
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN SECTION 2 ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE/SHE HAS OR MIGHT HAVE AGAINST COMPANY.
|
EXECUTIVE:
|
|
Celanese Corporation:
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
|
(In $ millions, except ratios)
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||
Pre-tax income from continuing operations before adjustment for noncontrolling interest
|
488
|
|
|
941
|
|
|
1,609
|
|
|
321
|
|
|
467
|
|
Subtract
|
|
|
|
|
|
|
|
|
|
|||||
Equity in net earnings of affiliates
|
(181
|
)
|
|
(246
|
)
|
|
(180
|
)
|
|
(242
|
)
|
|
(192
|
)
|
Add
|
|
|
|
|
|
|
|
|
|
|||||
Net (earnings) loss attributable to non-controlling interests
|
19
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income distributions from equity investments
|
176
|
|
|
148
|
|
|
141
|
|
|
262
|
|
|
205
|
|
Amortization of capitalized interest
|
5
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
2
|
|
Total fixed charges
|
185
|
|
|
217
|
|
|
234
|
|
|
247
|
|
|
283
|
|
Total earnings as defined before fixed charges
|
692
|
|
|
1,067
|
|
|
1,807
|
|
|
590
|
|
|
765
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
119
|
|
|
147
|
|
|
172
|
|
|
185
|
|
|
221
|
|
Capitalized interest
|
15
|
|
|
16
|
|
|
9
|
|
|
7
|
|
|
4
|
|
Estimated interest portion of rent expense
|
51
|
|
|
54
|
|
|
53
|
|
|
55
|
|
|
58
|
|
Cumulative preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Guaranteed payment to minority shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total fixed charges
|
185
|
|
|
217
|
|
|
234
|
|
|
247
|
|
|
283
|
|
Ratio of earnings to fixed charges
|
3.7x
|
|
4.9x
|
|
7.7x
|
|
2.4x
|
|
2.7x
|
Name of Company
|
|
Jurisdiction
|
Aggregate Ownership of more than 50% (100% aggregate ownership unless otherwise indicated)
|
|
|
1776461 Canada Inc.
|
|
Canada
|
Acetex Chimie S.A.S.
|
|
France
|
Acetex (Cyprus) Ltd.
|
|
Cyprus
|
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 Europe Holdings LLC
|
|
Delaware
|
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 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 Ibérica S.L
|
|
Spain
|
Celanese Chemicals Inc.
|
|
Delaware
|
Celanese Chemicals India Private Ltd
|
|
India
|
Celanese Chemicals S.A. (Pty) Ltd.
|
|
South Africa
|
Celanese Comercial S. de R.L. de C.V.
|
|
Mexico
|
Celanese C.V.
|
|
Netherlands
|
Celanese Deutschland Holding GmbH
|
|
Germany
|
Celanese do Brasil Ltda.
|
|
Brazil
|
Celanese Emulsions Ltd.
|
|
United Kingdom
|
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 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 IP Germany GmbH
|
|
Germany
|
Celanese IP Hungary Bt.
|
|
Hungary
|
Celanese Japan Limited
|
|
Japan
|
Celanese Korea Ltd.
|
|
Korea
|
Celanese Ltd.
|
|
Texas
|
Celanese Luxembourg S.à r.l.
|
|
Luxembourg
|
Celanese Mexico Holdings LLC
|
|
Delaware
|
Celanese Netherlands Holdings C.V.
|
|
Netherlands
|
Celanese Production Belgium BVBA
|
|
Belgium
|
Celanese Production Germany GmbH & Co. KG
|
|
Germany
|
Celanese Production Netherlands B.V.
|
|
Netherlands
|
Celanese Production Sweden AB
|
|
Sweden
|
Celanese Property Germany GmbH & Co. KG
|
|
Germany
|
Celanese PTE. LTD.
|
|
Singapore
|
Celanese S.A.
|
|
Argentina
|
Celanese Sales Austria GmbH
|
|
Austria
|
Celanese Sales Czech Republic s.r.o.
|
|
Czech Republic
|
Celanese Sales France S.A.S.
|
|
France
|
Celanese Sales Germany GmbH
|
|
Germany
|
Celanese Sales Italy S.r.l.
|
|
Italy
|
Celanese Sales Netherlands B.V.
|
|
Netherlands
|
Celanese Sales Rus gAG
|
|
Russia
|
Celanese Sales UK Limited
|
|
United Kingdom
|
Celanese Sales U.S. Ltd.
