# Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

þ ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# FOR	THE	FISCAL	YEAR	ENDED	DECEMBER	31,	2009

o TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

(Commission	File	Number)

# CELANESE	CORPORATION

(Exact	Name	of	Registrant	as	Specified	in	its	Charter)

Delaware

(State	or	Other	Jurisdiction	of Incorporation	or	Organization)

1601	West	LBJ	Freeway,	Dallas,	TX

(Address	of	Principal	Executive	Offices)

(Registrant's	telephone	number,	including	area	code)

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act

# Title	of	Each	Class

Series	A	Common	Stock,	par	value	$0.0001	per	share

4.25%	Convertible	Perpetual	Preferred	Stock,	par	value	$0.01	per	share

(liquidation	preference	$25.00	per	share)

(I.R.S.	Employer Identification	No.)

(Zip	Code)

# Name	of	Each	Exchange

on	Which	Registered

New	York	Stock	Exchange

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.		Yes	þ					No	o

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.		Yes	o					No	þ

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding 12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past 90	days.		Yes	þ					No	o

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be	submitted	and posted	pursuant	to	Rule	405	of	Regulation	S-T	(§	232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit and	post	such	files).		Yes	þ					No	o

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best	of	the	registrant's knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.		o

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the	definitions	of	"large accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12-b2	of	the	Act).		Yes	o					No	þ

The	aggregate	market	value	of	the	registrant's	Series	A	Common	Stock	held	by	non-affiliates	as	of	June	30,	2009	(the	last	business	day	of	the	registrants'	most	recently completed	second	fiscal	quarter)	was	$3,393,984,918.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Certain	portions	of	the	registrant's	Definitive	Proxy	Statement	relating	to	the	2010	annual	meeting	of	shareholders,	to	be	filed	with	the	Securities	and	Exchange	Commission,	are incorporated	by	reference	into	Part	III.

|  |  | Page |
| :--- | :--- | :--- |
| Special\tNote\tRegarding\tForward-Looking\tStatements |  | 3 |
|  | PART\tI |  |
| Item\t1. | Business | 3 |
| Item\t1A. | Risk\tFactors | 18 |
| Item\t1B. | Unresolved\tStaff\tComments | 28 |
| Item\t2. | Properties | 29 |
| Item\t3. | Legal\tProceedings | 31 |
| Item\t4. | Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | 31 |
|  | PART\tII |  |
| Item\t5. | Market\tfor\tthe\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity |  |
|  | Securities | 32 |
| Item\t6. | Selected\tFinancial\tData | 35 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 37 |
| Item\t7A. | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 62 |
| Item\t8. | Financial\tStatements\tand\tSupplementary\tData | 64 |
| Item\t9. | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 66 |
| Item\t9A. | Controls\tand\tProcedures | 66 |
| Item\t9B. | Other\tInformation | 68 |
|  | PART\tIII |  |
| Item\t10. | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | 68 |
| Item\t11. | Executive\tCompensation | 68 |
| Item\t12. | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 68 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 68 |
| Item\t14. | Principal\tAccounting\tFees\tand\tServices | 68 |
|  | PART\tIV |  |
| Item\t15. | Exhibits\tand\tFinancial\tStatement\tSchedule | 68 |

	EX-101	INSTANCE	DOCUMENT

	EX-101	SCHEMA	DOCUMENT

	EX-101	CALCULATION	LINKBASE	DOCUMENT

	EX-101	LABELS	LINKBASE	DOCUMENT

	EX-101	PRESENTATION	LINKBASE	DOCUMENT

	EX-101	DEFINITION	LINKBASE	DOCUMENT

# Special	Note	Regarding	Forward-Looking	Statements

Certain	statements	in	this	Annual	Report	or	in	other	materials	we	have	filed	or	will	file	with	the	Securities	and	Exchange	Commission	("SEC"),	as well	as	information	included	in	oral	statements	or	other	written	statements	made	or	to	be	made	by	us,	are	forward-looking	in	nature	as	defined	in Section	27A	of	the	Securities	Act	of	1933,	Section	21E	of	the	Securities	Exchange	Act	of	1934,	and	the	Private	Securities	Litigation	Reform	Act of	1995.	You	can	identify	these	statements	by	the	fact	that	they	do	not	relate	to	matters	of	a	strictly	factual	or	historical	nature	and	generally discuss	or	relate	to	forecasts,	estimates	or	other	expectations	regarding	future	events.	Generally,	the	words	"believe,"	"expect,"	"intend," "estimate,"	"anticipate,"	"project,"	"may,"	"can,"	"could,"	"might,"	"will"	and	similar	expressions	identify	forward-looking	statements,	including statements	that	relate	to,	such	matters	as	planned	and	expected	capacity	increases	and	utilization;	anticipated	capital	spending;	environmental matters;	legal	proceedings;	exposure	to,	and	effects	of	hedging	of,	raw	material	and	energy	costs	and	foreign	currencies;	global	and	regional economic,	political,	and	business	conditions;	expectations,	strategies,	and	plans	for	individual	assets	and	products,	business	segments,	as	well	as for	the	whole	Company;	cash	requirements	and	uses	of	available	cash;	financing	plans;	pension	expenses	and	funding;	anticipated	restructuring, divestiture,	and	consolidation	activities;	cost	reduction	and	control	efforts	and	targets	and	integration	of	acquired	businesses.	From	time	to	time, forward-looking	statements	also	are	included	in	our	other	periodic	reports	on	Forms	10-Q	and	8-K,	in	our	press	releases	and	presentations,	on	our web	site	and	in	other	material	released	to	the	public.

Forward-looking	statements	are	not	historical	facts	or	guarantees	of	future	performance	but	instead	represent	only	our	beliefs	at	the	time	the statements	were	made	regarding	future	events,	which	are	subject	to	significant	risks,	uncertainties,	and	other	factors,	many	of	which	are	outside	of our	control	and	certain	of	which	are	listed	above.	Any	or	all	of	the	forward-looking	statements	included	in	this	Report	and	in	any	other	reports, presentations	or	public	statements	made	by	us	may	turn	out	to	be	materially	inaccurate.	This	can	occur	as	a	result	of	incorrect	assumptions,	in some	cases	based	upon	internal	estimates	and	analyses	of	current	market	conditions	and	trends,	management	plans	and	strategies,	economic conditions,	or	as	a	consequence	of	known	or	unknown	risks	and	uncertainties.	Many	of	the	risks	and	uncertainties	mentioned	in	this	Report,	such as	those	discussed	in	Item	1A.	Risk	Factors,	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	— Forward-Looking	Statements	May	Prove	Inaccurate,	or	in	another	report	or	public	statement	made	by	us,	will	be	important	in	determining	whether these	forward-looking	statements	prove	to	be	accurate.	Consequently,	neither	our	stockholders	nor	any	other	person	should	place	undue	reliance on	our	forward-looking	statements	and	should	recognize	that	actual	results	may	differ	materially	from	those	anticipated	by	us.

All	forward-looking	statements	made	in	this	Report	are	made	as	of	the	date	hereof,	and	the	risk	that	actual	results	will	differ	materially	from expectations	expressed	in	this	Report	will	increase	with	the	passage	of	time.	We	undertake	no	obligation,	and	disclaim	any	duty,	to	publicly	update or	revise	any	forward-looking	statements,	whether	as	a	result	of	new	information,	future	events,	changes	in	our	expectations	or	otherwise. However,	we	may	make	further	disclosures	regarding	future	events,	trends	and	uncertainties	in	our	subsequent	reports	on	Forms	10-K,	10-Q	and 8-K	to	the	extent	required	under	the	Exchange	Act.	The	above	cautionary	discussion	of	risks,	uncertainties	and	possible	inaccurate	assumptions relevant	to	our	business	include	factors	we	believe	could	cause	our	actual	results	to	differ	materially	from	expected	and	historical	results.	Other factors	beyond	those	listed	above	or	in	Item	3.	Legal	Proceedings	below,	including	factors	unknown	to	us	and	factors	known	to	us	which	we	have not	determined	to	be	material,	could	also	adversely	affect	us.

# Item	1. Business

# Basis	of	Presentation

In	this	Annual	Report	on	Form	10-K,	the	term	"Celanese"	refers	to	Celanese	Corporation,	a	Delaware	corporation,	and	not	its	subsidiaries.	The terms	the	"Company,"	"we,"	"our"	and	"us"	refer	to	Celanese	and	its	subsidiaries	on	a	consolidated	basis.	The	term	"Celanese	US"	refers	to	our subsidiary,	Celanese	US	Holdings	LLC,	a	Delaware	limited	liability	company,	formerly	known	as	BCP	Crystal	US	Holdings	Corp.,	a	Delaware corporation,	and	not	its	subsidiaries.	The	term	"Purchaser"	refers	to	our	subsidiary,	Celanese	Europe	Holding	GmbH	&	Co.	KG,	formerly	known as	BCP	Crystal	Acquisition	GmbH	&	Co.	KG,	a	German	limited	partnership,	and	not	its	subsidiaries,	except	where	otherwise	indicated.

# Overview

Celanese	Corporation	was	formed	in	2004	when	affiliates	of	The	Blackstone	Group	purchased	84%	of	the	ordinary	shares	of	Celanese	GmbH, formerly	known	as	Celanese	AG,	a	diversified	German	chemical	company.	Celanese	Corporation	was	incorporated	in	2005	under	the	laws	of	the state	of	Delaware	and	its	shares	are	traded	on	the	New	York	Stock	Exchange	under	the	symbol	"CE".	During	the	period	from	2005	through	2007, Celanese	Corporation	purchased	the	remaining	16%	interest	in	Celanese	GmbH.

We	are	a	leading,	global	integrated	producer	of	chemicals	and	advanced	materials.	We	are	one	of	the	world's	largest	producers	of	acetyl	products, which	are	intermediate	chemicals	for	nearly	all	major	industries,	as	well	as	a	leading	global	producer	of	high	performance	engineered	polymers that	are	used	in	a	variety	of	high-value,	end-use	applications.	As	an	industry	leader,	we	hold	geographically	balanced	global	positions	and participate	in	diversified,	end-use	markets.	Our	operations	are	primarily	located	in	North	America,	Europe	and	Asia.	We	combine	a	demonstrated track	record	of	execution,	strong	performance	built	on	our	principles	and	objectives,	and	a	clear	focus	on	growth,	productivity	and	value	creation.

Our	large	and	diverse	global	customer	base	primarily	consists	of	major	companies	in	a	broad	array	of	industries.	For	the	year	ended	December	31, 2009,	approximately	27%	of	our	net	sales	were	to	customers	located	in	North	America,	42%	to	customers	in	Europe	and	Africa,	28%	to	customers in	Asia-Pacific	and	3%	to	customers	in	South	America.	We	have	property,	plant	and	equipment	in	the	United	States	of	$634	million	and	outside the	United	States	of	$2,163	million.

# Industry

This	Annual	Report	on	Form	10-K	includes	industry	data	obtained	from	industry	publications	and	surveys	as	well	as	our	own	internal	company surveys.	Third-party	industry	publications,	surveys	and	forecasts	generally	state	that	the	information	contained	therein	has	been	obtained	from sources	believed	to	be	reliable.	The	statements	regarding	Celanese's	market	position	in	this	document	are	based	on	information	derived	from, among	others,	the	2009	Stanford	Research	Institute	International	Chemical	Economics	Handbook.

# Business	Segment	Overview

We	operate	principally	through	four	business	segments:	Advanced	Engineered	Materials,	Consumer	Specialties,	Industrial	Specialties	and	Acetyl Intermediates.	For	further	details	on	our	business	segments,	see	Note	26	to	the	consolidated	financial	statements.	The	table	below	illustrates	each business	segment's	net	sales	to	external	customers	for	the	year	ended	December	31,	2009,	as	well	as	each	business	segment's	major	products	and end-use	markets.

•			Battery	separators

•			Electronics

•			Seat	belt	mechanisms

•			Other	automotive

•			Appliances

•			Filtrations

•			Coatings

•			Medical	Devices

•			Telecommunications

•			Confections

•			Baked	goods

•			Pharmaceuticals

•			Adhesives

•			Building	products

•			Glass	fibers

•			Textiles

•			Flexible	packaging

•			Lamination	products

•			Medical	tubing

•			Automotive	parts

•			Lubricants

•			Detergents

•			Plasticizers

•			Solvents

(1) Consolidated	net	sales	of	$5,082	million	for	the	year	ended	December	31,	2009	also	includes	$2	million	in	net	sales	from	Other	Activities, which	is	attributable	to	our	captive	insurance	companies.	Net	sales	for	Acetyl	Intermediates	and	Consumer	Specialties	exclude	inter-segment sales	of	$389	million	combined	for	the	year	ended	December	31,	2009.

# Competitive	Strengths

We	benefit	from	a	number	of	competitive	strengths,	including	the	following:

# •	Leading	Positions

We	believe	that	we	are	a	leading	global	integrated	producer	of	acetyl,	acetate	and	vinyl	emulsion	products.	Advanced	Engineered	Materials	and our	strategic	affiliates,	Polyplastics	Co.,	Ltd.	("Polyplastics")	and	Korea	Engineering	Plastics	Co.,	Ltd.	("KEPCO"),	are	leading	producers	and suppliers	of	engineered	polymers	in	North	America,	Europe	and	the	Asia-Pacific	region.	Our	leadership	positions	are	based	on	our	large	share	of global	production	capacity,	operating	efficiencies,	proprietary	production	technology	and	competitive	cost	structures	in	our	major	product	lines.

# •	Proprietary	Production	Technology	and	Operating	Expertise

Our	production	of	acetyl	products	employs	industry-leading	proprietary	and	licensed	technologies,	including	our	proprietary	AOPlus®2	and AOPlustm	technologies	for	the	production	of	acetic	acid	and	VAntagetm	and	VAntage	Plustm	vinyl	acetate	monomer	technology.	AOPlus®2	builds on	the	industry	benchmark	with	the	ability	to	increase	acetic	acid	production	from	our	current	capacity	of	1.2	million	tons	per	reactor	per	year	to approximately	1.5	million	tons	per	reactor	per	year	at	a	fraction	of	the	cost	of	a	new	facility.	This	technology	is	applicable	to	existing	and	new greenfield	units.	AOPlustm	enables	increased	raw	material	efficiencies,	lower	operating	costs	and	the	ability	to	expand	plant	capacity	with	minimal investment.	VAntagetm	and	VAntage	Plustm	enable	significant	increases	in	production	efficiencies,	lower	operating	costs	and	increases	in	capacity at	ten	to	fifteen	percent	of	the	cost	of	building	a	new	plant.

# •	Low	Cost	Producer

Our	competitive	cost	structures	are	based	on	production	and	purchasing	economies	of	scale,	vertical	integration,	technical	expertise	and	the	use	of advanced	technologies.

# •	Global	Reach

We	own	or	lease	thirty-two	production	facilities	throughout	the	world,	of	which	five	sites	are	no	longer	operating	as	of	December	31,	2009.	We participate	in	strategic	ventures	which	operate	thirteen	additional	facilities.	Our	infrastructure	of	manufacturing	plants,	terminals,	warehouses	and sales	offices	provides	us	with	a	competitive	advantage	in	anticipating	and	meeting	the	needs	of	our	global	and	local	customers	in	well-established and	growing	markets,	while	our	geographic	diversity	reduces	the	potential	impact	of	volatility	in	any	individual	country	or	region.	We	have	a strong,	growing	presence	in	Asia,	particularly	in	China,	and	we	have	a	defined	strategy	to	continue	this	growth.	For	more	information	regarding our	financial	information	with	respect	to	our	geographic	areas,	see	Note	26	to	the	consolidated	financial	statements.

# •	Strategic	Investments

Our	strategic	investments	have	enabled	us	to	gain	access,	minimize	costs	and	accelerate	growth	in	new	markets,	while	also	generating	significant cash	flow	and	earnings.	Our	equity	investments	and	cost	investments	represent	an	important	component	of	our	growth	strategy.	See	Note	8	to	the consolidated	financial	statements	and	Item	1.	Business	—	Investments	for	additional	information	on	our	equity	and	cost	investments.

# •	Diversified	Products	and	End-Use	Markets

We	offer	our	customers	a	broad	range	of	products	in	a	wide	variety	of	end-use	markets.	Our	diversified	end-use	markets	include	paints	and coatings,	textiles,	automotive	applications,	consumer	and	medical	applications,	performance	industrial	applications,	filter	media,	paper	and packaging,	chemical	additives,	construction,	consumer	and	industrial	adhesives,	and	food	and	beverage	applications.	This	product	and	market diversity	reduces	the	potential	impact	of	volatility	in	any	individual	segment.

# Business	Strategies

Our	strategic	foundation	is	based	on	the	following	four	pillars	which	are	focused	on	increasing	operating	cash	flows,	improving	profitability, delivering	high	return	on	investments	and	increasing	shareholder	value:

# •	Focus

We	focus	on	businesses	where	we	have	a	sustainable	and	proven	competitive	advantage.	We	continue	to	optimize	our	business	portfolio	in	order	to achieve	market,	cost	and	technology	leadership	while	expanding	our	product	mix	into	higher	value-added	products.

# •	Investment

We	build	on	advantaged	positions	that	optimize	our	portfolio	of	products.	In	order	to	improve	our	competitive	advantage,	we	have	invested	in:	our core	group	of	businesses	through	acquisitions;	growth	in	Asia	bolstered	by	our	integrated	chemical	complex	in	Nanjing,	China;	and	new applications	of	our	advanced	engineered	polymers	products.

# •	Growth

We	aggressively	align	with	our	customers	and	their	end-use	markets	to	capture	growth.	We	are	quickly	expanding	in	Asia,	the	fastest-growing region	in	the	world,	in	order	to	meet	increasing	demand	for	our	products.	As	part	of	our	strategy,	we	also	continue	to	develop	new	products	and industry-leading	production	technologies	that	deliver	value-added	solutions	for	our	customers.

# •	Redeployment

We	divest	non-core	assets	and	revitalize	underperforming	businesses.	We	have	divested	or	exited	businesses	where	we	no	longer	maintain	a competitive	advantage.	We	also	continue	to	make	key	strategic	decisions	to	revitalize	businesses	that	have	significant	potential	for	improved performance	and	enhanced	efficiency.

Underlying	all	of	these	strategies	is	a	culture	of	execution	and	productivity.	We	continually	seek	ways	to	reduce	costs,	increase	productivity	and improve	process	technology.	Our	commitment	to	operational	excellence	is	an	integral	part	of	our	strategy	to	maintain	our	cost	advantage	and productivity	leadership.

# Business	Segments

# Advanced	Engineered	Materials

Our	Advanced	Engineered	Materials	segment	develops,	produces	and	supplies	a	broad	portfolio	of	high	performance	technical	polymers	for application	in	automotive	and	electronics	products,	as	well	as	other	consumer	and	industrial	applications.	Together	with	our	strategic	affiliates,	we are	a	leading	participant	in	the	global	technical	polymers	industry.	The	primary	products	of	Advanced	Engineered	Materials	are	POM,	PPS,	LFRT, PBT,	PET,	GUR®	and	LCP.	POM,	PPS,	LFRT,	PBT	and	PET	are	used	in	a	broad	range	of	products	including	automotive	components,	electronics, appliances	and	industrial	applications.	GUR®	is	used	in	battery	separators,	conveyor	belts,	filtration	equipment,	coatings	and	medical	devices. Primary	end	markets	for	LCP	are	electrical	and	electronics.

Advanced	Engineered	Materials'	technical	polymers	have	chemical	and	physical	properties	enabling	them,	among	other	things,	to	withstand extreme	temperatures,	resist	chemical	reactions	with	solvents	and	withstand	fracturing	or	stretching.	These	products	are	used	in	a	wide	range	of performance-demanding	applications	in	the	automotive	and	electronics	sectors	as	well	as	in	other	consumer	and	industrial	goods.

Advanced	Engineered	Materials	works	in	concert	with	its	customers	to	enable	innovations	and	develop	new	or	enhanced	products.	Advanced Engineered	Materials	focuses	its	efforts	on	developing	new	markets	and	applications	for	its	product	lines,	often	developing	custom	formulations	to satisfy	the	technical	and	processing	requirements	of	a	customer's	applications.	For	example,	Advanced	Engineered	Materials	has	collaborated	with fuel	system	suppliers	to	develop	an	acetal	copolymer	with	the	chemical	and	impact	resistance	necessary	to	withstand	exposure	to	hot	diesel	fuels	in the	new	generation	of	common	rail	diesel	engines.	The	product	can	also	be	used	in	automotive	fuel	sender	units	where	it	remains	stable	at	the	high operating	temperatures	present	in	direct-injection	diesel	engines	and	can	meet	the	requirements	of	the	new	generation	of	bio	fuels.

Advanced	Engineered	Materials'	customer	base	consists	primarily	of	a	large	number	of	plastic	molders	and	component	suppliers,	which	typically supply	original	equipment	manufacturers	("OEMs").	Advanced	Engineered	Materials	works	with	these	molders	and	component	suppliers	as	well as	directly	with	the	OEMs	to	develop	and	improve	specialized	applications	and	systems.

Prices	for	most	of	these	products,	particularly	specialized	product	grades	for	targeted	applications,	generally	reflect	the	value	added	in	complex polymer	chemistry,	precision	formulation	and	compounding,	and	the	extensive

application	development	services	provided.	These	specialized	products	are	not	typically	susceptible	to	cyclical	swings	in	pricing.

# •	Key	Products

POM	is	sold	under	the	trademark	Hostaform®	in	all	regions	but	North	America,	where	it	is	sold	under	the	trademark	Celcon®.	Polyplastics	and KEPCO	are	leading	suppliers	of	POM	and	other	engineering	resins	in	the	Asia-Pacific	region.	POM	is	used	for	mechanical	parts,	including	door locks	and	seat	belt	mechanisms,	in	automotive	applications	and	in	electrical,	consumer	and	medical	applications	such	as	drug	delivery	systems	and gears	for	large	appliances.

The	primary	raw	material	for	POM	is	formaldehyde,	which	is	manufactured	from	methanol.	Advanced	Engineered	Materials	currently	purchases formaldehyde	in	the	United	States	from	our	Acetyl	Intermediates	segment	and,	in	Europe,	manufactures	formaldehyde	from	purchased	methanol.

GUR®	is	an	engineered	material	used	in	heavy-duty	automotive	and	industrial	applications	such	as	car	battery	separator	panels	and	industrial conveyor	belts,	as	well	as	in	specialty	medical	and	consumer	applications,	such	as	sports	equipment	and	prostheses.	GUR®	micro	powder	grades are	used	for	high-performance	filters,	membranes,	diagnostic	devices,	coatings	and	additives	for	thermoplastics	and	elastomers.	GUR®	fibers	are also	used	in	protective	ballistic	applications.

Celstran®	and	Compel®	are	long	fiber	reinforced	thermoplastics,	which	impart	extra	strength	and	stiffness,	making	them	more	suitable	for	larger parts	than	conventional	thermoplastics	and	are	used	in	automotive,	transportation	and	industrial	applications.

Polyesters	such	as	Celanex®	PBT,	Celanex®	PET,	Vandar®,	a	series	of	PBT-polyester	blends	and	Riteflex®,	a	thermoplastic	polyester	elastomer, are	used	in	a	wide	variety	of	automotive,	electrical	and	consumer	applications,	including	ignition	system	parts,	radiator	grilles,	electrical	switches, appliance	and	sensor	housings,	light	emitting	diodes	("LEDs")	and	technical	fibers.	Raw	materials	for	polyesters	vary.	Base	monomers,	such	as dimethyl	terephthalate	and	purified	terephthalic	acid	("PTA"),	are	widely	available	with	pricing	dependent	on	broader	polyester	fiber	and packaging	resins	market	conditions.	Smaller	volume	specialty	co-monomers	for	these	products	are	typically	supplied	by	a	limited	number	of companies.

Liquid	crystal	polymers,	such	as	Vectra®,	are	used	in	electrical	and	electronics	applications	and	for	precision	parts	with	thin	walls	and	complex shapes	or	on	high-heat	cookware	applications.

Fortron®,	a	PPS	product,	is	used	in	a	wide	variety	of	automotive	and	other	applications,	especially	those	requiring	heat	and/or	chemical	resistance, including	fuel	system	parts,	radiator	pipes	and	halogen	lamp	housings,	often	replacing	metal.	Other	possible	application	fields	include	non-woven filtration	devices	such	as	coal	fired	power	plants.	Fortron®	is	manufactured	by	Fortron	Industries	LLC	("Fortron"),	Advanced	Engineered Materials'	50%	owned	strategic	venture	with	Kureha	Corporation	of	Japan.

# •	Facilities

Advanced	Engineered	Materials	has	polymerization,	compounding	and	research	and	technology	centers	in	Germany,	Brazil,	China	and	the	United States.

# •	Geographic	Regions

The	following	table	illustrates	the	destination	of	the	net	sales	of	the	Advanced	Engineered	Materials	segment	by	geographic	region.

# Net	Sales	to	External	Customers	by	Destination	—	Advanced	Engineered	Materials

| North	America | 285 | 35% | 365 | 34% | 388 | 38% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Europe\tand\tAfrica | 403 | 50% | 553 | 52% | 517 | 50% |
| Asia-Pacific | 82 | 10% | 106 | 10% | 88 | 8% |
| South\tAmerica | 38 | 5% | 37 | 4% | 37 | 4% |
| Total | 808 |  | \t\t1,061 |  | \t\t1,030 |  |

Advanced	Engineered	Materials'	sales	in	Asia	are	made	directly	and	through	distributors	including	its	strategic	affiliates.	Polyplastics,	KEPCO	and Fortron	are	accounted	for	under	the	equity	method	and	therefore	not	included	in	Advanced	Engineered	Materials'	consolidated	net	sales.	If Advanced	Engineered	Materials'	portion	of	the	sales	made	by	these	strategic	affiliates	were	included	in	the	table	above,	the	percentage	of	sales sold	in	Asia-Pacific	would	be	substantially	higher.	A	number	of	Advanced	Engineered	Materials'	POM	customers,	particularly	in	the	appliance, electrical	components	and	certain	sections	of	the	electronics/telecommunications	fields,	have	moved	tooling	and	molding	operations	to	Asia, particularly	southern	China.	In	addition	to	our	Advanced	Engineered	Materials	affiliates,	we	directly	service	Asian	demand	by	offering	our customers	global	solutions.

Advanced	Engineered	Materials'	principal	customers	are	consumer	product	manufacturers	and	suppliers	to	the	automotive	industry.	These customers	primarily	produce	engineered	products,	and	Advanced	Engineered	Materials	collaborates	with	its	customers	to	assist	in	developing	and improving	specialized	applications	and	systems.	Advanced	Engineered	Materials	has	long-standing	relationships	with	most	of	its	major	customers, but	also	uses	distributors	for	its	major	products,	as	well	as	a	number	of	electronic	marketplaces	to	reach	a	larger	customer	base.	For	most	of Advanced	Engineered	Materials'	products,	contracts	with	customers	typically	have	a	term	of	one	to	two	years.

# •	Competition

Advanced	Engineered	Materials'	principal	competitors	include	BASF	AG	("BASF"),	E.	I.	DuPont	de	Nemours	and	Company	("DuPont"),	DSM N.V.,	Sabic	Innovative	Plastics	and	Solvay	S.A.	Smaller	regional	competitors	include	Asahi	Kasei	Corporation,	Mitsubishi	Gas	Chemicals,	Inc., Chevron	Phillips	Chemical	Company,	L.P.,	Braskem	S.A.,	Lanxess	AG,	Teijin,	Sumitomo,	Inc.	and	Toray	Industries	Inc.

# Consumer	Specialties

The	Consumer	Specialties	segment	consists	of	our	Acetate	Products	and	Nutrinova	businesses.	Our	Acetate	Products	business	primarily	produces and	supplies	acetate	tow,	which	is	used	in	the	production	of	filter	products.	We	also	produce	acetate	flake	which	is	processed	into	acetate	fiber	in the	form	of	a	tow	band.	Our	Nutrinova	business	produces	and	sells	Sunett®,	a	high	intensity	sweetener,	and	food	protection	ingredients,	such	as sorbates,	for	the	food,	beverage	and	pharmaceutical	industries.

Acetate	tow	is	used	primarily	in	cigarette	filters.	We	produce	acetate	flake	by	processing	wood	pulp	with	acetic	anhydride.	We	purchase	wood	pulp that	is	made	from	reforested	trees	from	major	suppliers	and	produce	acetic	anhydride	internally.	The	acetate	flake	is	then	further	processed	into acetate	fiber	in	the	form	of	a	tow	band.

According	to	the	2009	Stanford	Research	Institute	International	Chemical	Economics	Handbook,	as	of	2008	we	are	the	world's	leading	producer of	acetate	tow,	including	production	of	our	China	ventures.

Sales	of	acetate	tow	amounted	to	approximately	16%,	12%	and	11%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2009,	2008 and	2007,	respectively.

We	have	an	approximate	30%	interest	in	three	manufacturing	China	ventures,	which	are	accounted	for	as	cost	method	investments	(see	Note	8	to the	consolidated	financial	statements)	that	produce	acetate	flake	and	tow.	Our	partner	in	each	of	the	ventures	is	the	Chinese	state-owned	tobacco entity,	China	National	Tobacco	Corporation.	In	addition,	approximately	12%	of	our	2009	acetate	tow	sales	were	sold	directly	to	China,	the	largest consuming	country	for	acetate	tow.

Acesulfame	potassium,	a	high	intensity	sweetener	marketed	under	the	trademark	Sunett®,	is	used	in	a	variety	of	beverages,	confections	and	dairy products	throughout	the	world.	Sunett®	pricing	for	targeted	applications	reflects	the	value	added	by	Nutrinova,	through	consistent	product	quality and	reliable	supply.	Nutrinova's	strategy	is	to	be	the	most	reliable	and	highest	quality	producer	of	this	product,	to	develop	new	product applications	and	expand	into	new	markets.

Nutrinova's	food	ingredients	business	consists	of	the	production	and	sale	of	food	protection	ingredients,	such	as	sorbic	acid	and	sorbates,	and	high intensity	sweeteners	worldwide.	Nutrinova's	food	protection	ingredients	are	mainly	used	in	foods,	beverages	and	personal	care	products.	The primary	raw	materials	for	these	products	are	ketene	and	crotonaldehyde.	Sorbates	pricing	is	extremely	sensitive	to	demand	and	industry	capacity and	is	not	necessarily	dependent	on	the	prices	of	raw	materials.

Acetate	Products	has	production	sites	in	the	United	States,	Mexico,	the	United	Kingdom	and	Belgium,	and	participates	in	three	manufacturing ventures	in	China.

Nutrinova	has	a	production	facility	in	Germany,	as	well	as	sales	and	distribution	facilities	in	all	major	world	markets.

The	following	table	illustrates	the	destination	of	the	net	sales	of	the	Consumer	Specialties	segment	by	geographic	region.

# Net	Sales	to	External	Customers	by	Destination	—	Consumer	Specialties

| North	America | 176 | 16% | 194 | 17% | 201 | 18% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Europe\tand\tAfrica | 452 | 42% | 497 | 43% | 427 | 39% |
| Asia-Pacific | 402 | 37% | 413 | 36% | 437 | 39% |
| South\tAmerica | 48 | 5% | 51 | 4% | 46 | 4% |
| Total | \t\t1,078\t(1) |  | \t\t1,155 |  | \t\t1,111 |  |

(1) Excludes	inter-segment	sales	of	$6	million	for	the	year	ended	December	31,	2009.

Sales	of	acetate	tow	are	principally	to	the	major	tobacco	companies	that	account	for	a	majority	of	worldwide	cigarette	production.	Our	contracts with	most	of	our	customers	are	entered	into	on	an	annual	basis.

Nutrinova	primarily	markets	Sunett®	to	a	limited	number	of	large	multinational	and	regional	customers	in	the	beverage	and	food	industry	under long-term	and	annual	contracts.	Nutrinova	markets	food	protection	ingredients

primarily	through	regional	distributors	to	small	and	medium	sized	customers	and	directly	through	regional	sales	offices	to	large	multinational customers	in	the	food	industry.

Acetate	Products'	principal	competitors	include	Daicel	Chemical	Industries	Ltd.	("Daicel"),	Eastman	Chemical	Corporation	("Eastman")	and Rhodia	S.A.

The	principal	competitors	for	Nutrinova's	Sunett®	sweetener	are	Holland	Sweetener	Company,	The	NutraSweet	Company,	Ajinomoto	Co.,	Inc., Tate	&	Lyle	PLC	and	several	Chinese	manufacturers.	In	sorbates,	Nutrinova	competes	with	Nantong	AA,	Daicel,	Yu	Yao/Ningbo,	Yancheng AmeriPac	and	other	Chinese	manufacturers	of	sorbates.

# Industrial	Specialties

Our	Industrial	Specialties	segment	includes	our	Emulsions,	PVOH	and	EVA	Performance	Polymers	businesses.	Our	Emulsions	business	is	a global	leader	which	produces	a	broad	product	portfolio,	specializing	in	vinyl	acetate	ethylene	emulsions,	and	is	a	recognized	authority	on	low	VOC (volatile	organic	compounds),	an	environmentally-friendly	technology.	Our	PVOH	business	was	sold	in	July	2009	to	Sekisui	Chemical	Co.,	Ltd. ("Sekisui")	for	a	net	cash	purchase	price	of	$168	million.	The	PVOH	business	produced	a	broad	portfolio	of	performance	PVOH	chemicals engineered	to	meet	specific	customer	requirements.	Our	emulsions	products	are	used	in	a	wide	array	of	applications	including	paints	and	coatings, adhesives,	building	and	construction,	glass	fiber,	textiles	and	paper.	EVA	Performance	Polymers	offers	a	complete	line	of	low-density polyethylene	and	specialty	ethylene	vinyl	acetate	resins	and	compounds.	EVA	Performance	Polymers'	products	are	used	in	many	applications including	flexible	packaging	films,	lamination	film	products,	hot	melt	adhesives,	medical	tubing	and	devices,	automotive	carpet	and	solar	cell encapsulation	films.

The	products	in	our	Emulsions	business	include	conventional	vinyl	and	acrylate	based	emulsions	and	high-pressure	vinyl	acetate	ethylene emulsions.	Emulsions	are	made	from	VAM,	acrylate	esters	and	styrene.	Our	Emulsions	business	is	a	leading	producer	of	vinyl	acetate	ethylene emulsions	in	Europe.	These	products	are	a	key	component	of	water-based	architectural	coatings,	adhesives,	non-wovens,	textiles,	glass	fiber	and other	applications.

Sales	from	the	Emulsions	business	amounted	to	approximately	15%,	13%	and	14%	of	our	consolidated	net	sales	for	the	years	ended	December	31, 2009,	2008	and	2007,	respectively.

PVOH	is	used	in	adhesives,	building	products,	paper	coatings,	films	and	textiles.	The	primary	raw	material	to	produce	PVOH	is	VAM,	while acetic	acid	is	produced	as	a	by-product.	Our	PVOH	business	was	sold	to	Sekisui	in	July	2009.

EVA	Performance	Polymers	produces	low-density	polyethylene	and	EVA	resins	and	compounds	that	are	used	in	the	manufacture	of	hot	melt adhesives,	automotive	carpet,	lamination	film	products,	flexible	packaging	films,	medical	tubing	and	solar	cell	encapsulation	films.	EVA	resins and	compounds	are	produced	in	high-pressure	reactors	from	ethylene	and	VAM.

The	Emulsions	business	has	production	sites	in	the	United	States,	Canada,	China,	Spain,	Sweden,	the	Netherlands	and	Germany.	EVA Performance	Polymers	has	a	production	facility	in	Edmonton,	Alberta,	Canada.	Our	PVOH	production	sites	in	the	United	States	and	Spain	were sold	to	Sekisui	in	July	2009.

The	following	table	illustrates	the	destination	of	the	net	sales	of	the	Industrial	Specialties	segment	by	geographic	region.

# Net	Sales	to	External	Customers	by	Destination	—	Industrial	Specialties

| North	America | 382 | 39% | 617 | 44% | 583 | 43% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Europe\tand\tAfrica | 504 | 52% | 684 | 48% | 674 | 50% |
| Asia-Pacific | 78 | 8% | 81 | 6% | 69 | 5% |
| South\tAmerica | 10 | 1% | 24 | 2% | 20 | 2% |
| Total | \t\t974 |  | \t\t1,406 |  | \t\t1,346 |  |

Industrial	Specialties'	products	are	sold	to	a	diverse	group	of	regional	and	multinational	customers.	Customers	for	emulsions	are	manufacturers	of water-based	paints	and	coatings,	adhesives,	paper,	building	and	construction	products,	glass	fiber,	non-wovens	and	textiles.	The	customers	of	the PVOH	business	are	primarily	engaged	in	the	production	of	adhesives,	paper,	films,	building	products	and	textiles.	Customers	of	EVA	Performance Polymers	are	primarily	engaged	in	the	manufacture	of	adhesives,	automotive	components,	packaging	materials,	print	media	and	solar	energy products.

Principal	competitors	in	the	Emulsions	business	include	The	Dow	Chemical	Company	("Dow"),	BASF,	Dairen,	Wacker	and	several	smaller regional	manufacturers.

Principal	competitors	for	the	EVA	Performance	Polymers	EVA	resins	and	compounds	business	include	DuPont,	ExxonMobil	Chemical,	Arkema and	several	Asian	manufacturers.

# Acetyl	Intermediates

Our	Acetyl	Intermediates	segment	produces	and	supplies	acetyl	products,	including	acetic	acid,	VAM,	acetic	anhydride	and	acetate	esters.	These products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings,	and	medicines.	Other	chemicals	produced	in	this business	segment	are	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

Acetyl	Products.	Acetyl	products	include	acetic	acid,	VAM,	acetic	anhydride	and	acetaldehyde.	Acetic	acid	is	primarily	used	to	manufacture VAM,	PTA	and	other	acetyl	derivatives.	VAM	is	used	in	a	variety	of	adhesives,	paints,	films,	coatings	and	textiles.	Acetic	anhydride	is	a	raw material	used	in	the	production	of	cellulose	acetate,	detergents	and	pharmaceuticals.	Acetaldehyde	is	a	major	feedstock	for	the	production	of	a variety	of	derivatives,	such	as	pyridines,	which	are	used	in	agricultural	products.	We	manufacture	acetic	acid,	VAM	and	acetic	anhydride	for	our own	use,	as	well	as	for	sale	to	third	parties.

Acetic	acid	and	VAM,	our	basic	acetyl	intermediates	products,	are	impacted	by	global	supply	and	demand	fundamentals	and	are	cyclical	in	nature. The	principal	raw	materials	in	these	products	are	ethylene,	which	we	purchase	from	numerous	sources;	carbon	monoxide,	which	we	purchase under	long-term	contracts;	and	methanol,	which	we	purchase	under	long-term	and	short-term	contracts.	With	the	exception	of	carbon	monoxide, these	raw	materials	are	commodity	products	available	from	a	wide	variety	of	sources.

Our	production	of	acetyl	products	employs	leading	proprietary	and	licensed	technologies,	including	our	proprietary	AOPlus®2	and	AOPlustm technologies	for	the	production	of	acetic	acid	and	VAntagetm	and	VAntage	Plustm	VAM	technology.

Solvents	and	Derivatives.	Solvents	and	derivatives	products	include	a	variety	of	solvents,	formaldehyde	and	other	chemicals,	which	in	turn	are used	in	the	manufacture	of	paints,	coatings,	adhesives	and	other	products.

Many	solvents	and	derivatives	products	are	derived	from	our	production	of	acetic	acid.	Primary	products	are:

•				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;	and

•				Butyl	acetate,	an	acetate	ester	that	is	a	solvent	used	in	inks,	pharmaceuticals	and	perfume.

Formaldehyde	and	formaldehyde	derivative	products	are	derivatives	of	methanol	and	are	made	up	of	the	following	products:

•				Formaldehyde,	paraformaldehyde	and	formcels	are	primarily	used	to	produce	adhesive	resins	for	plywood,	particle	board,	coatings,	POM engineering	resins	and	a	compound	used	in	making	polyurethane;

•				Amines	such	as	methyl	amines,	monisopropynol	amines	and	butyl	amines	are	used	in	agrochemicals,	herbicides	and	the	treatment	of	rubber	and water;	and

•				Special	solvents,	such	as	crotonaldehyde,	which	are	used	by	the	Nutrinova	line	for	the	production	of	sorbates,	as	well	as	raw	materials	for	the fragrance	and	food	ingredients	industry.

Solvents	and	derivatives	are	commodity	products	characterized	by	cyclicality	in	pricing.	The	principal	raw	materials	used	in	solvents	and derivatives	products	are	acetic	acid,	various	alcohols,	methanol,	ethylene	and	ammonia.	We	manufacture	many	of	these	raw	materials	for	our	own use	as	well	as	for	sales	to	third	parties,	including	our	competitors	in	the	solvents	and	derivatives	business.	We	purchase	ethylene	from	a	variety	of sources.	We	manufacture	acetaldehyde	in	Europe	for	our	own	use,	as	well	as	for	sale	to	third	parties.