|
|
Texas
|
Celanese Services UK Limited
|
|
United Kingdom
|
Celanese Singapore PTE. Ltd.
|
|
Singapore
|
Celanese Singapore VAM PTE. LTD.
|
|
Singapore
|
Celanese Singapore Emulsions PTE. LTD.
|
|
Singapore
|
Celanese (Thailand) Limited
|
|
Thailand
|
Celanese US Holdings LLC
|
|
Delaware
|
Celtran, Inc.
|
|
Delaware
|
Celwood Insurance Company
|
|
Vermont
|
CNA Holdings LLC
|
|
Delaware
|
Edmonton Methanol Company
|
|
Canada
|
Elwood C.V.
|
|
Netherlands
|
Elwood 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
|
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 Fortron Inc.
|
|
Delaware
|
Ticona Industrial Co. Ltd.
|
|
Korea
|
Ticona Korea Ltd.
|
|
Korea
|
Ticona LLC
|
|
Delaware
|
Ticona Polymers, Inc.
|
|
Delaware
|
Ticona Polymers Ltda.
|
|
Brazil
|
Tydeus Erste Vermögensverwaltungs GmbH
|
|
Germany
|
Tydeus Zweite Vermögensverwaltungs GmbH
|
|
Germany
|
|
|
|
Aggregate Ownership of 50% or less
|
|
|
CTE Petrochemicals Co.
1
|
|
Cayman Islands
|
Fairway Methanol LLC
1
|
|
Delaware
|
Fortron Industries, LLC
1
|
|
North Carolina
|
InfraServ GmbH & Co. Gendorf KG
2
|
|
Germany
|
Infraserv GmbH & Co. Hoechst KG
3
|
|
Germany
|
InfraServ GmbH & Co. Knapsack KG
4
|
|
Germany
|
InfraServ GmbH & Co. Wiesbaden KG
5
|
|
Germany
|
Korea Engineering Plastics Co., Ltd.
1
|
|
Korea
|
Kunming Cellulose Fibers Company, Limited
6
|
|
China
|
National Methanol Company
7
|
|
Saudi Arabia
|
Nantong Cellulose Fibers Company, Limited
8
|
|
China
|
Polyplastics Company, Ltd.
9
|
|
Japan
|
Zhuhai Cellulose Fibers Company, Limited
6
|
|
China
|
1
|
|
Aggregate ownership is 50.00%
|
|
|
|
|
|
2
|
|
Aggregate ownership is 32.43%
|
|
|
|
|
|
3
|
|
Aggregate ownership is 39.00%
|
|
|
|
|
|
4
|
|
Aggregate ownership is 27.00%
|
|
|
|
|
|
5
|
|
Aggregate ownership is 7.90%
|
|
|
|
|
|
6
|
|
Aggregate ownership is 30.00%
|
|
|
|
|
|
7
|
|
Aggregate ownership is 25.00%
|
|
|
|
|
|
8
|
|
Aggregate ownership is 30.68%
|
|
|
|
|
|
9
|
|
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 5, 2016
|
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Chief Financial Officer
|
|
|
Date: February 5, 2016
|
|
|
/s/ MARK C. ROHR
|
|
|
|
|
|
Mark C. Rohr
|
|
|
Chairman of the Board of Directors and
|
|
|
Chief Executive Officer
|
|
|
Date: February 5, 2016
|
|
|
/s/ CHRISTOPHER W. JENSEN
|
|
|
|
|
|
Christopher W. Jensen
|
|
|
Senior Vice President, Finance and
|
|
|
Chief Financial Officer
|
|
|
Date: February 5, 2016
|
|
PAGE
|
Independent Auditor's Report
|
|
Statements of Operations for the years ended December 31, 2015, 2014 and 2013
|
|
Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
|
|
Balance Sheets as of December 31, 2015 and 2014
|
|
Statements of Partners' Capital for the years ended December 31, 2015, 2014 and 2013
|
|
Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Notes to Financial Statements
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In $ thousands)
|
||||||||||
Equity in net earnings of Ibn Sina
|
$
|
143,140
|
|
|
$
|
234,842
|
|
|
$
|
214,704
|
|
Administrative expenses
|
(53
|
)
|
|
(47
|
)
|
|
(45
|
)
|
|||
Withholding tax expense
|
(8,847
|
)
|
|
(12,130
|
)
|
|
(10,320
|
)
|
|||
Net earnings
|
$
|