Sales	from	acetyl	products	amounted	to	approximately	34%,	35%	and	34%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2009, 2008	and	2007,	respectively.	Sales	from	solvents	and	derivatives	products	amounted	to	approximately	10%,	12%	and	12%	of	our	consolidated	net sales	for	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.

Acetyl	Intermediates	has	production	sites	in	the	United	States,	China,	Mexico,	Singapore,	Spain,	France	and	Germany.	As	of	December	31,	2009, acetic	acid	and	VAM	production	at	our	Pardies,	France	location	had	ceased.	In	addition,	our	Cangrejera,	Mexico	site	no	longer	produced	VAM	as of	December	31,	2009.	We	also	participate	in	a	strategic	venture	in	Saudi	Arabia	that	produces	methanol	and	methyl	tertiary-butyl	ether ("MTBE").	Over	the	last	few	years,	we	have	continued	to	shift	our	production	capacity	to	lower	cost	production	facilities	while	expanding	in growth	markets,	such	as	China.

The	following	table	illustrates	net	sales	by	destination	of	the	Acetyl	Intermediates	segment	by	geographic	region.

# Net	Sales	to	External	Customers	by	Destination	—	Acetyl	Intermediates

| North	America | 501 | 22% | 743 | 23% | 685 | 23% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Europe\tand\tAfrica | 771 | 35% | 1,198 | 37% | 1,183 | 40% |
| Asia-Pacific | 884 | 40% | 1,142 | 36% | 968 | 33% |
| South\tAmerica | 64 | 3% | 116 | 4% | 119 | 4% |
| Total | \t\t2,220\t(1) |  | \t\t3,199\t(1) |  | \t\t2,955\t(1) |  |

Acetyl	Intermediates	markets	its	products	both	directly	to	customers	and	through	distributors.

Acetic	acid,	VAM	and	acetic	anhydride	are	global	businesses	which	have	several	large	customers.	Generally,	we	supply	these	global	customers under	multi-year	contracts.	The	customers	of	acetic	acid,	VAM	and	acetic	anhydride	produce	polymers	used	in	water-based	paints,	adhesives, paper	coatings,	polyesters,	film	modifiers,	pharmaceuticals,	cellulose	acetate	and	textiles.	We	have	long-standing	relationships	with	most	of	these customers.

Solvents	and	derivatives	are	sold	to	a	diverse	group	of	regional	and	multinational	customers	both	under	multi-year	contracts	and	on	the	basis	of long-standing	relationships.	The	customers	of	solvents	and	derivatives	are	primarily	engaged	in	the	production	of	paints,	coatings	and	adhesives. We	manufacture	formaldehyde	for	our	own	use	as	well	as	for	sale	to	a	few	regional	customers	that	include	manufacturers	in	the	wood	products	and chemical	derivatives	industries.	The	sale	of	formaldehyde	is	based	on	both	long	and	short-term	agreements.	Specialty	solvents	and	amines	are	sold globally	to	a	wide	variety	of	customers,	primarily	in	the	coatings	and	resins	and	the	specialty	products	industries.	These	products	serve	global markets	in	the	synthetic	lubricant,	agrochemical,	rubber	processing	and	other	specialty	chemical	areas.

Our	principal	competitors	in	the	Acetyl	Intermediates	segment	include	Atofina	S.A.,	BASF,	British	Petroleum	PLC,	Chang	Chun	Petrochemical Co.,	Ltd.,	Daicel,	Dow,	Eastman,	DuPont,	LyondellBasell	Industries,	Nippon	Gohsei,	Perstorp	Inc.,	Jiangsu	Sopo	Corporation	(Group)	Ltd., Showa	Denko	K.K.,	and	Kuraray	Co.	Ltd.

# Other	Activities

Other	Activities	primarily	consists	of	corporate	center	costs,	including	financing	and	administrative	activities	such	as	legal,	accounting	and treasury	functions,	interest	income	and	expense	associated	with	our	financing	activities,	and	our	captive	insurance	companies.	Our	two	wholly- owned	captive	insurance	companies	are	a	key	component	of	our	global	risk	management	program,	as	well	as	a	form	of	self-insurance	for	our property,	liability	and	workers	compensation	risks.	The	captive	insurance	companies	issue	insurance	policies	to	our	subsidiaries	to	provide consistent	coverage	amid	fluctuating	costs	in	the	insurance	market	and	to	lower	long-term	insurance	costs	by	avoiding	or	reducing	commercial carrier	overhead	and	regulatory	fees.	The	captive	insurance	companies	retain	risk	at	levels	approved	by	management	and	obtain	reinsurance coverage	from	third	parties	to	limit	the	net	risk	retained.	One	of	the	captive	insurance	companies	also	insures	certain	third-party	risks.

# Investments

We	have	a	significant	portfolio	of	strategic	investments,	including	a	number	of	ventures	in	Asia-Pacific,	North	America	and	Europe.	In	aggregate, these	strategic	investments	enjoy	significant	sales,	earnings	and	cash	flow.	We	have	entered	into	these	strategic	investments	in	order	to	gain	access to	local	demand,	minimize	costs	and	accelerate	growth	in	areas	we	believe	have	significant	future	business	potential.	See	Note	8	to	the consolidated	financial	statements	for	additional	information.

The	table	below	represents	our	significant	strategic	ventures	as	of	December	31,	2009:

# •	Major	Equity	Method	Investments

Korea	Engineering	Plastics	Co.	Ltd.	Founded	in	1987,	KEPCO	is	the	leading	producer	of	polyacetal	in	South	Korea.	Mitsubishi	Gas	Chemical Company,	Inc.	owns	40%	and	Mitsubishi	Corporation	owns	10%	of	KEPCO.	KEPCO	operates	a	POM	plant	in	Ulsan,	South	Korea	and participates	with	Polyplastics	and	Mitsubishi	Gas	Chemical	Company,	Inc.	in	a	world-scale	POM	facility	in	Nantong,	China.

Polyplastics	Co.,	Ltd.	We	believe	Polyplastics	is	a	leading	supplier	of	engineered	plastics	in	the	Asia-Pacific	region.	Polyplastics'	principal production	facilities	are	located	in	Japan,	Taiwan,	Malaysia	and	China.	We	believe	Polyplastics	is	a	leading	producer	and	marketer	of	POM	in	the Asia-Pacific	region.

Fortron	Industries	LLC.	We	believe	Fortron	Industries	LLC	("Fortron")	is	a	leading	global	producer	of	PPS.	Fortron's	facility	is	located	in Wilmington,	North	Carolina.	We	believe	Fortron	has	the	leading	technology	in	linear	polymer	applications.

# •	Major	Cost	Method	Investments

National	Methanol	Co.	("Ibn	Sina").	With	production	facilities	in	Saudi	Arabia,	Ibn	Sina	represents	approximately	2%	of	the	world's	methanol production	capacity	and	is	the	world's	eighth	largest	producer	of	MTBE.	Methanol	and	MTBE	are	key	global	commodity	chemical	products.	We indirectly	own	a	25%	interest	in	Ibn	Sina	through	CTE	Petrochemicals	Co.,	a	joint	venture	with	Texas	Eastern	Arabian	Corporation	Ltd.	(which also	indirectly	owns	25%),	with	the	remainder	held	by	SABIC	(50%).	SABIC	has	responsibility	for	all	product	marketing.

China	Acetate	Products	ventures.	We	hold	approximately	30%	ownership	interests	(50%	board	representation)	in	three	separate	Acetate	Products production	entities	in	China:	the	Nantong,	Kunming	and	Zhuhai	Cellulose	Fiber	Companies.	In	each	instance,	the	Chinese	state-owned	tobacco entity,	China	National	Tobacco	Corporation,	controls	the	remainder.	The	China	ventures	fund	operations	using	operating	cash	flows.

These	cost	investments	where	we	own	greater	than	a	20%	ownership	interest	are	accounted	for	under	the	cost	method	of	accounting	because	we cannot	exercise	significant	influence	over	these	entities.	We	determined	that	we	cannot	exercise	significant	influence	over	these	entities	due	to local	government	investment	in	and	influence	over	these	entities,	limitations	on	our	involvement	in	the	day-to-day	operations	and	the	present inability	of	the	entities	to	provide	timely	financial	information	prepared	in	accordance	with	generally	accepted	accounting	principles	in	the	United States	("US	GAAP").

# •	Other	Equity	Investments

InfraServs.	We	hold	ownership	interests	in	several	InfraServ	entities	located	in	Germany.	InfraServs	own	and	develop	industrial	parks	and	provide on-site	general	and	administrative	support	to	tenants.	The	table	below	represents	our	equity	investments	in	InfraServ	ventures	as	of	December	31, 2009:

# Raw	Materials	and	Energy

We	purchase	a	variety	of	raw	materials	and	energy	from	sources	in	many	countries	for	use	in	our	production	processes.	We	have	a	policy	of maintaining,	when	available,	multiple	sources	of	supply	for	materials.	However,	some	of	our	individual	plants	may	have	single	sources	of	supply for	some	of	their	raw	materials,	such	as	carbon	monoxide,	steam	and	acetaldehyde.	Although	we	have	been	able	to	obtain	sufficient	supplies	of raw	materials,	there	can	be	no	assurance	that	unforeseen	developments	will	not	affect	our	raw	material	supply.	Even	if	we	have	multiple	sources	of supply	for	a	raw	material,	there	can	be	no	assurance	that	these	sources	can	make	up	for	the	loss	of	a	major	supplier.	There	cannot	be	any	guarantee that	profitability	will	not	be	affected	should	we	be	required	to	qualify	additional	sources	of	supply	to	our	specifications	in	the	event	of	the	loss	of	a sole	supplier.	In	addition,	the	price	of	raw	materials	varies,	often	substantially,	from	year	to	year.

A	substantial	portion	of	our	products	and	raw	materials	are	commodities	whose	prices	fluctuate	as	market	supply/demand	fundamentals	change. Our	production	facilities	rely	largely	on	fuel	oil,	natural	gas	and	electricity	for	energy.	Most	of	the	raw	materials	for	our	European	operations	are centrally	purchased	by	one	of	our	subsidiaries,	which	also	buys	raw	materials	on	behalf	of	third	parties.	We	manage	our	exposure	through	forward purchase	contracts,	long-term	supply	agreements	and	multi-year	purchasing	and	sales	agreements.	During	2009,	we	did	not	enter	into	any commodity	financial	derivative	contracts.	See	Note	2	and	Note	22	to	the	consolidated	financial	statements	for	additional	information.

We	also	currently	purchase	and	lease	supplies	of	various	precious	metals,	such	as	rhodium,	used	as	catalysts	for	the	manufacture	of	Acetyl Intermediates	products.	For	precious	metals,	the	leases	are	distributed	between	a	minimum	of	three	lessors	per	product	and	are	divided	into	several contracts.

# Research	and	Development

All	of	our	businesses	conduct	research	and	development	activities	to	increase	competitiveness.	Our	businesses	are	innovation-oriented	and	conduct research	and	development	activities	to	develop	new,	and	optimize	existing,	production	technologies,	as	well	as	to	develop	commercially	viable new	products	and	applications.	We	consider	the	amount	spent	during	each	of	the	last	three	fiscal	years	on	research	and	development	activities	to	be adequate	to	drive	our	strategic	initiatives.

# Intellectual	Property

We	attach	great	importance	to	patents,	trademarks,	copyrights	and	product	designs	in	order	to	protect	our	investment	in	research	and	development, manufacturing	and	marketing.	Our	policy	is	to	seek	the	widest	possible	protection	for	significant	product	and	process	developments	in	our	major markets.	Patents	may	cover	processes,	products,	intermediate	products	and	product	uses.	We	also	seek	to	register	trademarks	extensively	as	a

means	of	protecting	the	brand	names	of	our	products,	which	brand	names	become	more	important	once	the	corresponding	products	or	process patents	have	expired.	We	protect	our	trademarks	vigorously	against	infringement	and	also	seek	to	register	design	protection	where	appropriate.

In	most	industrial	countries,	patent	protection	exists	for	new	substances	and	formulations,	as	well	as	for	unique	applications	and	production processes.	However,	we	do	business	in	regions	of	the	world	where	intellectual	property	protection	may	be	limited	and	difficult	to	enforce.	We maintain	strict	information	security	policies	and	procedures	wherever	we	do	business.	Such	information	security	policies	and	procedures	include data	encryption,	controls	over	the	disclosure	and	safekeeping	of	confidential	information,	as	well	as	employee	awareness	training.	Moreover,	we monitor	our	competitors	and	vigorously	defend	and	enforce	infringements	on	our	intellectual	property	rights.

Neither	Celanese	nor	any	particular	business	segment	is	materially	dependent	upon	any	one	particular	patent,	trademark,	copyright	or	trade	secret.

# •	Trademarks

AOPlus®2,	AOPlus®,	VAntage®,	VAntage	Plustm,	BuyTiconaDirecttm,	Celanex®,	Celcon®,	Celstran®,	Celvolit®,	Compel®,	Erkol®,	GUR®, Hostaform®,	Impet®,	Mowilith®,	Nutrinova®,	Riteflex®,	Sunett®,	Vandar®,	Vectra®,	Vinamul®,	EcoVAE®,	Duroset®,	Ateva®,	Acetex®	and certain	other	products	and	services	named	in	this	document	are	trademarks,	service	marks	or	registered	trademarks	of	Celanese.	The	foregoing	is not	intended	to	be	an	exhaustive	or	comprehensive	list	of	all	trademarks,	service	marks	or	registered	trademarks	owned	by	Celanese.	Fortron®	is	a registered	trademark	of	Fortron	Industries	LLC,	a	venture	of	Celanese.

# Environmental	and	Other	Regulation

Matters	pertaining	to	environmental	and	other	regulations	are	discussed	in	Item	1A.	Risk	Factors,	Item	7.	Management's	Discussion	and	Analysis of	Financial	Condition	and	Results	of	Operations	–	Critical	Accounting	Policies	and	Estimates	–	Accounting	for	Commitments	and	Contingencies, and	Note	16	and	Note	24	to	the	consolidated	financial	statements.

# Employees

As	of	December	31,	2009,	we	had	7,400	employees	worldwide.	The	following	table	sets	forth	the	approximate	number	of	employees	on	a continuing	basis.

| continuing	basis. |  |
| :--- | :--- |
|  | Employees\tas\tof\nDecember\t31,\t2009 |
| North\tAmerica |  |
| US | 2,500 |
| Canada | 250 |
| Mexico | 700 |
| Total | 3,450 |
| Europe |  |
| Germany | 1,600 |
| Other\tEurope | 1,600 |
| Total | 3,200 |
| Asia | 700 |
| Rest\tof\tWorld | 50 |
| Total | 7,400 |

Many	of	our	employees	are	unionized,	particularly	in	Germany,	Canada,	Mexico,	Brazil,	Belgium	and	France.	However,	in	the	United	States,	less than	one	quarter	of	our	employees	are	unionized.	Moreover,	in	Germany	and	France,	wages	and	general	working	conditions	are	often	the	subject of	centrally	negotiated	collective	bargaining	agreements.	Within	the	limits	established	by	these	agreements,	our	various	subsidiaries	negotiate directly	with	the

unions	and	other	labor	organizations,	such	as	workers'	councils,	representing	the	employees.	Collective	bargaining	agreements	between	the German	chemical	employers	associations	and	unions	relating	to	remuneration	generally	have	a	term	of	one	year,	while	in	the	United	States	a	three year	term	for	collective	bargaining	agreements	is	typical.	We	offer	comprehensive	benefit	plans	for	employees	and	their	families	and	believe	our relations	with	employees	are	satisfactory.

# Backlog

We	do	not	consider	backlog	to	be	a	significant	indicator	of	the	level	of	future	sales	activity.	In	general,	we	do	not	manufacture	our	products	against a	backlog	of	orders.	Production	and	inventory	levels	are	based	on	the	level	of	incoming	orders	as	well	as	projections	of	future	demand.	Therefore, we	believe	that	backlog	information	is	not	material	to	understanding	our	overall	business	and	should	not	be	considered	a	reliable	indicator	of	our ability	to	achieve	any	particular	level	of	revenue	or	financial	performance.

# Available	Information	—	Securities	and	Exchange	Commission	("SEC")	Filings	and	Corporate	Governance	Materials

We	make	available	free	of	charge,	through	our	internet	website	(http://www.celanese.com),	our	annual	reports	on	Form	10-K,	quarterly	reports	on Form	10-Q,	current	reports	on	Form	8-K	and	amendments	to	those	reports	filed	or	furnished	pursuant	to	Section	13(a)	or	15(d)	of	the	Securities Exchange	Act	of	1934,	as	soon	as	reasonably	practicable	after	electronically	filing	such	material	with,	or	furnishing	it	to,	the	SEC.	The	SEC maintains	an	Internet	site	that	contains	reports,	proxy	and	information	statements,	and	other	information	regarding	issuers,	including	Celanese Corporation,	that	electronically	file	with	the	SEC	at	http://www.sec.gov.

We	also	make	available	free	of	charge,	through	our	internet	website,	our	Corporate	Governance	Guidelines	of	our	Board	of	Directors	and	the charters	of	each	of	the	committees	of	the	Board.	Such	materials	are	also	available	in	print	upon	the	written	request	of	any	shareholder	to	Celanese Corporation,	1601	West	LBJ	Freeway,	Dallas,	Texas,	75234-6034,	Attention:	Investor	Relations.

# Item	1A. Risk	Factors

Many	factors	could	have	an	effect	on	our	financial	condition,	cash	flows	and	results	of	operations.	We	are	subject	to	various	risks	resulting	from changing	economic,	environmental,	political,	industry,	business	and	financial	conditions.	The	factors	described	below	represent	our	principal risks.

# Risks	Related	to	Our	Business

The	worldwide	economic	downturn	and	difficult	conditions	in	the	global	capital	and	credit	markets	have	affected	and	may	continue	to adversely	affect	our	business,	as	well	as	the	industries	of	many	of	our	customers	and	suppliers,	which	are	cyclical	in	nature.

Some	of	the	markets	in	which	our	end-use	customers	participate,	such	as	the	automotive,	electrical,	construction	and	textile	industries,	are	cyclical in	nature,	thus	posing	a	risk	to	us	which	is	beyond	our	control.	These	markets	are	highly	competitive,	to	a	large	extent	driven	by	end-use	markets, and	may	experience	overcapacity,	all	of	which	may	affect	demand	for	and	pricing	of	our	products.

Recent	declines	in	consumer	and	business	confidence	and	spending,	together	with	severe	reductions	in	the	availability	and	cost	of	credit	and volatility	in	the	capital	and	credit	markets,	have	adversely	affected	the	business	and	economic	environment	in	which	we	operate	and	the profitability	of	our	business.	Our	business	is	exposed	to	risks	associated	with	the	creditworthiness	of	our	key	suppliers,	customers	and	business partners.	In	particular,	we	are	exposed	to	risks	associated	with	reduced	levels	of	automotive	and	textile	production	and	declines	in	the	housing market.	These	conditions	have	resulted	in	financial	instability	or	other	adverse	effects	at	many	of	our	suppliers,	customers	or	business	partners.	The consequences	of	such	adverse	effects	could	include	the	interruption	of	production	at	the	facilities	of	our	customers,	the	reduction,	delay	or cancellation	of	customer	orders,	delays	in	or	the	inability	of	customers	to	obtain	financing	to	purchase	our	products,	delays	or	interruptions	of	the supply	of	raw

materials	we	purchase	and	bankruptcy	of	customers,	suppliers	or	other	creditors.	The	continuation	of	any	of	these	events	may	adversely	affect	our cash	flow,	profitability	and	financial	condition.

During	2008	and	2009,	as	a	result	of	the	economic	downturn,	lenders	and	institutional	investors	reduced	and,	in	some	cases,	ceased	to	provide funding	to	borrowers	reducing	the	availability	of	liquidity	and	credit	to	fund	or	support	the	continuation	and	expansion	of	business	operations worldwide.	Although	the	markets	have	stabilized	since	2008,	future	disruption	of	the	credit	markets	could	adversely	affect	our	customer's	access to	credit	which	supports	the	continuation	and	expansion	of	their	businesses	worldwide	and	could	result	in	contract	cancellations	or	suspensions, payment	delays	or	defaults	by	our	customers.

# We	are	a	company	with	operations	around	the	world	and	are	exposed	to	general	economic,	political	and	regulatory	conditions	and	risks	in	the countries	in	which	we	have	significant	operations.

We	operate	in	the	global	market	and	have	customers	in	many	countries.	We	have	major	facilities	primarily	located	in	North	America,	Europe	and Asia,	and	hold	interests	in	ventures	that	operate	in	the	US,	Germany,	China,	Japan,	South	Korea,	Taiwan	and	Saudi	Arabia.	Our	principal customers	are	similarly	global	in	scope,	and	the	prices	of	our	most	significant	products	are	typically	world	market	prices.	Consequently,	our business	and	financial	results	are	affected,	directly	and	indirectly,	by	world	economic,	political	and	regulatory	conditions.

In	addition	to	the	worldwide	economic	downturn,	conditions	such	as	the	uncertainties	associated	with	war,	terrorist	activities,	epidemics, pandemics,	weather	or	political	instability	in	any	of	the	countries	in	which	we	operate	could	affect	us	by	causing	delays	or	losses	in	the	supply	or delivery	of	raw	materials	and	products,	as	well	as	increasing	security	costs,	insurance	premiums	and	other	expenses.	These	conditions	could	also result	in	or	lengthen	economic	recession	in	the	United	States,	Europe,	Asia	or	elsewhere.

Moreover,	changes	in	laws	or	regulations,	such	as	unexpected	changes	in	regulatory	requirements	(including	import	or	export	licensing requirements),	or	changes	in	the	reporting	requirements	of	the	United	States,	German	or	European	Union	("EU")	governmental	agencies,	could increase	the	cost	of	doing	business	in	these	regions.	Any	of	these	conditions	may	have	an	effect	on	our	business	and	financial	results	as	a	whole and	may	result	in	volatile	current	and	future	prices	for	our	securities,	including	our	stock.

In	particular,	we	have	invested	significant	resources	in	China	and	other	Asian	countries.	This	region's	growth	has	slowed	and	we	may	fail	to realize	the	anticipated	benefits	associated	with	our	investment	there	and	our	financial	results	may	be	adversely	impacted.

# We	are	subject	to	risks	associated	with	the	increased	volatility	in	the	prices	and	availability	of	key	raw	materials	and	energy.

We	purchase	significant	amounts	of	natural	gas,	ethylene	and	methanol	from	third	parties	for	use	in	our	production	of	basic	chemicals	in	the Acetyl	Intermediates	segment,	principally	formaldehyde,	acetic	acid	and	VAM.	We	use	a	portion	of	our	output	of	these	chemicals,	in	turn,	as inputs	in	the	production	of	further	products	in	all	our	business	segments.	We	also	purchase	significant	amounts	of	wood	pulp	for	use	in	our production	of	cellulose	acetate	in	the	Consumer	Specialties	segment.	The	price	of	many	of	these	items	is	dependent	on	the	available	supply	of	such item	and	may	increase	significantly	as	a	result	of	production	disruptions	or	strikes.	For	example,	the	unplanned	shutdown	of	our	Clear	Lake,	Texas facility	during	2007	together	with	other	tight	supply	conditions	caused	a	shortage	of	acetic	acid	and	increased	the	price	for	such	product.

We	are	exposed	to	volatility	in	the	prices	of	our	raw	materials	and	energy.	Although	we	have	agreements	providing	for	the	supply	of	natural	gas, ethylene,	wood	pulp,	electricity	and	fuel	oil,	the	contractual	prices	for	these	raw	materials	and	energy	vary	with	market	conditions	and	may	be highly	volatile.	Factors	that	have	caused	volatility	in	our	raw	material	prices	in	the	past	and	which	may	do	so	in	the	future	include:

•				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	or	involuntary	shutdowns;

# •				The	general	level	of	business	and	economic	activity;	and

•				The	direct	or	indirect	effect	of	governmental	regulation.

If	we	are	not	able	to	fully	offset	the	effects	of	higher	energy	and	raw	material	costs,	or	if	such	commodities	were	unavailable,	it	could	have	a significant	adverse	effect	on	our	financial	results.

# Failure	to	develop	new	products	and	production	technologies	or	to	implement	productivity	and	cost	reduction	initiatives	successfully	may	harm our	competitive	position.

Our	operating	results,	especially	in	our	Consumer	Specialties	and	Advanced	Engineered	Materials	segments,	depend	significantly	on	the development	of	commercially	viable	new	products,	product	grades	and	applications,	as	well	as	production	technologies.	If	we	are	unsuccessful	in developing	new	products,	applications	and	production	processes	in	the	future,	our	competitive	position	and	operating	results	may	be	negatively affected.	Likewise,	we	have	undertaken	and	are	continuing	to	undertake	initiatives	in	all	business	segments	to	improve	productivity	and performance	and	to	generate	cost	savings.	These	initiatives	may	not	be	completed	or	beneficial	or	the	estimated	cost	savings	from	such	activities may	not	be	realized.

# Recent	federal	regulations	aimed	at	increasing	security	at	certain	chemical	production	plants	and	similar	legislation	that	may	be	proposed	in the	future	could,	if	passed	into	law,	require	us	to	relocate	certain	manufacturing	activities	and	require	us	to	alter	or	discontinue	our production	of	certain	chemical	products,	thereby	increasing	our	operating	costs	and	causing	an	adverse	effect	on	our	results	of	operations.

Regulations	have	recently	been	issued	by	the	US	Department	of	Homeland	Security	("DHS")	aimed	at	decreasing	the	risk,	and	effects,	of	potential terrorist	attacks	on	chemical	plants	located	within	the	United	States.	Pursuant	to	these	regulations,	these	goals	would	be	accomplished	in	part through	the	requirement	that	certain	high-priority	facilities	develop	a	prevention,	preparedness,	and	response	plan	after	conducting	a	vulnerability assessment.	In	addition,	companies	may	be	required	to	evaluate	the	possibility	of	using	less	dangerous	chemicals	and	technologies	as	part	of	their vulnerability	assessments	and	prevention	plans	and	implementing	feasible	safer	technologies	in	order	to	minimize	potential	damage	to	their facilities	from	a	terrorist	attack.	We	have	registered	certain	of	our	sites	with	DHS	in	accordance	with	these	regulations,	and	are	conducting vulnerability	assessments	for	our	sites	and	until	that	is	done	we	cannot	state	with	certainty	the	costs	associated	with	any	security	plans	that	DHS may	require.	These	regulations	may	be	revised	further,	and	additional	legislation	may	be	proposed	in	the	future	on	this	topic.	It	is	possible	that such	future	legislation	could	contain	terms	that	are	more	restrictive	than	what	has	recently	been	passed	and	which	would	be	more	costly	to	us.	We cannot	predict	the	final	form	of	currently	pending	legislation,	or	other	related	legislation	that	may	be	passed	and	can	provide	no	assurance	that such	legislation	will	not	have	an	adverse	effect	on	our	results	of	operations	in	a	future	reporting	period.

# Environmental	regulations	and	other	obligations	relating	to	environmental	matters	could	subject	us	to	liability	for	fines,	clean-ups	and	other damages,	require	us	to	incur	significant	costs	to	modify	our	operations	and	increase	our	manufacturing	and	delivery	costs.

Costs	related	to	our	compliance	with	environmental	laws	and	regulations,	and	potential	obligations	with	respect	to	contaminated	sites	may	have	a significant	negative	impact	on	our	operating	results.	These	obligations	include	the	Comprehensive	Environmental	Response,	Compensation	and Liability	Act	of	1980	("CERCLA")	and	the	Resource	Conservation	and	Recovery	Act	of	1976	("RCRA")	related	to	sites	currently	or	formerly owned	or	operated	by	us,	or	where	waste	from	our	operations	was	disposed.	We	also	have	obligations	related	to	the	indemnity	agreement contained	in	the	demerger	and	transfer	agreement	between	Celanese	GmbH	and	Hoechst,	also	referred	to	as	the	demerger	agreement,	for environmental	matters	arising	out	of	certain	divestitures	that	took	place	prior	to	the	demerger.

Our	operations	are	subject	to	extensive	international,	national,	state,	local	and	other	supranational	laws	and	regulations	that	govern	environmental and	health	and	safety	matters,	including	CERCLA	and	RCRA.	We	incur	substantial	capital	and	other	costs	to	comply	with	these	requirements.	If we	violate	them,	we	can	be	held	liable	for	substantial	fines	and	other	sanctions,	including	limitations	on	our	operations	as	a	result	of	changes	to	or revocations	of	environmental	permits	involved.	Stricter	environmental,	safety	and	health	laws,	regulations	and	enforcement

policies	could	result	in	substantial	costs	and	liabilities	to	us	or	limitations	on	our	operations	and	could	subject	our	handling,	manufacture,	use, reuse	or	disposal	of	substances	or	pollutants	to	more	rigorous	scrutiny	than	at	present.	Consequently,	compliance	with	these	laws	and	regulations could	result	in	significant	capital	expenditures	as	well	as	other	costs	and	liabilities,	which	could	cause	our	business	and	operating	results	to	be	less favorable	than	expected.	An	adverse	outcome	in	these	claim	procedures	may	negatively	affect	our	earnings	and	cash	flows	in	a	particular	reporting period.

# Changes	in	environmental,	health	and	safety	regulations	in	the	jurisdictions	where	we	manufacture	and	sell	our	products	could	lead	to	a decrease	in	demand	for	our	products.

New	or	revised	governmental	regulations	and	independent	studies	relating	to	the	effect	of	our	products	on	health,	safety	and	the	environment	may affect	demand	for	our	products	and	the	cost	of	producing	our	products.

In	June	2009,	the	California	Office	of	Environmental	Health	Hazard	Assessment	("OEHHA")	formally	proposed	to	list	vinyl	acetate	monomer ("VAM"),	along	with	11	other	substances,	to	a	list	of	chemicals	"known	to	the	state	of	California"	to	cause	cancer.	OEHHA	is	required	to	maintain this	list	under	the	Safe	Drinking	Water	and	Toxic	Enforcement	Act	of	1986	("Proposition	65").	Celanese	filed	comments	in	opposition	to	the proposed	listing	because	the	listing	was	not	based	on	a	scientific	review	of	the	relevant	data	and	the	legal	standard	for	adding	VAM	to	the Proposition	65	list	had	not	been	met.	Celanese	also	filed	an	action	in	the	Sacramento	County	Supervisor	Court	seeking	declaration	that	OEHHA's proposed	listing	of	VAM	would	be	contrary	to	law.	The	Superior	Court	granted	Celanese's	request	for	relief.	It	is	anticipated	that	OEHHA	will appeal	that	decision.

We	can	provide	no	assurance	that	the	Sacramento	County	Superior	Court	decision	will	be	affirmed	on	appeal,	or	that	VAM	or	other	chemicals	we produce	will	not	be	classified	in	other	jurisdictions	in	a	manner	that	would	adversely	affect	demand	for	such	products.

We	are	a	producer	of	formaldehyde	and	plastics	derived	from	formaldehyde.	Several	studies	have	investigated	possible	links	between formaldehyde	exposure	and	various	end	points	including	leukemia.	The	International	Agency	for	Research	on	Cancer	("IARC"),	a	private	research agency,	has	reclassified	formaldehyde	from	Group	2A	(probable	human	carcinogen)	to	Group	1	(known	human	carcinogen)	based	on	studies linking	formaldehyde	exposure	to	nasopharyngeal	cancer,	a	rare	cancer	in	humans.	In	October	2009,	IARC	also	concluded	based	on	a	recent	study that	there	is	sufficient	evidence	for	a	casual	association	between	formaldehyde	and	the	development	of	leukemia.	We	expect	the	results	of	IARC's review	will	be	examined	and	considered	by	government	agencies	with	responsibility	for	setting	worker	and	environmental	exposure	standards	and labeling	requirements.

Other	pending	initiatives	will	potentially	require	toxicological	testing	and	risk	assessments	of	a	wide	variety	of	chemicals,	including	chemicals used	or	produced	by	us.	These	initiatives	include	the	Voluntary	Children's	Chemical	Evaluation	Program,	High	Production	Volume	Chemical Initiative	and	expected	modifications	to	the	Toxic	Substances	Control	Act	(TSCA)	in	the	United	States,	as	well	as	various	European	Commission programs,	such	as	the	Registration,	Evaluation,	Authorization	and	Restriction	of	Chemicals	(REACh).

The	above-mentioned	assessments	in	the	United	States	and	Europe	may	result	in	heightened	concerns	about	the	chemicals	involved	and	additional requirements	being	placed	on	the	production,	handling,	labeling	or	use	of	the	subject	chemicals.	Such	concerns	and	additional	requirements	could also	increase	the	cost	incurred	by	our	customers	to	use	our	chemical	products	and	otherwise	limit	the	use	of	these	products,	which	could	lead	to	a decrease	in	demand	for	these	products.	Such	a	decrease	in	demand	would	likely	have	an	adverse	impact	on	our	business	and	results	of	operations.

# We	are	subject	to	risks	associated	with	possible	climate	change	legislation,	regulation	and	international	accords.

Greenhouse	gas	emissions	have	increasingly	become	the	subject	of	a	large	amount	of	international,	national,	regional,	state	and	local	attention.	Cap and	trade	initiatives	to	limit	greenhouse	gas	emissions	have	been	introduced	in	the	EU.	Similarly,	numerous	bills	related	to	climate	change	have been	introduced	in	the	US	Congress,	which	could	adversely	impact	all	industries.	In	addition,	future	regulation	of	greenhouse	gas	could	occur pursuant	to	future	US	treaty	obligations,	statutory	or	regulatory	changes	under	the	Clean	Air	Act	or	new	climate	change	legislation.

While	not	all	are	likely	to	become	law,	this	is	a	strong	indication	that	additional	climate	change	related	mandates	will	be	forthcoming,	and	it	is expected	that	they	may	adversely	impact	our	costs	by	increasing	energy	costs	and	raw	material	prices	and	establishing	costly	emissions	trading schemes	and	requiring	modification	of	equipment.

A	step	toward	potential	federal	restriction	on	greenhouse	gas	emissions	was	taken	on	December	7,	2009	when	the	Environmental	Protection Agency	("EPA")	issued	its	Endangerment	Finding	in	response	to	a	decision	of	the	Supreme	Court	of	the	United	States.	The	EPA	found	that	the emission	of	six	greenhouse	gases,	including	carbon	dioxide	(which	is	emitted	from	the	combustion	of	fossil	fuels),	may	reasonably	be	anticipated to	endanger	public	health	and	welfare.	Based	on	this	finding,	the	EPA	defined	the	mix	of	these	six	greenhouse	gases	to	be	"air	pollution"	subject	to regulation	under	the	Clean	Air	Act.	Although	the	EPA	has	stated	a	preference	that	greenhouse	gas	regulation	be	based	on	new	federal	legislation rather	than	the	existing	Clean	Air	Act,	many	sources	of	greenhouse	gas	emissions	may	be	regulated	without	the	need	for	further	legislation.

The	US	Congress	is	considering	legislation	that	would	create	an	economy-wide	"cap-and-trade"	system	that	would	establish	a	limit	(or	cap)	on overall	greenhouse	gas	emissions	and	create	a	market	for	the	purchase	and	sale	of	emissions	permits	or	"allowances."	Under	the	leading cap-and-trade	proposals	before	Congress,	the	chemical	industry	likely	would	be	affected	due	to	anticipated	increases	in	energy	costs	as	fuel providers	pass	on	the	cost	of	the	emissions	allowances,	which	they	would	be	required	to	obtain,	to	cover	the	emissions	from	fuel	production	and the	eventual	use	of	fuel	by	the	Company	or	its	energy	suppliers.	In	addition,	cap-and-trade	proposals	would	likely	increase	the	cost	of	energy, including	purchases	of	steam	and	electricity,	and	certain	raw	materials	used	by	the	Company.	Other	countries	are	also	considering	or	have implemented	"cap-and-trade"	systems.	Future	environmental	regulatory	developments	related	to	climate	change	are	possible,	which	could materially	increase	operating	costs	in	the	chemical	industry	and	thereby	increase	our	manufacturing	and	delivery	costs.

# Our	production	facilities	handle	the	processing	of	some	volatile	and	hazardous	materials	that	subject	us	to	operating	risks	that	could	have	a negative	effect	on	our	operating	results.

Our	operations	are	subject	to	operating	risks	associated	with	chemical	manufacturing,	including	the	related	storage	and	transportation	of	raw materials,	products	and	waste.	These	risks	include,	among	other	things,	pipeline	and	storage	tank	leaks	and	ruptures,	explosions	and	fires	and discharges	or	releases	of	toxic	or	hazardous	substances.

These	operating	risks	can	cause	personal	injury,	property	damage	and	environmental	contamination,	and	may	result	in	the	shutdown	of	affected facilities	and	the	imposition	of	civil	or	criminal	penalties.	The	occurrence	of	any	of	these	events	may	disrupt	production	and	have	a	negative	effect on	the	productivity	and	profitability	of	a	particular	manufacturing	facility	and	our	operating	results	and	cash	flows.

# Production	at	our	manufacturing	facilities	could	be	disrupted	for	a	variety	of	reasons,	which	could	prevent	us	from	producing	enough	of	our products	to	maintain	our	sales	and	satisfy	our	customers'	demands.

A	disruption	in	production	at	our	manufacturing	facilities	could	have	a	material	adverse	effect	on	our	business.	Disruptions	could	occur	for	many reasons,	including	fire,	natural	disasters,	weather,	unplanned	maintenance	or	other	manufacturing	problems,	disease,	strikes,	transportation interruption,	government	regulation	or	terrorism.	Alternative	facilities	with	sufficient	capacity	or	capabilities	may	not	be	available,	may	cost substantially	more	or	may	take	a	significant	time	to	start	production,	each	of	which	could	negatively	affect	our	business	and	financial	performance. If	one	of	our	key	manufacturing	facilities	is	unable	to	produce	our	products	for	an	extended	period	of	time,	our	sales	may	be	reduced	by	the shortfall	caused	by	the	disruption	and	we	may	not	be	able	to	meet	our	customers'	needs,	which	could	cause	them	to	seek	other	suppliers.	For example,	during	2007,	production	was	disrupted	for	an	extended	period	of	time	at	our	Clear	Lake,	Texas	facility	that	produces	primarily	acetic acid	and	VAM.	The	disruption	was	caused	by	an	unplanned	outage	of	our	acetic	acid	unit.	Because	of	this	disruption,	the	volumes	of	our	Acetyl Intermediates	segment	were	lower	than	we	had	expected	for	2007	as	we	were	unable	to	fully	offset	the	lost	production.	Similar	outages	could	occur in	the	future	from	unexpected	disruptions	at	any	of	our	other	manufacturing	facilities	of	key	products.	Such	outages	could	have	an	adverse	effect on	our	results	of	operations	in	future	reporting	periods.

# Our	business	and	financial	results	may	be	adversely	affected	by	various	legal	and	regulatory	proceedings.

We	are	subject	to	legal	and	regulatory	proceedings,	lawsuits	and	claims	in	the	normal	course	of	business	and	could	become	subject	to	additional claims	in	the	future,	some	of	which	could	be	material.	The	outcome	of	existing	proceedings,	lawsuits	and	claims	may	differ	from	our	expectations because	the	outcomes	of	litigation,	including	regulatory	matters,	are	often	difficult	to	reliably	predict.	Various	factors	or	developments	can	lead	us to	change	current	estimates	of	liabilities	and	related	insurance	receivables	where	applicable,	or	make	such	estimates	for	matters	previously	not susceptible	to	reasonable	estimates,	such	as	a	significant	judicial	ruling	or	judgment,	a	significant	settlement,	significant	regulatory	developments, or	changes	in	applicable	law.	A	future	adverse	ruling,	settlement,	or	unfavorable	development	could	result	in	charges	that	could	have	a	material adverse	effect	on	our	business,	results	of	operations	or	financial	condition	in	any	particular	period.	For	a	more	detailed	discussion	of	our	legal proceedings,	see	Item	3.	Legal	Proceedings	below.

# We	may	experience	unexpected	difficulties	and	incur	unexpected	costs	in	the	relocation	of	our	Ticona	plant	from	Kelsterbach	to	the	Rhine Main	area,	which	may	increase	our	costs,	delay	the	transition	or	disrupt	our	ability	to	supply	our	customers.

We	have	agreed	with	Frankfurt,	Germany	Airport	("Fraport")	to	relocate	our	Kelsterbach,	Germany	business,	resolving	several	years	of	legal disputes	related	to	the	planned	Frankfurt	airport	expansion.	As	a	result	of	the	settlement,	we	will	transition	Ticona's	operations	from	Kelsterbach	to another	location	in	Germany	by	mid-2011.	In	July	2007,	we	announced	that	we	would	relocate	the	Kelsterbach,	Germany	business	to	the	Hoechst Industrial	Park	in	the	Rhine	Main	area.	Over	a	five-year	period,	Fraport	agreed	to	pay	Ticona	a	total	of	€670	million	to	offset	the	costs	associated with	the	transition	of	the	business	from	its	current	location	and	the	closure	of	the	Kelsterbach	plant.	While	the	settlement	and	related	payment amount	was	meant	to	be	cost-neutral	and	represent	the	amount	required	to	select	a	site,	build	new	production	facilities,	demolish	old	production facilities	and	transition	business	activities	according	to	schedule	and	without	any	disruptions	to	customer	supply,	we	may	encounter	unexpected costs	or	other	difficulties	during	the	relocation	process	that	bring	the	total	costs	of	the	relocation	to	an	amount	greater	than	the	compensation provided	by	Fraport.	The	relocation	of	these	facilities	represents	a	major	logistical	undertaking,	and	we	may	have	underestimated	the	amount	that will	be	required	to	carry	out	every	aspect	of	the	relocation.	We	may	lose	the	services	of	valuable	experienced	employees	during	the	transition	if they	decide	not	to	work	at	the	new	location.	The	construction	of	the	new	facilities	may	not	be	complete	on	time	or	may	face	cost	overruns.	If	our costs	relating	to	the	relocation	exceed	the	amount	of	payments	from	Fraport	or	if	the	relocation	causes	other	unexpected	difficulties,	our	expenses may	increase	or	supplies	to	our	customers	may	be	disrupted.

If	supply	to	our	customers	is	disrupted	for	an	extended	period,	this	could	negatively	impact	the	reputation	of	this	business	and	result	in	the	loss	of customers.	Such	effects	could	have	an	adverse	impact	on	our	results	of	operations	in	future	periods.

# Our	significant	non-US	operations	expose	us	to	global	exchange	rate	fluctuations	that	could	adversely	impact	our	profitability.

Because	we	conduct	a	significant	portion	of	our	operations	outside	the	United	States,	fluctuations	in	currencies	of	other	countries,	especially	the Euro,	may	materially	affect	our	operating	results.	For	example,	changes	in	currency	exchange	rates	may	decrease	our	profits	in	comparison	to	the profits	of	our	competitors	on	the	same	products	sold	in	the	same	markets	and	increase	the	cost	of	items	required	in	our	operations.

A	substantial	portion	of	our	net	sales	is	denominated	in	currencies	other	than	the	US	dollar.	In	our	consolidated	financial	statements,	we	translate our	local	currency	financial	results	into	US	dollars	based	on	average	exchange	rates	prevailing	during	a	reporting	period	or	the	exchange	rate	at	the end	of	that	period.	During	times	of	a	strengthening	US	dollar	our	reported	international	sales,	earnings,	assets	and	liabilities	will	be	reduced because	the	local	currency	will	translate	into	fewer	US	dollars.

In	addition	to	currency	translation	risks,	we	incur	a	currency	transaction	risk	whenever	one	of	our	operating	subsidiaries	enters	into	either	a purchase	or	a	sales	transaction	using	a	currency	different	from	the	operating	subsidiary's	functional	currency.	Given	the	volatility	of	exchange rates,	we	may	not	be	able	to	manage	our	currency	transaction	and	translation	risks	effectively,	and	volatility	in	currency	exchange	rates	may expose	our	financial

condition	or	results	of	operations	to	a	significant	additional	risk.	Since	a	portion	of	our	indebtedness	is	and	will	be	denominated	in	currencies	other than	US	dollars,	a	weakening	of	the	US	dollar	could	make	it	more	difficult	for	us	to	repay	our	indebtedness.

We	use	financial	instruments	to	hedge	our	exposure	to	foreign	currency	fluctuations,	but	we	cannot	guarantee	that	our	hedging	strategies	will	be effective.	Failure	to	effectively	manage	these	risks	could	have	an	adverse	impact	on	our	financial	position,	results	of	operations	and	cash	flows.

# Significant	changes	in	pension	fund	investment	performance	or	assumptions	relating	to	pension	costs	may	have	a	material	effect	on	the valuation	of	pension	obligations,	the	funded	status	of	pension	plans	and	our	pension	cost.

The	cost	of	our	pension	plans	is	incurred	over	long	periods	of	time	and	involves	many	uncertainties	during	those	periods	of	time.	Our	funding policy	for	pension	plans	is	to	accumulate	plan	assets	that,	over	the	long	run,	will	approximate	the	present	value	of	projected	benefit	obligations. Our	pension	cost	is	materially	affected	by	the	discount	rate	used	to	measure	pension	obligations,	the	level	of	plan	assets	available	to	fund	those obligations	at	the	measurement	date	and	the	expected	long-term	rate	of	return	on	plan	assets.	Significant	changes	in	investment	performance	or	a change	in	the	portfolio	mix	of	invested	assets	can	result	in	corresponding	increases	and	decreases	in	the	valuation	of	plan	assets,	particularly	equity securities,	or	in	a	change	of	the	expected	rate	of	return	on	plan	assets.	During	2008,	the	value	of	our	plan	assets	declined	significantly	due	to	the decline	in	the	overall	equity	markets.	A	change	in	the	discount	rate	would	result	in	a	significant	increase	or	decrease	in	the	valuation	of	pension obligations,	affecting	the	reported	funded	status	of	our	pension	plans	as	well	as	the	net	periodic	pension	cost	in	the	following	fiscal	years.	In	recent years,	an	extended	duration	strategy	in	the	asset	portfolio	has	been	implemented	to	minimize	the	influence	of	liability	volatility	due	to	interest	rate movements.	Similarly,	changes	in	the	expected	return	on	plan	assets	can	result	in	significant	changes	in	the	net	periodic	pension	cost	for subsequent	fiscal	years.	If	the	value	of	our	pension	fund's	portfolio	declines	or	does	not	perform	as	expected	or	if	our	experience	with	the	fund leads	us	to	change	our	assumptions	regarding	the	fund,	we	may	be	required	to	contribute	additional	capital	to	the	fund.

# Our	future	success	will	depend	in	part	on	our	ability	to	protect	our	intellectual	property	rights.	Our	inability	to	enforce	these	rights	could reduce	our	ability	to	maintain	our	market	position	and	our	profit	margins.

We	attach	great	importance	to	our	patents,	trademarks,	copyrights	and	product	designs	in	order	to	protect	our	investment	in	research	and development,	manufacturing	and	marketing.	We	also	license	patents	and	other	technology	from	third	parties.	Our	policy	is	to	seek	the	widest possible	protection	for	significant	product	and	process	developments	in	our	major	markets.	Patents	may	cover	processes,	products,	intermediate products	and	product	uses.	Protection	for	individual	products	extends	for	varying	periods	in	accordance	with	the	date	of	patent	application	filing and	the	legal	life	of	patents	in	the	various	countries.	The	protection	afforded,	which	may	also	vary	from	country	to	country,	depends	upon	the	type of	patent	and	its	scope	of	coverage.	As	patents	expire,	the	products	and	processes	described	and	claimed	in	those	patents	become	generally available	for	use	by	the	public.	We	also	seek	to	register	trademarks	extensively	as	a	means	of	protecting	the	brand	names	of	our	products,	which brand	names	become	more	important	once	the	corresponding	product	or	process	patents	have	expired.	Our	continued	growth	strategy	may	bring	us to	regions	of	the	world	where	intellectual	property	protection	may	be	limited	and	difficult	to	enforce.	If	we	are	not	successful	in	protecting	or maintaining	our	patent,	license,	trademark	or	other	intellectual	property	rights,	our	revenues,	results	of	operations	and	cash	flows	may	be	adversely affected.

# Provisions	in	certificate	of	incorporation	and	bylaws,	as	well	as	any	shareholders'	rights	plan,	may	discourage	a	takeover	attempt.

Provisions	contained	in	our	certificate	of	incorporation	and	bylaws	could	make	it	more	difficult	for	a	third	party	to	acquire	us,	even	if	doing	so might	be	beneficial	to	our	shareholders.	Provisions	of	our	certificate	of	incorporation	and	bylaws	impose	various	procedural	and	other requirements,	which	could	make	it	more	difficult	for	shareholders	to	effect	certain	corporate	actions.	For	example,	our	certificate	of	incorporation authorizes	our	Board	of	Directors	to	determine	the	rights,	preferences,	privileges	and	restrictions	of	unissued	series	of	preferred	stock,	without	any vote	or	action	by	our	shareholders.	Thus,	our	Board	of	Directors	can	authorize	and	issue	shares	of	preferred	stock	with

voting	or	conversion	rights	that	could	adversely	affect	the	voting	or	other	rights	of	holders	of	our	Series	A	common	stock.	These	rights	may	have the	effect	of	delaying	or	deterring	a	change	of	control	of	our	Company.	In	addition,	a	change	of	control	of	our	company	may	be	delayed	or deterred	as	a	result	of	our	having	three	classes	of	directors	(each	class	elected	for	a	three	year	term)	or	as	a	result	of	any	shareholders'	rights	plan that	our	Board	of	Directors	may	adopt.	These	provisions	could	limit	the	price	that	certain	investors	might	be	willing	to	pay	in	the	future	for	shares of	our	Series	A	common	stock.

# Risks	Related	to	the	Acquisition	of	Celanese	GmbH,	formerly	Celanese	AG

# The	amounts	of	the	fair	cash	compensation	and	of	the	guaranteed	annual	payment	offered	under	the	domination	and	profit	and	loss	transfer agreement	("Domination	Agreement")	and/or	the	compensation	paid	in	connection	with	the	squeeze-out	may	be	increased,	which	may	further reduce	the	funds	the	Purchaser	can	otherwise	make	available	to	us.

Several	minority	shareholders	of	Celanese	GmbH	have	initiated	special	award	proceedings	seeking	the	court's	review	of	the	amounts	of	the	fair cash	compensation	and	of	the	guaranteed	annual	payment	offered	under	the	Domination	Agreement.	On	December	12,	2006,	the	Frankfurt	District Court	appointed	an	expert	to	help	determine	the	value	of	Celanese	AG	as	of	July	31,	2004,	on	which	date	an	extraordinary	shareholder	meeting	of Celanese	AG	was	held	to	resolve	the	Domination	Agreement.	As	a	result	of	these	proceedings,	the	amounts	of	the	fair	cash	compensation	and	of the	guaranteed	annual	payment	could	be	increased	by	the	court,	and	the	Purchaser	would	be	required	to	make	such	payments	within	two	months after	the	publication	of	the	court's	ruling.	Any	such	increase	may	be	substantial.	All	minority	shareholders	would	be	entitled	to	claim	the respective	higher	amounts.	This	may	reduce	the	funds	the	Purchaser	can	make	available	to	us	and,	accordingly,	diminish	our	ability	to	make payments	on	our	indebtedness.	See	Note	24	to	the	consolidated	financial	statements	for	further	information.

The	Company	also	received	applications	for	the	commencement	of	award	proceedings	filed	by	79	shareholders	against	the	Purchaser	with	the Frankfurt	District	Court	requesting	the	court	to	set	a	higher	amount	for	the	Squeeze-Out	compensation.	Should	the	court	set	a	higher	value	for	the Squeeze-Out	compensation,	former	Celanese	AG	shareholders	who	ceased	to	be	shareholders	of	Celanese	AG	due	to	the	Squeeze-Out	are	entitled, pursuant	to	a	settlement	agreement	between	the	Purchaser	and	certain	former	Celanese	AG	shareholders,	to	claim	for	their	shares	the	higher	of	the compensation	amounts	determined	by	the	court	in	these	different	proceedings.	Previously	received	compensation	for	their	shares	will	be	offset	so that	those	shareholders	who	ceased	to	be	shareholders	of	Celanese	AG	due	to	the	Squeeze-Out	are	not	entitled	to	more	than	higher	of	the	amount set	in	the	two	court	proceedings.

# The	Purchaser	may	be	required	to	compensate	Celanese	GmbH	for	annual	losses,	which	may	reduce	the	funds	the	Purchaser	can	otherwise make	available	to	us.

Under	the	Domination	Agreement,	the	Purchaser	is	required,	among	other	things,	to	compensate	Celanese	GmbH	for	any	annual	loss	incurred, determined	in	accordance	with	German	accounting	requirements,	by	Celanese	GmbH	at	the	end	of	the	fiscal	year	in	which	the	loss	was	incurred. This	obligation	to	compensate	Celanese	GmbH	for	annual	losses	will	apply	during	the	entire	term	of	the	Domination	Agreement.	If	Celanese GmbH	incurs	losses	during	any	period	of	the	operative	term	of	the	Domination	Agreement	and	if	such	losses	lead	to	an	annual	loss	of	Celanese GmbH	at	the	end	of	any	given	fiscal	year	during	the	term	of	the	Domination	Agreement,	the	Purchaser	will	be	obligated	to	make	a	corresponding cash	payment	to	Celanese	GmbH	to	the	extent	that	the	respective	annual	loss	is	not	fully	compensated	for	by	the	dissolution	of	profit	reserves accrued	at	the	level	of	Celanese	GmbH	during	the	term	of	the	Domination	Agreement.	The	Purchaser	may	be	able	to	reduce	or	avoid	cash payments	to	Celanese	GmbH	by	off-setting	against	such	loss	compensation	claims	by	Celanese	GmbH	any	valuable	counterclaims	against Celanese	GmbH	that	the	Purchaser	may	have.	If	the	Purchaser	is	obligated	to	make	cash	payments	to	Celanese	GmbH	to	cover	an	annual	loss,	we may	not	have	sufficient	funds	to	make	payments	on	our	indebtedness	when	due	and,	unless	the	Purchaser	is	able	to	obtain	funds	from	a	source other	than	annual	profits	of	Celanese	GmbH,	the	Purchaser	may	not	be	able	to	satisfy	its	obligation	to	fund	such	shortfall.	See	Note	24	to	the consolidated	financial	statements.	Since	the	Domination	Agreement	has	been	terminated	effective	as	of	December	31,	2009,	there	will	be	no obligation	by	the	Purchaser	to	compensate	Celanese	GmbH	for	any	losses	incurred	after	December	31,	2009.

# We	and	two	of	our	subsidiaries	have	taken	on	certain	obligations	with	respect	to	the	Purchaser's	obligation	under	the	Domination	Agreement and	intercompany	indebtedness	to	Celanese	GmbH,	which	may	diminish	our	ability	to	make	payments	on	our	indebtedness.

Our	subsidiaries,	Celanese	International	Holdings	Luxembourg	S.à	r.l.	("CIH"),	formerly	Celanese	Caylux	Holdings	Luxembourg	S.C.A.,	and Celanese	US,	have	each	agreed	to	provide	the	Purchaser	with	financing	so	that	the	Purchaser	is	at	all	times	in	a	position	to	completely	meet	its obligations	under,	or	in	connection	with,	the	Domination	Agreement.	In	addition,	Celanese	has	guaranteed	(i)	that	the	Purchaser	will	meet	its obligation	under	the	Domination	Agreement	to	compensate	Celanese	GmbH	for	any	annual	loss	incurred	by	Celanese	GmbH	during	the	term	of the	Domination	Agreement;	and	(ii)	the	repayment	of	all	existing	intercompany	indebtedness	of	Celanese's	subsidiaries	to	Celanese	GmbH. Further,	under	the	terms	of	Celanese's	guarantee,	in	certain	limited	circumstances	Celanese	GmbH	may	be	entitled	to	require	the	immediate repayment	of	some	or	all	of	the	intercompany	indebtedness	owed	by	Celanese's	subsidiaries	to	Celanese	GmbH.	If	CIH	and/or	Celanese	US	are obligated	to	make	payments	under	their	obligations	to	the	Purchaser	or	Celanese	GmbH,	as	the	case	may	be,	or	if	the	intercompany	indebtedness owed	to	Celanese	GmbH	is	accelerated,	we	may	not	have	sufficient	funds	for	payments	on	our	indebtedness	when	due.	Since	the	Domination Agreement	has	been	terminated	effective	as	of	December	31,	2009,	there	will	be	no	obligation	by	the	Purchaser	to	compensate	Celanese	GmbH	for any	losses	incurred	after	December	31,	2009	and	our	subsidiaries	will	be	released	from	their	obligations.

# Risks	Related	to	Our	Indebtedness

See	also	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	—	Liquidity	and	Capital	Resources	— Debt	and	Other	Obligations.

# Our	level	of	indebtedness	could	diminish	our	ability	to	raise	additional	capital	to	fund	our	operations,	limit	our	ability	to	react	to	changes	in	the economy	or	the	chemicals	industry	and	prevent	us	from	meeting	obligations	under	our	indebtedness.

Our	total	indebtedness	is	approximately	$3.5	billion	as	of	December	31,	2009.

Our	debt	could	have	important	consequences,	including:

•				increasing	vulnerability	to	general	economic	and	industry	conditions	including	exacerbating	any	adverse	business	effects	that	are	determined	to be	material	adverse	effects	under	our	senior	credit	facility;

•				requiring	a	substantial	portion	of	cash	flow	from	operations	to	be	dedicated	to	the	payment	of	principal	and	interest	on	indebtedness,	therefore reducing	our	ability	to	use	our	cash	flow	to	fund	operations,	capital	expenditures	and	future	business	opportunities;

•				exposing	us	to	the	risk	of	increased	interest	rates	as	certain	of	our	borrowings	are	at	variable	rates	of	interest;

•				limiting	our	ability	to	obtain	additional	financing	for	working	capital,	capital	expenditures,	product	development,	debt	service	requirements, acquisitions	and	general	corporate	or	other	purposes;	and

•				limiting	our	ability	to	adjust	to	changing	market	conditions	and	placing	us	at	a	competitive	disadvantage	compared	to	our	competitors	who have	less	debt.

A	breach	of	a	covenant	or	other	provision	in	any	debt	instrument	governing	our	current	or	future	indebtedness	could	result	in	a	default	under	that instrument	and,	due	to	cross-default	provisions,	could	result	in	a	default	under	our	senior	credit	facility.	Upon	the	occurrence	of	an	event	of	default under	the	senior	credit	facility,	the	lenders	could	elect	to	declare	all	amounts	outstanding	to	be	immediately	due	and	payable	and	terminate	all commitments	to	extend	further	credit.	If	we	were	unable	to	repay	those	amounts,	the	lenders	could	proceed	against	the	collateral,	if	any,	granted	to them	to	secure	the	indebtedness.	If	the	lenders	under	the	senior	credit	facility	were	to	accelerate	the	payment	of	the	indebtedness,	there	is	no guarantee	that	our	assets	or	cash	flow	would	be	sufficient	to	repay	in	full	our	outstanding	indebtedness.

Moreover,	the	terms	of	our	existing	debt	do	not	fully	prohibit	us	or	our	subsidiaries	from	incurring	substantial	additional	indebtedness	in	the future.	If	new	debt,	including	amounts	available	under	our	senior	credit	agreement,	is	added	to	our	current	debt	levels,	the	related	risks	that	we now	face	could	intensify.	See	also	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	—	Liquidity and	Capital	Resources	—	Debt	and	Other	Obligations.

# Our	variable	rate	indebtedness	subjects	us	to	interest	rate	risk,	which	could	cause	our	debt	service	obligations	to	increase	significantly	and affect	our	operating	results.

Certain	of	our	borrowings	are	at	variable	rates	of	interest	and	expose	us	to	interest	rate	risk.	If	interest	rates	were	to	increase,	our	debt	service obligations	on	our	variable	rate	indebtedness	would	increase,	net	of	the	impacts	of	hedges	in	place.	As	of	December	31,	2009,	we	had	$2.2	billion, €440	million	and	CNY	1.4	billion	of	variable	rate	debt,	of	which	$1.6	billion	and	€150	million	is	hedged	with	interest	rate	swaps,	which	leaves $643	million,	€290	million	and	CNY	1.4	billion	of	variable	rate	debt	subject	to	interest	rate	exposure.	Accordingly,	a	1%	increase	in	interest	rates would	increase	annual	interest	expense	by	approximately	$13	million.

Our	senior	credit	agreement	consists	of	$2,280	million	of	US	dollar	denominated	and	€400	million	of	Euro	denominated	term	loans	due	2014,	a $600	million	revolving	credit	facility	terminating	in	2013	and	a	$228	million	credit-linked	revolving	facility	terminating	in	2014.	Borrowings under	the	senior	credit	agreement	bear	interest	at	a	variable	interest	rate	based	on	LIBOR	(for	US	dollars)	or	EURIBOR	(for	Euros),	as	applicable, or,	for	US	dollar	denominated	loans	under	certain	circumstances,	a	base	rate,	in	each	case	plus	an	applicable	margin.	The	applicable	margin	for	the term	loans	and	any	loans	under	the	credit-linked	revolving	facility	is	1.75%,	subject	to	potential	reductions	as	defined	in	the	new	senior	credit agreement.	The	term	loans	under	the	senior	credit	agreement	are	subject	to	amortization	at	1%	of	the	initial	principal	amount	per	annum,	payable quarterly,	commencing	in	July	2007.	The	remaining	principal	amount	of	the	term	loans	will	be	due	on	April	2,	2014.

An	increase	in	interest	rates	could	have	an	adverse	impact	on	our	future	results	of	operations	and	cash	flows.	See	also	Item	7A.	Quantitative	and Qualitative	Disclosures	About	Market	Risk	—	Interest	Rate	Risk	Management.

# We	may	not	be	able	to	generate	sufficient	cash	to	service	our	indebtedness,	and	may	be	forced	to	take	other	actions	to	satisfy	obligations	under our	indebtedness,	which	may	not	be	successful.

Our	ability	to	satisfy	our	cash	needs	depends	on	cash	on	hand,	receipt	of	additional	capital,	including	possible	additional	borrowings,	and	receipt	of cash	from	our	subsidiaries	by	way	of	distributions,	advances	or	cash	payments.

Our	ability	to	make	scheduled	payments	on	or	to	refinance	our	debt	obligations	depends	on	the	financial	condition	and	operating	performance	of our	subsidiaries,	which	is	subject	to	prevailing	economic	and	competitive	conditions	and	to	certain	financial,	business	and	other	factors	beyond our	control.	We	may	not	be	able	to	maintain	a	level	of	cash	flows	from	operating	activities	sufficient	to	permit	us	to	pay	the	principal,	premium,	if any,	and	interest	on	our	indebtedness.

If	our	cash	flows	and	capital	resources	are	insufficient	to	fund	our	debt	service	obligations,	we	may	be	forced	to	reduce	or	delay	capital expenditures,	sell	assets,	seek	additional	capital	or	restructure	or	refinance	our	indebtedness.	These	alternative	measures	may	not	be	successful	and may	not	permit	us	to	meet	our	scheduled	debt	service	obligations.	In	the	absence	of	such	operating	results	and	resources,	we	could	face	substantial liquidity	problems	and	might	be	required	to	dispose	of	material	assets	or	operations	to	meet	our	debt	service	and	other	obligations.	The	senior credit	agreement	governing	our	indebtedness	restricts	our	ability	to	dispose	of	assets	and	use	the	proceeds	from	the	disposition.	We	may	not	be able	to	consummate	those	dispositions	or	to	obtain	the	proceeds	which	we	could	realize	from	them	and	these	proceeds	may	not	be	adequate	to meet	any	debt	service	obligations	then	due.

# Restrictive	covenants	in	our	debt	instruments	may	limit	our	ability	to	engage	in	certain	transactions	and	may	diminish	our	ability	to	make payments	on	our	indebtedness.

The	senior	credit	agreement	governing	our	indebtedness	contains	various	covenants	that	limit	our	ability	to	engage	in	specified	types	of transactions.	The	covenants	contained	in	the	senior	credit	agreement	limit	our	ability	to,	among	other	things,	incur	additional	indebtedness,	pay dividends	on	or	make	other	distributions	on	or	repurchase	capital

stock	or	make	other	restricted	payments,	make	investments	and	sell	certain	assets.	Such	restrictions	in	our	debt	instruments	could	result	in	us having	to	obtain	the	consent	of	our	lenders	in	order	to	take	certain	actions.	Recent	disruptions	in	credit	markets	may	prevent	us	from	or	make	it more	difficult	or	more	costly	for	us	to	obtain	such	consents	from	our	lenders.	Our	ability	to	expand	our	business	or	to	address	declines	in	our business	may	be	limited	if	we	are	unable	to	obtain	such	consents.

In	addition,	the	senior	credit	agreement	requires	us	to	maintain	a	maximum	first	lien	senior	secured	leverage	ratio	if	there	are	outstanding borrowings	under	the	revolving	credit	facility.	Our	ability	to	meet	this	financial	ratio	can	be	affected	by	events	beyond	our	control,	and	we	may	not be	able	to	meet	this	test	at	all.

A	breach	of	any	of	these	covenants	could	result	in	a	default	under	the	senior	credit	agreement.	Upon	the	occurrence	of	an	event	of	default	under	the senior	credit	agreement,	the	lenders	could	elect	to	declare	all	amounts	outstanding	under	the	senior	credit	agreement	to	be	immediately	due	and payable	and	terminate	all	commitments	to	extend	further	credit.	If	we	were	unable	to	repay	those	amounts,	the	lenders	under	the	senior	credit agreement	could	proceed	against	the	collateral	granted	to	them	to	secure	that	indebtedness.	Our	subsidiaries	have	pledged	a	significant	portion	of our	assets	as	collateral	under	the	senior	credit	agreement.	If	the	lenders	under	the	senior	credit	agreement	accelerate	the	repayment	of	borrowings, we	may	not	have	sufficient	assets	to	repay	amounts	borrowed	under	the	senior	credit	agreement	as	well	as	their	other	indebtedness,	which	could have	a	material	adverse	effect	on	the	value	of	our	stock.

# The	terms	of	our	senior	credit	agreement	limit	the	ability	of	Celanese	Holdings	LLC	and	its	subsidiaries	to	pay	dividends	or	otherwise	transfer their	assets	to	us.

Our	operations	are	conducted	through	our	subsidiaries	and	our	ability	to	pay	dividends	is	dependent	on	the	earnings	and	the	distribution	of	funds from	our	subsidiaries.	However,	the	terms	of	our	senior	credit	agreement	limit	the	ability	of	Celanese	Holdings	LLC	and	its	subsidiaries	to	pay dividends	or	otherwise	transfer	their	assets	to	us.	Accordingly,	our	ability	to	pay	dividends	on	our	stock	is	similarly	limited.

# Item	1B. Unresolved	Staff	Comments

None.

# Item	2. Properties

# Description	of	Property

We	own	or	lease	numerous	production	and	manufacturing	facilities	throughout	the	world.	We	also	own	or	lease	other	properties,	including	office buildings,	warehouses,	pipelines,	research	and	development	facilities	and	sales	offices.	We	continuously	review	and	evaluate	our	facilities	as	a	part of	our	strategy	to	optimize	our	business	portfolio.	The	following	table	sets	forth	a	list	of	our	principal	production	and	other	facilities	throughout the	world	as	of	December	31,	2009.

(1) Site	is	no	longer	operational	and	is	currently	held	for	sale.

(2) Multiple	Celanese	business	segments	conduct	operations	at	the	Tarragona	site.	Celanese	owns	its	assets	at	the	facility	but	shares	ownership	in the	land.	Celanese's	ownership	percentage	in	the	land	is	15%.

(3) Multiple	Celanese	business	segments	conduct	operations	at	the	Nanjing	facility.	Celanese	owns	the	assets	on	this	site,	but	utilizes	the	land through	the	terms	of	a	long-term	land	lease.

(4) Multiple	Celanese	business	segments	conduct	operations	at	the	Frankfurt	facility.

(5) Celanese	owns	the	assets	on	this	site,	but	utilizes	the	land	through	the	terms	of	a	long-term	land	lease.

(6) A	Celanese	cost	method	investment.

(7) A	Celanese	equity	method	investment.

We	believe	that	our	current	facilities	are	adequate	to	meet	the	requirements	of	our	present	and	foreseeable	future	operations.	We	continue	to review	our	capacity	requirements	as	part	of	our	strategy	to	maximize	our	global	manufacturing	efficiency.

See	Note	8	to	the	consolidated	financial	statements	for	more	information	on	our	cost	and	equity	method	investments.

For	information	on	environmental	issues	associated	with	our	properties,	see	Item	1A.	Risk	Factors	and	Item	7.	Management's	Discussion	and Analysis	of	Financial	Condition	and	Results	of	Operations	–	Critical	Accounting	Policies	and	Estimates	–	Accounting	for	Commitments	and Contingencies.	Additional	information	with	respect	to	our	property,	plant	and	equipment,	and	leases	is	contained	in	Note	9	and	Note	21	to	the consolidated	financial	statements.

# Item	3. Legal	Proceedings

We	are	involved	in	a	number	of	legal	and	regulatory	proceedings,	lawsuits	and	claims	incidental	to	the	normal	conduct	of	our	business,	relating	to such	matters	as	product	liability,	antitrust,	intellectual	property,	workers'	compensation,	prior	acquisitions,	past	waste	disposal	practices	and release	of	chemicals	into	the	environment.	While	it	is	impossible	at	this	time	to	determine	with	certainty	the	ultimate	outcome	of	these proceedings,	lawsuits	and	claims,	we	are	actively	defending	those	matters	where	the	Company	is	named	as	a	defendant.	Additionally,	we	believe, based	on	the	advice	of	legal	counsel,	that	adequate	reserves	have	been	made	and	that	the	ultimate	outcomes	of	all	such	litigation	claims	will	not have	a	material	adverse	effect	on	our	financial	position,	but	may	have	a	material	adverse	effect	on	our	results	of	operations	or	cash	flows	in	any given	accounting	period.	See	Note	24	to	the	consolidated	financial	statements	for	a	discussion	of	material	legal	proceedings.

# Item	4. Submission	of	Matters	to	a	Vote	of	Security	Holders

No	matters	were	submitted	to	a	vote	of	security	holders	during	the	fourth	quarter	of	2009.

# PART	II

# Item	5.	Market	for	the	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Market	Information

Our	Series	A	common	stock	has	traded	on	the	New	York	Stock	Exchange	under	the	symbol	"CE"	since	January	21,	2005.	The	closing	sale	price	of our	Series	A	common	stock,	as	reported	by	the	New	York	Stock	Exchange,	on	February	5,	2010	was	$29.89.	The	following	table	sets	forth	the high	and	low	intraday	sales	prices	per	share	of	our	common	stock,	as	reported	by	the	New	York	Stock	Exchange,	for	the	periods	indicated.

|  | High | Low |
| :--- | :--- | :--- |
| 2009 |  |  |
| Quarter\tended\tMarch\t31,\t2009 | $\t\t15.27 | $7.44 |
| Quarter\tended\tJune\t30,\t2009 | $24.30 | $12.67 |
| Quarter\tended\tSeptember\t30,\t2009 | $27.93 | $19.72 |
| Quarter\tended\tDecember\t31,\t2009 | $33.41 | $23.65 |
| 2008 |  |  |
| Quarter\tended\tMarch\t31,\t2008 | $43.72 | $\t\t31.76 |
| Quarter\tended\tJune\t30,\t2008 | $50.99 | $39.50 |
| Quarter\tended\tSeptember\t30,\t2008 | $47.02 | $24.68 |
| Quarter\tended\tDecember\t31,\t2008 | $27.76 | $5.71 |

# Holders

No	shares	of	Celanese's	Series	B	common	stock	are	issued	and	outstanding.	As	of	February	5,	2010,	there	were	64	holders	of	record	of	our Series	A	common	stock,	and	one	holder	of	record	of	our	4.25%	convertible	perpetual	preferred	stock	("Preferred	Stock").	By	including	persons holding	shares	in	broker	accounts	under	street	names,	however,	we	estimate	our	shareholder	base	to	be	approximately	28,000	as	of	February	5, 2010.

On	February	1,	2010,	we	announced	we	would	elect	to	redeem	all	of	our	9,600,000	outstanding	shares	of	our	Preferred	Stock	on	February	22, 2010	("Redemption	Date").	On	that	date,	each	share	of	our	Preferred	Stock	will	be	redeemed	for	a	number	of	shares	of	our	Series	A	common stock	equal	to	the	redemption	price	($25.06)	divided	by	97.5%	of	the	average	closing	price	of	our	Series	A	common	stock	for	the	10	trading	days ending	on	the	fifth	trading	day	prior	to	February	22,	2010.

Holders	of	the	Preferred	Stock	also	have	the	right	to	convert	their	shares	at	any	time	prior	to	5:00	p.m.,	New	York	City	time,	on	February	19, 2010,	the	business	day	immediately	preceding	the	Redemption	Date.	Holders	who	want	to	convert	their	shares	of	our	Preferred	Stock	must	satisfy all	of	the	requirements	as	defined	in	the	Certificate	of	Designations	prior	to	5:00	p.m.,	New	York	City	time,	in	order	to	effect	conversion	of	their shares	of	Preferred	Stock.	Each	share	of	Preferred	Stock	is	convertible	into	1.2600	shares	of	our	Series	A	common	stock,	subject	to	adjustment under	certain	circumstances	as	set	forth	in	the	Certificates	of	Designations.

# Dividend	Policy

Our	Board	of	Directors	adopted	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Series	A common	stock	at	an	annual	rate	of	$0.16	per	share	unless	our	Board	of	Directors,	in	its	sole	discretion,	determines	otherwise.	Pursuant	to	this policy,	we	paid	quarterly	dividends	of	$0.04	per	share	on	February	1,	2009,	May	1,	2009,	August	3,	2009	and	November	2,	2009	and	similar quarterly	dividends	during	each	quarter	of	2008.	The	annual	cash	dividend	declared	and	paid	during	the	years	ended	December	31,	2009	and	2008 were	$23	million	and	$24	million,	respectively.	Dividends	payable	to	holders	of	our	Series	A	common	stock	cannot	be	declared	or	paid	nor	can any	funds	be	set	aside	for	the	payment	thereof,	unless	we	have	paid	or	set	aside	funds	for	the	payment	of	all	accumulated	and	unpaid	dividends with	respect	to	the	shares	of	our	Preferred	Stock,	as	described	below.	Our	Board	of	Directors	may,	at	any	time,	modify	or	revoke	our	dividend policy	on	our	Series	A	common	stock.

We	are	required	under	the	terms	of	our	Preferred	Stock	to	pay	scheduled	quarterly	dividends,	subject	to	legally	available	funds.	For	so	long	as	the Preferred	Stock	remains	outstanding,	(1)	we	will	not	declare,	pay	or	set	apart	funds	for	the	payment	of	any	dividend	or	other	distribution	with respect	to	any	junior	stock	or	parity	stock	and	(2)	neither	we,	nor	any	of	our	subsidiaries,	will,	subject	to	certain	exceptions,	redeem,	purchase	or otherwise	acquire	for	consideration	junior	stock	or	parity	stock	through	a	sinking	fund	or	otherwise,	in	each	case	unless	we	have	paid	or	set	apart funds	for	the	payment	of	all	accumulated	and	unpaid	dividends	with	respect	to	the	shares	of	Preferred	Stock	and	any	parity	stock	for	all	preceding dividend	periods.	Pursuant	to	this	policy,	we	paid	quarterly	dividends	of	$0.265625	per	share	on	our	Preferred	Stock	on	February	1,	2009,	May	1, 2009,	August	3,	2009	and	November	2,	2009	and	similar	quarterly	dividends	during	each	quarter	of	2008.	The	annual	cash	dividend	declared	and paid	during	the	years	ended	December	31,	2009	and	2008	were	$10	million	and	$10	million,	respectively.

On	January	5,	2010,	we	declared	a	cash	dividend	of	$0.265625	per	share	on	our	Preferred	Stock	amounting	to	$3	million	and	a	cash	dividend	of $0.04	per	share	on	our	Series	A	common	stock	amounting	to	$6	million.	Both	cash	dividends	are	for	the	period	from	November	2,	2009	to January	31,	2010	and	were	paid	on	February	1,	2010	to	holders	of	record	as	of	January	15,	2010.

On	February	1,	2010,	we	announced	we	would	elect	to	redeem	all	of	our	outstanding	Preferred	Stock	on	February	22,	2010.	Holders	of	the Preferred	Stock	also	have	the	right	to	convert	their	shares	at	any	time	prior	to	5:00	p.m.,	New	York	City	time,	on	February	19,	2010,	the	business day	immediately	preceding	the	February	22,	2010	redemption	date.

Based	on	the	number	of	outstanding	shares	as	of	December	31,	2009	and	considering	the	redemption	of	our	Preferred	Stock,	cash	dividends	to	be paid	in	2010	are	expected	to	result	in	annual	dividend	payments	less	than	those	paid	in	2009.

The	amount	available	to	us	to	pay	cash	dividends	is	restricted	by	our	senior	credit	agreement.	Any	decision	to	declare	and	pay	dividends	in	the future	will	be	made	at	the	discretion	of	our	Board	of	Directors	and	will	depend	on,	among	other	things,	our	results	of	operations,	cash requirements,	financial	condition,	contractual	restrictions	and	other	factors	that	our	Board	of	Directors	may	deem	relevant.

# Celanese	Purchases	of	its	Equity	Securities

The	table	below	sets	forth	information	regarding	repurchases	of	our	Series	A	common	stock	during	the	three	months	ended	December	31,	2009:

(1) Relates	to	shares	employees	have	elected	to	have	withheld	to	cover	their	statutory	minimum	withholding	requirements	for	personal	income taxes	related	to	the	vesting	of	restricted	stock	units.	No	shares	were	purchased	during	the	three	months	ended	December	31,	2009	under	our previously	announced	stock	repurchase	plan.

# Performance	Graph

The	following	Performance	Graph	and	related	information	shall	not	be	deemed	"soliciting	material"	or	to	be	"filed"	with	the	SEC,	nor	shall	such information	be	incorporated	by	reference	into	any	future	filing	under	the	Securities	Act	of	1933	or	Securities	Exchange	Act	of	1934,	each	as amended,	except	to	the	extent	that	we	specifically	incorporate	it	by	reference	into	such	filing.

# Comparison	of	Cumulative	Total	Return

# Equity	Compensation	Plans

# Securities	Authorized	for	Issuance	Under	Equity	Compensation	Plans

The	following	information	is	provided	as	of	December	31,	2009	with	respect	to	equity	compensation	plans:

| Plan	Category | Number	of	Securities	to	be<br>Issued	upon	Exercise	of<br>Outstanding	Options,<br>Warrants	and	Rights<br>(a) | Weighted	Average<br>Exercise	Price	of<br>Outstanding	Options,<br>Warrants	and	Rights<br>(b) | Future	Issuance	Under<br>Equity	Compensation<br>Plans	(excluding	securities<br>reflected	in	column	(a))<br>(c) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby\tsecurity\tholders: |  |  |  |
| Stock\toptions | 100,000 | $17.17 | 3,812,359 |
| Restricted\tstock\tunits | 1,381,886 | - | 3,812,359 |
| Equity\tcompensation\tplans\tnot\tapproved\tby\tsecurity\tholders: |  |  |  |
| Stock\toptions | 5,902,938 | $19.05 | - |
| Restricted\tstock\tunits | 1,283,021 | - | - |
| Total | 8,667,845 |  | 3,812,359 |

# Recent	Sales	of	Unregistered	Securities

Our	deferred	compensation	plan	offers	certain	of	our	senior	employees	and	directors	the	opportunity	to	defer	a	portion	of	their	compensation	in exchange	for	a	future	payment	amount	equal	to	their	deferments	plus	or	minus	certain	amounts	based	upon	the	market-performance	of	specified measurement	funds	selected	by	the	participant.	These	deferred	compensation	obligations	may	be	considered	securities	of	Celanese.	Participants were	required	to	make	deferral	elections	under	the	plan	prior	to	January	1	of	the	year	such	deferrals	will	be	withheld	from	their	compensation.	We relied	on	the	exemption	from	registration	provided	by	Section	4(2)	of	the	Securities	Act	in	making	this	offer	to	a	select	group	of	employees,	fewer than	35	of	which	were	non-accredited	investors	under	the	rules	promulgated	by	the	Securities	and	Exchange	Commission.