134,240
|
|
|
$
|
222,665
|
|
|
$
|
204,339
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In $ thousands)
|
||||||||||
Net earnings
|
$
|
134,240
|
|
|
$
|
222,665
|
|
|
$
|
204,339
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Pension and postretirement benefits
|
1,171
|
|
|
(561
|
)
|
|
(300
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
1,171
|
|
|
(561
|
)
|
|
(300
|
)
|
|||
Total comprehensive income, net of tax
|
$
|
135,411
|
|
|
$
|
222,104
|
|
|
$
|
204,039
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In $ thousands)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
64
|
|
|
$
|
23,083
|
|
Total current assets
|
64
|
|
|
23,083
|
|
||
|
|
|
|
||||
Investment in Ibn Sina
|
123,451
|
|
|
156,079
|
|
||
|
|
|
|
||||
Total assets
|
$
|
123,515
|
|
|
$
|
179,162
|
|
|
|
|
|
||||
Liabilities and Partners' Capital
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accrued liabilities
|
$
|
48
|
|
|
$
|
45
|
|
Total current liabilities
|
48
|
|
|
45
|
|
||
|
|
|
|
||||
Partners' capital
|
123,467
|
|
|
179,117
|
|
||
|
|
|
|
||||
Total liabilities and partners' capital
|
$
|
123,515
|
|
|
$
|
179,162
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
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
|
$
|
62,289
|
|
$
|
125,781
|
|
$
|
188,070
|
|
|
$
|
77,713
|
|
$
|
95,125
|
|
$
|
172,838
|
|
|
$
|
78,703
|
|
$
|
85,448
|
|
$
|
164,151
|
|
Net earnings
|
67,120
|
|
67,120
|
|
134,240
|
|
|
111,332
|
|
111,333
|
|
222,665
|
|
|
102,170
|
|
102,169
|
|
204,339
|
|
|||||||||
Net dividends
|
(98,987
|
)
|
(92,074
|
)
|
(191,061
|
)
|
|
(126,756
|
)
|
(80,677
|
)
|
(207,433
|
)
|
|
(103,160
|
)
|
(92,492
|
)
|
(195,652
|
)
|
|||||||||
Balance as of the end of the year
|
30,422
|
|
100,827
|
|
131,249
|
|
|
62,289
|
|
125,781
|
|
188,070
|
|
|
77,713
|
|
95,125
|
|
172,838
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of the beginning of the year
|
(4,476
|
)
|
(4,477
|
)
|
(8,953
|
)
|
|
(4,196
|
)
|
(4,196
|
)
|
(8,392
|
)
|
|
(4,046
|
)
|
(4,046
|
)
|
(8,092
|
)
|
|||||||||
Pension and postretirement benefits
|
585
|
|
586
|
|
1,171
|
|
|
(280
|
)
|
(281
|
)
|
(561
|
)
|
|
(150
|
)
|
(150
|
)
|
(300
|
)
|
|||||||||
Balance as of the end of the year
|
(3,891
|
)
|
(3,891
|
)
|
(7,782
|
)
|
|
(4,476
|
)
|
(4,477
|
)
|
(8,953
|
)
|
|
(4,196
|
)
|
(4,196
|
)
|
(8,392
|
)
|
|||||||||
Total Partners' Capital
|
$
|
26,531
|
|
$
|
96,936
|
|
$
|
123,467
|
|
|
$
|
57,813
|
|
$
|
121,304
|
|
$
|
179,117
|
|
|
$
|
73,517
|
|
$
|
90,929
|
|
$
|
164,446
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In $ thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
134,240
|
|
|
$
|
222,665
|
|
|
$
|
204,339
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net earnings of Ibn Sina
|
(143,140
|
)
|
|
(234,842
|
)
|
|
(214,704
|
)
|
|||
Dividends received
|
176,939
|
|
|
242,395
|
|
|
206,259
|
|
|||
Accrued liabilities
|
3
|
|
|
—
|
|
|
(15
|
)
|
|||
Net cash provided by operating activities
|
168,042
|
|
|
230,218
|
|
|
195,879
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Dividends paid
|
(191,061
|
)
|
|
(207,433
|
)
|
|
(195,652
|
)
|
|||
Net cash used in financing activities