# Item	6. Selected	Financial	Data

The	balance	sheet	data	shown	below	as	of	December	31,	2009	and	2008,	and	the	statements	of	operations	and	cash	flow	data	for	the	years	ended December	31,	2009,	2008	and	2007,	all	of	which	are	set	forth	below,	are	derived	from	the	consolidated	financial	statements	included	elsewhere	in this	document	and	should	be	read	in	conjunction	with	those	financial	statements	and	the	notes	thereto.	The	balance	sheet	data	as	of	December	31, 2007,	2006	and	2005	and	the	statements	of	operations	and	cash	flow	data	for	the	years	ended	December	31,	2006	and	2005	shown	below	were derived	from	previously	issued	financial	statements,	adjusted	for	applicable	discontinued	operations.

|  | 2009 | 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Statement\tof\tOperations\tData |  |  |  |  |  |
| Net\tsales | \t 5,082 | \t 6,823 | \t 6,444 | \t 5,778 | \t 5,270 |
| Other\t(charges)\tgains,\tnet | (136) | (108) | (58) | (10) | (61) |
| Operating\tprofit | 290 | 440 | 748 | 620 | 486 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 241 | 434 | 447 | 526 | 276 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 484 | 371 | 337 | 319 | 214 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 4 | (90) | 90 | 87 | 63 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 488 | 282 | 426 | 406 | 277 |
| Earnings\t(loss)\tper\tcommon\tshare |  |  |  |  |  |
| Continuing\toperations\t—\tbasic | 3.30 | 2.44 | 2.11 | 1.95 | 1.32 |
| Continuing\toperations\t—\tdiluted | 3.08 | 2.28 | 1.96 | 1.86 | 1.29 |
| Statement\tof\tCash\tFlows\tData |  |  |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin): |  |  |  |  |  |
| Operating\tactivities | 596 | 586 | 566 | 751 | 701 |
| Investing\tactivities | 31 | (201) | 143 | (268) | (907) |
| Financing\tactivities | (112) | (499) | (714) | (108) | (144) |
| Balance\tSheet\tData\t(at\tthe\tend\tof\tperiod) |  |  |  |  |  |
| Trade\tworking\tcapital\t(1) | 594 | 685 | 827 | 824 | 758 |
| Total\tassets | \t 8,410 | \t 7,166 | \t 8,058 | \t 7,895 | \t 7,445 |
| Total\tdebt | \t 3,501 | \t 3,533 | \t 3,556 | \t 3,498 | \t 3,437 |
| Total\tCelanese\tCorporation\tshareholders'\tequity\t(deficit) | 584 | 182 | \t 1,062 | 787 | 235 |
| Other\tFinancial\tData |  |  |  |  |  |
| Depreciation\tand\tamortization | 308 | 350 | 291 | 269 | 267 |
| Capital\texpenditures\t(2) | 167 | 267 | 306 | 244 | 203 |
| Cash\tbasis\tdividends\tpaid\tper\tcommon\tshare | 0.16 | 0.16 | 0.16 | 0.16 | 0.08 |

(1) Trade	working	capital	is	defined	as	trade	accounts	receivable	from	third	parties	and	affiliates	net	of	allowance	for	doubtful	allowance	for doubtful	accounts,	plus	inventories,	less	trade	accounts	payable	to	third	parties	and	affiliates.	Trade	working	capital	is	calculated	in	the	table below:

|  | 2009 | 2008 | 2007 | 2006 | 2005 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |
| Trade\treceivables,\tnet | 721 | 631 | 1,009 | 1,001 | 919 |
| Inventories | 522 | 577 | 636 | 653 | 650 |
| Trade\tpayables | (649) | (523) | (818) | (830) | (811) |
| Trade\tworking\tcapital | 594 | 685 | 827 | 824 | 758 |

(2) Amounts	include	accrued	capital	expenditures.	Amounts	do	not	include	capital	expenditures	related	to	capital	lease	obligations	or	capital expenditures	related	to	the	relocation	of	our	Ticona	plant	in	Kelsterbach.	See	Note	25	and	Note	29	to	the	consolidated	financial	statements.

# Item	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

You	should	read	the	following	discussion	and	analysis	of	the	financial	condition	and	the	results	of	operations	together	with	the	consolidated financial	statements	and	the	accompanying	notes	to	the	consolidated	financial	statements,	which	were	prepared	in	accordance	with	accounting principles	generally	accepted	in	the	United	States	of	America	("US	GAAP").

Investors	are	cautioned	that	the	forward-looking	statements	contained	in	this	section	involve	both	risk	and	uncertainty.	Several	important	factors could	cause	actual	results	to	differ	materially	from	those	anticipated	by	these	statements.	Many	of	these	statements	are	macroeconomic	in	nature and	are,	therefore,	beyond	the	control	of	management.	See	"Forward-Looking	Statements	May	Prove	Inaccurate"	below.

Reconciliation	of	Non-US	GAAP	Measures:	We	believe	that	using	non-US	GAAP	financial	measures	to	supplement	US	GAAP	results	is	useful	to investors	because	such	use	provides	a	more	complete	understanding	of	the	factors	and	trends	affecting	the	business	other	than	disclosing	US GAAP	results	alone.	In	this	regard,	we	disclose	net	debt,	which	is	a	non-US	GAAP	financial	measure.	Net	debt	is	defined	as	total	debt	less	cash and	cash	equivalents.	We	use	net	debt	to	evaluate	the	capital	structure.	Net	debt	is	not	a	substitute	for	any	US	GAAP	financial	measure.	In addition,	calculations	of	net	debt	contained	in	this	report	may	not	be	consistent	with	that	of	other	companies.	The	most	directly	comparable financial	measure	presented	in	accordance	with	US	GAAP	in	our	financial	statements	for	net	debt	is	total	debt.	For	a	reconciliation	of	net	debt	to total	debt,	see	"Financial	Highlights"	below.

# Forward-Looking	Statements	May	Prove	Inaccurate

Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	("MD&A")	and	other	parts	of	this	Annual	Report contain	certain	forward-looking	statements	and	information	relating	to	us	that	are	based	on	the	beliefs	of	our	management	as	well	as	assumptions made	by,	and	information	currently	available	to,	us.	When	used	in	this	document,	words	such	as	"anticipate,"	"believe,"	"estimate,"	"expect," "intend,"	"plan"	and	"project"	and	similar	expressions,	as	they	relate	to	us	are	intended	to	identify	forward-looking	statements.	These	statements reflect	our	current	views	with	respect	to	future	events,	are	not	guarantees	of	future	performance	and	involve	risks	and	uncertainties	that	are	difficult to	predict.	Further,	certain	forward-looking	statements	are	based	upon	assumptions	as	to	future	events	that	may	not	prove	to	be	accurate.	We assume	no	obligation	to	revise	or	update	any	forward-looking	statements	for	any	reason,	except	as	required	by	law.

See	Item	1A.	Risk	Factors	for	a	description	of	risk	factors	that	could	significantly	affect	our	financial	results.	In	addition,	the	following	factors could	cause	our	actual	results	to	differ	materially	from	those	results,	performance	or	achievements	that	may	be	expressed	or	implied	by	such forward-looking	statements.	These	factors	include,	among	other	things:

•							changes	in	general	economic,	business,	political	and	regulatory	conditions	in	the	countries	or	regions	in	which	we	operate;

•							the	length	and	depth	of	product	and	industry	business	cycles	particularly	in	the	automotive,	electrical,	electronics	and	construction	industries;

•							changes	in	the	price	and	availability	of	raw	materials,	particularly	changes	in	the	demand	for,	supply	of,	and	market	prices	of	ethylene, methanol,	natural	gas,	wood	pulp,	fuel	oil	and	electricity;

•							the	ability	to	pass	increases	in	raw	material	prices	on	to	customers	or	otherwise	improve	margins	through	price	increases;

•							the	ability	to	maintain	plant	utilization	rates	and	to	implement	planned	capacity	additions	and	expansions;

•							the	ability	to	reduce	production	costs	and	improve	productivity	by	implementing	technological	improvements	to	existing	plants;

•							increased	price	competition	and	the	introduction	of	competing	products	by	other	companies;

•							changes	in	the	degree	of	intellectual	property	and	other	legal	protection	afforded	to	our	products;

•							compliance	costs	and	potential	disruption	or	interruption	of	production	due	to	accidents	or	other	unforeseen	events	or	delays	in	construction of	facilities;

•							potential	liability	for	remedial	actions	and	increased	costs	under	existing	or	future	environmental	regulations,	including	those	related	to climate	change;

•							potential	liability	resulting	from	pending	or	future	litigation,	or	from	changes	in	the	laws,	regulations	or	policies	of	governments	or	other governmental	activities	in	the	countries	in	which	we	operate;

•							changes	in	currency	exchange	rates	and	interest	rates;	and

•							various	other	factors,	both	referenced	and	not	referenced	in	this	document.

Many	of	these	factors	are	macroeconomic	in	nature	and	are,	therefore,	beyond	our	control.	Should	one	or	more	of	these	risks	or	uncertainties materialize,	or	should	underlying	assumptions	prove	incorrect,	our	actual	results,	performance	or	achievements	may	vary	materially	from	those described	in	this	Annual	Report	as	anticipated,	believed,	estimated,	expected,	intended,	planned	or	projected.	We	neither	intend	nor	assume	any obligation	to	update	these	forward-looking	statements,	which	speak	only	as	of	their	dates.

During	2009,	we	made	significant	progress	in	executing	our	strategic	objectives.	As	detailed	below,	we	optimized	our	portfolio,	realigned	our manufacturing	footprint,	continued	our	expansion	efforts	in	Asia,	made	technological	advancements,	and	took	other	strategic	actions	to	deliver value	for	our	shareholders.

•							We	announced	the	Frankfurt,	Germany	Airport	("Fraport")	supervisory	board	approved	the	acceleration	of	the	2009	and	2010	payments	of €200	million	and	€140	million,	respectively,	required	by	the	settlement	agreement	signed	in	June	2007.	On	February	5,	2009,	we	received	a discounted	amount	of	approximately	€322	million	($412	million),	excluding	value-added	tax	of	€59	million	($75	million).

•							We	shut	down	our	vinyl	acetate	monomer	("VAM")	production	unit	in	Cangrejera,	Mexico,	and	ceased	VAM	production	at	the	site	during the	first	quarter	of	2009.

•							Standard	and	Poor's	affirmed	our	ratings	and	revised	our	outlook	from	positive	to	stable	in	February	2009.

•							We	received	the	American	Chemistry	Council's	("ACC")	Responsible	Care®	Sustained	Excellence	Award	for	mid-size	companies.	The annual	award,	the	most	prestigious	award	given	under	ACC's	Responsible	Care®	initiative,	recognizes	companies	for	outstanding	leadership	under ACC's	Environmental	Health	and	Safety	performance	criteria.

•							We	completed	the	sale	of	our	polyvinyl	alcohol	("PVOH")	business	to	Sekisui	Chemical	Co.,	Ltd.	for	the	net	cash	purchase	price	of $168	million.

•							We	agreed	to	a	"Project	of	Closure"	for	our	acetic	acid	and	VAM	production	operations	at	our	Pardies,	France	facility.	We	ceased	the production	of	acetic	acid	and	VAM	at	our	facility	in	Pardies,	France	on	December	1,	2009.	As	a	result	of	the	Pardies,	France	Project	of	Closure, we	have	incurred	$89	million	of	exit	costs	in	2009.	We	may	incur	an	additional	$17	million	in	contingent	employee	termination	benefits	relates	to the	Pardies,	France	Project	of	Closure.

•							We	announced	that	Celanese	US	had	amended	its	$650	million	revolving	credit	facility.	The	amendment	lowered	the	total	revolver commitment	to	$600	million	and	increased	the	first	lien	senior	secured	leverage	ratio	for	a	period	of	six	quarters,	beginning	June	30,	2009	and ending	December	31,	2010.

•							We	announced	the	creation	of	our	new	and	proprietary	AOPlus®2	acetic	acid	technology,	which	allows	for	expansion	up	to	1.5	million	tons per	reactor	annually.

•							We	successfully	started	up	our	expansion	of	our	acetic	acid	unit	in	Nanjing,	China	which	doubled	the	unit's	capacity	from	600,000	tons	to 1.2	million	tons	annually.

•							We	announced	the	expansion	of	our	vinyl	acetate	ethylene	emulsions	("VAE")	manufacturing	facility	at	our	Nanjing,	China	integrated chemical	complex	to	support	continued	growth	plans	throughout	Asia.	The	expanded	facility	will	double	our	VAE	capacity	in	the	region	and	is expected	to	be	operational	in	the	first	half	of	2011.

•							We	launched	a	new,	innovative	polyacetal	("POM")	technology	that	is	expected	to	create	significant	additional	growth	opportunities	for	our Advanced	Engineered	Materials	segment.

•							We	signed	a	memorandum	of	understanding	with	our	acetate	joint	venture	partner,	the	China	National	Tobacco	Corporation,	to	expand	the flake	and	tow	capacities	at	our	joint	venture	facility	in	Nantong,	China.

•							We	reached	a	long-term	agreement	to	supply	VAM	to	Jiangxi	Jiangwei	High-Tech	Stock	Co.,	Ltd	("Jiangwei").	Jiangwei	will	cease production	of	its	calcium	carbide-based	alternative	for	economic	and	environmental	reasons	and	source	our	VAM.

•							We	acquired	the	long	fiber	reinforced	thermoplastics	("LFT")	business	of	FACT	GmbH	(Future	Advanced	Composites	Technology)	of Germany,	supporting	our	Advanced	Engineered	Materials	segment.

•							We	announced	the	redemption	of	our	Convertible	Perpetual	Preferred	Stock	for	our	Series	A	Common	Stock	to	be	completed	February	22, 2010.

In	2010	we	expect	to	see	an	increase	in	overall	demand	versus	2009	as	the	global	economy	begins	a	gradual	recovery.	We	would	also	expect growth	in	Asia	to	outpace	growth	in	other	regions	of	the	world.	Raw	materials	and	energy	costs	are	expected	to	be	modestly	higher	in	2010	than	in the	prior	year.	Additionally,	we	expect	to	realize	an	incremental	$100	million	of	fixed	spending	reductions,	driven	by	structural	streamlining	of	our manufacturing	and	administrative	functions.

# Financial	Highlights

| Net	sales | 5,082 | 6,823 | 6,444 |
| :--- | :--- | :--- | :--- |
| Gross\tprofit | \t 1,003 | \t 1,256 | \t 1,445 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (469) | (540) | (516) |
| Other\t(charges)\tgains,\tnet | (136) | (108) | (58) |
| Operating\tprofit | 290 | 440 | 748 |
| Equity\tin\tnet\tearnings\tof\taffiliates | 48 | 54 | 82 |
| Interest\texpense | (207) | (261) | (262) |
| Refinancing\texpenses | - | - | (256) |
| Dividend\tincome\t—\tcost\tinvestments | 98 | 167 | 116 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 241 | 434 | 447 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 484 | 372 | 336 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 4 | (90) | 90 |
| Net\tearnings\t(loss) | 488 | 282 | 426 |
| Other\tData |  |  |  |
| Depreciation\tand\tamortization | 308 | 350 | 291 |
| Operating\tmargin\t(1) | 5.7% | 6.4% | 11.6% |
| Earnings\tfrom\tcontinuing\toperations\tbefore\ttax\tas\ta\tpercentage\tof\tnet\tsales | 4.7% | 6.4% | 6.9% |

| Short-term	borrowings	and	current	installments	of	long-term	debt	—	third	party	and	affiliates | 242 | 233 |
| :--- | :--- | :--- |
| Plus:\tLong-term\tdebt | 3,259 | 3,300 |
| Total\tdebt | 3,501 | 3,533 |
| Less:\tCash\tand\tcash\tequivalents | 1,254 | 676 |
| Net\tdebt | \t\t2,247 | \t\t2,857 |

# Summary	of	Consolidated	Results	—	Year	Ended	December	31,	2009	compared	with	Year	Ended	December	31,	2008

The	challenging	economic	environment	in	the	United	States	and	Europe	during	the	second	half	of	2008	continued	throughout	2009.	Net	sales declined	in	2009	from	2008	primarily	as	a	result	of	decreased	demand	due	to	the	significant	weakness	of	the	global	economy.	In	July	2009,	we completed	the	sale	of	our	PVOH	business	which	also	contributed	to	the	declines	in	our	sales	volumes.	In	the	fourth	quarter	of	2009,	we	began	to see	a	gradual	recovery	in	the	global	economy	with	increasing	demand	within	some	of	our	business	segments.	A	decrease	in	selling	prices	was	also a	significant	factor	on	the	decrease	in	net	sales.	Decreases	in	key	raw	material	and	energy	costs	were	the	primary	factors	in	lower	selling	prices.	A slightly	unfavorable	foreign	currency	impact	also	contributed	to	the	decrease	in	net	sales.

Gross	profit	declined	due	to	lower	net	sales.	As	a	percentage	of	sales,	gross	profit	increased	as	lower	raw	material	and	energy	costs	more	than offset	decreases	in	net	sales	during	the	period.	In	2010	we	expect	raw	material	and	energy	costs	to	increase	which	will	partially	be	offset	by increases	in	selling	prices.

Other	(charges)	gains,	net	increased	$28	million	during	2009	as	compared	to	2008:

| Employee	termination	benefits | (105) | (21) |
| :--- | :--- | :--- |
| Plant/office\tclosures | (17) | (7) |
| Plumbing\tactions | 10 | - |
| Insurance\trecoveries\tassociated\twith\tClear\tLake,\tTexas | 6 | 38 |
| Asset\timpairments | (14) | \t(115) |
| Ticona\tKelsterbach\tplant\trelocation | (16) | (12) |
| Sorbates\tantitrust\tactions | - | 8 |
| Other | - | 1 |
| Total\tOther\t(charges)\tgains,\tnet | (136) | (108) |

During	the	first	quarter	of	2009,	we	began	efforts	to	align	production	capacity	and	staffing	levels	with	our	view	of	an	economic	environment	of prolonged	lower	demand.	For	the	year	ended	December	31,	2009,	other	charges	included	employee	termination	benefits	of	$40	million	related	to this	endeavor.	As	a	result	of	the	shutdown	of	the	vinyl	acetate	monomer	("VAM")	production	unit	in	Cangrejera,	Mexico,	we	recognized	employee termination	benefits	of	$1	million	and	long-lived	asset	impairment	losses	of	$1	million	during	the	year	ended	December	31,	2009.	The	VAM production	unit	in	Cangrejera,	Mexico	is	included	in	our	Acetyl	Intermediates	segment.

As	a	result	of	the	Project	of	Closure	at	our	Pardies,	France	facility,	other	charges	included	exit	costs	of	$89	million	during	the	year	ended December	31,	2009,	which	consisted	of	$60	million	in	employee	termination	benefits,	$17	million	of	contract	termination	costs	and	$12	million	of long-lived	asset	impairment	losses.	The	Pardies,	France	facility	is	included	in	the	Acetyl	Intermediates	segment.

Due	to	continued	declines	in	demand	in	automotive	and	electronic	sectors,	we	announced	plans	to	reduce	capacity	by	ceasing	polyester	polymer production	at	our	Ticona	manufacturing	plant	in	Shelby,	North	Carolina.	Other	charges	for	the	year	ended	December	31,	2009	included	employee termination	benefits	of	$2	million	and	long-lived	asset	impairment	losses	of	$1	million	related	to	this	event.	The	Shelby,	North	Carolina	facility	is included	in	the	Advanced	Engineered	Materials	segment.

Other	charges	for	the	year	ended	December	31,	2009	was	partially	offset	by	$6	million	of	insurance	recoveries	in	satisfaction	of	claims	we	made related	to	the	unplanned	outage	of	our	Clear	Lake,	Texas	acetic	acid	facility	during	2007,	a	$9	million	decrease	in	legal	reserves	for	plumbing claims	due	to	the	Company's	ongoing	assessment	of	the	likely	outcome	of	the	plumbing	actions	and	the	expiration	of	the	statute	of	limitation.

Selling,	general	and	administrative	expenses	decreased	during	2009	primarily	due	to	business	optimization	and	finance	improvement	initiatives.

Operating	profit	decreased	due	to	lower	gross	profit	and	higher	other	charges	partially	offset	by	lower	selling,	general	and	administrative	costs.

Equity	in	net	earnings	of	affiliates	decreased	slightly	during	2009,	primarily	due	to	reduced	earnings	from	our	Advanced	Engineered	Materials' affiliates	resulting	from	decreased	demand.

Our	effective	tax	rate	for	continuing	operations	for	the	year	ended	December	31,	2009	was	(101)%	compared	to	15%	for	the	year	ended December	31,	2008.	Our	effective	tax	rate	for	2009	was	favorably	impacted	by	the	release	of	the	US	valuation	allowance,	partially	offset	by	lower earnings	in	jurisdictions	participating	in	tax	holidays,	increases	in	valuation	allowances	on	certain	foreign	net	deferred	tax	assets	and	the	effect	of new	tax	legislation	in	Mexico.

The	challenging	economic	environment	in	the	United	States	and	Europe	during	the	first	half	of	2008	resulted	in	higher	raw	material	and	energy costs	which	enabled	price	increase	initiatives	across	all	business	segments.	During	the	second	half	of	2008,	the	US	credit	crisis	accelerated	the economic	slowdown	and	its	spread	to	other	regions	of	the	world.	Despite	the	halt	in	demand,	we	were	able	to	maintain	the	majority	of	our	enacted price	increases	through	the	remainder	of	2008.	As	a	result,	increased	prices	improved	net	sales	by	8%.	Favorable	foreign	currency	impacts	also	had a	positive	impact	on	net	sales	of	3%.

Net	sales	declined	5%	due	to	decreased	volumes.	Lower	volumes	were	primarily	a	result	of	decreased	demand	stemming	from	the	global	economic downturn.	As	demand	declined,	particularly	during	the	fourth	quarter	of	2008,	our	customers	began	destocking	to	reduce	their	inventory	levels.	In response,	we	aggressively	managed	our	global	production	capacity	to	align	with	the	current	environment.	Decreased	volumes	in	our	acetate	flake and	tow	businesses	were	not	significantly	impacted	by	the	economic	downturn.	Rather,	decreased	flake	volumes	were	the	result	of	our	strategic decision	to	shift	our	flake	production	to	our	China	ventures,	which	we	account	for	as	cost	investments.

Gross	profit	declined	as	higher	raw	material,	energy	and	freight	costs	more	than	offset	increases	in	net	sales	during	the	period.	The	uncertain economic	environment	resulted	in	higher	natural	gas,	ethylene,	methanol	and	other	commodity	prices	during	the	first	nine	months	of	the	year.	Our freight	costs	also	increased,	primarily	due	to	increased	rates	driven	by	higher	energy	prices.	Late	in	2008,	raw	material	and	energy	prices	declined.

Other	(charges)	gains,	net	increased	$50	million	during	2008	as	compared	to	2007:

| Employee	termination	benefits | (21) | (32) |
| :--- | :--- | :--- |
| Plant/office\tclosures | (7) | (11) |
| Deferred\tcompensation\ttriggered\tby\tExit\tEvent | - | \t(74) |
| Plumbing\tactions | - | 4 |
| Insurance\trecoveries\tassociated\twith\tClear\tLake,\tTexas | 38 | 40 |
| Resolution\tof\tcommercial\tdisputes\twith\ta\tvendor | - | 31 |
| Asset\timpairments | \t\t(115) | (9) |
| Ticona\tKelsterbach\tplant\trelocation | (12) | (5) |
| Sorbates\tantitrust\tactions | 8 | - |
| Other | 1 | (2) |
| Total\tOther\t(charges)\tgains,\tnet | (108) | (58) |

Other	charges	increased	in	2008	compared	to	2007	and	includes	a	long-lived	asset	impairment	loss	of	$92	million	in	connection	with	the	2009 closure	of	our	acetic	acid	and	VAM	production	facility	in	Pardies,	France,	our	VAM	production	unit	in	Cangrejera,	Mexico	and	the	potential closure	of	certain	other	facilities.	This	capacity	reduction	was	necessitated	by	the	significant	change	in	the	global	economic	environment	and anticipated	lower	customer	demand.	Following	the	initial	assessment	of	this	capacity	reduction,	we	shut	down	the	Cangrejera	VAM	production unit	in	February	2009.

In	addition,	we	recognized	$23	million	of	long-lived	asset	impairment	losses	and	$13	million	of	employee	termination	benefits	in	2008	related	to the	shutdown	of	our	Pampa,	Texas	facility.

During	2007,	we	fully	impaired	$6	million	of	goodwill	related	to	our	PVOH	business.

Selling,	general	and	administrative	expenses	increased	$24	million	during	2008	primarily	due	to	business	optimization	and	finance	improvement initiatives.

Operating	profit	decreased	due	to	lower	gross	profit	and	higher	other	charges	and	selling,	general	and	administrative	costs.	The	absence	of	a $34	million	gain	on	the	sale	of	our	Edmonton,	Alberta,	Canada	facility	during	2007	also	contributed	to	lower	operating	profit	in	2008	as	compared to	2007.

Equity	in	net	earnings	of	affiliates	decreased	$28	million	during	2008,	primarily	due	to	reduced	earnings	from	our	Advanced	Engineered Materials'	affiliates	resulting	from	higher	raw	material	and	energy	costs	and	decreased	demand.	Our	effective	income	tax	rate	for	2008	was	15% compared	to	25%	in	2007.	The	effective	income	tax	rate	decreased	in	2008	due	to:	1)	a	decrease	in	the	valuation	allowance,	2)	tax	credits generated	on	foreign	jurisdictions	and	3)	the	US	tax	impact	of	foreign	operations.

The	loss	from	discontinued	operations	of	$90	million	during	2008	primarily	relates	to	a	legal	settlement	agreement	we	entered	into	during	2008. Under	the	settlement	agreement,	we	agreed	to	pay	$107	million	to	resolve	certain	legacy	items.	Because	the	legal	proceeding	related	to	sales	by	the polyester	staple	fibers	business	which	Hoechst	AG	sold	to	KoSa,	Inc.	in	1998,	the	impact	of	the	settlement	is	reflected	within	discontinued operations	in	the	current	period.	See	the	"Polyester	Staple	Antitrust	Litigation"	section	in	Note	24	of	the	consolidated	financial	statements.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Year	Ended	December	31, | Year	Ended	December	31, | Year	Ended	December	31, | Year	Ended	December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Change |  |  | Change |
|  | 2009 | 2008 | in\t$ | 2008 | 2007 | in\t$ |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 808 | 1,061 | (253) | 1,061 | 1,030 | 31 |
| Consumer\tSpecialties | 1,084 | 1,155 | (71) | 1,155 | 1,111 | 44 |
| Industrial\tSpecialties | 974 | 1,406 | (432) | 1,406 | 1,346 | 60 |
| Acetyl\tIntermediates | 2,603 | 3,875 | (1,272) | 3,875 | 3,615 | 260 |
| Other\tActivities | 2 | 2 | - | 2 | 2 | - |
| Inter-segment\tEliminations | \t(389) | (676) | 287 | (676) | (660) | (16) |
| Total | \t5,082 | \t6,823 | \t(1,741) | \t6,823 | \t6,444 | \t379 |
| Other\t(charges)\tgains,\tnet |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | (18) | (29) | 11 | (29) | (4) | (25) |
| Consumer\tSpecialties | (9) | (2) | (7) | (2) | (4) | 2 |
| Industrial\tSpecialties | 4 | (3) | 7 | (3) | (23) | 20 |
| Acetyl\tIntermediates | (91) | (78) | (13) | (78) | 72 | (150) |
| Other\tActivities | (22) | 4 | (26) | 4 | (99) | 103 |
| Total | (136) | (108) | (28) | (108) | (58) | (50) |
| Operating\tprofit\t(loss) |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 35 | 32 | 3 | 32 | 133 | (101) |
| Consumer\tSpecialties | 231 | 190 | 41 | 190 | 199 | (9) |
| Industrial\tSpecialties | 89 | 47 | 42 | 47 | 28 | 19 |
| Acetyl\tIntermediates | 95 | 309 | (214) | 309 | 616 | (307) |
| Other\tActivities | (160) | (138) | (22) | (138) | (228) | 90 |
| Total | 290 | 440 | (150) | 440 | 748 | (308) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 62 | 69 | (7) | 69 | 189 | (120) |
| Consumer\tSpecialties | 288 | 237 | 51 | 237 | 235 | 2 |
| Industrial\tSpecialties | 89 | 47 | 42 | 47 | 28 | 19 |
| Acetyl\tIntermediates | 144 | 434 | (290) | 434 | 694 | (260) |
| Other\tActivities | (342) | (353) | 11 | (353) | (699) | 346 |
| Total | 241 | 434 | (193) | 434 | 447 | (13) |
| Depreciation\tand\tamortization |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 73 | 76 | (3) | 76 | 69 | 7 |
| Consumer\tSpecialties | 50 | 53 | (3) | 53 | 51 | 2 |
| Industrial\tSpecialties | 51 | 62 | (11) | 62 | 59 | 3 |
| Acetyl\tIntermediates | 123 | 150 | (27) | 150 | 106 | 44 |
| Other\tActivities | 11 | 9 | 2 | 9 | 6 | 3 |
| Total | 308 | 350 | (42) | 350 | 291 | 59 |

# Factors	Affecting	Business	Segment	Net	Sales

The	table	below	sets	forth	the	percentage	increase	(decrease)	in	net	sales	for	the	years	ended	December	31	attributable	to	each	of	the	factors indicated	for	the	following	business	segments.

|  | Volume | Price | Currency | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\tpercentages) |  |  |
| 2009\tCompared\tto\t2008 |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | (21) | (1) | (2) | - | (24) |
| Consumer\tSpecialties | (12) | 7 | (1) | - | (6) |
| Industrial\tSpecialties | (10) | (10) | (2) | (9)(2) | (31) |
| Acetyl\tIntermediates | (6) | (26) | (1) | - | (33) |
| Total\tCompany | (10) | (16) | (2) | 2 | (26)(1) |
| 2008\tCompared\tto\t2007 |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | (4) | 3 | 4 | - | 3 |
| Consumer\tSpecialties | (6) | 7 | 1 | 2\t(3) | 4 |
| Industrial\tSpecialties | (10) | 11 | 4 | (1)(4) | 4 |
| Acetyl\tIntermediates | (3) | 7 | 2 | - | 7 |
| Total\tCompany | (5) | 8 | 3 | - | 6\t(1) |

(1) Includes	the	effects	of	the	captive	insurance	companies.

(2) Includes	loss	of	sales	related	to	the	sale	of	the	PVOH	business	on	July	1,	2009.

(3) Includes	net	sales	from	the	Acetate	Products	Limited	("APL")	acquisition.

(4) Includes	loss	of	sales	related	to	the	sale	of	the	EVA	Performance	Polymers'	(f/k/a	AT	Plastics)	Films	business.

# Summary	by	Business	Segment	—	Year	Ended	December	31,	2009	Compared	with	Year	Ended	December	31,	2008

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | in\t$ |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 808 | \t 1,061 | (253) |
| Net\tsales\tvariance |  |  |  |
| Volume | (21)\t% |  |  |
| Price | (1) % |  |  |
| Currency | (2) % |  |  |
| Other | 0\t % |  |  |
| Operating\tprofit | 35 | 32 | 3 |
| Operating\tmargin | 4.3\t % | 3.0\t % |  |
| Other\t(charges)\tgains,\tnet | (18) | (29) | 11 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 62 | 69 | (7) |
| Depreciation\tand\tamortization | 73 | 76 | (3) |

Our	Advanced	Engineered	Materials	segment	develops,	produces	and	supplies	a	broad	portfolio	of	high	performance	technical	polymers	for application	in	automotive	and	electronics	products,	as	well	as	other	consumer	and	industrial	applications.	Together	with	our	strategic	affiliates,	we are	a	leading	participant	in	the	global	technical	polymers	industry.	The	primary	products	of	Advanced	Engineered	Materials	are	polyacetal products	("POM"),	polyphenylene	sulfide	("PPS"),	long	fiber	reinforced	thermoplastics	("LFRT"),	polybutylene	terephthalate	("PBT"),

polyethylene	terephthalate	("PET"),	GUR®	and	liquid	crystal	polymers	("LCP").	POM,	PPS,	LFRT,	PBT	and	PET	are	used	in	a	broad	range	of products	including	automotive	components,	electronics,	appliances	and	industrial	applications.	GUR®	is	used	in	battery	separators,	conveyor	belts, filtration	equipment,	coatings	and	medical	devices.	Primary	end	markets	for	LCP	are	electrical	and	electronics.

Net	sales	decreased	during	2009	compared	to	2008	primarily	as	a	result	of	lower	sales	volumes.	Significant	weakness	in	the	global	economy experienced	during	the	first	half	of	the	year	resulted	in	a	dramatic	decline	in	demand	for

automotive,	electrical	and	electronic	products	as	well	as	for	other	industrial	products.	As	a	result,	sales	volumes	dropped	significantly	across	all product	lines.	During	the	second	half	of	2009,	we	experienced	a	continued	increase	in	demand	compared	with	the	first	half	of	the	year	as	a	result	of programs	like	"Cash	for	Clunkers"	in	the	United	States	during	the	third	quarter	of	2009	and	a	gradual	recovery	in	the	global	economy	during	the fourth	quarter	of	2009.	Demand	for	the	first	quarter	of	2010	is	expected	to	see	continued	improvement	due	to	seasonality,	with	production	being reduced	in	many	areas	in	December	due	to	the	holidays,	and	continued	improvement	in	the	global	economy.

Operating	profit	increased	in	2009	as	compared	to	2008.	Lower	raw	material	and	energy	costs	and	decreased	overall	spending	more	than	offset	the decline	in	net	sales.	Decreased	overall	spending	was	the	result	of	our	fixed	spending	reduction	efforts.	Non-capital	spending	incurred	on	the relocation	of	our	Ticona	Kelsterbach	plant	was	flat	compared	to	2008.	For	more	information	regarding	the	Ticona	Kelsterbach	plant	relocation,	see Note	29	to	the	consolidated	financial	statements.

Earnings	from	continuing	operations	before	tax	was	down	due	to	a	drop	in	equity	in	net	earnings	of	affiliates	as	compared	to	2008.	Equity	in	net earnings	of	affiliates	was	lower	in	2009	primarily	due	to	reduced	earnings	from	our	Advanced	Engineered	Materials'	affiliates	resulting	from decreased	demand	and	a	biennial	shutdown	at	one	of	our	affiliate's	plants.

|  | December	31, | December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2009\n(In\t$\tmillions,\texcept\tpercentages) | 2008 | in\t$ |
| Net\tsales | 1,084 | 1,155 | (71) |
| Net\tsales\tvariance |  |  |  |
| Volume | (12)\t% |  |  |
| Price | 7\t % |  |  |
| Currency | (1) % |  |  |
| Other | 0\t % |  |  |
| Operating\tprofit | 231 | 190 | 41 |
| Operating\tmargin | 21.3\t % | 16.4\t\t % |  |
| Other\t(charges)\tgains,\tnet | (9) | (2) | (7) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 288 | 237 | 51 |
| Depreciation\tand\tamortization | 50 | 53 | (3) |

Our	Consumer	Specialties	segment	consists	of	our	Acetate	Products	and	Nutrinova	businesses.	Our	Acetate	Products	business	primarily	produces and	supplies	acetate	tow,	which	is	used	in	the	production	of	filter	products.	We	also	produce	acetate	flake,	which	is	processed	into	acetate	fiber	in the	form	of	a	tow	band.	Our	Nutrinova	business	produces	and	sells	Sunett®,	a	high	intensity	sweetener,	and	food	protection	ingredients,	such	as sorbates,	for	the	food,	beverage	and	pharmaceuticals	industries.

Net	sales	decreased	$71	million	during	2009	when	compared	with	2008.	The	decrease	in	net	sales	was	driven	primarily	by	decreased	volume	due	to softening	demand	largely	in	tow	with	less	significant	decreases	experienced	in	flake.	Decreased	volumes	were	primarily	due	to	weakness	in underlying	demand	resulting	from	the	global	economic	downturn.	The	decrease	in	volume	was	partially	offset	by	an	increase	in	selling	prices.	A slightly	unfavorable	foreign	currency	impact	also	contributed	to	the	decrease	in	net	sales.

Operating	profit	increased	from	$190	million	in	2008	to	$231	million	in	2009.	Fixed	cost	reduction	efforts,	improved	energy	costs	and	a	favorable currency	impact	on	costs	had	a	significant	impact	on	the	increase	to	operating	profit.

Earnings	from	continuing	operations	before	tax	of	$288	million	increased	from	2008	primarily	due	to	the	increase	in	operating	profit	and	an increase	in	dividends	from	our	China	ventures	of	$9	million.	Increased	dividends	are	the	result	of	increased	volumes	and	higher	prices,	as	well	as efficiency	improvements.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | in\t$ |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 974 | \t 1,406 | (432) |
| Net\tsales\tvariance |  |  |  |
| Volume | (10)\t% |  |  |
| Price | (10) % |  |  |
| Currency | (2) % |  |  |
| Other | (9) % |  |  |
| Operating\tprofit | 89 | 47 | 42 |
| Operating\tmargin | 9.1\t % | 3.3\t % |  |
| Other\t(charges)\tgains,\tnet | 4 | (3) | 7 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 89 | 47 | 42 |
| Depreciation\tand\tamortization | 51 | 62 | (11) |

Our	Industrial	Specialties	segment	includes	our	Emulsions,	PVOH	and	EVA	Performance	Polymers	businesses.	Our	Emulsions	business	is	a global	leader	which	produces	a	broad	range	of	products,	specializing	in	vinyl	acetate	ethylene	emulsions,	and	is	a	recognized	authority	on	low volatile	organic	compounds	("VOC"),	an	environmentally-friendly	technology.	As	a	global	leader,	our	PVOH	business	produced	a	broad	portfolio of	performance	PVOH	chemicals	engineered	to	meet	specific	customer	requirements.	Our	emulsions	and	PVOH	products	are	used	in	a	wide	array of	applications	including	paints	and	coatings,	adhesives,	construction,	glass	fiber,	textiles	and	paper.	EVA	Performance	Polymers	offers	a complete	line	of	low-density	polyethylene	and	specialty	ethylene	vinyl	acetate	resins	and	compounds.	EVA	Performance	Polymers'	products	are used	in	many	applications	including	flexible	packaging	films,	lamination	film	products,	hot	melt	adhesives,	medical	tubing,	automotive	carpeting and	solar	cell	encapsulation	films.

In	July	2009,	we	completed	the	sale	of	our	PVOH	business	to	Sekisui	Chemical	Co.,	Ltd.	("Sekisui")	for	a	net	cash	purchase	price	of	$168	million. The	transaction	resulted	in	a	gain	on	disposition	of	$34	million	and	includes	long-term	supply	agreements	between	Sekisui	and	Celanese.

Net	sales	declined	$432	million	during	2009	compared	to	2008	primarily	due	to	the	sale	of	our	PVOH	business	and	lower	demand	due	to	the economic	downturn.	The	decline	in	our	emulsions	volumes	was	concentrated	in	North	America	and	Europe,	offset	partially	by	volume	increases	in Asia.	EVA	Performance	Polymers'	volumes	declined	due	to	the	impact	of	the	force	majeure	event	at	our	Edmonton,	Alberta,	Canada	plant	which is	offset	in	other	charges	in	our	Other	Activities	segment.	Repairs	to	the	plant	were	completed	at	the	end	of	the	second	quarter	2009	and	normal operations	have	resumed.	Net	sales	were	also	down	from	prior	year	as	a	result	of	decreases	in	key	raw	material	costs	resulting	in	lower	selling prices.	Unfavorable	currency	impacts	also	contributed	to	the	decline	in	net	sales	during	the	year.

Operating	profit	increased	$42	million	in	2009	compared	to	2008	as	decreases	in	volume	and	selling	prices	were	more	than	offset	by	lower	raw material	and	energy	costs	and	reduced	overall	spending.	Reduced	spending	is	attributable	to	our	fixed	spending	reduction	efforts,	restructuring efficiencies	and	favorable	foreign	currency	impacts	on	costs.	Energy	is	favorable	due	to	lower	natural	gas	costs	and	lower	usage	resulting	from	a decline	in	volumes.	Our	EVA	Performance	Polymers	business	contributed	to	the	increase	in	Other	(charges)	gains,	net	as	a	result	of	receiving $10	million	in	insurance	recoveries	in	partial	satisfaction	of	the	losses	resulting	from	the	force	majeure	event	at	our	Edmonton,	Alberta,	Canada plant.	The	gain	on	the	sale	of	our	PVOH	business	of	$34	million	had	a	significant	impact	to	the	increase	in	operating	profit.	Deprecation	and amortization	also	had	a	favorable	impact	on	operating	profit	due	to	the	PVOH	divestiture	and	the	shutdown	of	our	Warrington,	UK	emulsions facility.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2009\n(In\t$\tmillions,\texcept\tpercentages) | 2008 | in\t$ |
| Net\tsales | 2,603 | \t 3,875 | (1,272) |
| Net\tsales\tvariance |  |  |  |
| Volume | (6)\t% |  |  |
| Price | (26) % |  |  |
| Currency | (1) % |  |  |
| Other | 0\t % |  |  |
| Operating\tprofit | 95 | 309 | (214) |
| Operating\tmargin | 3.6\t % | 8.0\t % |  |
| Other\t(charges)\tgains,\tnet | (91) | (78) | (13) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 144 | 434 | (290) |
| Depreciation\tand\tamortization | 123 | 150 | (27) |

Our	Acetyl	Intermediates	segment	produces	and	supplies	acetyl	products,	including	acetic	acid,	VAM,	acetic	anhydride	and	acetate	esters.	These products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings,	textiles,	medicines	and	more.	Other	chemicals	produced in	this	business	segment	are	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.	To	meet	the	growing demand	for	acetic	acid	in	China	and	ongoing	site	optimization	efforts,	we	successfully	expanded	our	acetic	acid	unit	in	Nanjing,	China	from 600,000	tons	per	reactor	annually	to	1.2	million	tons	per	reactor	annually.	Using	new	AOPlus®2	capability,	the	acetic	acid	unit	could	be	further expanded	to	1.5	million	tons	per	reactor	annually	with	only	modest	additional	capital.