|
(191,061
|
)
|
|
(207,433
|
)
|
|
(195,652
|
)
|
|||
Net change in cash
|
(23,019
|
)
|
|
22,785
|
|
|
227
|
|
|||
Cash at beginning of year
|
23,083
|
|
|
298
|
|
|
71
|
|
|||
Cash at end of year
|
$
|
64
|
|
|
$
|
23,083
|
|
|
$
|
298
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In $ thousands)
|
||||||||||
Total Assets
|
$
|
738,011
|
|
|
$
|
609,302
|
|
|
$
|
551,865
|
|
Debt
|
269,495
|
|
|
41,656
|
|
|
—
|
|
|||
Total Liabilities
|
504,046
|
|
|
297,242
|
|
|
231,849
|
|
|||
Net Sales
|
763,110
|
|
|
1,267,285
|
|
|
1,179,823
|
|
|||
Operating Income
|
356,802
|
|
|
581,707
|
|
|
541,741
|
|
|||
Net Income
|
318,087
|
|
|
518,575
|
|
|
479,945
|
|
INDEX
|
PAGE
|
Independent Auditor's Report
|
|
Balance Sheets as of December 31, 2015 and 2014
|
|
Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Statements of Partners' Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Notes to the Financial Statements
|
|
|
|
|
|
|
|||||||
|
|
|
2015
|
|
|
2014
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
3
|
|
120,061
|
|
|
114,225
|
|
Receivable from related parties
|
16
|
|
230,763
|
|
|
470,520
|
|
Inventories
|
4
|
|
110,156
|
|
|
77,808
|
|
Other receivables and prepayments
|
5
|
|
89,001
|
|
|
71,209
|
|
Total current assets
|
|
|
549,981
|
|
|
733,762
|
|
Noncurrent assets
|
|
|
|
|
|
||
Property, plant and equipment
|
6
|
|
2,211,411
|
|
|
1,522,316
|
|
Intangible assets
|
7
|
|
12,045
|
|
|
6,305
|
|
Other noncurrent assets
|
8
|
|
16,809
|
|
|
10,212
|
|
Total noncurrent assets
|
|
|
2,240,265
|
|
|
1,538,833
|
|
Total assets
|
|
|
2,790,246
|
|
|
2,272,595
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
10
|
|
112,902
|
|
|
163,541
|
|
Accrued and other current liabilities
|
11
|
|
473,112
|
|
|
522,816
|
|
Total current liabilities
|
|
|
586,014
|
|
|
686,357
|
|
Noncurrent liabilities
|
|
|
|
|
|
||
Long-term loans
|
12
|
|
1,010,608
|
|
|
156,210
|
|
Other noncurrent liabilities
|
13
|
|
133,568
|
|
|
127,691
|
|
Total noncurrent liabilities
|
|
|
1,144,176
|
|
|
283,901
|
|
Total liabilities
|
|
|
1,730,190
|
|
|
970,258
|
|
Partners' equity
|
|
|
|
|
|
||
Share capital
|
1
|
|
558,000
|
|
|
558,000
|
|
Statutory reserve
|
19
|
|
279,000
|
|
|
279,000
|
|
Retained earnings
|
|
|
223,056
|
|
|
465,337
|
|
Total partners' equity
|
|
|
1,060,056
|
|
|
1,302,337
|
|
Total liabilities and partners' equity
|
|
|
2,790,246
|
|
|
2,272,595
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Sales
|
16
|
|
2,861,661
|
|
|
4,752,320
|
|
|
4,424,335
|
|
Cost of sales
|
16
|
|
(1,437,933
|
)
|
|
(2,521,740
|
)
|
|
(2,344,509
|
)
|
Gross profit
|
|
|
1,423,728
|
|
|
2,230,580
|
|
|
2,079,826
|
|
General and administrative expenses
|
15, 16
|
|
(20,694
|
)
|
|
(25,087
|
)
|
|
(26,469
|
)
|
Distribution expenses
|
|
|
—
|
|
|
(9
|
)
|
|
(371
|
)
|
Operating income
|
|
|
1,403,034
|
|
|
2,205,484
|
|
|
2,052,986
|
|
Financial charges
|
|
|
(13
|
)
|
|
(22
|
)
|
|
(21
|
)
|
Other income, net
|
|
|
11,437
|
|
|
9,757
|
|
|
8,192
|
|
Net income
|
|
|
1,414,458
|
|
|
2,215,219
|
|
|
2,061,157
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Operating Activities
|
|
|
|
|
|
|||
Net income
|
1,414,458
|
|
|
2,215,219
|
|
|
2,061,157
|
|
Adjustments for:
|
|
|
|
|
|
|||
Provision for obsolete inventories
|
—
|
|
|
6,926
|
|
|
337
|
|
Depreciation
|
100,930
|
|
|
120,950
|
|
|
157,576
|
|
Loss on write-off of property, plant and equipment
|
—
|
|
|
54
|
|
|
91
|
|
Amortization of intangible assets
|
1,801
|
|
|
2,034
|
|
|
2,873
|
|
Amortization of transaction costs
|
1,148
|
|
|
861
|
|
|
—
|
|
End-of-service indemnities
|
14,769
|
|
|
16,913
|
|
|
15,234
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Receivable from related parties
|
239,757
|
|
|
112,700
|
|
|
(29,080
|
)
|
Inventories
|
(32,348
|
)
|
|
131,606
|
|
|
23,347
|
|
Other receivables and prepayments
|
(17,792
|
)
|
|
6,338
|
|
|
(11,680
|
)
|
Accounts payable
|
(50,639
|
)
|
|
101,387
|
|
|
(8,763
|
)
|
Accrued and other current liabilities
|
13,139
|
|
|
(88,954
|
)
|
|
67,486
|
|
Other liabilities
|
(1,408
|
)
|
|
(223
|
)
|
|
(334
|
)
|
End-of-service indemnities paid
|
(7,485
|
)
|
|
(7,574
|
)
|
|
(18,005
|
)
|
Zakat and income tax paid
|
(224,025
|
)
|
|
(205,465
|
)
|
|
(313,300
|
)
|
Net cash generated from operating activities
|
1,452,305
|
|
|
2,412,772
|
|
|
1,946,939
|
|
Investing Activities
|
|
|
|
|
|
|||
Additions to property, plant and equipment, net
|
(800,424
|
)
|
|
(588,603
|
)
|
|
(464,684
|
)
|
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
205
|
|
Additions to intangible assets
|
(7,541
|
)
|
|
—
|
|
|
(9,045
|
)
|
Other noncurrent assets
|
3,803
|
|
|
2,310
|
|
|
4,881
|
|
Net cash used in investing activities
|
(804,162
|
)
|
|
(586,293
|
)
|
|
(468,643
|
)
|
Financing Activities
|
|
|
|
|
|
|||
Long-term loan net of transaction cost
|
853,250
|
|
|
155,349
|
|
|
—
|
|
Dividends paid net of zakat and income tax
|
(1,495,557
|
)
|
|
(1,969,755
|
)
|
|
(1,795,487
|
)
|
Net cash used in financing activities
|
(642,307
|
)
|
|
(1,814,406
|
)
|
|
(1,795,487
|
)
|
Net increase/(decrease) in cash and cash equivalents
|
5,836
|
|
|
12,073
|
|
|
(317,191
|
)
|
Cash and cash equivalents, January 1
|
114,225
|
|
|
102,152
|
|
|
419,343
|
|
Cash and cash equivalents, December 31
|
120,061
|
|
|
114,225
|
|
|
102,152
|
|
|
|
|
|
|
|
|
|
Saudi
Basic
Industries
Corporation
|
|
|
CTE
Petrochemicals
Company
|
|
|
Total
|
|
|
Notes
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Share capital
|
|
|
|
|
|
|
|
|||
December 31, 2015, 2014 and 2013
|
1
|
|
279,000
|
|
|
279,000
|
|
|
558,000
|
|
Statutory reserve
|
|
|
|
|
|
|
|
|||
December 31, 2015, 2014 and 2013
|
19
|
|
139,500
|
|
|
139,500
|
|
|
279,000
|
|
Retained earnings
|
|
|
|
|
|
|
|
|||
January 1, 2013
|
|
|
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
|
|
Net income for the year
|
|
|
707,229
|
|
|
707,229
|
|
|
1,414,458
|
|
Zakat and income tax for the year
|
14
|
|
(18,666
|
)
|
|
(142,516
|
)
|
|
(161,182
|
)
|
Amounts withheld from partners towards zakat and income tax
|
|
|
—
|
|
|
131,647
|
|
|
131,647
|
|
Dividends related to the year 2014, net
|
|
|
(251,253
|
)
|
|
(214,387
|
)
|
|
(465,640
|
)
|
Dividends related to the current year
|
|
|
(580,782
|
)
|
|
(580,782
|
)
|
|
(1,161,564
|
)
|
December 31, 2015
|
|
|
107,639
|
|
|
115,417
|
|
|
223,056