Net	sales	decreased	33%	during	2009	as	compared	to	2008	primarily	due	to	lower	selling	prices	across	all	regions	and	major	product	lines,	lower volumes	and	unfavorable	foreign	currency	impacts.	Lower	volumes	were	driven	by	a	reduction	in	underlying	demand	in	Europe	and	in	the Americas,	which	was	only	partially	offset	by	significant	increases	in	demand	in	Asia.	Lower	pricing	was	driven	by	lower	raw	material	and	energy prices,	which	also	negatively	impacted	our	formula-based	pricing	arrangements	for	VAM	in	the	US.	There	were	a	number	of	production	issues	in Asia	among	the	major	acetic	acid	producers	(other	than	Celanese),	which	coupled	with	planned	outages,	caused	periodic	and	short-term	market tightness.	In	2010,	sales	are	expected	to	see	increases	as	compared	to	the	corresponding	periods	in	the	prior	year	as	the	global	economy	begins	to slowly	recover.	Sales	volumes	for	the	first	quarter	of	2010	are	expected	to	be	in	line	with	the	fourth	quarter	of	2009	as	expected	improvements	in demand	in	the	US	are	partially	offset	by	expected	reductions	in	Asia	due	to	seasonal	demand	reductions	for	the	Chinese	New	Year.

Operating	profit	declined	$214	million	primarily	as	a	result	of	lower	prices	across	all	regions	and	major	product	lines.	Significantly	lower	realized pricing	was	partially	offset	by	favorable	raw	material	and	energy	prices,	reduced	spending	due	to	the	shutdown	of	our	Pampa,	Texas	facility	and other	reductions	in	fixed	spending.	Depreciation	and	amortization	expense	declined	primarily	as	a	result	of	the	long-lived	asset	impairment	losses recognized	in	the	fourth	quarter	of	2008	related	to	our	acetic	acid	and	VAM	production	facility	in	Pardies,	France,	the	closure	of	our	VAM production	unit	in	Cangrejera,	Mexico	in	February	2009,	together	with	lower	depreciation	expense	resulting	from	the	shutdown	of	our	Pampa, Texas	facility.	Other	charges	negatively	impacted	our	operating	profit	by	increasing	$13	million	from	prior	year	which	relates	primarily	to	the planned	shutdown	of	our	Pardies,	France	facility.	Margins	are	expected	to	be	lower	in	the	first	quarter	of	2010	as	compared	to	the	fourth	quarter	of 2009	due	to	increasing	competition	and	expected	increases	in	raw	material	costs.

Earnings	from	continuing	operations	before	tax	differs	from	operating	profit	primarily	as	a	result	of	dividend	income	from	our	cost	investment, National	Methanol	Co.	("Ibn	Sina").	Dividend	income	from	Ibn	Sina	declined	to	$41	million	in	2009	as	a	result	of	lower	earnings	from	declining margins	for	methanol	and	methyl	tertiary-butyl	ether	("MTBE").

Other	Activities	primarily	consists	of	corporate	center	costs,	including	financing	and	administrative	activities,	and	our	captive	insurance companies.

Net	sales	remained	flat	in	2009	as	compared	to	2008.	We	do	not	expect	third-party	revenues	from	our	captive	insurance	companies	to	increase significantly	in	the	near	future.

The	operating	loss	for	Other	Activities	increased	from	an	operating	loss	of	$138	million	in	2008	to	an	operating	loss	of	$160	million	in	2009.	The increase	was	primarily	related	to	higher	other	charges.	The	increase	in	other	charges	was	related	to	insurance	retention	costs	as	a	result	of	our	force majeure	event	at	our	Edmonton,	Alberta,	Canada	plant	which	is	offset	in	our	Industrial	Specialties	segment	and	severance	costs	as	a	result	of business	optimization	and	finance	improvement	initiatives.	The	increase	in	other	charges	was	partially	offset	by	lower	selling,	general	and administrative	expenses	primarily	attributable	to	our	fixed	spending	reduction	efforts	and	restructuring	efficiencies.

The	loss	from	continuing	operations	before	tax	decreased	$11	million	in	2009	compared	to	2008.	This	decrease	was	primarily	due	to	reduced interest	expense	resulting	from	lower	interest	rates	on	our	senior	credit	facilities	and	favorable	currency	impact.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | in\t$ |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,061 | \t 1,030 | 31 |
| Net\tsales\tvariance |  |  |  |
| Volume | (4)\t% |  |  |
| Price | 3\t % |  |  |
| Currency | 4\t % |  |  |
| Other | 0\t % |  |  |
| Operating\tprofit | 32 | 133 | (101) |
| Operating\tmargin | 3.0\t % | 12.9\t % |  |
| Other\t(charges)\tgains,\tnet | (29) | (4) | (25) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 69 | 189 | (120) |
| Depreciation\tand\tamortization | 76 | 69 | 7 |

Advanced	Engineered	Materials'	net	sales	increased	3%	during	2008	as	compared	to	2007	primarily	as	a	result	of	implemented	pricing	increases combined	with	favorable	foreign	currency	impacts.	Increases	in	net	sales	were	partially	offset	by	lower	volumes	due	to	significant	weakness	in	the US	and	European	automotive	and	housing	industries.	Extended	plant	shutdowns	enacted	by	major	car	manufacturers	during	the	fourth	quarter	of 2008	contributed	significantly	to	the	volume	decline.

Operating	profit	declined	$101	million	primarily	due	to	higher	raw	material,	freight	and	energy	costs.	Raw	material	costs	increased	on	higher prices	while	freight	costs	increased	as	a	result	of	increased	freight	rates	and	larger	shipments	to	Asia.	Raw	material	costs	declined	late	in	2008 though	at	year	end	we	held	higher-cost	inventories	while	inventory	destocking	continued.	Higher	depreciation	and	amortization	expense	and increased	other	charges	also	contributed	to	lower	operating	profit.	Depreciation	and	amortization	expense	are	higher	in	2008	due	to	the	start-up	of the	GUR®	and	LFRT	units	in	Asia.	Other	charges	consist	primarily	of	a	$16	million	long-lived	asset	impairment	loss	related	to	certain	Advanced Engineered	Materials'	facilities	and	$12	million	related	to	the	relocation	of	our	Ticona	plant	in	Kelsterbach.	See	Note	29	to	the	consolidated financial	statements	for	more	information	on	the	Ticona	Kelsterbach	plant	relocation.

Earnings	from	continuing	operations	before	tax	decreased	due	to	decreased	operating	profit	and	decreased	equity	in	net	earnings	of	affiliates. Equity	in	net	earnings	of	affiliates	decreased	$18	million	during	2008,	primarily	due	to	reduced	earnings	from	our	Advanced	Engineered Materials'	affiliates	resulting	from	higher	raw	material	and	energy	costs	and	decreased	demand.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | in\t$ |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,155 | \t 1,111 | 44 |
| Net\tsales\tvariance |  |  |  |
| Volume | (6)\t% |  |  |
| Price | 7\t % |  |  |
| Currency | 1\t % |  |  |
| Other | 2\t % |  |  |
| Operating\tprofit | 190 | 199 | (9) |
| Operating\tmargin | 16.4\t % | 17.9\t % |  |
| Other\t(charges)\tgains,\tnet | (2) | (4) | 2 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 237 | 235 | 2 |
| Depreciation\tand\tamortization | 53 | 51 | 2 |

Consumer	Specialties'	net	sales	increased	4%	to	$1,155	million	during	the	year	ended	December	31,	2008	driven	primarily	by	pricing	actions	in our	Acetate	Products	business	and	an	additional	month	of	sales	from	our	APL	acquisition,	which	was	acquired	on	January	31,	2007,	offset	by lower	volumes.	Lower	volumes	are	a	direct	result	of	our	strategic	decision	to	shift	acetate	flake	production	to	our	China	ventures,	which	are accounted	for	as	cost	method	investments.	The	full	impact	of	this	shift	has	been	realized	during	2008	and	thus	the	resulting	trend	of	diminishing volumes	is	not	expected	to	continue.	Lower	flake	volumes	were	partially	offset	by	a	5%	increase	in	tow	volumes	as	we	were	able	to	capture	a portion	of	the	growth	in	global	tow	demand.

The	increase	in	net	sales	due	to	higher	sales	prices	during	2008	was	offset	most	significantly	by	higher	energy	costs,	and	to	a	lesser	extent,	higher raw	material	and	freight	costs.	Operating	profit,	as	compared	to	2007,	declined	primarily	due	to	the	absence	of	a	$22	million	gain	on	the	sale	of	our Edmonton,	Alberta,	Canada	facility	in	2007.	Other	charges	during	2007	includes	$3	million	of	deferred	compensation	plan	expenses	and $5	million	of	other	restructuring	charges,	offset	by	insurance	recoveries	of	$5	million	in	partial	satisfaction	of	the	business	interruption	losses resulting	from	the	temporary	unplanned	outage	of	the	acetic	acid	unit	at	our	Clear	Lake,	Texas	facility.

Earnings	from	continuing	operations	before	tax	of	$237	million	increased	from	2007	as	increased	dividends	from	our	China	ventures	more	than offset	the	decline	in	operating	profit.	Increased	dividends	are	the	result	of	increased	volumes	and	higher	prices,	as	well	as	efficiency improvements.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2008\n(In\t$\tmillions,\texcept\tpercentages) | 2007 | in\t$ |
| Net\tsales | 1,406 | \t 1,346 | 60 |
| Net\tsales\tvariance |  |  |  |
| Volume | (10)\t% |  |  |
| Price | 11\t % |  |  |
| Currency | 4\t % |  |  |
| Other | (1) % |  |  |
| Operating\tprofit | 47 | 28 | 19 |
| Operating\tmargin | 3.3\t % | 2.1\t % |  |
| Other\t(charges)\tgains,\tnet | (3) | (23) | 20 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 47 | 28 | 19 |
| Depreciation\tand\tamortization | 62 | 59 | 3 |

Industrial	Specialties'	net	sales	increased	by	4%	during	2008	as	increased	prices	and	favorable	foreign	currency	impacts	more	than	offset	volume reductions.	Pricing	actions	implemented	by	all	business	lines	late	in	2007	and	during	2008	contributed	to	the	increase	in	net	sales.	Volumes declined	primarily	on	decreased	demand	across	all	regions	due	to	the	global	economic	downturn	combined	with	the	temporary	shutdown	of	our EVA	Performance	Polymers	plant	late	in	2008.	The	overall	volume	decline	was	partially	offset	by	increased	emulsions	volumes	at	our	Nanjing, China	facility,	which	began	operating	late	in	2008.

Increased	net	sales	were	more	than	offset	by	higher	raw	material	and	energy	costs	during	2008.	The	$19	million	increase	in	operating	profit	was primarily	due	to	lower	other	charges	and	the	absence	of	the	$7	million	loss	on	the	divestiture	of	our	EVA	Performance	Polymers'	Films	business	in 2007.	During	2007,	we	initiated	a	plan	to	simplify	and	optimize	our	Emulsions	and	PVOH	businesses	to	focus	on	technology	and	innovation. Other	charges	during	2008	includes	a	charge	of	$3	million	for	employee	termination	benefits	and	accelerated	depreciation	related	to	this	plan. Other	charges	during	2007	includes	a	charge	of	$14	million	for	employee	termination	benefits,	$3	million	for	an	impairment	of	long-lived	assets and	$5	million	of	accelerated	depreciation	expense	for	our	shuttered	United	Kingdom	plant	related	to	this	plan.	Other	charges	in	2007	also	include $6	million	of	goodwill	impairment	and	receipt	of	$7	million	in	insurance	recoveries	in	partial	satisfaction	of	the	business	interruption	losses resulting	from	the	temporary	unplanned	outage	of	the	acetic	acid	unit	at	our	Clear	Lake,	Texas	facility.

|  | Year	Ended	December	31, | Year	Ended	December	31, | Change |
| :--- | :--- | :--- | :--- |
|  | 2008 | 2007 | in\t$ |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 3,875 | \t 3,615 | 260 |
| Net\tsales\tvariance |  |  |  |
| Volume | (3)\t% |  |  |
| Price | 7\t % |  |  |
| Currency | 3\t % |  |  |
| Other | 0\t % |  |  |
| Operating\tprofit | 309 | 616 | (307) |
| Operating\tmargin | 8.0\t % | 17.0\t % |  |
| Other\t(charges)\tgains,\tnet | (78) | 72 | (150) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 434 | 694 | (260) |
| Depreciation\tand\tamortization | 150 | 106 | 44 |

Acetyl	Intermediates'	net	sales	increased	by	7%	during	2008	primarily	due	to	increased	prices	and	favorable	foreign	currency	impacts,	partially offset	by	lower	volumes.	Our	formula-based	pricing	arrangements	benefited	from	higher	ethylene	and	methanol	costs	during	the	first	nine	months of	2008.	Market	tightness	in	the	Americas	and	favorable	foreign	currency	impacts	in	Europe	also	contributed	to	the	increase	in	net	sales.	Reduced volumes	offset	the	increase	in	net	sales	as	the	slowdown	of	the	global	economy	caused	customers	to	slow	production	and	diminish	current inventory	levels,	particularly	in	Asia	during	the	fourth	quarter.	Ethylene	and	methanol	prices	decreased	during	the	fourth	quarter	of	2008	on	slowed global	demand.

Operating	profit	declined	$307	million	primarily	as	a	result	of	higher	ethylene,	methanol	and	energy	prices,	increased	other	charges,	increased depreciation	and	amortization	and	the	absence	of	a	$12	million	gain	on	the	sale	of	our	Edmonton,	Alberta,	Canada	facility	in	2007.	Other	charges increased	during	2008	partially	due	to	$76	million	of	long-lived	asset	impairment	losses	recognized	in	2008	related	to	the	closure	of	our	acetic	acid and	VAM	production	facility	in	Pardies,	France,	our	VAM	production	unit	in	Cangrejera,	Mexico	(which	we	shut	down	effective	February 2009)	and	the	potential	shutdown	of	certain	other	facilities.	Other	charges	in	2008	also	includes	$23	million	of	long-lived	asset	impairment	losses and	$13	million	of	severance	and	retention	charges	related	to	the	shutdown	of	our	Pampa,	Texas	facility.	Also	contributing	to	the	increase	was	the absence	of	a	one-time	payment	of	$31	million	received	in	2007	in	resolution	of	commercial	disputes	with	a	vendor	and	a	$25	million	decrease	in insurance	recoveries	received	in	partial	satisfaction	of	the	losses	resulting	from	the	temporary	unplanned	outage	of	the	acetic	acid	unit	at	our	Clear Lake,	Texas	facility.	Increased	depreciation	and	amortization	expense	during	2008	is	the	result	of	accelerated	depreciation	associated	with	the shutdown	of	our	Pampa,	Texas	facility	and	a	full	year	of	depreciation	for	our	acetic	acid	plant	in	Nanjing,	China,	which	started	up	in	mid-2007.

Earnings	from	continuing	operations	before	tax	differs	from	operating	profit	primarily	as	a	result	of	dividend	income	from	our	cost	investment, National	Methanol	Co.	("Ibn	Sina").	Increased	dividend	income	of	$41	million	during	2008	had	a	positive	impact	on	earnings	from	continuing operations	before	tax.	Ibn	Sina	increased	their	dividends	as	a	result	of	higher	earnings	from	expanding	margins	for	methanol	and	MTBE.

Net	sales	for	Other	Activities	remained	flat	in	2008	as	compared	to	2007.	We	do	not	expect	third-party	revenues	from	our	captive	insurance companies	to	increase	significantly	in	the	near	future.

The	operating	loss	for	Other	Activities	improved	$90	million	during	2008	as	compared	to	2007	due	to	lower	other	charges,	partially	offset	by higher	selling,	general	and	administrative	expenses.	Other	charges	decreased	principally	due	to	the	release	of	reserves	related	to	the	Sorbates antitrust	actions	settlement	of	$8	million	and	the	absence	of	$59	million	of	deferred	compensation	plan	costs	which	were	incurred	during	2007. Selling,	general	and	administrative	expenses	increased	due	to	additional	spending	on	business	optimization	and	finance	improvement	initiatives during	2008.

The	loss	from	continuing	operations	before	tax	decreased	$346	million	during	2008.	The	significant	decrease	was	primarily	due	to	the	absence	of $256	million	of	refinancing	costs	incurred	in	2007	and	the	decrease	in	the	operating	loss	discussed	above.

# Liquidity	and	Capital	Resources

Our	primary	source	of	liquidity	is	cash	generated	from	operations,	available	cash	and	cash	equivalents	and	dividends	from	our	portfolio	of	strategic investments.	In	addition,	we	have	a	$600	million	revolving	credit	facility	and	$140	million	available	for	borrowing	under	our	credit-linked revolving	facility	to	assist,	if	required,	in	meeting	our	working	capital	needs	and	other	contractual	obligations.	In	excess	of	20	lenders	participate in	our	revolving	credit	facility,	each	with	a	commitment	of	not	more	than	10%	of	the	$600	million	commitment.

While	our	contractual	obligations,	commitments	and	debt	service	requirements	over	the	next	several	years	are	significant,	we	continue	to	believe we	will	have	available	resources	to	meet	our	liquidity	requirements,	including	debt	service,	in	2010.	If	our	cash	flow	from	operations	is	insufficient to	fund	our	debt	service	and	other	obligations,	we	may	be	required	to	use	other	means	available	to	us	such	as	increasing	our	borrowings,	reducing or	delaying	capital	expenditures,	seeking	additional	capital	or	seeking	to	restructure	or	refinance	our	indebtedness.	There	can	be

no	assurance,	however,	that	we	will	continue	to	generate	cash	flows	at	or	above	current	levels	or	that	we	will	be	able	to	maintain	our	ability	to borrow	under	our	revolving	credit	facilities.

As	a	result	of	the	Pardies,	France	Project	of	Closure,	we	recorded	exit	costs	of	$89	million	during	the	year	ended	December	31,	2009,	which included	$60	million	in	employee	termination	benefits,	$17	million	of	contract	termination	costs,	and	$12	million	of	long-lived	asset	impairment losses	to	Other	charges	(gains),	net.	See	Note	18	to	the	consolidated	financial	statements	for	additional	information	regarding	Other	Charges.	In addition,	we	recorded	$9	million	of	accelerated	depreciation	expense	and	$8	million	of	environmental	remediation	reserves	for	the	year	ended December	31,	2009	related	to	the	shutdown	of	the	Pardies,	France	facility.	We	may	incur	up	to	an	additional	$17	million	in	contingent	employee termination	benefits	related	to	the	Pardies,	France	Project	of	Closure.	We	expect	that	substantially	all	of	the	exit	costs	(except	for	accelerated depreciation	of	fixed	assets)	will	result	in	future	cash	expenditures	over	a	two-year	period.	The	Pardies,	France	facility	is	included	in	the	Acetyl Intermediates	segment.	Refer	to	the	Acetyl	Intermediates	section	of	the	MD&A	for	more	detail.

On	a	stand-alone	basis,	Celanese	Corporation	has	no	material	assets	other	than	the	stock	of	our	subsidiaries	and	no	independent	external	operations of	our	own.	As	such,	we	generally	depend	on	the	cash	flow	of	our	subsidiaries	to	meet	our	obligations	under	our	preferred	stock,	our	Series	A common	stock	and	our	senior	credit	agreement.

# Cash	Flows

Cash	and	cash	equivalents	as	of	December	31,	2009	were	$1,254	million,	which	was	an	increase	of	$578	million	from	December	31,	2008.	Cash and	cash	equivalents	as	of	December	31,	2008	were	$676	million,	which	was	a	decrease	of	$149	million	from	December	31,	2007.	See	below	for details	on	the	change	in	cash	and	cash	equivalents	from	December	31,	2008	to	December	31,	2009	and	the	change	in	cash	and	cash	equivalents from	December	31,	2007	to	December	31,	2008.

# Net	Cash	Provided	by	Operating	Activities

Cash	flow	provided	by	operating	activities	increased	$10	million	to	a	cash	inflow	of	$596	million	in	2009	from	a	cash	inflow	of	$586	million	for the	same	period	in	2008.	Operating	cash	flows	were	favorably	impacted	by	less	cash	paid	for	interest,	taxes,	and	legal	settlements	coupled	with	a favorable	change	in	trade	working	capital	which	helped	to	offset	lower	operating	performance.

Cash	flow	provided	by	operating	activities	increased	$20	million	to	a	cash	inflow	of	$586	million	in	2008	from	a	cash	inflow	of	$566	million	for the	same	period	in	2007.	Operating	cash	flows	were	favorably	impacted	by	positive	trade	working	capital	changes	($202	million),	lower	cash	taxes paid	($83	million)	and	the	absence	of	adjustments	to	cash	for	discontinued	operations.	Adjustments	to	cash	for	discontinued	operations	of $84	million	during	2007	related	primarily	to	working	capital	changes	of	the	oxo	products	and	derivatives	businesses	and	the	shutdown	of	our Edmonton,	Alberta,	Canada	methanol	facility.	Offsetting	the	increase	in	cash	flows	were	an	increase	in	net	cash	interest	paid	($78	million),	cash spent	on	legal	settlements	($134	million)	and	decreased	operating	profit	during	the	period.

# Net	Cash	Provided	by/Used	in	Investing	Activities

Net	cash	from	investing	activities	increased	from	a	cash	outflow	of	$201	million	in	2008	to	a	cash	inflow	of	$31	million	in	2009.	Net	cash	from investing	activities	increased	primarily	due	to	lower	capital	expenditures	on	property,	plant	and	equipment,	proceeds	received	from	the	sale	of	our PVOH	business	and	increased	deferred	proceeds	received	on	our	Ticona	Kelsterbach	relocation.	These	cash	inflows	were	offset	slightly	by	in increase	on	our	capital	expenditures	related	to	our	Ticona	Kelsterbach	plant	relocation.

Net	cash	from	investing	activities	decreased	from	a	cash	inflow	of	$143	million	in	2007	to	a	cash	outflow	of	$201	million	in	2008.	Net	cash	from investing	activities	decreased	primarily	due	to	cash	spent	in	settlement	of	our	cross	currency	swaps	of	$93	million	(see	Note	22	to	the	consolidated financial	statements)	and	the	absence	of	proceeds	from	the	sale	of	our	oxo	products	and	derivatives	businesses	during	2007.	These	amounts	were offset	by	net	cash	received	on	the	sale	of	marketable	securities	($111	million)	and	the	excess	of	cash	received	from	Fraport	over	amounts	spent	in connection	with	the	Ticona	Kelsterbach	plant	relocation.

Our	cash	outflows	for	capital	expenditures	were	$176	million,	$274	million	and	$288	million	for	the	years	ended	December	31,	2009,	2008	and 2007,	respectively,	excluding	amounts	related	to	the	relocation	of	our	Ticona	plant	in	Kelsterbach.	Capital	expenditures	were	primarily	related	to major	replacements	of	equipment,	capacity	expansions,	major	investments	to	reduce	future	operating	costs	and	environmental,	health	and	safety initiatives.	Cash	outflows	for	capital	expenditures	are	expected	to	be	approximately	$265	million	in	2010,	excluding	amounts	related	to	the relocation	of	our	Ticona	plant	in	Kelsterbach.

As	of	December	31,	2009,	we	have	received	€542	million	of	cash	from	Fraport	in	connection	with	the	Ticona	Kelsterbach	plant	relocation.	Per	the terms	of	the	Fraport	agreement,	we	expect	to	receive	an	additional	€110	million	in	2011	subject	to	downward	adjustments	based	on	our	readiness to	close	our	operations	at	our	Kelsterbach,	Germany	facility.	We	anticipate	related	cash	outflows	for	capital	expenditures	in	2010	will	be €200	million.

# Net	Cash	Used	in	Financing	Activities

Net	cash	for	financing	activities	decreased	from	a	cash	outflow	of	$499	million	in	2008	to	a	cash	outflow	of	$112	million	in	2009.	The $387	million	decrease	in	cash	used	in	financing	activities	primarily	related	to	cash	outflows	attributable	to	the	repurchase	of	shares	during	2008	of $378	million	as	compared	to	no	shares	repurchased	during	2009.

Net	cash	for	financing	activities	increased	to	a	cash	outflow	of	$499	million	in	2008	compared	to	a	cash	outflow	of	$714	million	during	2007.	The increase	primarily	relates	to	the	absence	of	cash	outflows	attributable	to	the	debt	refinancing	in	2007.	Also	contributing	to	the	increase,	cash	spent to	repurchase	shares	was	$25	million	less	during	2008	than	during	2007.	Decreased	cash	received	for	stock	option	exercises	of	$51	million partially	offset	the	increase.

In	addition,	exchange	rate	effects	on	cash	and	cash	equivalents	increased	to	a	favorable	currency	effect	of	$63	million	in	2009	compared	to	an unfavorable	impact	of	$35	million	in	2008	and	a	favorable	impact	of	$39	million	in	2007.

# Debt	and	Other	Obligations

As	of	December	31,	2009,	we	had	total	debt	of	$3,501	million	and	cash	and	cash	equivalents	of	$1,254	million,	resulting	in	net	debt	of $2,247	million,	a	$610	million	decrease	from	December	31,	2008.	Increased	cash	of	$578	million	and	net	cash	paydowns	on	debt	of	$89	million were	partially	offset	by	new	capital	lease	obligations	of	$38	million	and	unfavorable	foreign	currency	impacts	of	$24	million.

# Senior	Credit	Facilities

Our	senior	credit	agreement	consists	of	$2,280	million	of	US	dollar-denominated	and	€400	million	of	Euro-denominated	term	loans	due	2014,	a $600	million	revolving	credit	facility	terminating	in	2013	and	a	$228	million	credit-linked	revolving	facility	terminating	in	2014.	As	of December	31,	2009,	there	were	no	outstanding	borrowings	or	letters	of	credit	issued	under	the	revolving	credit	facility;	accordingly,	$600	million remained	available	for	borrowing.	As	of	December	31,	2009,	there	were	$88	million	of	letters	of	credit	issued	under	the	credit-linked	revolving facility	and	$140	million	remained	available	for	borrowing.	Our	senior	credit	agreement	requires	us	to	not	exceed	a	maximum	first	lien	senior secured	leverage	ratio	if	there	are	outstanding	borrowings	under	the	revolving	credit	facility.	The	first	lien	senior	secured	leverage	ratio	is calculated	as	the	ratio	of	consolidated	first	lien	senior	secured	debt	to	earnings	before	interest,	taxes,	depreciation	and	amortization,	subject	to adjustments	identified	in	the	credit	agreement.	See	Note	14	to	the	consolidated	financial	statements	for	additional	information	regarding	our	senior credit	facilities.

On	June	30,	2009,	we	entered	into	an	amendment	to	the	senior	credit	agreement.	The	amendment	reduced	the	amount	available	under	the revolving	credit	facility	from	$650	million	to	$600	million	and	increased	the	first	lien	senior	secured	leverage	ratio	covenant	that	is	applicable when	any	amount	is	outstanding	under	the	revolving	credit	portion	of	the	senior	credit	agreement.	Prior	to	giving	effect	to	the	amendment,	the maximum	first	lien	senior

secured	leverage	ratio	was	3.90	to	1.00.	As	amended,	the	maximum	senior	secured	leverage	ratio	for	the	following	trailing	four-quarter	periods	is as	follows:

As	a	condition	to	borrowing	funds	or	requesting	that	letters	of	credit	be	issued	under	the	revolving	credit	facility,	our	first	lien	senior	secured leverage	ratio	(as	calculated	as	of	the	last	day	of	the	most	recent	fiscal	quarter	for	which	financial	statements	have	been	delivered	under	the revolving	facility)	cannot	exceed	a	certain	threshold	as	specified	above.	Further,	our	first	lien	senior	secured	leverage	ratio	must	be	maintained	at or	below	that	threshold	while	any	amounts	are	outstanding	under	the	revolving	credit	facility.	The	first	lien	senior	secured	leverage	ratio	is calculated	as	the	ratio	of	consolidated	first	lien	senior	secured	debt	to	earnings	before	interest,	taxes,	depreciation	and	amortization,	subject	to adjustment	identified	in	the	credit	agreement.

Based	on	the	estimated	first	lien	senior	secured	leverage	ratio	for	the	trailing	four	quarters	at	December	31,	2009,	our	borrowing	capacity	under the	revolving	credit	facility	is	$600	million.	As	of	the	quarter	ended	December	31,	2009,	we	estimate	our	first	lien	senior	secured	leverage	ratio	to be	3.39	to	1.00	(which	would	be	4.11	to	1.00	were	the	revolving	credit	facility	fully	drawn).	The	maximum	first	lien	senior	secured	leverage	ratio under	the	revolving	credit	facility	for	such	quarter	is	5.25	to	1.00.	Our	availability	in	future	periods	will	be	based	on	the	first	lien	senior	secured leverage	ratio	applicable	to	the	future	periods.

Our	senior	credit	agreement	also	contains	a	number	of	restrictions	on	certain	of	our	subsidiaries,	including,	but	not	limited	to,	restrictions	on	their ability	to	incur	indebtedness;	grant	liens	on	assets;	merge,	consolidate,	or	sell	assets;	pay	dividends	or	make	other	restricted	payments;	make investments;	prepay	or	modify	certain	indebtedness;	engage	in	transactions	with	affiliates;	enter	into	sale-leaseback	transactions	or	certain	hedge transactions;	or	engage	in	other	businesses.	The	senior	credit	agreement	also	contains	a	number	of	affirmative	covenants	and	events	of	default, including	a	cross	default	to	other	debt	of	certain	of	our	subsidiaries	in	an	aggregate	amount	equal	to	more	than	$40	million	and	the	occurrence	of	a change	of	control.	Failure	to	comply	with	these	covenants,	or	the	occurrence	of	any	other	event	of	default,	could	result	in	acceleration	of	the	loans and	other	financial	obligations	under	our	senior	credit	agreement.

# Commitments	Relating	to	Share	Capital

Our	Board	of	Directors	adopted	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Series	A common	stock	at	an	annual	rate	of	$0.16	per	share	unless	our	Board	of	Directors	in	its	sole	discretion	determines	otherwise.	For	the	years	ended December	31,	2009,	2008	and	2007,	we	paid	$23	million,	$24	million	and	$25	million,	respectively,	in	cash	dividends	on	our	Series	A	common stock.	On	January	5,	2010,	we	declared	a	$6	million	cash	dividend	which	was	paid	on	February	1,	2010.

Holders	of	our	4.25%	convertible	perpetual	preferred	stock	("Preferred	Stock")	are	entitled	to	receive,	when,	as	and	if	declared	by	our	Board	of Directors,	out	of	funds	legally	available,	quarterly	cash	dividends	at	the	rate	of	4.25%	per	annum,	or	$0.265625	per	share	of	liquidation preference.	Dividends	on	the	Preferred	Stock	are	cumulative	from	the	date	of	initial	issuance.	The	Preferred	Stock	is	convertible,	at	the	option	of the	holder,	at	any	time	into	1.2600	shares	of	our	Series	A	common	stock,	subject	to	adjustments,	per	$25.00	liquidation	preference	of	the	Preferred Stock.	For	the	years	ended	December	31,	2009,	2008	and	2007,	we	paid	$10	million	annually	of	cash	dividends	on	our	Preferred	Stock.	On January	5,	2010,	we	declared	a	$3	million	cash	dividend	on	our	Preferred	Stock,	which	was	paid	on	February	1,	2010.

On	February	1,	2010,	we	announced	we	would	elect	to	redeem	all	of	our	outstanding	Preferred	Stock	on	February	22,	2010.	Holders	of	the Preferred	Stock	also	have	the	right	to	convert	their	shares	at	any	time	prior	to	5:00	p.m.,	New	York	City	time,	on	February	19,	2010,	the	business day	immediately	preceding	the	February	22,

2010	redemption	date.	Considering	the	redemption	of	our	Preferred	Stock,	we	will	pay	cash	dividends	on	our	Preferred	Stock	of	$3	million	in 2010.

# Contractual	Debt	and	Cash	Obligations

The	following	table	sets	forth	our	fixed	contractual	debt	and	cash	obligations	as	of	December	31,	2009.

|  |  | Less	Than |  |  | After	5 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Total | 1\tYear | Years\t2\t&amp;\t3 | Years\t4\t&amp;\t5 | Years |
|  |  |  | (In\t$\tmillions) |  |  |
| Fixed\tcontractual\tdebt\tobligations |  |  |  |  |  |
| Term\tloans\tfacility | 2,785 | 29 | 57 | 2,699 | - |
| Interest\tpayments\ton\tdebt\tand\tother\tobligations | 921\t(1) | 193 | 286 | 165 | 277 |
| Capital\tlease\tobligations | 242 | 34 | 28 | 28 | 152 |
| Other\tdebt | 474\t(5) | 179 | 69 | 45 | 181 |
| Total | 4,422 | 435 | 440 | 2,937 | 610 |
| Operating\tleases | 203 | 50 | 67 | 40 | 46 |
| Uncertain\ttax\tobligations,\tincluding\tinterest\tand\tpenalties | 234\t(2) | 5 | - | - | 229 |
| Unconditional\tpurchase\tobligations | 1,626\t(3) | 228 | 437 | 316 | 645 |
| Other\tcommitments | 713\t(4) | 187 | 274 | 141 | 111 |
| Environmental\tand\tasset\tretirement\tobligations | 180 | 35 | 68 | 21 | 56 |
| Total | \t\t7,378 | \t\t940 | \t\t1,286 | \t\t3,455 | \t\t1,697 |

(1) Future	interest	expense	is	calculated	using	the	rate	in	effect	on	January	2,	2010.

(2) 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".

(3) Represent	the	take-or-pay	provisions	included	in	certain	long-term	purchase	agreements.	We	do	not	expect	to	incur	material	losses	under	these arrangements.

(4) Includes	other	purchase	obligations	such	as	maintenance	and	service	agreements,	energy	and	utility	agreements,	consulting	contracts,	software agreements	and	other	miscellaneous	agreements	and	contracts,	obtained	via	a	survey	of	the	Company.

(5) Other	debt	of	$474	million	is	primarily	made	up	of	fixed	rate	pollution	control	and	industrial	revenue	bonds,	short-term	borrowings	from affiliated	companies	and	other	bank	obligations.

# Contractual	Guarantees	and	Commitments

As	of	December	31,	2009,	we	have	current	standby	letters	of	credit	of	$88	million	and	bank	guarantees	of	$12	million	outstanding	which	are irrevocable	obligations	of	an	issuing	bank	that	ensure	payment	to	third	parties	in	the	event	that	certain	subsidiaries	fail	to	perform	in	accordance with	specified	contractual	obligations.	The	likelihood	is	remote	that	material	payments	will	be	required	under	these	agreements.

# Other	Obligations

Deferred	Compensation.	In	April	2007,	certain	participants	in	our	2004	deferred	compensation	plan	elected	to	participate	in	a	revised	program, which	includes	both	cash	awards	and	restricted	stock	units.	Under	the	revised	cash	program,	participants	relinquished	their	cash	awards	of	up	to $30	million	that	would	have	contingently	accrued	from

2007-2009	under	the	original	plan.	Based	on	current	participation	in	the	revised	cash	program,	we	expensed	$10	million	during	the	year	ended December	31,	2009.	The	revised	cash	awards	vest	December	31,	2010.

In	December	2008,	we	granted	time-vesting	cash	awards	of	$22	million	with	Celanese's	executive	officers	and	certain	other	key	employees.	Each award	of	cash	vests	30%	on	October	14,	2009,	30%	on	October	14,	2010	and	40%	on	October	14,	2011.	In	its	sole	discretion,	the	compensation committee	of	the	Board	of	Directors	may	at	any	time	convert	all	or	a	portion	of	the	cash	award	to	an	award	of	time-vesting	restricted	stock	units. The	liability	cash	awards	are	being	accrued	and	expensed	over	the	term	of	the	agreements.	During	the	year	ended	December	31,	2009,	less	than $1	million	was	paid	to	participants	who	left	the	Company	and	$6	million	was	paid	in	October	2009	to	active	employees	representing	30%	of	the remaining	outstanding	award.

Pension	and	Other	Postretirement	Obligations.	Our	contributions	for	pension	and	postretirement	benefits	are	preliminarily	estimated	to	be $46	million	and	$27	million,	respectively,	in	2010.

Domination	Agreement.	The	domination	and	profit	and	loss	transfer	agreement	(the	"Domination	Agreement")	was	approved	at	the	Celanese GmbH,	formerly	known	as	Celanese	AG,	extraordinary	shareholders'	meeting	on	July	31,	2004.	The	Domination	Agreement	between	Celanese GmbH	and	the	Purchaser	became	effective	on	October	1,	2004	and	was	terminated	effective	December	31,	2009	by	the	Purchaser	in	the	ordinary course	of	business.	Our	subsidiaries,	Celanese	International	Holdings	Luxembourg	S.à	r.l.	("CIH"),	formerly	Celanese	Caylux	Holdings Luxembourg	S.C.A.,	and	Celanese	US,	have	each	agreed	to	provide	the	Purchaser	with	financing	to	strengthen	the	Purchaser's	ability	to	fulfill	its obligations	under,	or	in	connection	with,	the	Domination	Agreement	and	to	ensure	that	the	Purchaser	will	perform	all	of	its	obligations	under,	or	in connection	with,	the	Domination	Agreement	when	such	obligations	become	due,	including,	without	limitation,	the	obligation	to	compensate Celanese	GmbH	for	any	statutory	annual	loss	incurred	by	Celanese	GmbH	during	the	term	of	the	Domination	Agreement.	If	CIH	and/or	Celanese US	are	obligated	to	make	payments	under	such	guarantees	or	other	security	to	the	Purchaser,	we	may	not	have	sufficient	funds	for	payments	on our	indebtedness	when	due.	We	have	not	had	to	compensate	Celanese	GmbH	for	an	annual	loss	for	any	period	during	which	the	Domination Agreement	has	been	in	effect.	Due	to	the	termination	of	the	Domination	Agreement	there	will	be	no	obligation	to	compensate	for	any	losses incurred	after	December	31,	2009.

# Purchases	of	Treasury	Stock

In	February	2008,	our	Board	of	Directors	authorized	the	repurchase	of	up	to	$400	million	of	our	Series	A	common	stock.	This	authorization	was increased	to	$500	million	in	October	2008.	The	authorization	gives	management	discretion	in	determining	the	conditions	under	which	shares	may be	repurchased.	This	repurchase	program	does	not	have	an	expiration	date.	During	the	year	ended	December	31,	2009,	we	did	not	repurchase	any shares	of	our	Series	A	common	stock	in	connection	with	this	authorization.	We	have	the	ability	to	repurchase	an	additional	$122	million	of Series	A	common	stock	based	on	the	Board	of	Director's	authorization	of	$500	million.

These	purchases	will	reduce	the	number	of	shares	outstanding	and	the	repurchased	shares	may	be	used	by	us	for	compensation	programs	utilizing our	stock	and	other	corporate	purposes.	We	account	for	treasury	stock	using	the	cost	method	and	include	treasury	stock	as	a	component	of Shareholders'	equity.

# Plumbing	Actions

We	are	involved	in	a	number	of	legal	proceedings	and	claims	incidental	to	the	normal	conduct	of	our	business.	As	of	December	31,	2009	there were	reserves	of	$55	million	related	to	plumbing	action	litigation.	Although	it	is	impossible	at	this	time	to	determine	with	certainty	the	ultimate outcome	of	these	matters,	we	believe,	based	on	the	advice	of	legal	counsel,	that	adequate	provisions	have	been	made	and	that	the	ultimate	outcome will	not	have	a	material	adverse	effect	on	our	financial	position,	but	could	have	a	material	adverse	effect	on	our	results	of	operations	or	cash	flows in	any	given	accounting	period.

# Off-Balance	Sheet	Arrangements

We	have	not	entered	into	any	material	off-balance	sheet	arrangements.

# Market	Risks

Please	see	Item	7A.	Quantitative	and	Qualitative	Disclosure	about	Market	Risk	of	this	Form	10-K	for	additional	information	about	our	Market Risks.

# Critical	Accounting	Policies	and	Estimates

Our	consolidated	financial	statements	are	based	on	the	selection	and	application	of	significant	accounting	policies.	The	preparation	of	consolidated financial	statements	in	conformity	with	US	Generally	Accepted	Accounting	Principles	(GAAP)	requires	management	to	make	estimates	and assumptions	that	affect	the	reported	amounts	of	assets	and	liabilities,	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	consolidated financial	statements	and	the	reported	amounts	of	revenues,	expenses	and	allocated	charges	during	the	reporting	period.	Actual	results	could	differ from	those	estimates.	However,	we	are	not	currently	aware	of	any	reasonably	likely	events	or	circumstances	that	would	result	in	materially different	results.