|
|
Total partners' equity
|
|
|
|
|
|
|
|
|||
December 31, 2015
|
|
|
526,139
|
|
|
533,917
|
|
|
1,060,056
|
|
December 31, 2014
|
|
|
669,611
|
|
|
632,726
|
|
|
1,302,337
|
|
December 31, 2013
|
|
|
651,090
|
|
|
658,053
|
|
|
1,309,143
|
|
|
Years
|
|
Buildings
|
33
|
|
Plant and equipment
|
5-20
|
|
Catalyst
|
1-6
|
|
Furniture, fixtures and vehicles
|
4-10
|
|
•
|
Employee Home Ownership ("HOP") Costs
|
•
|
Software Development costs
|
•
|
Shared Services Organization ("SSO") Costs
|
|
2015
|
|
|
2014
|
|
|
SR
000
|
|
|
SR 000
|
|
Cash and bank balances
|
120,061
|
|
|
27,225
|
|
Time deposits
|
—
|
|
|
87,000
|
|
|
120,061
|
|
|
114,225
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
Finished goods
|
68,832
|
|
|
42,471
|
|
Raw materials
|
1,525
|
|
|
1,305
|
|
Spare parts and supplies
|
36,863
|
|
|
32,487
|
|
Goods in transit
|
2,936
|
|
|
1,545
|
|
|
110,156
|
|
|
77,808
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
Advances to related parties (note 16)
|
36,051
|
|
|
23,566
|
|
Prepayments
|
20,577
|
|
|
17,581
|
|
Others
|
32,373
|
|
|
30,062
|
|
|
89,001
|
|
|
71,209
|
|
|
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, 2015
|
316,329
|
|
|
2,801,547
|
|
|
234,845
|
|
|
90,905
|
|
|
991,226
|
|
|
4,434,852
|
|
Additions
|
626
|
|
|
30,510
|
|
|
—
|
|
|
2,440
|
|
|
766,995
|
|
|
800,571
|
|
Transfers
|
—
|
|
|
61,156
|
|
|
36
|
|
|
4,755
|
|
|
(76,348
|
)
|
|
(10,401
|
)
|
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
December 31, 2015
|
316,955
|
|
|
2,893,213
|
|
|
234,881
|
|
|
97,860
|
|
|
1,681,873
|
|
|
5,224,782
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2015
|
252,179
|
|
|
2,415,687
|
|
|
161,393
|
|
|
83,277
|
|
|
—
|
|
|
2,912,536
|
|
Charge for year
|
9,012
|
|
|
83,622
|
|
|
5,641
|
|
|
2,655
|
|
|
—
|
|
|
100,930
|
|
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(95
|
)
|
December 31, 2015
|
261,191
|
|
|
2,499,309
|
|
|
167,034
|
|
|
85,837
|
|
|
—
|
|
|
3,013,371
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2015
|
55,764
|
|
|
393,904
|
|
|
67,847
|
|
|
12,023
|
|
|
1,681,873
|
|
|
2,211,411
|
|
|
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
|
|
|
2,722,480
|
|
|
230,758
|
|
|
90,455
|
|
|
491,004
|
|
|
3,846,378
|
|
Additions
|
6
|
|
|
26,301
|
|
|
2,413
|
|
|
410
|
|
|
559,564
|
|
|
588,694
|
|
Transfers
|
4,642
|
|
|
52,774
|
|
|
1,886
|
|
|
40
|
|
|
(59,342
|
)
|
|
—
|
|
Disposals
|
—
|
|
|
(8
|
)
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
December 31, 2014
|
316,329
|
|
|
2,801,547
|
|
|
234,845
|
|
|
90,905
|
|
|
991,226
|
|
|
4,434,852
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 1, 2014
|
243,235
|
|
|
2,312,906
|
|
|
154,084
|
|
|
81,436
|
|
|
—
|
|
|
2,791,661
|
|
Charge for year
|
8,944
|
|
|
102,781
|
|
|
7,384
|
|
|
1,841
|
|
|
—
|
|
|
120,950
|
|
Disposals
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
December 31, 2014
|
252,179
|
|
|
2,415,687
|
|
|
161,393
|
|
|
83,277
|
|
|
—
|
|
|
2,912,536
|
|
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
64,150
|
|
|
385,860
|
|
|
73,452
|
|
|
7,628
|
|
|
991,226
|
|
|
1,522,316
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
|
(cumulative)