We	believe	the	following	accounting	polices	and	estimates	are	critical	to	understanding	the	financial	reporting	risks	present	in	the	current economic	environment.	These	matters,	and	the	judgments	and	uncertainties	affecting	them,	are	also	essential	to	understanding	our	reported	and future	operating	results.	See	Note	2	to	the	consolidated	financial	statements	for	a	more	comprehensive	discussion	of	our	significant	accounting policies.

# •	Recoverability	of	Long-Lived	Assets

# Recoverability	of	Goodwill	and	Indefinite-Lived	Assets

We	test	for	impairment	of	goodwill	at	the	reporting	unit	level.	Our	reporting	units	are	either	our	operating	business	segments	or	one	level	below our	operating	business	segments	where	discrete	financial	information	is	available	for	our	reporting	units	and	operating	results	are	regularly reviewed	by	business	segment	management.	Our	business	units	have	been	designated	as	our	reporting	units	based	on	business	segment management's	review	of	and	reliance	on	the	business	unit	financial	information	and	include	Advanced	Engineered	Materials,	Acetate	Products, Nutrinova,	Emulsions,	Celanese	EVA	Performance	Polymers	(formerly	AT	Plastics)	and	Acetyl	Intermediates	businesses.	We	assess	the recoverability	of	the	carrying	value	of	our	goodwill	and	other	indefinite-lived	intangible	assets	annually	during	the	third	quarter	of	our	fiscal	year using	June	30	balances	or	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amount	of	the	asset	may	not	be	fully	recoverable. Recoverability	of	goodwill	and	other	indefinite-lived	intangible	assets	is	measured	using	a	discounted	cash	flow	model	incorporating	discount	rates commensurate	with	the	risks	involved	for	each	reporting	unit.	Use	of	a	discounted	cash	flow	model	is	common	practice	in	impairment	testing	in the	absence	of	available	transactional	market	evidence	to	determine	the	fair	value.

The	key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	cash	flow	projections	and	terminal value	rates.	Discount	rates,	growth	rates	and	cash	flow	projections	are	the	most	sensitive	and	susceptible	to	change	as	they	require	significant management	judgment.	Discount	rates	are	determined	by	using	a	weighted	average	cost	of	capital	("WACC").	The	WACC	considers	market	and industry	data	as	well	as	Company-specific	risk	factors	for	each	reporting	unit	in	determining	the	appropriate	discount	rate	to	be	used.	The	discount rate	utilized	for	each	reporting	unit	is	indicative	of	the	return	an	investor	would	expect	to	receive	for	investing	in	such	a	business.	Operational management,	considering	industry	and	Company-specific	historical	and	projected	data,	develops	growth	rates	and	cash	flow	projections	for	each reporting	unit.	Terminal	value	rate	determination	follows	common	methodology	of	capturing	the	present	value	of	perpetual	cash	flow	estimates beyond	the	last	projected	period	assuming	a	constant	WACC	and	low	long-term	growth	rates.	If	the	calculated	fair	value	is	less	than	the	current carrying	value,	impairment	of	the	reporting	unit	may	exist.	If	the	recoverability	test	indicates	potential	impairment,	we	calculate	an	implied	fair value	of	goodwill	for	the	reporting	unit.	The	implied	fair	value	of	goodwill	is	determined	in	a	manner	similar	to	how	goodwill	is	calculated	in	a business	combination.	If	the	implied	fair	value	of	goodwill	exceeds	the	carrying	value	of	goodwill	assigned	to	the	reporting	unit,	there	is	no impairment.	If	the	carrying	value	of	goodwill	assigned	to	a	reporting	unit	exceeds	the	implied	fair	value	of	the	goodwill,	an	impairment	charge	is recorded	to	write	down	the	carrying	value.	An	impairment	loss	cannot	exceed	the	carrying	value	of	goodwill	assigned	to	a	reporting	unit	but	may indicate	certain

long-lived	and	amortizable	intangible	assets	associated	with	the	reporting	unit	may	require	additional	impairment	testing.

Management	tests	indefinite-lived	intangible	assets	utilizing	the	relief	from	royalty	method	to	determine	the	estimated	fair	value	for	each indefinite-lived	intangible	asset.	The	relief	from	royalty	method	estimates	the	Company's	theoretical	royalty	savings	from	ownership	of	the intangible	asset.	Key	assumptions	used	in	this	model	include	discount	rates,	royalty	rates,	growth	rates,	sales	projections	and	terminal	value	rates. Discount	rates,	royalty	rates,	growth	rates	and	sales	projections	are	the	assumptions	most	sensitive	and	susceptible	to	change	as	they	require significant	management	judgment.	Discount	rates	used	are	similar	to	the	rates	estimated	by	the	WACC	considering	any	differences	in	Company- specific	risk	factors.	Royalty	rates	are	established	by	management	and	are	periodically	substantiated	by	third-party	valuation	consultants. Operational	management,	considering	industry	and	Company-specific	historical	and	projected	data,	develops	growth	rates	and	sales	projections associated	with	each	indefinite-lived	intangible	asset.	Terminal	value	rate	determination	follows	common	methodology	of	capturing	the	present value	of	perpetual	sales	estimates	beyond	the	last	projected	period	assuming	a	constant	WACC	and	low	long-term	growth	rates.

For	all	significant	goodwill	and	indefinite-lived	intangible	assets,	the	estimated	fair	value	of	the	asset	exceeded	the	carrying	value	of	the	asset	by	a substantial	margin	at	the	date	of	the	most	recent	impairment	test.	Our	methodology	for	determining	impairment	for	both	goodwill	and	indefinite- lived	intangible	assets	was	consistent	with	that	used	in	the	prior	year.

# Recoverability	of	Long-Lived	and	Amortizable	Intangible	Assets

We	assess	the	recoverability	of	long-lived	and	amortizable	intangible	assets	whenever	events	or	circumstances	indicate	that	the	carrying	value	of the	asset	may	not	be	recoverable.	Examples	of	a	change	in	events	or	circumstances	include,	but	are	not	limited	to,	a	decrease	in	the	market	price	of the	asset,	a	history	of	cash	flow	losses	related	to	the	use	of	the	asset	or	a	significant	adverse	change	in	the	extent	or	manner	in	which	an	asset	is being	used.	To	assess	the	recoverability	of	long-lived	and	amortizable	intangible	assets	we	compare	the	carrying	amount	of	the	asset	or	group	of assets	to	the	future	net	undiscounted	cash	flows	expected	to	be	generated	by	the	asset	or	asset	group.	Long-lived	and	amortizable	intangible	assets are	tested	for	recognition	and	measurement	of	an	impairment	loss	at	the	lowest	level	for	which	identifiable	cash	flows	are	largely	independent	of the	cash	flows	of	other	assets	and	liabilities.	If	such	assets	are	considered	impaired,	the	impairment	recognized	is	measured	as	the	amount	by which	the	carrying	amount	of	the	asset	exceeds	the	fair	value	of	the	asset.

The	development	of	future	net	undiscounted	cash	flow	projections	require	management	projections	related	to	sales	and	profitability	trends	and	the remaining	useful	life	of	the	asset.	Projections	of	sales	and	profitability	trends	are	the	assumptions	most	sensitive	and	susceptible	to	change	as	they require	significant	management	judgment.	These	projections	are	consistent	with	projections	we	use	to	manage	our	operations	internally.	When impairment	is	indicated,	a	discounted	cash	flow	valuation	model	similar	to	that	used	to	value	goodwill	at	the	reporting	unit	level,	incorporating discount	rates	commensurate	with	risks	associated	with	each	asset,	is	used	to	determine	the	fair	value	of	the	asset	to	measure	potential	impairment. We	believe	the	assumptions	used	are	reflective	of	what	a	market	participant	would	have	used	in	calculating	fair	value.

Valuation	methodologies	utilized	to	evaluate	goodwill	and	indefinite-lived	intangible,	amortizable	intangible	and	long-lived	assets	for	impairment were	consistent	with	prior	periods.	We	periodically	engage	third-party	valuation	consultants	to	assist	us	with	this	process.	Specific	assumptions discussed	above	are	updated	at	the	date	of	each	test	to	consider	current	industry	and	Company-specific	risk	factors	from	the	perspective	of	a market	participant.	The	current	business	environment	is	subject	to	evolving	market	conditions	and	requires	significant	management	judgment	to interpret	the	potential	impact	to	the	Company's	assumptions.	To	the	extent	that	changes	in	the	current	business	environment	result	in	adjusted management	projections,	impairment	losses	may	occur	in	future	periods.

# •	Income	Taxes

We	regularly	review	our	deferred	tax	assets	for	recoverability	and	establish	a	valuation	allowance	based	on	historical	taxable	income,	projected future	taxable	income,	applicable	tax	strategies,	and	the	expected	timing	of	the	reversals	of	existing	temporary	differences.	A	valuation	allowance is	provided	when	it	is	more	likely	than	not	that	some

portion	or	all	of	the	deferred	tax	assets	will	not	be	realized.	In	forming	our	judgment	regarding	the	recoverability	of	deferred	tax	assets	related	to deductible	temporary	differences	and	tax	attribute	carryforwards,	we	give	weight	to	positive	and	negative	evidence	based	on	the	extent	to	which the	forms	of	evidence	can	be	objectively	verified.	We	attach	the	most	weight	to	historical	earnings	due	to	its	verifiable	nature.	Weight	is	attached to	tax	planning	strategies	if	the	strategies	are	prudent	and	feasible	and	implementable	without	significant	obstacles.	Less	weight	is	attached	to forecasted	future	earnings	due	to	its	subjective	nature,	and	expected	timing	of	reversal	of	taxable	temporary	differences	is	given	little	weight	unless the	reversal	of	taxable	and	deductible	temporary	differences	coincide.	Valuation	allowances	have	been	established	primarily	on	net	operating	loss carryforwards	and	other	deferred	tax	assets	in	the	US,	Luxembourg,	France,	Spain,	China,	the	United	Kingdom	and	Canada.	We	have appropriately	reflected	increases	and	decreases	in	our	valuation	allowance	based	on	the	overall	weight	of	positive	versus	negative	evidence	on	a jurisdiction	by	jurisdiction	basis.	In	2009,	based	on	cumulative	profitability,	the	Company	concluded	that	the	US	valuation	allowance	should	be reversed	except	for	a	portion	related	to	certain	federal	and	state	net	operating	loss	carryforwards	that	are	not	likely	to	be	realized.

We	record	accruals	for	income	taxes	and	associated	interest	that	may	become	payable	in	future	years	as	a	result	of	audits	by	tax	authorities.	We recognize	tax	benefits	when	it	is	more	likely	than	not	(likelihood	of	greater	than	50%),	based	on	technical	merits,	that	the	position	will	be	sustained upon	examination.	Tax	positions	that	meet	the	more-likely-than-not	threshold	are	measured	using	a	probability	weighted	approach	as	the	largest amount	of	tax	benefit	that	is	greater	than	50%	likely	of	being	realized	upon	settlement.	Whether	the	more-likely-than-not	recognition	threshold	is met	for	a	tax	position	is	a	matter	of	judgment	based	on	the	individual	facts	and	circumstances	of	that	position	evaluated	in	light	of	all	available evidence.

The	recoverability	of	deferred	tax	assets	and	the	recognition	and	measurement	of	uncertain	tax	positions	are	subject	to	various	assumptions	and management	judgment.	If	actual	results	differ	from	the	estimates	made	by	management	in	establishing	or	maintaining	valuation	allowances	against deferred	tax	assets,	the	resulting	change	in	the	valuation	allowance	would	generally	impact	earnings	or	Other	comprehensive	income	depending	on the	nature	of	the	respective	deferred	tax	asset.	Additionally,	the	positions	taken	with	regard	to	tax	contingencies	may	be	subject	to	audit	and	review by	tax	authorities	which	may	result	in	future	taxes,	interest	and	penalties.

In	December	2009,	Mexico	enacted	the	2010	Mexican	Tax	Reform	Bill	("Tax	Reform	Bill")	to	be	effective	January	1,	2010.	Under	this	new legislation,	the	corporate	income	tax	rate	will	be	temporarily	increased	from	28%	to	30%	for	2010	through	2012,	then	reduced	to	29%	in	2013,	and finally	reduced	back	to	28%	in	2014	and	future	years.	The	Tax	Reform	Bill	as	enacted	accelerates	this	recapture	period	from	10	years	to	5	years and	effectively	requires	payment	of	taxes	even	if	no	benefit	was	obtained	through	the	tax	consolidation	regime.	Finally,	significant	modifications were	also	made	to	the	rules	for	income	taxes	previously	deferred	on	intercompany	dividends,	as	well	as	to	income	taxes	related	to	differences between	consolidated	and	individual	Mexican	tax	earnings	and	profits.	The	estimated	income	tax	impact	to	the	Company	of	this	new	legislation	at December	31,	2009	is	$73	million,	payable	$12	million	in	2010,	$14	million	in	2012,	$12	million	in	2013	and	$35	million	in	2014	and	thereafter. There	is	an	expectation	that	Mexico	may	publish	technical	corrections	to	certain	aspects	of	the	Tax	Reform	Bill	in	2010	that	could	significantly reduce	the	amounts	due	from	the	Company	as	described	above.	However,	there	is	no	assurance	that	Mexico	will	in	fact	publish	such	corrections, nor	is	it	clear	what	impact	any	corrections	published	will	have	on	the	Company's	actual	liability	under	the	new	law.	Although	any	ultimate outcome	is	uncertain,	we	strongly	contend	the	new	legislation	is	unconstitutional	and	we	will	contest	its	validity	and	effective	date	through	proper channels.

# •	Benefit	Obligations

We	have	pension	and	other	postretirement	benefit	plans	covering	substantially	all	employees	who	meet	eligibility	requirements.	With	respect	to	its US	qualified	defined	benefit	pension	plan,	minimum	funding	requirements	are	determined	by	the	Pension	Protection	Act	of	2006	based	on	years	of service	and/or	compensation.	Various	assumptions	are	used	in	the	calculation	of	the	actuarial	valuation	of	the	employee	benefit	plans.	These assumptions	include	the	weighted	average	discount	rate,	compensation	levels,	expected	long-term	rates	of	return	on	plan	assets	and	trends	in	health care	costs.	In	addition	to	the	above	mentioned	assumptions,	actuarial	consultants	use	factors	such	as	withdrawal	and	mortality	rates	to	estimate	the projected	benefit	obligation.	The	actuarial	assumptions	used	may	differ	materially	from	actual	results	due	to	changing	market	and	economic conditions,	higher	or	lower

withdrawal	rates	or	longer	or	shorter	life	spans	of	participants.	These	differences	may	result	in	a	significant	impact	to	the	amount	of	pension expense	recorded	in	future	periods.

The	amounts	recognized	in	the	consolidated	financial	statements	related	to	pension	and	other	postretirement	benefits	are	determined	on	an	actuarial basis.	A	significant	assumption	used	in	determining	our	pension	expense	is	the	expected	long-term	rate	of	return	on	plan	assets.	As	of December	31,	2009,	we	assumed	an	expected	long-term	rate	of	return	on	plan	assets	of	8.5%	for	the	US	defined	benefit	pension	plans,	which represent	approximately	83%	and	85%	of	our	pension	plan	assets	and	liabilities,	respectively.	On	average,	the	actual	return	on	the	US	qualified defined	pension	plans'	assets	over	the	long-term	(15	to	20	years)	has	exceeded	8.5%.

We	estimate	a	25	basis	point	decline	in	the	expected	long-term	rate	of	return	for	the	US	qualified	defined	benefit	pension	plan	to	increase	pension expense	by	an	estimated	$5	million	in	2009.	Another	estimate	that	affects	our	pension	and	other	postretirement	benefit	expense	is	the	discount	rate used	in	the	annual	actuarial	valuations	of	pension	and	other	postretirement	benefit	plan	obligations.	At	the	end	of	each	year,	we	determine	the appropriate	discount	rate,	used	to	determine	the	present	value	of	future	cash	flows	currently	expected	to	be	required	to	settle	the	pension	and	other postretirement	benefit	obligations.	The	discount	rate	is	generally	based	on	the	yield	on	high-quality	corporate	fixed-income	securities.	As	of December	31,	2009,	we	decreased	the	discount	rate	to	5.90%	from	6.50%	as	of	December	31,	2008	for	the	US	plans.	We	estimate	that	a	50	basis point	decline	in	our	discount	rate	will	increase	our	annual	pension	expenses	by	an	estimated	$12	million,	and	increase	our	benefit	obligations	by approximately	$151	million	for	our	US	pension	plans.	In	addition,	the	same	basis	point	decline	in	our	discount	rate	will	also	increase	our	annual expenses	and	benefit	obligations	by	less	than	$1	million	and	$9	million	respectively,	for	our	US	postretirement	medical	plans.	We	estimate	that	a 50	basis	point	decline	in	the	discount	rate	for	the	non-US	pension	and	postretirement	medical	plans	will	increase	pension	and	other	postretirement benefit	annual	expenses	by	approximately	$1	million	and	less	than	$1	million,	respectively,	and	will	increase	our	benefit	obligations	by approximately	$32	million	and	$2	million,	respectively.

Other	postretirement	benefit	plans	provide	medical	and	life	insurance	benefits	to	retirees	who	meet	minimum	age	and	service	requirements.	The key	determinants	of	the	accumulated	postretirement	benefit	obligation	("APBO")	are	the	discount	rate	and	the	healthcare	cost	trend	rate.	The healthcare	cost	trend	rate	has	a	significant	effect	on	the	reported	amounts	of	APBO	and	related	expense.	For	example,	increasing	or	decreasing	the healthcare	cost	trend	rate	by	one	percentage	point	in	each	year	would	result	in	the	APBO	as	of	December	31,	2009	changing	by	approximately $4	million	and	$(3)	million,	respectively.	Additionally,	increasing	or	decreasing	the	healthcare	cost	trend	rate	by	one	percentage	point	in	each	year would	result	in	the	2009	postretirement	benefit	cost	changing	by	less	than	$1	million.

Pension	assumptions	are	reviewed	annually	on	a	plan	and	country-specific	basis	by	third-party	actuaries	and	senior	management.	Such	assumptions are	adjusted	as	appropriate	to	reflect	changes	in	market	rates	and	outlook.	We	determine	the	long-term	expected	rate	of	return	on	plan	assets	by considering	the	current	target	asset	allocation,	as	well	as	the	historical	and	expected	rates	of	return	on	various	asset	categories	in	which	the	plans are	invested.	A	single	long-term	expected	rate	of	return	on	plan	assets	is	then	calculated	for	each	plan	as	the	weighted	average	of	the	target	asset allocation	and	the	long-term	expected	rate	of	return	assumptions	for	each	asset	category	within	each	plan.

Differences	between	actual	rates	of	return	of	plan	assets	and	the	long-term	expected	rate	of	return	on	plan	assets	are	generally	not	recognized	in pension	expense	in	the	year	that	the	difference	occurs.	These	differences	are	deferred	and	amortized	into	pension	expense	over	the	average remaining	future	service	of	employees.	We	apply	the	long-term	expected	rate	of	return	on	plan	assets	to	a	market-related	value	of	plan	assets	to stabilize	variability	in	the	plan	asset	values.

# •	Accounting	for	Commitments	and	Contingencies

We	are	subject	to	a	number	of	legal	proceedings,	lawsuits,	claims,	and	investigations,	incidental	to	the	normal	conduct	of	our	business,	relating	to and	including	product	liability,	patent	and	intellectual	property,	commercial,	contract,	antitrust,	past	waste	disposal	practices,	release	of	chemicals into	the	environment	and	employment	matters,	which	are	handled	and	defended	in	the	ordinary	course	of	business.	We	routinely	assess	the likelihood	of	any	adverse	judgments	or	outcomes	to	these	matters	as	well	as	ranges	of	probable	and	reasonably	estimable	losses.	Reasonable estimates	involve	judgments	made	by	us	after	considering	a	broad	range	of	information	including:

notifications,	demands,	settlements	which	have	been	received	from	a	regulatory	authority	or	private	party,	estimates	performed	by	independent consultants	and	outside	counsel,	available	facts,	identification	of	other	potentially	responsible	parties	and	their	ability	to	contribute,	as	well	as	prior experience.	With	respect	to	environmental	liabilities,	it	is	our	policy	to	accrue	through	fifteen	years,	unless	we	have	government	orders	or	other agreements	that	extend	beyond	fifteen	years.	A	determination	of	the	amount	of	loss	contingency	required,	if	any,	is	assessed	in	accordance	with FASB	Accounting	Standards	Codification	("FASB	ASC")	Topic	450,	Contingencies,	and	recorded	if	probable	and	estimable	after	careful	analysis of	each	individual	matter.	The	required	reserves	may	change	in	the	future	due	to	new	developments	in	each	matter	and	as	additional	information becomes	available.

# Financial	Reporting	Changes

See	Note	3	to	the	consolidated	financial	statements	for	information	regarding	recent	accounting	pronouncements.

# Item	7A. Quantitative	and	Qualitative	Disclosures	about	Market	Risk

Our	financial	market	risk	consists	principally	of	exposure	to	currency	exchange	rates,	interest	rates	and	commodity	prices.	Exchange	rate	and interest	rate	risks	are	managed	with	a	variety	of	techniques,	including	use	of	derivatives.	We	have	in	place	policies	of	hedging	against	changes	in currency	exchange	rates,	interest	rates	and	commodity	prices	as	described	below.	Contracts	to	hedge	exposures	are	primarily	accounted	for	under FASB	ASC	Topic	815,	Derivatives	and	Hedging	("FASB	ASC	Topic	815").

# Interest	Rate	Risk	Management

We	use	interest	rate	swap	agreements	to	manage	the	interest	rate	risk	of	our	total	debt	portfolio	and	related	overall	cost	of	borrowing.	To	reduce the	interest	rate	risk	inherent	in	our	variable	rate	debt,	we	utilize	interest	rate	swap	agreements	to	convert	a	portion	of	our	variable	rate	debt	to	a fixed	rate	obligation.	These	interest	rate	swap	agreements	are	designated	as	cash	flow	hedges.

In	March	2007,	in	anticipation	of	the	April	2007	debt	refinancing,	we	entered	into	various	US	dollar	and	Euro	interest	rate	swap	agreements, which	became	effective	on	April	2,	2007,	with	notional	amounts	of	$1.6	billion	and	€150	million,	respectively.	The	notional	amount	of	the $1.6	billion	US	dollar	interest	rate	swaps	decreased	by	$400	million	effective	January	2,	2008	and	decreased	by	another	$200	million	effective January	2,	2009.	To	offset	the	declines,	we	entered	into	US	dollar	interest	rate	swaps	with	a	combined	notional	amount	of	$400	million	which became	effective	on	January	2,	2008	and	an	additional	US	dollar	interest	rate	swap	with	a	notional	amount	of	$200	million	which	became	effective April	2,	2009.

As	of	December	31,	2009,	we	had	$2.2	billion,	€440	million	and	CNY	1.4	billion	of	variable	rate	debt,	of	which	$1.6	billion	and	€150	million	is hedged	with	interest	rate	swaps,	which	leaves	$643	million,	€290	million	and	CNY	1.4	billion	of	variable	rate	debt	subject	to	interest	rate exposure.	Accordingly,	a	1%	increase	in	interest	rates	would	increase	annual	interest	expense	by	approximately	$13	million.

See	Note	22	to	the	consolidated	financial	statements	for	further	discussion	of	our	interest	rate	risk	management	and	the	related	impact	on	our financial	position	and	results	of	operations.

# Foreign	Exchange	Risk	Management

The	primary	business	objective	of	this	hedging	program	is	to	maintain	an	approximately	balanced	position	in	foreign	currencies	so	that	exchange gains	and	losses	resulting	from	exchange	rate	changes,	net	of	related	tax	effects,	are	minimized.	It	is	our	policy	to	minimize	currency	exposures and	to	conduct	operations	either	within	functional	currencies	or	using	the	protection	of	hedge	strategies.	Accordingly,	we	enter	into	foreign currency	forwards	and	swaps	to	minimize	our	exposure	to	foreign	currency	fluctuations.	From	time	to	time	we	may	also	hedge	our	currency exposure	related	to	forecasted	transactions.	Forward	contracts	are	not	designated	as	hedges	under	FASB	ASC	Topic	815.

The	following	table	indicates	the	total	US	dollar	equivalents	of	net	foreign	exchange	exposure	related	to	(short)	long	foreign	exchange	forward contracts	outstanding	by	currency.	All	of	the	contracts	included	in	the	table	below	will

have	approximately	offsetting	effects	from	actual	underlying	payables,	receivables,	intercompany	loans	or	other	assets	or	liabilities	subject	to foreign	exchange	remeasurement.

| Currency | 2010	Maturity<br>(In	$	millions) |
| :--- | :--- |
| Euro | (372) |
| British\tpound\tsterling | (90) |
| Chinese\trenminbi | \t\t\t\t\t\t\t(200) |
| Mexican\tpeso | (5) |
| Singapore\tdollar | 27 |
| Canadian\tdollar | (48) |
| Japanese\tyen | 8 |
| Brazilian\treal | (11) |
| Swedish\tkrona | 15 |
| Other | (1) |
| Total | (677) |

Additionally,	a	portion	of	our	assets,	liabilities,	revenues	and	expenses	are	denominated	in	currencies	other	than	the	US	dollar,	principally	the Euro.	Fluctuations	in	the	value	of	these	currencies	against	the	US	dollar,	particularly	the	value	of	the	Euro,	can	have	a	direct	and	material	impact on	the	business	and	financial	results.	For	example,	a	decline	in	the	value	of	the	Euro	versus	the	US	dollar	results	in	a	decline	in	the	US	dollar	value of	our	sales	and	earnings	denominated	in	Euros	due	to	translation	effects.	Likewise,	an	increase	in	the	value	of	the	Euro	versus	the	US	dollar	would result	in	an	opposite	effect.

To	protect	the	foreign	currency	exposure	of	a	net	investment	in	a	foreign	operation,	we	entered	into	cross	currency	swaps	with	certain	financial institutions	in	2004.	The	cross	currency	swaps	and	the	Euro-denominated	portion	of	the	senior	term	loan	were	designated	as	a	hedge	of	a	net investment	of	a	foreign	operation.	We	dedesignated	the	net	investment	hedge	due	to	the	debt	refinancing	in	April	2007	and	redesignated	the	cross currency	swaps	and	new	senior	Euro	term	loan	in	July	2007.	As	a	result,	we	recorded	$26	million	of	mark-to-market	losses	related	to	the	cross currency	swaps	and	the	new	senior	Euro	term	loan	during	this	period.

Under	the	terms	of	the	cross	currency	swap	arrangements,	we	paid	approximately	€13	million	in	interest	and	received	approximately	$16	million	in interest	on	June	15	and	December	15	of	each	year.	The	fair	value	of	the	net	obligation	under	the	cross	currency	swaps	was	included	in	current Other	liabilities	in	the	consolidated	balance	sheets	as	of	December	31,	2007.	Upon	maturity	of	the	cross	currency	swap	arrangements	in	June	2008, we	owed	€276	million	($426	million)	and	were	owed	$333	million.	In	settlement	of	the	obligation,	we	paid	$93	million	(net	of	interest	of $3	million)	in	June	2008.

During	the	year	ended	December	31,	2008,	we	dedesignated	€385	million	of	the	€400	million	euro-denominated	portion	of	the	term	loan, previously	designated	as	a	hedge	of	a	net	investment	of	a	foreign	operation.	The	remaining	€15	million	Euro-denominated	portion	of	the	term	loan was	dedesignated	as	a	hedge	of	a	net	investment	of	a	foreign	operation	in	June	2009.	Prior	to	these	dedesignations,	we	had	been	using	external derivative	contracts	to	offset	foreign	currency	exposures	on	certain	intercompany	loans.	As	a	result	of	the	dedesignations,	the	foreign	currency exposure	created	by	the	Euro-denominated	term	loan	is	expected	to	offset	the	foreign	currency	exposure	on	certain	intercompany	loans,	decreasing the	need	for	external	derivative	contracts	and	reducing	our	exposure	to	external	counterparties.

See	Note	22	to	the	consolidated	financial	statements	for	further	discussion	of	our	foreign	exchange	risk	management	and	the	related	impact	on	our financial	position	and	results	of	operations.

# Commodity	Risk	Management

We	have	exposure	to	the	prices	of	commodities	in	our	procurement	of	certain	raw	materials.	We	manage	our	exposure	primarily	through	the	use	of long-term	supply	agreements	and	derivative	instruments.	We	regularly	assess

our	practice	of	purchasing	a	portion	of	our	commodity	requirements	forward	and	utilization	of	other	raw	material	hedging	instruments,	in	addition to	forward	purchase	contracts,	in	accordance	with	changes	in	market	conditions.	Forward	purchases	and	swap	contracts	for	raw	materials	are principally	settled	through	actual	delivery	of	the	physical	commodity.	For	qualifying	contracts,	we	have	elected	to	apply	the	normal	purchases	and normal	sales	exception	of	FASB	ASC	Topic	815,	as	it	was	probable	at	the	inception	and	throughout	the	term	of	the	contract	that	they	would	not settle	net	and	would	result	in	physical	delivery.	As	such,	realized	gains	and	losses	on	these	contracts	are	included	in	the	cost	of	the	commodity upon	the	settlement	of	the	contract.

In	addition,	we	occasionally	enter	into	financial	derivatives	to	hedge	a	component	of	a	raw	material	or	energy	source.	Typically,	these	types	of transactions	do	not	qualify	for	hedge	accounting.	These	instruments	are	marked	to	market	at	each	reporting	period	and	gains	(losses)	are	included in	Cost	of	sales	in	the	consolidated	statements	of	operations.	We	recognized	no	gain	or	loss	from	these	types	of	contracts	during	the	years	ended December	31,	2009	and	2008	and	less	than	$1	million	during	the	year	ended	December	31,	2007.	As	of	December	31,	2009,	we	did	not	have	any open	financial	derivative	contracts	for	commodities.

# Item	8.	 Financial	Statements	and	Supplementary	Data

Our	consolidated	financial	statements	and	supplementary	data	are	included	in	Item	15.	Exhibits	and	Financial	Statement	Schedules	of	this	Annual Report	on	Form	10-K.

# Quarterly	Financial	Information

# CELANESE	CORPORATION	AND	SUBSIDIARIES

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  | March	31,<br>2009 | June	30,<br>2009 | September	30,<br>2009 | December	31,<br>2009 |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Unaudited) |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Net\tsales | 1,146 | 1,244 | 1,304 | 1,388 |
| Gross\tprofit | 200 | 248 | 266 | 289 |
| Other\t(charges)\tgains,\tnet | (21)\t(1) | (6) | (96)\t(2) | (13) |
| Operating\tprofit\t(loss) | 27 | 89 | 65 | 109 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | (16) | 122 | 49 | 86 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | (21) | 105 | 399 | 1 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 1 | (1) | - | 4 |
| Net\tearnings\t(loss) | (20) | 104 | 399 | 5 |
| Earnings\t(loss)\tper\tshare\t—\tbasic | (0.16) | 0.71 | 2.76 | 0.02 |
| Earnings\t(loss)\tper\tshare\t—\tdiluted | (0.16) | 0.66 | 2.53 | 0.02 |

|  | March	31,<br>2008 | June	30,<br>2008 | September	30,<br>2008 | December	31,<br>2008 |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (Unaudited) |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Net\tsales | 1,846 | 1,868 | 1,823 | 1,286 |
| Gross\tprofit | 418 | 396 | 333 | 109 |
| Other\t(charges)\tgains,\tnet | (16) | (7) | (1)\t(3) | (84)\t(4) |
| Operating\tprofit\t(loss) | 234 | 207 | 151 | (152) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 218 | 247 | 152 | (183) |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 145 | 203 | 164 | (140) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | - | (69) | (6) | (15) |
| Net\tearnings\t(loss) | 145 | 134 | 158 | (155) |
| Earnings\t(loss)\tper\tshare\t—\tbasic | 0.93 | 0.87 | 1.05 | (1.09) |
| Earnings\t(loss)\tper\tshare\t—\tdiluted | 0.87 | 0.80 | 0.97 | (1.09) |

(1) Consists	principally	of	$24	million	in	employee	termination	benefits,	due	to	our	efforts	to	align	production	capacity	and	staffing	levels	with our	current	view	of	an	economic	environment	of	prolonged	lower	demand.

(2) Consists	principally	of	$65	million	in	employee	termination	benefits,	$20	million	of	contract	termination	costs	and	$7	million	of	long-lived impairment	losses	related	to	the	Project	of	Closure	at	our	Pardies,	France	plant	location.

(3) Consists	principally	of	$21	million	in	long-lived	asset	impairment	losses,	$23	million	in	insurance	recoveries	and	$8	million	in	employee termination	benefits.	The	long-lived	asset	impairment	losses	are	associated	with	the	sale	of	our	Pampa,	Texas	plant.	The	insurance	recoveries were	received	from	our	reinsurers	in	partial	satisfaction	of	loss	claims	resulting	from	the	previously	announced	outage	at	our	Clear	Lake, Texas	acetic	acid	facility.

(4) Consists	principally	of	$94	million	in	long-lived	impairment	losses	and	$15	million	in	insurance	recoveries.	The	long-lived	asset	impairment losses	are	associated	with	the	2009	closure	of	our	acetic	acid	and	VAM	production

facility	in	Pardies,	France,	the	2009	VAM	production	unit	in	Cangrejera,	Mexico	and	certain	other	facilities.	The	insurance	recoveries	reflect amounts	received	from	our	reinsurers	in	partial	satisfaction	of	loss	claims	resulting	from	the	previously	announced	outage	at	our	Clear	Lake, Texas	acetic	acid	facility.

For	a	discussion	of	material	events	affecting	performance	in	each	quarter,	see	Item	7.	Management's	Discussion	and	Analysis	of	Financial Condition	and	Results	of	Operations.	All	amounts	in	the	table	above	have	been	properly	adjusted	for	the	effects	of	discontinued	operations.

# Item	9. Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure

# Item	9A. Controls	and	Procedures

Under	the	supervision	and	with	the	participation	of	our	management,	including	the	Chief	Executive	Officer	and	Chief	Financial	Officer,	we	have evaluated	the	effectiveness	of	our	disclosure	controls	and	procedures	pursuant	to	Exchange	Act	Rule	13a-15(b)	as	of	the	end	of	the	period	covered by	this	report.	Based	on	that	evaluation,	as	of	December	31,	2009,	the	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that these	disclosure	controls	and	procedures	are	effective.

# Changes	in	Internal	Control	Over	Financial	Reporting

# REPORT	OF	MANAGEMENT	ON	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	controls	over	financial	reporting	for	the	Company.	Internal control	over	financial	reporting	is	a	process	to	provide	reasonable	assurance	regarding	the	reliability	of	our	financial	reporting	for	external purposes	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America.	Internal	control	over	financial	reporting includes	maintaining	records	that	in	reasonable	detail	accurately	and	fairly	reflect	our	transactions;	providing	reasonable	assurance	that transactions	are	recorded	as	necessary	for	preparation	of	our	consolidated	financial	statements;	providing	reasonable	assurance	that	receipts	and expenditures	of	company	assets	are	made	in	accordance	with	management	authorization;	and	providing	reasonable	assurance	that	unauthorized acquisition,	use	or	disposition	of	company	assets	that	could	have	a	material	effect	on	our	consolidated	financial	statements	would	be	prevented	or detected	on	a	timely	basis.	Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	is	not	intended	to	provide	absolute assurance	that	a	misstatement	of	our	consolidated	financial	statements	would	be	prevented	or	detected.

Management	conducted	an	evaluation	of	the	effectiveness	of	our	internal	control	over	financial	reporting	based	on	the	framework	in	Internal Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Based	on	this	evaluation, management	concluded	that	the	Company's	internal	control	over	financial	reporting	was	effective	as	of	December	31,	2009.	KPMG	LLP	has audited	this	assessment	of	our	internal	control	over	financial	reporting;	their	report	is	included	below.

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# The	Board	of	Directors	and	Shareholders

We	have	audited	Celanese	Corporation	and	subsidiaries'	(the	"Company")	internal	control	over	financial	reporting	as	of	December	31,	2009, based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway Commission	(COSO).	The	Company's	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	report	of	management	on	internal	control over	financial	reporting.	Our	responsibility	is	to	express	an	opinion	on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was maintained	in	all	material	respects.	Our	audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our audit	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audit	provides	a reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles, and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	Celanese	Corporation	and	subsidiaries	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of December	31,	2009,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated balance	sheets	of	Celanese	Corporation	and	subsidiaries	as	of	December	31,	2009	and	2008,	and	the	related	consolidated	statements	of	operations, shareholders'	equity	and	comprehensive	income	(loss),	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2009,	and our	report	dated	February	12,	2010	expressed	an	unqualified	opinion	on	those	consolidated	financial	statements.

/s/	KPMG	LLP

Dallas,	Texas

# Item	9B. Other	Information

# PART	III

# Item	10. Directors,	Executive	Officers	and	Corporate	Governance

The	information	required	by	this	Item	10	is	incorporated	herein	by	reference	from	the	sections	captioned	"Corporate	Governance,"	"Our Management	Team,"	and	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	of	the	Company's	definitive	proxy	statement	for	the	2010 annual	meeting	of	stockholders	to	be	filed	not	later	than	March	12,	2010	with	the	Securities	and	Exchange	Commission	pursuant	to Regulation	14A	under	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"2010	Proxy	Statement").

# Item	11. Executive	Compensation

The	information	required	by	this	Item	11	is	incorporated	by	reference	from	the	sections	captioned	"Executive	Compensation	Discussion	and Analysis,"	"Potential	Payments	upon	Termination	and	Change	in	Control,"	and	"Corporate	Governance	–	Compensation	Committee	Interlocks	and Insider	Participation"	of	the	2010	Proxy	Statement.

# Item	12. Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

The	information	required	by	this	Item	12	is	incorporated	by	reference	from	the	section	captioned	"Stock	Ownership	Information"	of	the	2010 Proxy	Statement.	The	information	required	by	Item	201(d)	of	Regulation	S-K	is	submitted	in	a	separate	section	of	this	Form	10-K.	See	Item	5. Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities,	above.

# Item	13. Certain	Relationships	and	Related	Transactions,	and	Director	Independence

The	information	required	by	this	Item	13	is	incorporated	by	reference	from	the	section	captioned	"Certain	Relationships	and	Related	Person Transactions"	of	the	2010	Proxy	Statement.

# Item	14. Principal	Accounting	Fees	and	Services

The	information	required	by	this	Item	14	is	incorporated	by	reference	from	the	sections	captioned	"Ratification	of	Independent	Registered	Public Accounting	Firm"	and	"Corporate	Governance	and	Director	Independence"	of	the	2010	Proxy	Statement.

# PART	IV

# Item	15. Exhibits	and	Financial	Statement	Schedules

1.				Financial	Statements.	The	reports	of	our	independent	registered	public	accounting	firm	and	our	consolidated	financial	statements	are	listed below	and	begin	on	page	73	of	this	Annual	Report	on	Form	10-K.

# 2.	Financial	Statement	Schedule.

The	financial	statement	schedule	required	by	this	item	is	included	as	an	Exhibit	to	this	Annual	Report	on	Form	10-K.

# 3.	Exhibit	List.

See	Index	to	Exhibits	following	our	consolidated	financial	statements	contained	in	this	Annual	Report	on	Form	10-K.

PLEASE	NOTE:	It	is	inappropriate	for	readers	to	assume	the	accuracy	of,	or	rely	upon	any	covenants,	representations	or	warranties	that	may	be contained	in	agreements	or	other	documents	filed	as	Exhibits	to,	or	incorporated	by	reference	in,	this	Annual	Report.	Any	such	covenants, representations	or	warranties	may	have	been	qualified	or	superseded	by	disclosures	contained	in	separate	schedules	or	exhibits	not	filed	with	or incorporated	by	reference	in	this	Annual	Report,	may	reflect	the	parties'	negotiated	risk	allocation	in	the	particular	transaction,	may	be	qualified	by materiality	standards	that	differ	from	those	applicable	for	securities	law	purposes,	and	may	not	be	true	as	of	the	date	of	this	Annual	Report	or	any other	date	and	may	be	subject	to	waivers	by	any	or	all	of	the	parties.	Where	exhibits	and	schedules	to	agreements	filed	or	incorporated	by	reference as	Exhibits	hereto	are	not	included	in	these	exhibits,	such	exhibits	and	schedules	to	agreements	are	not	included	or	incorporated	by	reference herein.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	the	report	to	be	signed on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.

Name:					David	N.	Weidman

Title:	Chairman	of	the	Board	of	Directors	and Chief	Executive	Officer

# POWER	OF	ATTORNEY

KNOW	ALL	PERSONS	BY	THESE	PRESENTS,	that	each	person	whose	signature	appears	below	constitutes	and	appoints	Steven	M.	Sterin,	his true	and	lawful	attorney-in-fact	with	power	of	substitution	and	resubstitution	to	sign	in	his	name,	place	and	stead,	in	any	and	all	capacities,	to	do any	and	all	things	and	execute	any	and	all	instruments	that	such	attorney	may	deem	necessary	or	advisable	under	the	Securities	Exchange	Act	of 1934	and	any	rules,	regulations	and	requirements	of	the	US	Securities	and	Exchange	Commission	in	connection	with	the	Annual	Report	on Form	10-K	and	any	and	all	amendments	hereto,	as	fully	for	all	intents	and	purposes	as	he	might	or	could	do	in	person,	and	hereby	ratifies	and confirms	said	attorney-in-fact,	acting	alone,	and	his	substitute	or	substitutes,	may	lawfully	do	or	cause	to	be	done	by	virtue	hereof.

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	by	the	following	persons	in	the	capacities	and	on the	dates	indicated.

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

|  | Page	Number |
| :--- | :--- |
| ANNUAL\tCELANESE\tCORPORATION\tCONSOLIDATED\tFINANCIAL\tSTATEMENTS |  |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 73 |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tyears\tended\tDecember\t31,\t2009,\t2008\tand\t2007 | 74 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2009\tand\t2008 | 75 |
| Consolidated\tStatements\tof\tShareholders'\tEquity\tand\tComprehensive\tIncome\t(Loss)\tfor\tthe\tyears\tended\tDecember\t31,\t2009, |  |
| 2008\tand\t2007 | 76 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2009,\t2008\tand\t2007 | 78 |
| Notes\tto\tConsolidated\tFinancial\tStatements: |  |
| 1.\tDescription\tof\tthe\tCompany\tand\tBasis\tof\tPresentation | 79 |
| 2.\tSummary\tof\tAccounting\tPolicies | 79 |
| 3.\tRecent\tAccounting\tPronouncements | 85 |
| 4.\tAcquisitions,\tVentures,\tDivestitures,\tAsset\tSales\tand\tPlant\tClosures | 86 |
| 5.\tMarketable\tSecurities,\tat\tFair\tValue | 89 |
| 6.\tReceivables,\tNet | 90 |
| 7.\tInventories | 90 |
| 8.\tInvestments\tin\tAffiliates | 91 |
| 9.\tProperty,\tPlant\tand\tEquipment,\tNet | 92 |
| 10.\tGoodwill | 93 |
| 11.\tIntangible\tAssets,\tNet | 94 |
| 12.\tCurrent\tOther\tLiabilities | 95 |
| 13.\tNoncurrent\tOther\tLiabilities | 95 |
| 14.\tDebt | 97 |
| 15.\tBenefit\tObligations | 99 |
| 16.\tEnvironmental | 107 |
| 17.\tShareholders'\tEquity | 109 |
| 18.\tOther\t(Charges)\tGains,\tNet | 111 |
| 19.\tIncome\tTaxes | 113 |
| 20.\tStock-Based\tand\tOther\tManagement\tCompensation\tPlans | 116 |
| 21.\tLeases | 120 |
| 22.\tDerivative\tFinancial\tInstruments | 121 |
| 23.\tFair\tValue\tMeasurements | 123 |
| 24.\tCommitments\tand\tContingencies | 126 |
| 25.\tSupplemental\tCash\tFlow\tInformation | 132 |
| 26.\tBusiness\tand\tGeographical\tSegments | 132 |
| 27.\tTransactions\tand\tRelationships\twith\tAffiliates\tand\tRelated\tParties | 135 |
| 28.\tEarnings\t(Loss)\tPer\tShare | 136 |
| 29.\tTicona\tKelsterbach\tPlant\tRelocation | 136 |
| 30.\tInsurance\tRecoveries | 137 |
| 31.\tSubsequent\tEvents | 137 |

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Celanese	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31, 2009	and	2008,	and	the	related	consolidated	statements	of	operations,	shareholders'	equity	and	comprehensive	income	(loss),	and	cash	flows	for each	of	the	years	in	the	three-year	period	ended	December	31,	2009.	These	consolidated	financial	statements	are	the	responsibility	of	the Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	consolidated	financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement. An	audit	includes	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes assessing	the	accounting	principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	financial	statement presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	Celanese Corporation	and	subsidiaries	as	of	December	31,	2009	and	2008,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the three-year	period	ended	December	31,	2009,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	Company's internal	control	over	financial	reporting	as	of	December	31,	2009,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	issued by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO),	and	our	report	dated	February	12,	2010	expressed	an unqualified	opinion	on	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting.

As	discussed	in	Note	15	to	the	consolidated	financial	statements,	the	Company	adopted	Financial	Accounting	Standards	Board	("FASB")	Staff Position	No.	132(R)-1,	Employers'	Disclosures	about	Postretirement	Benefit	Plan	Assets	(included	in	FASB	Accounting	Standards	Codification ("ASC")	Subtopic	715-20,	Defined	Benefit	Plans),	during	the	year	ended	December	31,	2009.

As	discussed	in	Note	23	to	the	consolidated	financial	statements,	the	Company	adopted	FASB	Statement	of	Financial	Accounting	Standards No.	157,	Fair	Value	Measurements	(included	in	FASB	ASC	Subtopic	820-10,	Fair	Value	Measurements	and	Disclosures),	during	the	year	ended December	31,	2008.

As	discussed	in	Note	19	to	the	consolidated	financial	statements,	the	Company	adopted	FASB	Interpretation	No.	48,	Accounting	for	Uncertainty	in Income	Taxes	(included	in	FASB	ASC	Subtopic	740-10,	Income	Taxes),	during	the	year	ended	December	31,	2007.

| Net	sales | 5,082 | 6,823 | 6,444 |
| :--- | :--- | :--- | :--- |
| Cost\tof\tsales | (4,079) | (5,567) | (4,999) |
| Gross\tprofit | 1,003 | 1,256 | 1,445 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (469) | (540) | (516) |
| Amortization\tof\tintangible\tassets\t(primarily\tcustomer\trelationships) | (77) | (76) | (72) |
| Research\tand\tdevelopment\texpenses | (75) | (80) | (73) |
| Other\t(charges)\tgains,\tnet | (136) | (108) | (58) |
| Foreign\texchange\tgain\t(loss),\tnet | 2 | (4) | 2 |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | 42 | (8) | 20 |
| Operating\tprofit | 290 | 440 | 748 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 48 | 54 | 82 |
| Interest\texpense | (207) | (261) | (262) |
| Refinancing\texpense | - | - | (256) |
| Interest\tincome | 8 | 31 | 44 |
| Dividend\tincome\t—\tcost\tinvestments | 98 | 167 | 116 |
| Other\tincome\t(expense),\tnet | 4 | 3 | (25) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 241 | 434 | 447 |
| Income\ttax\t(provision)\tbenefit | 243 | (63) | (110) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 484 | 371 | 337 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\toperations | 6 | (120) | 40 |
| Gain\t(loss)\ton\tdisposal\tof\tdiscontinued\toperations | - | 6 | 52 |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\toperations | (2) | 24 | (2) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 4 | (90) | 90 |
| Net\tearnings\t(loss) | 488 | 281 | 427 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterests | - | 1 | (1) |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 488 | 282 | 426 |
| Cumulative\tpreferred\tstock\tdividends | (10) | (10) | (10) |
| Net\tearnings\t(loss)\tavailable\tto\tcommon\tshareholders | 478 | 272 | 416 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 484 | 372 | 336 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 4 | (90) | 90 |
| Net\tearnings\t(loss) | 488 | 282 | 426 |
| Earnings\t(loss)\tper\tcommon\tshare\t–\tbasic |  |  |  |
| Continuing\toperations | 3.30 | 2.44 | 2.11 |
| Discontinued\toperations | 0.03 | (0.61) | 0.58 |
| Net\tearnings\t(loss)\t–\tbasic | 3.33 | 1.83 | 2.69 |
| Earnings\t(loss)\tper\tcommon\tshare\t–\tdiluted |  |  |  |
| Continuing\toperations | 3.08 | 2.28 | 1.96 |
| Discontinued\toperations | 0.03 | (0.55) | 0.53 |
| Net\tearnings\t(loss)\t–\tdiluted | 3.11 | 1.73 | 2.49 |
| Weighted\taverage\tshares\t–\tbasic | 143,688,749 | 148,350,273 | 154,475,020 |
|  | 157,115,521 | 163,471,873 | 171,227,997 |

See	the	accompanying	notes	to	the	consolidated	financial	statements.

# CONSOLIDATED	BALANCE	SHEETS

# As	of	December	31,

| Cash	and	cash	equivalents | 1,254 | 676 |
| :--- | :--- | :--- |
| Trade\treceivables\t–\tthird\tparty\tand\taffiliates\t(net\tof\tallowance\tfor\tdoubtful\taccounts\t–\t2009:\t$18;\t2008:\t$25) | 721 | 631 |
| Non-trade\treceivables\t(net\tof\tallowance\tfor\tdoubtful\taccounts\t–\t2009:\t$0;\t2008:\t$1) | 255 | 274 |
| Inventories | 522 | 577 |
| Deferred\tincome\ttaxes | 42 | 24 |
| Marketable\tsecurities,\tat\tfair\tvalue | 3 | 6 |
| Assets\theld\tfor\tsale | 2 | 2 |
| Other\tassets | 57 | 96 |
| Total\tcurrent\tassets | 2,856 | 2,286 |
| Investments\tin\taffiliates | 790 | 789 |
| Property,\tplant\tand\tequipment\t(net\tof\taccumulated\tdepreciation\t–\t2009:\t$1,130;\t2008:\t$1,051) | 2,797 | 2,470 |
| Deferred\tincome\ttaxes | 484 | 27 |
| Marketable\tsecurities,\tat\tfair\tvalue | 80 | 94 |
| Other\tassets | 311 | 357 |
| Goodwill | 798 | 779 |
| Intangible\tassets,\tnet | 294 | 364 |
| Total\tassets | 8,410 | 7,166 |
| LIABILITIES\tAND\tSHAREHOLDERS'\tEQUITY |  |  |
| Current\tliabilities |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\tlong-term\tdebt\t–\tthird\tparty\tand\taffiliates | 242 | 233 |
| Trade\tpayables\t–\tthird\tparty\tand\taffiliates | 649 | 523 |
| Other\tliabilities | 611 | 574 |
| Deferred\tincome\ttaxes | 33 | 15 |
| Income\ttaxes\tpayable | 72 | 24 |
| Total\tcurrent\tliabilities | 1,607 | 1,369 |
| Long-term\tdebt | 3,259 | 3,300 |
| Deferred\tincome\ttaxes | 137 | 122 |
| Uncertain\ttax\tpositions | 229 | 218 |
| Benefit\tobligations | 1,288 | 1,167 |
| Other\tliabilities | 1,306 | 806 |
| Commitments\tand\tcontingencies |  |  |
| Shareholders'\tequity |  |  |
|  | - | - |
| outstanding;\t2008:\t164,107,394\tshares\tissued\tand\t143,505,708\toutstanding) | - | - |
|  | - | - |
| Treasury\tstock,\tat\tcost\t–\t(2009\tand\t2008:\t20,601,686\tshares) | (781) | (781) |
| Additional\tpaid-in\tcapital | 522 | 495 |
| Retained\tearnings | 1,502 | 1,047 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet | (659) | (579) |
| Total\tCelanese\tCorporation\tshareholders'\tequity | 584 | 182 |
| Noncontrolling\tinterests | - | 2 |
| Total\tshareholders'\tequity | 584 | 184 |
| Total\tliabilities\tand\tshareholders'\tequity | 8,410 | 7,166 |

# CONSOLIDATED	STATEMENTS	OF	SHAREHOLDERS'	EQUITY	AND	COMPREHENSIVE	INCOME	(LOSS)

|  | 2009 | 2009 | 2008 | 2008 | 2007 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Shares |  | Shares |  | Shares |  |
|  | Outstanding | Amount | Outstanding | Amount | Outstanding | Amount |
|  |  |  | (In\t$\tmillions,\texcept\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tdata) |  |  |
| Preferred\tstock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 9,600,000 | \t\t\t\t\t- | 9,600,000 | \t\t\t\t\t- | 9,600,000 | \t\t\t\t\t- |
| Issuance\tof\tpreferred\tstock | - | - | - | - | - | - |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 9,600,000 | - | 9,600,000 | - | 9,600,000 | - |
| Series\tA\tcommon\tstock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 143,505,708 | - | 152,102,801 | - | 158,668,666 | - |
| Issuance\tof\tSeries\tA\tcommon\tstock | - | - | - | - | 7,400 | - |
| Stock\toption\texercises | 806,580 | - | 1,056,368 | - | 4,265,221 | - |
| Purchases\tof\ttreasury\tstock | - | - | (9,763,200) | - | (10,838,486) | - |
| Stock\tawards | 81,781 | - | 109,739 | - | - | - |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 144,394,069 | - | 143,505,708 | - | 152,102,801 | - |
| Treasury\tstock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 20,601,686 | (781) | 10,838,486 | (403) | - | - |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | - | - | 9,763,200 | (378) | 10,838,486 | (403) |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 20,601,686 | (781) | 20,601,686 | (781) | 10,838,486 | (403) |
| Additional\tpaid-in\tcapital |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 495 |  | 469 |  | 362 |
| Indemnification\tof\tdemerger\tliability |  | - |  | 2 |  | 4 |
| Stock-based\tcompensation,\tnet\tof\ttax |  | 13 |  | 15 |  | 15 |
| Stock\toption\texercises,\tnet\tof\ttax |  | 14 |  | 9 |  | 88 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 522 |  | 495 |  | 469 |
| Retained\tearnings |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 1,047 |  | 799 |  | 394 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation |  | 488 |  | 282 |  | 426 |
| Series\tA\tcommon\tstock\tdividends |  | (23) |  | (24) |  | (25) |
| Preferred\tstock\tdividends |  | (10) |  | (10) |  | (10) |
| Adoption\tof\tASC\t740(1) |  | - |  | - |  | 14 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 1,502 |  | 1,047 |  | 799 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | (579) |  | 197 |  | 31 |
| Unrealized\tgain\t(loss)\ton\tsecurities |  | (3) |  | (23) |  | 17 |
| Foreign\tcurrency\ttranslation |  | 5 |  | (130) |  | 70 |
| Unrealized\tgain\t(loss)\ton\tinterest\trate\tswaps |  | 15 |  | (79) |  | (41) |
| Pension\tand\tpostretirement\tbenefits |  | (97) |  | (544) |  | 120 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | (659) |  | \t\t\t\t\t\t\t(579) |  | 197 |
| Total\tCelanese\tCorporation\tshareholders'\tequity |  | 584 |  | 182 |  | 1,062 |
| Noncontrolling\tinterests |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 2 |  | 5 |  | 74 |
| Purchase\tof\tremaining\tnoncontrolling\tinterests |  | - |  | - |  | (70) |
| Divestiture\tof\tnoncontrolling\tinterests |  | (2) |  | (2) |  | - |
| Net\tearnings\t(loss)\tattributable\tto\tnoncontrolling\tinterests |  | - |  | (1) |  | 1 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | - |  | 2 |  | 5 |
| Total\tshareholders'\tequity |  | \t\t\t\t\t\t\t584 |  | 184 |  | \t\t\t\t\t\t\t1,067 |

|  | 2009 | 2009 | 2008 | 2008 | 2007 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Shares\nOutstanding | Amount | Shares\nOutstanding | Amount | Shares\nOutstanding | Amount |
|  |  |  | (In\t$\tmillions,\texcept\tshare\tdata) |  |  |  |
| Comprehensive\tincome\t(loss) |  |  |  |  |  |  |
| Net\tearnings\t(loss) |  | \t\t\t\t\t\t\t\t\t\t488 |  | \t\t\t\t\t\t\t\t\t\t281 |  | \t\t\t\t\t\t\t\t\t\t427 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax: |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tsecurities |  | (3) |  | (23) |  | 17 |
| Foreign\tcurrency\ttranslation |  | 5 |  | (130) |  | 70 |
| Unrealized\tgain\t(loss)\ton\tinterest\trate\tswaps |  | 15 |  | (79) |  | (41) |
| Pension\tand\tpostretirement\tbenefits |  | (97) |  | (544) |  | 120 |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  | 408 |  | (495) |  | 593 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests |  | - |  | 1 |  | (1) |
| Comprehensive\tincome\t(loss)\tattributable\tto\tCelanese\nCorporation |  | 408 |  | (494) |  | 592 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

| Net	earnings	(loss) | 488 | 281 | 427 |
| :--- | :--- | :--- | :--- |
| Adjustments\tto\treconcile\tnet\tearnings\t(loss)\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Other\tcharges\t(gains),\tnet\tof\tamounts\tused | 73 | 111 | 30 |
| Depreciation,\tamortization\tand\taccretion | 319 | 360 | 311 |
| Deferred\tincome\ttaxes,\tnet | (402) | (69) | 23 |
| (Gain)\tloss\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | (40) | 1 | (74) |
| Refinancing\texpense | - | - | 256 |
| Other,\tnet | 22 | 36 | (2) |
| Operating\tcash\tprovided\tby\t(used\tin)\tdiscontinued\toperations | (2) | 3 | (84) |
| Changes\tin\toperating\tassets\tand\tliabilities: |  |  |  |
| Trade\treceivables\t—\tthird\tparty\tand\taffiliates,\tnet | (79) | 339 | (69) |
| Inventories | 30 | 21 | (27) |
| Other\tassets | 9 | 53 | 66 |
| Trade\tpayables\t—\tthird\tparty\tand\taffiliates | 104 | (265) | (11) |
| Other\tliabilities | 74 | (285) | (280) |
| Net\tcash\tprovided\tby\toperating\tactivities | 596 | 586 | 566 |
| Investing\tactivities |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\tequipment | (176) | (274) | (288) |
| Acquisitions,\tnet\tof\tcash\tacquired | (\t9) | - | (269) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | 171 | 9 | 715 |
| Deferred\tproceeds\ton\tTicona\tKelsterbach\tplant\trelocation | 412 | 311 | - |
| Capital\texpenditures\trelated\tto\tTicona\tKelsterbach\tplant\trelocation | (351) | (185) | (21) |
| Proceeds\tfrom\tsale\tof\tmarketable\tsecurities | 15 | 202 | 69 |
| Purchases\tof\tmarketable\tsecurities | - | (91) | (59) |
| Changes\tin\trestricted\tcash | - | - | 46 |
| Settlement\tof\tcross\tcurrency\tswap\tagreements | - | (93) | - |
| Other,\tnet | (31) | (80) | (50) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | 31 | (201) | 143 |
| Financing\tactivities |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | (9) | (64) | 30 |
| Proceeds\tfrom\tlong-term\tdebt | - | 13 | 2,904 |
| Repayments\tof\tlong-term\tdebt | (80) | (47) | (3,053) |
| Refinancing\tcosts | (3) | - | (240) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | - | (378) | (403) |
| Stock\toption\texercises | 14 | 18 | 69 |
| Series\tA\tcommon\tstock\tdividends | (23) | (24) | (25) |
| Preferred\tstock\tdividends | (10) | (10) | (10) |
| Other,\tnet | (1) | (7) | 14 |
| Net\tcash\tused\tin\tfinancing\tactivities | (112) | (499) | (714) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | 63 | (35) | 39 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 578 | (149) | 34 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 676 | 825 | 791 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | \t\t\t\t\t\t1,254 | \t\t\t\t\t\t676 | \t\t\t\t\t\t\t825 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.	 Description	of	the	Company	and	Basis	of	Presentation

Celanese	Corporation	and	its	subsidiaries	(collectively	the	"Company")	is	a	leading	global	integrated	chemical	and	advanced	materials	company. The	Company's	business	involves	processing	chemical	raw	materials,	such	as	methanol,	carbon	monoxide	and	ethylene,	and	natural	products, including	wood	pulp,	into	value-added	chemicals,	thermoplastic	polymers	and	other	chemical-based	products.

# Definitions

In	this	Annual	Report	on	Form	10-K,	the	term	"Celanese"	refers	to	Celanese	Corporation,	a	Delaware	corporation,	and	not	its	subsidiaries.	The term	"Celanese	US"	refers	to	the	Company's	subsidiary,	Celanese	US	Holdings	LLC,	a	Delaware	limited	liability	company,	formerly	known	as BCP	Crystal	US	Holdings	Corp.,	a	Delaware	corporation,	and	not	its	subsidiaries.	The	term	"Purchaser"	refers	to	the	Company's	subsidiary, Celanese	Europe	Holding	GmbH	&	Co.	KG,	formerly	known	as	BCP	Crystal	Acquisition	GmbH	&	Co.	KG,	a	German	limited	partnership,	and not	its	subsidiaries,	except	where	otherwise	indicated.	The	term	"Original	Shareholders"	refers,	collectively,	to	Blackstone	Capital	Partners (Cayman)	Ltd.	1,	Blackstone	Capital	Partners	(Cayman)	Ltd.	2,	Blackstone	Capital	Partners	(Cayman)	Ltd.	3	and	BA	Capital	Investors	Sidecar Fund,	L.P.	The	term	"Advisor"	refers	to	Blackstone	Management	Partners,	an	affiliate	of	The	Blackstone	Group.

The	consolidated	financial	statements	contained	in	this	Annual	Report	were	prepared	in	accordance	with	accounting	principles	generally	accepted in	the	United	States	of	America	("US	GAAP")	for	all	periods	presented.	The	consolidated	financial	statements	and	other	financial	information included	in	this	Annual	Report,	unless	otherwise	specified,	have	been	presented	to	separately	show	the	effects	of	discontinued	operations.

In	the	ordinary	course	of	the	business,	the	Company	enters	into	contracts	and	agreements	relative	to	a	number	of	topics,	including	acquisitions, dispositions,	joint	ventures,	supply	agreements,	product	sales	and	other	arrangements.	The	Company	endeavors	to	describe	those	contracts	or agreements	that	are	material	to	its	business,	results	of	operations	or	financial	position.	The	Company	may	also	describe	some	arrangements	that are	not	material	but	which	the	Company	believes	investors	may	have	an	interest	in	or	which	may	have	been	subject	to	a	Form	8-K	filing.	Investors should	not	assume	the	Company	has	described	all	contracts	and	agreements	relative	to	the	Company's	business	in	this	Annual	Report.

# 2.	 Summary	of	Accounting	Policies

# •	Consolidation	principles

The	consolidated	financial	statements	have	been	prepared	in	accordance	with	US	GAAP	for	all	periods	presented	and	include	the	accounts	of	the Company	and	its	majority	owned	subsidiaries	over	which	the	Company	exercises	control.	All	significant	intercompany	accounts	and	transactions have	been	eliminated	in	consolidation.

# •	Estimates	and	assumptions

The	preparation	of	consolidated	financial	statements	in	conformity	with	US	GAAP	requires	management	to	make	estimates	and	assumptions	that affect	the	reported	amounts	of	assets	and	liabilities,	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	consolidated	financial statements	and	the	reported	amounts	of	revenues,	expenses	and	allocated	charges	during	the	reporting	period.	Significant	estimates	pertain	to impairments	of	goodwill,	intangible	assets	and	other	long-lived	assets,	purchase	price	allocations,	restructuring	costs	and	other	(charges)	gains, net,	income	taxes,	pension	and	other	postretirement	benefits,	asset	retirement	obligations,	environmental	liabilities	and	loss	contingencies,	among others.	Actual	results	could	differ	from	those	estimates.

# •	Cash	and	cash	equivalents

All	highly	liquid	investments	with	original	maturities	of	three	months	or	less	are	considered	cash	equivalents.

# •	Inventories

Inventories,	including	stores	and	supplies,	are	stated	at	the	lower	of	cost	or	market.	Cost	for	inventories	is	determined	using	the	first-in,	first-out ("FIFO")	method.	Cost	includes	raw	materials,	direct	labor	and	manufacturing	overhead.	Cost	for	stores	and	supplies	is	primarily	determined	by the	average	cost	method.

# •	Investments	in	marketable	securities

The	Company	classifies	its	investments	in	debt	and	equity	securities	as	"available-for-sale"	and	reports	those	investments	at	their	fair	market values	in	the	consolidated	balance	sheets	as	Marketable	Securities,	at	fair	value.	Unrealized	gains	or	losses,	net	of	the	related	tax	effect	on available-for-sale	securities,	are	excluded	from	earnings	and	are	reported	as	a	component	of	Accumulated	other	comprehensive	income	(loss),	net until	realized.	The	cost	of	securities	sold	is	determined	by	using	the	specific	identification	method.

A	decline	in	the	market	value	of	any	available-for-sale	security	below	cost	that	is	deemed	to	be	other-than-temporary	results	in	a	reduction	in	the carrying	amount	to	fair	value.	The	impairment	is	charged	to	earnings	and	a	new	cost	basis	for	the	security	is	established.	To	determine	whether impairment	is	other-than-temporary,	the	Company	considers	whether	it	has	the	ability	and	intent	to	hold	the	investment	until	a	market	price recovery	and	evidence	indicating	the	cost	of	the	investment	is	recoverable	outweighs	evidence	to	the	contrary.	Evidence	considered	in	this assessment	includes	the	reasons	for	the	impairment,	the	severity	and	duration	of	the	impairment,	changes	in	value	subsequent	to	year	end	and forecasted	performance	of	the	investee.

# •	Investments	in	affiliates

Financial	Accounting	Standards	Board	("FASB")	Accounting	Standards	Codification	("FASB	ASC")	Topic	323,	Investments	–	Equity	Method	and Joint	Ventures,	stipulates	that	the	equity	method	should	be	used	to	account	for	investments	whereby	an	investor	has	"the	ability	to	exercise significant	influence	over	operating	and	financial	policies	of	an	investee",	but	does	not	exercise	control.	FASB	ASC	Topic	323	generally considers	an	investor	to	have	the	ability	to	exercise	significant	influence	when	it	owns	20%	or	more	of	the	voting	stock	of	an	investee.	FASB	ASC Topic	323	lists	circumstances	under	which,	despite	20%	ownership,	an	investor	may	not	be	able	to	exercise	significant	influence.	Certain investments	where	the	Company	owns	greater	than	a	20%	ownership	and	cannot	exercise	significant	influence	or	control	are	accounted	for	under the	cost	method	(Note	8).

The	Company	assesses	the	recoverability	of	the	carrying	value	of	its	investments	whenever	events	or	changes	in	circumstances	indicate	a	loss	in value	that	is	other	than	a	temporary	decline.	A	loss	in	value	of	an	equity-method	or	cost-method	investment	which	is	other	than	a	temporary decline	will	be	recognized	as	the	difference	between	the	carrying	amount	of	the	investment	and	its	fair	value.

The	Company's	estimates	of	fair	value	are	determined	based	on	a	discounted	cash	flow	model.	The	Company	periodically	engages	third-party valuation	consultants	to	assist	with	this	process.

# •	Property,	plant	and	equipment,	net

Land	is	recorded	at	historical	cost.	Buildings,	machinery	and	equipment,	including	capitalized	interest,	and	property	under	capital	lease agreements,	are	recorded	at	cost	less	accumulated	depreciation.	The	Company	records	depreciation	and	amortization	in	its	consolidated	statements of	operations	as	either	Cost	of	sales	or	Selling,	general	and	administrative	expenses	consistent	with	the	utilization	of	the	underlying	assets.

Depreciation	is	calculated	on	a	straight-line	basis	over	the	following	estimated	useful	lives	of	depreciable	assets:

Leasehold	improvements	are	amortized	over	ten	years	or	the	remaining	life	of	the	respective	lease,	whichever	is	shorter.

Accelerated	depreciation	is	recorded	when	the	estimated	useful	life	is	shortened.	Ordinary	repair	and	maintenance	costs,	including	costs	for planned	maintenance	turnarounds,	that	do	not	extend	the	useful	life	of	the	asset	are	charged	to	earnings	as	incurred.	Fully	depreciated	assets	are retained	in	property	and	depreciation	accounts	until	sold	or	otherwise	disposed.	In	the	case	of	disposals,	assets	and	related	depreciation	are removed	from	the	accounts,	and	the	net	amounts,	less	proceeds	from	disposal,	are	included	in	earnings.

The	Company	also	leases	property,	plant	and	equipment	under	operating	and	capital	leases.	Rent	expense	for	operating	leases,	which	may	have escalating	rentals	or	rent	holidays	over	the	term	of	the	lease,	is	recorded	on	a	straight-line	basis	over	the	lease	term.	Amortization	of	capital	lease assets	is	included	as	a	component	of	depreciation	expense.

Assets	acquired	in	business	combinations	are	recorded	at	their	fair	values	and	depreciated	over	the	assets'	remaining	useful	lives	or	the	Company's policy	lives,	whichever	is	shorter.

The	Company	assesses	the	recoverability	of	the	carrying	amount	of	its	property,	plant	and	equipment	whenever	events	or	changes	in	circumstances indicate	that	the	carrying	amount	of	an	asset	or	asset	group	may	not	be	recoverable.	An	impairment	loss	would	be	assessed	when	estimated undiscounted	future	cash	flows	from	the	operation	and	disposition	of	the	asset	group	are	less	than	the	carrying	amount	of	the	asset	group.	Asset groups	have	identifiable	cash	flows	and	are	largely	independent	of	other	asset	groups.	Measurement	of	an	impairment	loss	is	based	on	the	excess	of the	carrying	amount	of	the	asset	group	over	its	fair	value.	Fair	value	is	measured	using	discounted	cash	flows	or	independent	appraisals,	as appropriate.	Impairment	losses	are	recorded	in	depreciation	expense	or	Other	(charges)	gains,	net	depending	on	the	facts	and	circumstances.

# •	Goodwill	and	other	intangible	assets

Trademarks	and	trade	names,	customer-related	intangible	assets	and	other	intangibles	with	finite	lives	are	amortized	on	a	straight-line	basis	over their	estimated	useful	lives.	The	excess	of	the	purchase	price	over	fair	value	of	net	identifiable	assets	and	liabilities	of	an	acquired	business ("goodwill")	and	other	indefinite-lived	intangible	assets	are	not	amortized,	but	rather	tested	for	impairment,	at	least	annually.	The	Company	tests for	goodwill	and	indefinite-lived	intangible	asset	impairment	during	the	third	quarter	of	its	fiscal	year	using	June	30	balances.

The	Company	assesses	the	recoverability	of	the	carrying	value	of	goodwill	at	least	annually	or	whenever	events	or	changes	in	circumstances indicate	that	the	carrying	amount	of	the	goodwill	of	a	reporting	unit	may	not	be	fully	recoverable.	Recoverability	is	measured	at	the	reporting	unit level	based	on	the	provisions	of	FASB	ASC	Topic	350,	Intangibles	—	Goodwill	and	Other.	The	Company's	estimates	of	fair	value	are	determined based	on	a	discounted	cash	flow	model.	The	Company	periodically	engages	third-party	valuation	consultants	to	assist	with	this	process. Impairment	losses	are	recorded	in	other	operating	expense	or	Other	(charges)	gains,	net	depending	on	the	facts	and	circumstances.

The	Company	assesses	recoverability	of	other	indefinite-lived	intangible	assets	at	least	annually	or	whenever	events	or	changes	in	circumstances indicate	that	the	carrying	amount	of	the	indefinite-lived	intangible	asset	may	not	be	fully	recoverable.	Recoverability	is	measured	by	a	comparison of	the	carrying	value	of	the	indefinite-lived	intangible	asset	over	its	fair	value.	Any	excess	of	the	carrying	value	of	the	indefinite-lived	intangible asset	over	its	fair	value	is	recognized	as	an	impairment	loss.	The	Company's	estimates	of	fair	value	are	determined	based	on	a	discounted	cash flow	model.	The	Company	periodically	engages	third-party	valuation	consultants	to	assist	with	this	process.	Impairment	losses	are	recorded	in other	operating	expense	or	Other	(charges)	gains,	net	depending	on	the	facts	and	circumstances.

The	Company	assesses	the	recoverability	of	finite-lived	intangible	assets	in	the	same	manner	as	for	property,	plant	and	equipment	as	described above.	Impairment	losses	are	recorded	in	amortization	expense	or	Other	(charges)	gains,	net	depending	on	the	facts	and	circumstances.

# •	Financial	instruments

On	January	1,	2008,	the	Company	adopted	the	provisions	of	FASB	ASC	Topic	820,	Fair	Value	Measurements	and	Disclosures	("FASB	ASC Topic	820")	for	financial	assets	and	liabilities.	On	January	1,	2009,	the	Company	applied	the	provisions	of	FASB	ASC	Topic	820	for	non- recurring	fair	value	measurements	of	non-financial	assets	and	liabilities,	such	as	goodwill,	indefinite-lived	intangible	assets,	property,	plant	and equipment	and	asset	retirement	obligations.	The	adoptions	of	FASB	ASC	Topic	820	did	not	have	a	material	impact	on	the	Company's	financial position,	results	of	operations	or	cash	flows.	FASB	ASC	Topic	820	defines	fair	value,	and	increases	disclosures	surrounding	fair	value calculations.

The	Company	manages	its	exposures	to	currency	exchange	rates,	interest	rates	and	commodity	prices	through	a	risk	management	program	that includes	the	use	of	derivative	financial	instruments	(Note	22).	The	Company	does	not	use	derivative	financial	instruments	for	speculative	trading purposes.	The	fair	value	of	all	derivative	instruments	is	recorded	as	assets	or	liabilities	at	the	balance	sheet	date.	Changes	in	the	fair	value	of	these instruments	are	reported	in	income	or	Accumulated	other	comprehensive	income	(loss),	net,	depending	on	the	use	of	the	derivative	and	whether	it qualifies	for	hedge	accounting	treatment	under	the	provisions	of	FASB	ASC	Topic	815,	Derivatives	and	Hedging	("FASB	ASC	Topic	815").

Gains	and	losses	on	derivative	instruments	qualifying	as	cash	flow	hedges	are	recorded	in	Accumulated	other	comprehensive	income	(loss),	net,	to the	extent	the	hedges	are	effective,	until	the	underlying	transactions	are	recognized	in	income.	To	the	extent	effective,	gains	and	losses	on derivative	and	non-derivative	instruments	used	as	hedges	of	the	Company's	net	investment	in	foreign	operations	are	recorded	in	Accumulated other	comprehensive	income	(loss),	net	as	part	of	the	foreign	currency	translation	adjustment.	The	ineffective	portions	of	cash	flow	hedges	and hedges	of	net	investment	in	foreign	operations,	if	any,	are	recognized	in	income	immediately.	Derivative	instruments	not	designated	as	hedges	are marked	to	market	at	the	end	of	each	accounting	period	with	the	change	in	fair	value	recorded	in	income.

# •	Concentrations	of	credit	risk

The	Company	is	exposed	to	credit	risk	in	the	event	of	nonpayment	by	customers	and	counterparties.	The	creditworthiness	of	customers	and counterparties	is	subject	to	continuing	review,	including	the	use	of	master	netting	agreements,	where	the	Company	deems	appropriate.	The Company	minimizes	concentrations	of	credit	risk	through	its	global	orientation	in	diverse	businesses	with	a	large	number	of	diverse	customers	and suppliers.	In	addition,	credit	risks	arising	from	derivative	instruments	is	not	significant	because	the	counterparties	to	these	contracts	are	primarily major	international	financial	institutions	and,	to	a	lesser	extent,	major	chemical	companies.	Where	appropriate,	the	Company	has	diversified	its selection	of	counterparties.	Generally,	collateral	is	not	required	from	customers	and	counterparties	and	allowances	are	provided	for	specific	risks inherent	in	receivables.

# •	Deferred	financing	costs

The	Company	capitalizes	direct	costs	incurred	to	obtain	debt	financings	and	amortizes	these	costs	using	a	method	that	approximates	the	effective interest	rate	method	over	the	terms	of	the	related	debt.	Upon	the	extinguishment	of	the	related	debt,	any	unamortized	capitalized	debt	financing costs	are	immediately	expensed.

# •	Environmental	liabilities

The	Company	manufactures	and	sells	a	diverse	line	of	chemical	products	throughout	the	world.	Accordingly,	the	Company's	operations	are	subject to	various	hazards	incidental	to	the	production	of	industrial	chemicals	including	the	use,	handling,	processing,	storage	and	transportation	of hazardous	materials.	The	Company	recognizes	losses	and	accrues	liabilities	relating	to	environmental	matters	if	available	information	indicates that	it	is	probable	that	a	liability	has	been	incurred	and	the	amount	of	loss	can	be	reasonably	estimated.	Depending	on	the	nature	of	the	site,	the Company	accrues	through	fifteen	years,	unless	the	Company	has	government	orders	or	other	agreements	that	extend	beyond	fifteen	years.	If	the event	of	loss	is	neither	probable	nor	reasonably	estimable,	but	is	reasonably	possible,	the	Company	provides	appropriate	disclosure	in	the	notes	to the	consolidated	financial	statements	if	the	contingency	is	considered	material.	The	Company	estimates	environmental	liabilities	on	a	case-by-case basis	using

the	most	current	status	of	available	facts,	existing	technology,	presently	enacted	laws	and	regulations	and	prior	experience	in	remediation	of contaminated	sites.	Recoveries	of	environmental	costs	from	other	parties	are	recorded	as	assets	when	their	receipt	is	deemed	probable.

An	environmental	reserve	related	to	cleanup	of	a	contaminated	site	might	include,	for	example,	a	provision	for	one	or	more	of	the	following	types of	costs:	site	investigation	and	testing	costs,	cleanup	costs,	costs	related	to	soil	and	water	contamination	resulting	from	tank	ruptures	and	post- remediation	monitoring	costs.	These	reserves	do	not	take	into	account	any	claims	or	recoveries	from	insurance.	There	are	no	pending	insurance claims	for	any	environmental	liability	that	are	expected	to	be	material.	The	measurement	of	environmental	liabilities	is	based	on	the	Company's periodic	estimate	of	what	it	will	cost	to	perform	each	of	the	elements	of	the	remediation	effort.	The	Company	utilizes	third	parties	to	assist	in	the management	and	development	of	cost	estimates	for	its	sites.	Changes	to	environmental	regulations	or	other	factors	affecting	environmental liabilities	are	reflected	in	the	consolidated	financial	statements	in	the	period	in	which	they	occur	(Note	16).

# •	Legal	fees

The	Company	accrues	for	legal	fees	related	to	loss	contingency	matters	when	the	costs	associated	with	defending	these	matters	can	be	reasonably estimated	and	are	probable	of	occurring.	All	other	legal	fees	are	expensed	as	incurred.

# •	Revenue	recognition

The	Company	recognizes	revenue	when	title	and	risk	of	loss	have	been	transferred	to	the	customer,	generally	at	the	time	of	shipment	of	products, and	provided	that	four	basic	criteria	are	met:	(1)	persuasive	evidence	of	an	arrangement	exists;	(2)	delivery	has	occurred	or	services	have	been rendered;	(3)	the	fee	is	fixed	or	determinable;	and	(4)	collectibility	is	reasonably	assured.	Should	changes	in	conditions	cause	the	Company	to determine	revenue	recognition	criteria	are	not	met	for	certain	transactions,	revenue	recognition	would	be	delayed	until	such	time	that	the transactions	become	realizable	and	fully	earned.	Payments	received	in	advance	of	meeting	the	above	revenue	recognition	criteria	are	recorded	as deferred	revenue.

The	costs	of	research	and	development	are	charged	as	an	expense	in	the	period	in	which	they	are	incurred.

# •	Insurance	loss	reserves

The	Company	has	two	wholly	owned	insurance	companies	(the	"Captives")	that	are	used	as	a	form	of	self	insurance	for	property,	liability	and workers	compensation	risks.	One	of	the	Captives	also	insures	certain	third-party	risks.	The	liabilities	recorded	by	the	Captives	relate	to	the estimated	risk	of	loss	which	is	based	on	management	estimates	and	actuarial	valuations,	and	unearned	premiums,	which	represent	the	portion	of the	third-party	premiums	written	applicable	to	the	unexpired	terms	of	the	policies	in-force.	Liabilities	are	recognized	for	known	claims	when sufficient	information	has	been	developed	to	indicate	involvement	of	a	specific	policy	and	the	Company	can	reasonably	estimate	its	liability.	In addition,	liabilities	have	been	established	to	cover	additional	exposure	on	both	known	and	unasserted	claims.	Estimates	of	the	liabilities	are reviewed	and	updated	regularly.	It	is	possible	that	actual	results	could	differ	significantly	from	the	recorded	liabilities.	Premiums	written	are recognized	as	revenue	based	on	the	terms	of	the	policies.	Capitalization	of	the	Captives	is	determined	by	regulatory	guidelines.

# •	Reinsurance	receivables

The	Captives	enter	into	reinsurance	arrangements	to	reduce	their	risk	of	loss.	The	reinsurance	arrangements	do	not	relieve	the	Captives	from	their obligations	to	policyholders.	Failure	of	the	reinsurers	to	honor	their	obligations	could	result	in	losses	to	the	Captives.	The	Captives	evaluate	the financial	condition	of	their	reinsurers	and	monitor	concentrations	of	credit	risk	to	minimize	their	exposure	to	significant	losses	from	reinsurer insolvencies	and	to	establish	allowances	for	amounts	deemed	non-collectible.