|
|
|
(cumulative)
|
|
Total cost incurred for the shared power project
|
466,519
|
|
|
410,244
|
|
Less: provisional share of the parties
|
(356,366
|
)
|
|
(313,289
|
)
|
Total cost attributable to the Company
|
110,153
|
|
|
96,955
|
|
|
|
|
|
||
Share attributable to the POM project under construction
|
75,869
|
|
|
67,130
|
|
|
|
|
|
||
Share attributable to existing Methanol and MTBE plants
|
34,284
|
|
|
29,825
|
|
|
Software
development
costs
|
|
|
SSO
costs
|
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|||
January 1, 2015
|
18,963
|
|
|
9,045
|
|
|
28,008
|
|
Additions
|
—
|
|
|
7,541
|
|
|
7,541
|
|
December 31, 2015
|
18,963
|
|
|
16,586
|
|
|
35,549
|
|
Accumulated Amortization
|
|
|
|
|
|
|||
January 1, 2015
|
18,952
|
|
|
2,751
|
|
|
21,703
|
|
Charge for the year
|
11
|
|
|
1,790
|
|
|
1,801
|
|
December 31, 2015
|
18,963
|
|
|
4,541
|
|
|
23,504
|
|
Net book value
|
|
|
|
|
|
|||
December 31, 2015
|
—
|
|
|
12,045
|
|
|
12,045
|
|
|
Software
development
costs
|
|
|
SSO
costs |
|
|
Total
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Cost
|
|
|
|
|
|
|||
January 1, 2014
|
18,963
|
|
|
9,045
|
|
|
28,008
|
|
December 31, 2014
|
18,963
|
|
|
9,045
|
|
|
28,008
|
|
Accumulated Amortization
|
|
|
|
|
|
|||
January 1, 2014
|
18,768
|
|
|
901
|
|
|
19,669
|
|
Charge for the year
|
184
|
|
|
1,850
|
|
|
2,034
|
|
December 31, 2014
|
18,952
|
|
|
2,751
|
|
|
21,703
|
|
Net book value
|
|
|
|
|
|
|||
December 31, 2014
|
11
|
|
|
6,294
|
|
|
6,305
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee home ownership receivables
|
14,870
|
|
|
9,011
|
|
Others
|
1,939
|
|
|
1,201
|
|
|
16,809
|
|
|
10,212
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
Trade accounts payable
|
75,843
|
|
|
133,796
|
|
Due to related parties (note 16)
|
37,059
|
|
|
29,745
|
|
|
112,902
|
|
|
163,541
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
Suppliers' accruals (note 16)
|
414,186
|
|
|
404,184
|
|
Technology and innovation costs (note 15, 16)
|
793
|
|
|
1,566
|
|
Zakat and income tax (note 14)
|
28,465
|
|
|
91,308
|
|
Withholding tax
|
7,815
|
|
|
10,563
|
|
Others
|
21,853
|
|
|
15,195
|
|
|
473,112
|
|
|
522,816
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
End-of-service indemnities
|
120,299
|
|
|
113,015
|
|
Employees' saving plan (note 18)
|
9,468
|
|
|
10,248
|
|
Other deferred credits
|
3,801
|
|
|
4,428
|
|
|
133,568
|
|
|
127,691
|
|
|
2015
|
|
|
2014
|
|
|
SR 000
|
|
|
SR 000
|
|
January 1
|
113,015
|
|
|
103,676
|
|
Additional provision for the year
|
14,769
|
|
|
16,913
|
|
Utilization of provision
|
(7,485
|
)
|
|
(7,574
|
)
|
December 31
|
120,299
|
|
|
113,015
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Noncurrent assets
|
2,240,265
|
|
|
1,538,833
|
|
|
1,075,578
|
|
Spare parts and supplies
|
36,862
|
|
|
32,487
|
|
|
56,137
|
|
Noncurrent liabilities
|
1,144,176
|
|
|
283,901
|
|
|
118,575
|
|
Opening partners' equity
|
1,302,337
|
|
|
1,309,143
|
|
|
1,283,401
|
|
Dividends paid
|
1,495,557
|
|
|
1,969,755
|
|
|
1,795,487
|
|
Net income
|
1,414,458
|
|
|
2,215,219
|
|
|
2,061,157
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat
|
|
|
|
|
|
|||
January 1
|
27,757
|
|
|
26,278
|
|
|
33,043
|
|
Provision for the year
|
18,667
|
|
|
27,757
|
|
|
26,278
|
|
(Over)/under provision for the prior year
|
(1
|
)
|
|
1,330
|
|
|
(134
|
)
|
Payments during the year
|
(27,756
|
)
|
|
(27,608
|
)
|
|
(32,909
|
)
|
December 31
|
18,667
|
|
|
27,757
|
|
|
26,278
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Income Tax
|
|
|
|
|
|
|||
January 1
|
63,551
|
|
|
18,225
|
|
|
84,832
|
|
Provision for the year
|
141,445
|
|
|
222,060
|
|
|
210,222
|
|
Under provision for the prior year
|
1,071
|
|
|
1,123
|
|
|
3,562
|
|
Payments during the year
|
(196,269
|
)
|
|
(177,857
|
)
|
|
(280,391
|
)
|
December 31
|
9,798
|
|
|
63,551
|
|
|
18,225
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Zakat for the current year
|
18,667
|
|
|
27,757
|
|
|
26,278
|
|
(Over)/under provision of zakat for the prior year
|
(1
|
)
|
|
1,330
|
|
|
(134
|
)
|
Income tax for the current year
|
141,445
|
|
|
222,060
|
|
|
210,222
|
|
Under provision of income tax for the prior year
|
1,071
|
|
|
1,123
|
|
|
3,562
|
|
Charged to retained earnings
|
161,182
|
|
|
252,270
|
|
|
239,928
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Employee benefits
|
8,310
|
|
|
11,189
|
|
|
11,875
|
|
Technology and innovation (note 16)
|
8,626
|
|
|
10,163
|
|
|
10,043
|
|
Depreciation
|
580
|
|
|
404
|
|
|
369
|
|
Other
|
3,178
|
|
|
3,331
|
|
|
4,182
|
|
|
20,694
|
|
|
25,087
|
|
|
26,469
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
SABIC - for technology and innovation services
|
8,626
|
|
|
10,163
|
|
|
10,043
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Charges under operating leases recognized as an expense during the year
|
9,124
|
|
|
5,901
|
|
|
10,854
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Commitments for acquisition of property, plant and equipment
|
308,692
|
|
|
998,048
|
|
|
1,673,499
|
|
(a)
|
Reconciliation of Net Income
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Net Income Under Saudi GAAP
|
1,414,458
|
|
|
2,215,219
|
|
|
2,061,157
|
|
Adjustments:
|
|
|
|
|
|
|||
(i) Zakat and income tax
|
(161,182
|
)
|
|
(252,270
|
)
|
|
(239,928
|
)
|
(ii) Deferred tax
|
4,577
|
|
|
12,310
|
|
|
(835
|
)
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(26,559
|
)
|
|
(15,396
|
)
|
|
(14,533
|
)
|
(iv) Pre-operating cost
|
(37,311
|
)
|
|
(15,611
|
)
|
|
(8,896
|
)
|
(v) Other
|
(1,158
|
)
|
|
405
|
|
|
2,829
|
|
Net Income Under US GAAP
|
1,192,825
|
|
|
1,944,657
|
|
|
1,799,794
|
|
(b)
|
Reconciliation of Partners' Equity
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
SR 000
|
|
|
SR 000
|
|
|
SR 000
|
|
Partners' Equity Under Saudi GAAP
|
1,060,056
|
|
|
1,302,337
|
|
|
1,309,143
|
|
(ii) Deferred tax
|
39,130
|
|
|
34,553
|
|
|
22,243
|
|
(iii) Actuarial valuation adjustments for end of service indemnities
|
(152,864
|
)
|
|
(136,183
|
)
|
|
(116,052
|
)
|
(iv) Pre-operating cost
|
(65,382
|
)
|
|
(28,071
|
)
|
|
(12,460
|
)
|
(v) Other
|
(3,568
|
)
|
|
(2,410
|
)
|
|
(2,815
|
)
|
Partners' Equity Under US GAAP
|
877,372
|
|
|
1,170,226
|
|
|
1,200,059
|
|
(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)
|
Pre-Operating Cost
|
(v)
|
Other
|