The	provision	for	income	taxes	has	been	determined	using	the	asset	and	liability	approach	of	accounting	for	income	taxes.	Under	this	approach, deferred	income	taxes	reflect	the	net	tax	effects	of	temporary	differences	between	the	carrying	amounts	of	assets	and	liabilities	for	financial reporting	purposes	and	the	amounts	used	for	income	tax	purposes	and	net	operating	loss	and	tax	credit	carry	forwards.	The	amount	of	deferred taxes	on	these	temporary	differences	is	determined	using	the	tax	rates	that	are	expected	to	apply	to	the	period	when	the	asset	is	realized	or	the liability	is	settled,	as	applicable,	based	on	tax	rates	and	laws	in	the	respective	tax	jurisdiction	enacted	as	of	the	balance	sheet	date.

The	Company	reviews	its	deferred	tax	assets	for	recoverability	and	establishes	a	valuation	allowance	based	on	historical	taxable	income,	projected future	taxable	income,	applicable	tax	strategies,	and	the	expected	timing	of	the	reversals	of	existing	temporary	differences.	A	valuation	allowance is	provided	when	it	is	more	likely	than	not	that	some	portion	or	all	of	the	deferred	tax	assets	will	not	be	realized.

The	Company	considers	many	factors	when	evaluating	and	estimating	its	tax	positions	and	tax	benefits,	which	may	require	periodic	adjustments and	which	may	not	accurately	anticipate	actual	outcomes.	Tax	positions	are	recognized	only	when	it	is	more	likely	than	not	(likelihood	of	greater than	50%),	based	on	technical	merits,	that	the	positions	will	be	sustained	upon	examination.	Tax	positions	that	meet	the	more-likely-than-not threshold	are	measured	using	a	probability	weighted	approach	as	the	largest	amount	of	tax	benefit	that	is	greater	than	50%	likely	of	being	realized upon	settlement.	Whether	the	more-likely-than-not	recognition	threshold	is	met	for	a	tax	position	is	a	matter	of	judgment	based	on	the	individual facts	and	circumstances	of	that	position	evaluated	in	light	of	all	available	evidence.

# •	Noncontrolling	interests

Noncontrolling	interests	in	the	equity	and	results	of	operations	of	the	entities	consolidated	by	the	Company	are	shown	as	a	separate	line	item	in	the consolidated	financial	statements.	The	entities	included	in	the	consolidated	financial	statements	that	have	noncontrolling	interests	are	as	follows:

|  | 2009 | 2008 |
| :--- | :--- | :--- |
| Celanese\tPolisinteza\td.o.o. | 76% | 76% |
| Synthesegasanlage\tRuhr\tGmbH | 50% | 50% |

In	December	2009,	the	Company	paid	a	liquidating	dividend	related	to	its	ownership	in	Synthesegasanlage	Ruhr	GmbH	in	the	amount	of €1	million.	The	Company	is	currently	liquidating	its	ownership	in	Synthesegasanlage	Ruhr	GmbH.

# •	Accounting	for	purchasing	agent	agreements

A	subsidiary	of	the	Company	acts	as	a	purchasing	agent	on	behalf	of	the	Company,	as	well	as	third	parties.	The	entity	arranges	sale	and	purchase agreements	for	raw	materials	on	a	commission	basis.	Accordingly,	the	commissions	earned	on	these	third-party	sales	are	classified	as	a	reduction	to Selling,	general	and	administrative	expenses.

# •	Functional	and	reporting	currencies

For	the	Company's	international	operations	where	the	functional	currency	is	other	than	the	US	dollar,	assets	and	liabilities	are	translated	using period-end	exchange	rates,	while	the	statement	of	operations	amounts	are	translated	using	the	average	exchange	rates	for	the	respective	period. Differences	arising	from	the	translation	of	assets	and	liabilities	in	comparison	with	the	translation	of	the	previous	periods	or	from	initial recognition	during	the	period	are	included	as	a	separate	component	of	Accumulated	other	comprehensive	income	(loss),	net.

# •	Reclassifications

The	Company	has	reclassified	certain	prior	period	amounts	to	conform	to	the	current	year	presentation.

# 3.	 Recent	Accounting	Pronouncements

In	January	2010,	the	FASB	issued	FASB	Accounting	Standards	Update	2010-02,	Accounting	and	Reporting	for	Decreases	in	Ownership	of	a Subsidiary	—	A	Scope	Clarification	("ASU	2010-02"),	which	amends	FASB	ASC	Topic	820-10	("FASB	ASC	Topic	820-10").	The	update addresses	implementation	issues	related	to	changes	in	ownership	provisions	in	the	FASB	ASC	820-10.	The	Company	adopted	ASU	2010-02	on December	31,	2009.	This	update	had	no	impact	on	the	Company's	financial	position,	results	of	operations	or	cash	flows.

In	August	2009,	the	FASB	issued	FASB	Accounting	Standards	Update	2009-05,	Fair	Value	Measurements	and	Disclosures	("ASU	2009-05"), which	amends	FASB	ASC	Topic	820-10	("FASB	ASC	Topic	820-10").	The	update	provides	clarification	on	the	techniques	for	measurement	of fair	value	required	of	a	reporting	entity	when	a	quoted	price	in	an	active	market	for	an	identical	liability	is	not	available.	The	Company	adopted ASU	2009-05	beginning	September	30,	2009.	This	update	had	no	impact	on	the	Company's	financial	position,	results	of	operations	or	cash	flows.

In	June	2009,	the	FASB	issued	Statement	of	Financial	Accounting	Standards	("SFAS")	168,	The	FASB	Accounting	Standards	Codificationtm	and the	Hierarchy	of	Generally	Accepted	Accounting	Principles	—	a	replacement	of	FAS	162	("SFAS	168"),	which	created	FASB	ASC	Topic	105-10 ("FASB	ASC	Topic	105-10").	FASB	ASC	Topic	105-10	identifies	the	sources	of	accounting	principles	and	the	framework	for	selecting	principles used	in	the	preparation	of	financial	statements	of	nongovernmental	entities	that	are	presented	in	conformity	with	US	GAAP	(the	GAAP	hierarchy). The	Company	adopted	FASB	ASC	Topic	105-10	beginning	September	30,	2009.	This	standard	had	no	impact	on	the	Company's	financial position,	results	of	operations	or	cash	flows.

In	May	2009,	the	FASB	issued	SFAS	165,	Subsequent	Events	("SFAS	165"),	codified	in	FASB	ASC	Topic	855-10,	which	establishes	accounting and	disclosure	standards	for	events	that	occur	after	the	balance	sheet	date	but	before	financial	statements	are	issued	or	are	available	to	be	issued.	It defines	financial	statements	as	available	to	be	issued,	requiring	the	disclosure	of	the	date	through	which	an	entity	has	evaluated	subsequent	events and	the	basis	for	that	date,	whether	it	be	the	date	the	financial	statements	were	issued	or	the	date	they	were	available	to	be	issued.	The	Company adopted	SFAS	165	upon	issuance.	This	standard	had	no	impact	on	the	Company's	financial	position,	results	of	operations	or	cash	flows.

In	April	2009,	the	FASB	issued	FASB	Staff	Position	("FSP")	SFAS	115-2	and	SFAS	124-2,	Recognition	and	Presentation	of Other-Than-Temporary	Impairments	("FSP	SFAS	115-2	and	SFAS	124-2"),	which	is	codified	in	FASB	ASC	Topic	320-10.	FSP	SFAS	115-2	and SFAS	124-2	provides	guidance	to	determine	whether	the	holder	of	an	investment	in	a	debt	security	for	which	changes	in	fair	value	are	not	regularly recognized	in	earnings	should	recognize	a	loss	in	earnings	when	the	investment	is	impaired.	This	FSP	also	improves	the	presentation	and disclosure	of	other-than-temporary	impairments	on	debt	and	equity	securities	in	the	consolidated	financial	statements.	The	Company	adopted	FSP SFAS	115-2	and	SFAS	124-2	beginning	April	1,	2009.	This	FSP	had	no	material	impact	on	the	Company's	financial	position,	results	of	operations or	cash	flows.

In	April	2009,	the	FASB	issued	FSP	SFAS	107-1	and	Accounting	Principles	Board	("APB")	Opinion	APB	28-1,	Interim	Disclosures	about	Fair Value	of	Financial	Instruments	("FSP	SFAS	107-1	and	APB	28-1").	FSP	SFAS	107-1	and	APB	28-1,	which	is	codified	in	FASB	ASC	Topic 825-10-50,	require	disclosures	about	fair	value	of	financial	instruments	for	interim	reporting	periods	of	publicly	traded	companies	as	well	as	in annual	financial	statements.	The	Company	adopted	FSP	SFAS	107-1	and	APB	28-1	beginning	April	1,	2009.	This	FSP	had	no	impact	on	the Company's	financial	position,	results	of	operations	or	cash	flows.

In	April	2009,	the	FASB	issued	FSP	SFAS	157-4,	Determining	Fair	Value	When	the	Volume	and	Level	of	Activity	for	the	Asset	or	Liability	Have Significantly	Decreased	and	Identifying	Transactions	That	Are	Not	Orderly	("FSP	SFAS	157-4").	FSP	SFAS	157-4,	which	is	codified	in	FASB ASC	Topics	820-10-35-51	and	820-10-50-2,	provides	additional	guidance	for	estimating	fair	value	and	emphasizes	that	even	if	there	has	been	a significant	decrease	in	the	volume	and	level	of	activity	for	the	asset	or	liability	and	regardless	of	the	valuation	technique(s)	used,	the	objective

of	a	fair	value	measurement	remains	the	same.	The	Company	adopted	FSP	SFAS	157-4	beginning	April	1,	2009.	This	FSP	had	no	material	impact on	the	Company's	financial	position,	results	of	operations	or	cash	flows.

In	April	2009,	the	FASB	issued	FSP	SFAS	141(R)-1,	Accounting	for	Assets	Acquired	and	Liabilities	Assumed	in	a	Business	Combination	That Arise	from	Contingencies	("FSP	SFAS	141(R)-1").	FSP	SFAS	141(R)-1,	which	is	codified	in	FASB	ASC	Topic	805,	Business	Combinations, addresses	application	issues	related	to	the	measurement,	accounting	and	disclosure	of	assets	and	liabilities	arising	from	contingencies	in	a	business combination.	The	Company	adopted	FSP	SFAS	141(R)-1	upon	issuance.	This	FSP	had	no	impact	on	the	Company's	financial	position,	results	of operations	or	cash	flows.

In	December	2008,	the	FASB	issued	FSP	SFAS	132(R)-1,	Employers'	Disclosures	about	Postretirement	Benefit	Plan	Assets	("FSP	SFAS	132(R)- 1"),	which	is	codified	in	FASB	ASC	Topic	715-20-50.	FSP	SFAS	132(R)-1	requires	enhanced	disclosures	about	the	plan	assets	of	a	Company's defined	benefit	pension	and	other	postretirement	plans	intended	to	provide	financial	statement	users	with	a	greater	understanding	of:	1)	how investment	allocation	decisions	are	made;	2)	the	major	categories	of	plan	assets;	3)	the	inputs	and	valuation	techniques	used	to	measure	the	fair value	of	plan	assets;	4)	the	effect	of	fair	value	measurements	using	significant	unobservable	inputs	on	changes	in	plan	assets	for	the	period;	and 5)	significant	concentrations	of	risk	within	plan	assets.	The	Company	adopted	FSP	SFAS	132(R)-1	on	January	1,	2009.	This	FSP	had	no	impact	on the	Company's	financial	position,	results	of	operations	or	cash	flows.

# 4.	 Acquisitions,	Ventures,	Divestitures,	Asset	Sales	and	Plant	Closures

# Acquisitions

In	December	2009,	the	Company	acquired	the	business	and	assets	of	FACT	GmbH	(Future	Advanced	Composites	Technology)	("FACT"),	a German	company,	for	a	purchase	price	of	€5	million	($7	million).	FACT	is	in	the	business	of	developing,	producing	and	marketing	long	fiber reinforced	thermoplastics.	As	part	of	the	acquisition,	the	Company	has	entered	into	a	ten	year	lease	agreement	with	the	seller	for	the	property	and buildings	on	which	the	FACT	business	is	located	with	the	option	to	purchase	the	property	at	various	times	throughout	the	lease.	The	acquired business	is	included	in	the	Advanced	Engineered	Materials	segment.

In	January	2007,	the	Company	acquired	the	cellulose	acetate	flake,	tow	and	film	business	of	Acetate	Products	Limited	("APL"),	a	subsidiary	of Corsadi	B.V.	The	purchase	price	for	the	transaction	was	approximately	£57	million	($112	million),	in	addition	to	direct	acquisition	costs	of approximately	£4	million	($7	million).	As	contemplated	prior	to	the	closing	of	the	acquisition,	the	Company	closed	the	acquired	tow	production plant	at	Little	Heath,	United	Kingdom	in	September	2007.	In	accordance	with	the	Company's	sponsor	services	agreement	dated	January	26,	2005, as	amended,	the	Company	paid	the	Advisor	$1	million	in	connection	with	the	acquisition.	The	acquired	business	is	included	in	the	Company's Consumer	Specialties	segment.

# Ventures

In	March	2007,	the	Company	entered	into	a	strategic	partnership	with	Accsys	Technologies	PLC	("Accsys"),	and	its	subsidiary,	Titan	Wood,	to become	the	exclusive	supplier	of	acetyl	products	to	Titan	Wood's	technology	licensees	for	use	in	wood	acetylation.	In	connection	with	this partnership,	in	May	2007,	the	Company	acquired	8,115,883	shares	of	Accsys'	common	stock	representing	approximately	5.45%	of	the	total	voting shares	of	Accsys	for	€22	million	($30	million).	The	investment	was	treated	as	an	available-for-sale	security	and	was	included	in	Marketable securities,	at	fair	value,	on	the	Company's	consolidated	balance	sheets.	On	November	20,	2007,	the	Company	and	Accsys	announced	that	they agreed	to	amend	their	business	arrangements	so	that	each	company	would	have	a	nonexclusive	"at-will"	trading	and	supply	relationship	to	give both	companies	greater	flexibility.	As	part	of	this	amendment,	the	Company	subsequently	sold	all	of	its	shares	of	Accsys	stock	for	approximately €20	million	($30	million),	which	resulted	in	a	cumulative	loss	of	$3	million.

# Divestitures

In	July	2009,	the	Company	completed	the	sale	of	its	polyvinyl	alcohol	("PVOH")	business	to	Sekisui	Chemical	Co.,	Ltd.	("Sekisui")	for	a	net	cash purchase	price	of	$168	million,	resulting	in	a	gain	on	disposition	of	$34	million.	The

net	cash	purchase	price	excludes	the	accounts	receivable	and	payable	retained	by	the	Company.	The	transaction	includes	long-term	supply agreements	between	Sekisui	and	the	Company	and	therefore,	does	not	qualify	for	treatment	as	a	discontinued	operation.	The	PVOH	business	is included	in	the	Industrial	Specialties	segment.

In	July	2008,	the	Company	sold	its	55.46%	interest	in	Derivados	Macroquimicos	S.A.	de	C.V.	("DEMACSA")	for	proceeds	of	$3	million. DEMACSA	produces	cellulose	ethers	at	an	industrial	complex	in	Zacapu,	Michoacan,	Mexico	and	is	included	in	the	Company's	Acetyl Intermediates	segment.	In	June	2008,	the	Company	recorded	a	long-lived	asset	impairment	loss	of	$1	million	to	Cost	of	sales	in	the	consolidated statements	of	operations.	As	a	result,	the	proceeds	from	the	sale	approximated	the	carrying	value	of	DEMACSA	on	the	date	of	the	sale.	The Company	concluded	the	sale	of	DEMACSA	is	not	a	discontinued	operation	due	to	certain	forms	of	continuing	involvement	between	the	Company and	DEMACSA	subsequent	to	the	sale.

In	August	2007,	the	Company	sold	its	Films	business	of	EVA	Performance	Polymers	(f/k/a	AT	Plastics),	located	in	Edmonton	and	Westlock, Alberta,	Canada,	to	British	Polythene	Industries	PLC	("BPI")	for	$12	million.	The	Films	business	manufactures	products	for	the	agricultural, horticultural	and	construction	industries.	The	Company	recorded	a	loss	on	the	sale	of	$7	million	during	the	year	ended	December	31,	2007.	The Company	maintained	ownership	of	the	Polymers	business	of	the	business	formerly	known	as	AT	Plastics,	which	concentrates	on	the	development and	supply	of	specialty	resins	and	compounds.	EVA	Performance	Polymers	is	included	in	the	Company's	Industrial	Specialties	segment.	The Company	concluded	that	the	sale	of	the	Films	business	is	not	a	discontinued	operation	due	to	the	level	of	continuing	cash	flows	between	the	Films business	and	EVA	Performance	Polymers'	Polymers	business	subsequent	to	the	sale.

In	connection	with	the	Company's	strategy	to	optimize	its	portfolio	and	divest	non-core	operations,	the	Company	announced	in	December	2006	its agreement	to	sell	its	Acetyl	Intermediates	segment's	oxo	products	and	derivatives	businesses,	including	European	Oxo	GmbH	("EOXO"),	a	50/50 venture	between	Celanese	GmbH	and	Degussa	AG	("Degussa"),	to	Advent	International,	for	a	purchase	price	of	€480	million	($636	million) subject	to	final	agreement	adjustments	and	the	successful	exercise	of	the	Company's	option	to	purchase	Degussa's	50%	interest	in	EOXO.	On February	23,	2007,	the	option	was	exercised	and	the	Company	acquired	Degussa's	interest	in	the	venture	for	a	purchase	price	of	€30	million ($39	million),	in	addition	to	€22	million	($29	million)	paid	to	extinguish	EOXO's	debt	upon	closing	of	the	transaction.	The	Company	completed the	sale	of	its	oxo	products	and	derivatives	businesses,	including	the	acquired	50%	interest	in	EOXO,	on	February	28,	2007.	The	sale	included	the oxo	and	derivatives	businesses	at	the	Oberhausen,	Germany,	and	Bay	City,	Texas	facilities	as	well	as	portions	of	its	Bishop,	Texas	facility.	Also included	were	EOXO's	facilities	within	the	Oberhausen	and	Marl,	Germany	plants.	The	former	oxo	products	and	derivatives	businesses	acquired by	Advent	International	was	renamed	Oxea.	Taking	into	account	agreed	deductions	by	the	buyer	for	pension	and	other	employee	benefits	and various	costs	for	separation	activities,	the	Company	received	proceeds	of	approximately	€443	million	($585	million)	at	closing.	The	transaction resulted	in	the	recognition	of	a	$47	million	pre-tax	gain,	recorded	to	Gain	(loss)	on	disposal	of	discontinued	operations,	which	includes	certain working	capital	and	other	adjustments,	in	2007.	Due	to	certain	lease-back	arrangements	between	the	Company	and	the	buyer	and	related environmental	obligations	of	the	Company,	approximately	$51	million	of	the	transaction	proceeds	attributable	to	the	fair	value	of	the	underlying land	at	Bay	City	($1	million)	and	Oberhausen	(€36	million)	is	included	in	deferred	proceeds	in	noncurrent	Other	liabilities,	and	divested	land	with a	book	value	of	$14	million	(€10	million	at	Oberhausen	and	$1	million	at	Bay	City)	remains	in	Property,	plant	and	equipment,	net	in	the Company's	consolidated	balance	sheets.

Subsequent	to	closing,	the	Company	and	Oxea	have	certain	site	service	and	product	supply	arrangements.	The	site	services	include,	but	are	not limited	to,	administrative,	utilities,	health	and	safety,	waste	water	treatment	and	maintenance	activities	for	terms	which	range	up	to	fifteen	years. Product	supply	agreements	contain	initial	terms	of	up	to	fifteen	years.	The	Company	has	no	contractual	ability	through	these	agreements	or	any other	arrangements	to	significantly	influence	the	operating	or	financial	policies	of	Oxea.	The	Company	concluded,	based	on	the	nature	and	limited projected	magnitude	of	the	continuing	business	relationship	between	the	Company	and	Oxea,	the	divestiture	of	the	oxo	products	and	derivatives businesses	should	be	accounted	for	as	a	discontinued	operation.

Third-party	net	sales	include	$5	million	to	the	divested	oxo	products	and	derivative	businesses	for	the	year	ended	December	31,	2007	that	were eliminated	upon	consolidation.

In	accordance	with	the	Company's	sponsor	services	agreement	dated	January	26,	2005,	as	amended,	the	Company	paid	the	Advisor	$6	million	in connection	with	the	sale	of	the	oxo	products	and	derivatives	businesses.

During	the	second	quarter	of	2007,	the	Company	discontinued	its	Edmonton,	Alberta,	Canada	methanol	operations,	which	were	included	in	the Acetyl	Intermediates	segment.	As	a	result,	the	earnings	(loss)	from	operations	related	to	Edmonton	methanol	are	accounted	for	as	discontinued operations.

# Asset	Sales

In	May	2008,	shareholders	of	the	Company's	Koper,	Slovenia	legal	entity	voted	to	approve	the	April	2008	decision	by	the	Company	to permanently	shut	down	this	emulsions	production	site.	The	decision	to	shut	down	the	site	resulted	in	employee	severance	of	less	than	$1	million, which	is	included	in	Other	(charges)	gains,	net,	in	the	consolidated	statements	of	operations	during	the	year	ended	December	31,	2008.	Currently, the	facility	is	idle	and	the	existing	fixed	assets,	including	machinery	and	equipment,	buildings	and	land	are	being	marketed	for	sale.	The	Koper, Slovenia	legal	entity	is	included	in	the	Company's	Industrial	Specialties	segment.

In	December	2007,	the	Company	sold	the	assets	at	its	Edmonton,	Alberta,	Canada	facility	to	a	real	estate	developer	for	approximately	$35	million. As	part	of	the	agreement,	the	Company	will	retain	certain	environmental	liabilities	associated	with	the	site.	The	Company	derecognized $16	million	of	asset	retirement	obligations	which	were	transferred	to	the	buyer.	As	a	result	of	the	sale,	the	Company	recorded	a	gain	of	$37	million for	the	year	ended	December	31,	2007,	of	which	a	gain	of	$34	million	was	recorded	to	Gain	(loss)	on	disposition	of	businesses	and	assets,	net	in the	consolidated	statements	of	operations.

In	July	2007,	the	Company	reached	an	agreement	with	Babcock	&	Brown,	a	worldwide	investment	firm	which	specializes	in	real	estate	and utilities	development,	to	sell	the	Company's	Pampa,	Texas	facility.	The	Company	ceased	operations	at	the	site	in	December	2008.	Proceeds received	upon	certain	milestone	events	are	treated	as	deferred	proceeds	and	included	in	noncurrent	Other	liabilities	in	the	Company's	consolidated balance	sheets	until	the	transaction	is	complete	(expected	to	be	in	2010),	as	defined	in	the	sales	agreement.	These	operations	are	included	in	the Company's	Acetyl	Intermediates	segment.	During	the	second	half	of	2008,	the	Company	determined	that	two	of	the	milestone	events,	which	are outside	of	the	Company's	control,	were	unlikely	to	be	achieved.	The	Company	performed	a	discounted	cash	flow	analysis	which	resulted	in	a $23	million	long-lived	asset	impairment	loss	recorded	to	Other	(charges)	gains,	net,	in	the	consolidated	statements	of	operations	during	the	year ended	December	31,	2008	(Note	18).

# Plant	Closures

In	July	2009,	the	Company's	wholly-owned	French	subsidiary,	Acetex	Chimie,	completed	the	consultation	procedure	with	the	workers	council	on its	"Project	of	Closure"	and	social	plan	related	to	the	Company's	Pardies,	France	facility	pursuant	to	which	the	Company	announced	its	formal plan	to	cease	all	manufacturing	operations	and	associated	activities	by	December	2009.	The	Company	agreed	with	the	workers	council	on	a	set	of measures	of	assistance	aimed	at	minimizing	the	effects	of	the	plant's	closing	on	the	Pardies	workforce,	including	training,	outplacement	and severance.

As	a	result	of	the	Project	of	Closure,	the	Company	recorded	exit	costs	of	$89	million	during	the	year	ended	December	31,	2009,	which	included $60	million	in	employee	termination	benefits,	$17	million	of	contract	termination	costs	and	$12	million	of	long-lived	asset	impairment	losses	(see Note	18)	to	Other	charges	(gains),	net,	in	the	consolidated	statements	of	operations.	The	fair	value	of	the	related	held	and	used	long-lived	assets	is $4	million	as	of	December	31,	2009.	In	addition,	the	Company	recorded	$9	million	of	accelerated	depreciation	expense	for	the	year	ended December	31,	2009	and	$8	million	of	environmental	remediation	reserves	for	the	year	ended	December	31,	2009	related	to	the	shutdown	of	the Company's	Pardies,	France	facility.	The	Pardies,	France	facility	is	included	in	the	Acetyl	Intermediates	segment.

# 5.	 Marketable	Securities,	at	Fair	Value

The	Company's	captive	insurance	companies	and	pension-related	trusts	hold	available-for-sale	securities	for	capitalization	and	funding requirements,	respectively.	The	Company	recorded	realized	gains	(losses)	to	Other	income	(expense),	net	in	the	consolidated	statements	of operations	as	follows:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Realized\tgain\ton\tsale\tof\tsecurities | \t\t\t\t\t\t\t5 | \t\t\t\t\t\t10 | 1 |
| Realized\tloss\ton\tsale\tof\tsecurities | - | (10) | - |
| Net\trealized\tgain\t(loss)\ton\tsale\tof\tsecurities | 5 | - | \t\t\t\t\t\t\t\t\t1 |

The	amortized	cost,	gross	unrealized	gain,	gross	unrealized	loss	and	fair	values	for	available-for-sale	securities	by	major	security	type	were	as follows:

|  |  | Gross | Gross |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Amortized\nCost | Unrealized\nGain | Unrealized\nLoss | Fair\nValue |
|  |  | (In\t$\tmillions) |  |  |
| US\tgovernment\tdebt\tsecurities | \t\t\t\t\t\t\t26 | \t\t\t\t\t\t\t2 | \t\t\t\t\t\t\t- | \t\t\t\t\t\t\t28 |
| US\tcorporate\tdebt\tsecurities | 1 | - | - | 1 |
| Total\tdebt\tsecurities | 27 | 2 | - | 29 |
| Equity\tsecurities | 55 | - | (3) | 52 |
| Money\tmarket\tdeposits\tand\tother\tsecurities | 2 | - | - | 2 |
| As\tof\tDecember\t31,\t2009 | 84 | 2 | (3) | 83 |
| US\tgovernment\tdebt\tsecurities | 35 | 17 | - | 52 |
| US\tcorporate\tdebt\tsecurities | 3 | - | - | 3 |
| Total\tdebt\tsecurities | 38 | 17 | - | 55 |
| Equity\tsecurities | 55 | - | (13) | 42 |
| Money\tmarket\tdeposits\tand\tother\tsecurities | 3 | - | - | 3 |
| As\tof\tDecember\t31,\t2008 | 96 | 17 | (13) | 100 |

Fixed	maturities	as	of	December	31,	2009	by	contractual	maturity	are	shown	below.	Actual	maturities	could	differ	from	contractual	maturities because	borrowers	may	have	the	right	to	call	or	prepay	obligations,	with	or	without	call	or	prepayment	penalties.

| because	borrowers	may	have	the	right	to	call	or	prepay	obligations,	with	or	without	call	or	prepayment	penalties. |  |  |
| :--- | :--- | :--- |
|  | Amortized | Fair |
|  | Cost | Value |
|  | (In\t$\tmillions) |  |
| Within\tone\tyear | \t\t\t\t\t\t\t3 | \t\t\t\t\t\t\t3 |
| From\tone\tto\tfive\tyears | - | - |
| From\tsix\tto\tten\tyears | - | - |
| Greater\tthan\tten\tyears | 26 | 28 |
| Total | 29 | 31 |

Proceeds	received	from	fixed	maturities	that	mature	within	one	year	are	expected	to	be	reinvested	into	additional	securities	upon	such	maturity.

# 6.	 Receivables,	Net

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Trade\treceivables\t—\tthird\tparty\tand\taffiliates | \t\t\t\t\t739 | \t\t\t\t\t656 |
| Allowance\tfor\tdoubtful\taccounts\t—\tthird\tparty\tand\taffiliates | (18) | (25) |
| Trade\treceivables\t—\tthird\tparty\tand\taffiliates,\tnet | 721 | 631 |
| Non-trade\treceivables |  |  |
| Reinsurance\treceivables | 42 | 33 |
| Income\ttaxes\treceivable | 64 | 88 |
| Other | 149 | 154 |
| Allowance\tfor\tdoubtful\taccounts\t—\tother | - | (1) |
| Total | 255 | 274 |

As	of	December	31,	2009	and	2008,	the	Company	had	no	significant	concentrations	of	credit	risk	since	the	Company's	customer	base	is	dispersed across	many	different	industries	and	geographies.

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Finished\tgoods | \t\t\t\t\t367 | \t\t\t\t\t434 |
| Work-in-process | 28 | 24 |
| Raw\tmaterials\tand\tsupplies | 127 | 119 |
| Total | 522 | 577 |

The	Company	recorded	charges	of	$0	million	and	$14	million	to	reduce	its	inventories	to	the	lower-of-cost	or	market	for	the	years	ended December	31,	2009	and	2008,	respectively.

# Equity	Method

The	Company's	equity	investments	and	ownership	interests	are	as	follows:

|  |  | Ownership |  |  |  | Share	of	Earnings	(Loss) | Share	of	Earnings	(Loss) |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Percentage |  | Carrying\tValue |  |  | Year\tEnded |  |
|  |  | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, | December\t31, | December\t31, | December\t31, |
|  | Segment | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2007 |
|  |  | (In\tpercentages) |  |  |  | (In\t$\tmillions) |  |  |
| European\tOxo\tGmbH(1) | \t Acetyl\tIntermediates | - | - | - | - | - | - | 2 |
| Erfei,\tA.I.E.(3) | \t Acetyl\tIntermediates | - | 45 | - | 1 | - | - | (1) |
|  | Advanced\tEngineered |  |  |  |  |  |  |  |
| Fortron\tIndustries\tLLC | Materials | 50 | 50 | 74 | 77 | (3) | 4 | 16 |
|  | Advanced\tEngineered |  |  |  |  |  |  |  |
| Korea\tEngineering\tPlastics\tCo.,\tLtd. | Materials | 50 | 50 | 159 | 145 | 14 | 12 | 14 |
|  | Advanced\tEngineered |  |  |  |  |  |  |  |
| Polyplastics\tCo.,\tLtd. | Materials | 45 | 45 | 175 | 189 | 15 | 19 | 25 |
|  | Advanced\tEngineered |  |  |  |  |  |  |  |
| Una\tSA | Materials | 50 | 50 | 2 | 2 | - | 2 | - |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | \t Other\tActivities | 39 | 39 | 27 | 28 | 3 | 4 | 5 |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG | \t Other\tActivities | 32 | 31 | 142 | 137 | 15 | 10 | 18 |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | \t Other\tActivities | 27 | 27 | 24 | 22 | 5 | 4 | 4 |
| Sherbrooke\tCapital\tHealth\tand |  |  |  |  |  |  |  |  |
| Wellness,\tL.P.(2) | \t Consumer\tSpecialties | 10 | 10 | 4 | 4 | (1) | (1) | - |
| Total |  |  |  | 607 | 605 | 48 | 54 | 83 |

(1) The	Company	divested	this	investment	in	February	2007	(Note	4).	The	share	of	earnings	(loss)	for	this	investment	is	included	in	Earnings (loss)	from	operation	of	discontinued	operations	in	the	consolidated	statements	of	operations.

(2) The	Company	accounts	for	its	10%	ownership	interest	in	Sherbrooke	Capital	Health	and	Wellness,	L.P.	under	the	equity	method	of	accounting because	the	Company	is	able	to	exercise	significant	influence.

(3) The	Company	divested	this	investment	in	July	2009	as	part	of	the	sale	of	PVOH	(Note	4).

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Affiliate\tnet\tearnings | 121 | 121 | 204 |
| Company's\tshare: |  |  |  |
| Net\tearnings | 48 | 54 | 82\t(1) |
| Dividends\tand\tother\tdistributions | 37 | 64 | 57 |

(1) Amount	does	not	include	a	$1	million	liquidating	dividend	from	Clear	Lake	Methanol	Partners	for	the	year	ended	December	31,	2007.

# Cost	Method

The	Company's	investments	accounted	for	under	the	cost	method	of	accounting	are	as	follows:

|  |  | Percentage	as	of |  | Carrying	Value	as	of |  | Dividend	Income	for	the	years | Dividend	Income	for	the	years |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | December\t31, | December\t31, | December\t31, | December\t31, | ended\tDecember\t31, | ended\tDecember\t31, | ended\tDecember\t31, |
|  | Segment | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2007 |
|  |  | (In\tpercentages) |  |  |  | (In\t$\tmillions) |  |  |
| National\tMethanol\tCompany\t("Ibn\tSina") | Acetyl\tIntermediates | 25 | 25 | 54 | 54 | 41 | 119 | 78 |
| Kunming\tCellulose\tFibers\tCo.\tLtd. | Consumer\tSpecialties | 30 | 30 | 14 | 14 | 10 | 8 | 7 |
| Nantong\tCellulose\tFibers\tCo.\tLtd. | Consumer\tSpecialties | 31 | 31 | 77 | 77 | 38 | 32 | 24 |
| Zhuhai\tCellulose\tFibers\tCo.\tLtd. | Consumer\tSpecialties | 30 | 30 | 14 | 14 | 8 | 6 | 6 |
| InfraServ\tGmbH\t&amp;\tCo.\tWiesbaden\tKG | Other\tActivities | 8 | 8 | 6 | 6 | 1 | 2 | 1 |
| Other |  |  |  | 18 | 19 | - | - | - |
| Total |  |  |  | \t\t\t\t\t\t183 | 184 | 98 | 167 | 116 |

Certain	investments	where	the	Company	owns	greater	than	a	20%	ownership	interest	are	accounted	for	under	the	cost	method	of	accounting because	the	Company	cannot	exercise	significant	influence	over	these	entities.	The	Company	determined	that	it	cannot	exercise	significant influence	over	these	entities	due	to	local	government	investment	in	and	influence	over	these	entities,	limitations	on	the	Company's	involvement	in the	day-to-day	operations	and	the	present	inability	of	the	entities	to	provide	timely	financial	information	prepared	in	accordance	with	US	GAAP.

During	2007,	the	Company	wrote-off	its	remaining	€1	million	($1	million)	cost	investment	in	European	Pipeline	Development	Company	B.V. ("EPDC")	and	expensed	€7	million	($9	million),	included	in	Other	income	(expense),	net,	associated	with	contingent	liabilities	that	became payable	due	to	the	Company's	decision	to	exit	the	pipeline	development	project.	In	June	2008,	the	outstanding	contingent	liabilities	were	resolved and	the	Company	recognized	a	gain	of	€2	million	($2	million),	included	in	Other	income	(expense),	net,	in	the	consolidated	statements	of operations	to	remove	the	remaining	accrual.

During	2007,	the	Company	fully	impaired	its	$5	million	cost	investment	in	Elemica	Corporation	("Elemica").	Elemica	is	a	network	for	the	global chemical	industry	developed	by	22	of	the	leading	chemical	companies	in	the	world	for	the	benefit	of	the	entire	industry.	The	impairment	was included	in	Other	income	(expense),	net	in	the	consolidated	statements	of	operations.

| Land | 62 | 61 |
| :--- | :--- | :--- |
| Land\timprovements | 44 | 44 |
| Buildings\tand\tbuilding\timprovements | 360 | 358 |
| Machinery\tand\tequipment | 2,669 | 2,615 |
| Construction\tin\tprogress | 792 | 443 |
| Gross\tasset\tvalue | 3,927 | 3,521 |
| Less:\taccumulated\tdepreciation | (1,130) | (1,051) |
| Net\tbook\tvalue | 2,797 | 2,470 |

Assets	under	capital	leases	amounted	to	$272	million	and	$233	million,	less	accumulated	amortization	of	$55	million	and	$38	million,	as	of December	31,	2009	and	2008,	respectively.	Interest	costs	capitalized	were	$2	million,	$6	million	and	$9	million	during	the	years	ended December	31,	2009,	2008	and	2007,	respectively.	Depreciation	expense	was	$213	million,	$255	million	and	$209	million	during	the	years	ended December	31,	2009,	2008	and	2007,	respectively.

During	2008	and	2009,	certain	long-lived	assets	were	impaired	(Note	18).

|  | Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |
| As\tof\tDecember\t31,\t2007 |  |  |  |  |  |
| Goodwill | 277 | 264 | 53 | 278 | 872 |
| Accumulated\timpairment\tlosses | - | - | (6) | - | (6) |
|  | 277 | 264 | 47 | 278 | 866 |
| Adjustments\tto\tpreacquisition\ttax\tuncertainties | (9) | 2 | (12) | (30) | (49) |
| Exchange\trate\tchanges | (10) | (14) | (1) | (13) | (38) |
| As\tof\tDecember\t31,\t2008 |  |  |  |  |  |
| Goodwill | 258 | 252 | 40 | 235 | 785 |
| Accumulated\timpairment\tlosses | - | - | (6) | - | (6) |
|  | 258 | 252 | 34 | 235 | 779 |
| Sale\tof\tPVOH(1) | - | - | - | - | - |
| Exchange\trate\tchanges | 5 | 5 | 1 | 8 | 19 |
| As\tof\tDecember\t31,\t2009 |  |  |  |  |  |
| Goodwill | 263 | 257 | 35 | 243 | 798 |
| Accumulated\timpairment\tlosses | - | - | - | - | - |
| Total | 263 | 257 | 35 | 243 | 798 |

(1) Fully	impaired	goodwill	of	$6	million	was	written	off	related	to	the	sale	of	PVOH.

Recoverability	of	goodwill	is	measured	using	a	discounted	cash	flow	model	incorporating	discount	rates	commensurate	with	the	risks	involved	for each	reporting	unit	which	is	classified	as	a	Level	3	measurement	under	FASB	ASC	Topic	820.	The	key	assumptions	used	in	the	discounted	cash flow	valuation	model	include	discount	rates,	growth	rates,	cash	flow	projections	and	terminal	value	rates.	Discount	rates,	growth	rates	and	cash flow	projections	are	the	most	sensitive	and	susceptible	to	change	as	they	require	significant	management	judgment.	If	the	calculated	fair	value	is less	than	the	current	carrying	value,	impairment	of	the	reporting	unit	may	exist.	When	the	recoverability	test	indicates	potential	impairment,	the Company,	or	in	certain	circumstances,	a	third-party	valuation	consultant,	will	calculate	an	implied	fair	value	of	goodwill	for	the	reporting	unit.	The implied	fair	value	of	goodwill	is	determined	in	a	manner	similar	to	how	goodwill	is	calculated	in	a	business	combination.	If	the	implied	fair	value of	goodwill	exceeds	the	carrying	value	of	goodwill	assigned	to	the	reporting	unit,	there	is	no	impairment.	If	the	carrying	value	of	goodwill	assigned to	a	reporting	unit	exceeds	the	implied	fair	value	of	the	goodwill,	an	impairment	charge	is	recorded	to	write	down	the	carrying	value.	An impairment	loss	cannot	exceed	the	carrying	value	of	goodwill	assigned	to	a	reporting	unit	but	may	indicate	certain	long-lived	and	amortizable intangible	assets	associated	with	the	reporting	unit	may	require	additional	impairment	testing.

In	connection	with	the	Company's	annual	goodwill	impairment	test	performed	during	the	three	months	ended	September	30,	2009	using	June	30 balances,	the	Company	did	not	record	an	impairment	loss	related	to	goodwill	as	the	estimated	fair	value	for	each	of	the	Company's	reporting	units exceeded	the	carrying	value	of	the	underlying	assets	by	a	substantial	margin.	No	events	or	changes	in	circumstances	occurred	during	the	three months	ended	December	31,	2009	that	would	indicate	that	the	carrying	amount	of	the	assets	may	not	be	fully	recoverable,	as	such,	no	additional impairment	analysis	was	performed	during	that	period.

# 11. Intangible	Assets,	Net

|  |  |  | Customer- |  | Covenants |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Trademarks\nand\nTrade\tnames | Licenses | Related\nIntangible\nAssets | Developed\nTechnology | not\tto\nCompete\nand\tOther | Total |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Gross\tAsset\tValue |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2007 | 85 | - | 562 | 12 | 12 | 671 |
| Acquisitions | - | 28(1) | - | - | - | 28 |
| Exchange\trate\tchanges | (3) | 1 | (25) | - | - | (27) |
| As\tof\tDecember\t31,\t2008 | 82 | 29 | 537 | 12 | 12 | 672 |
| Acquisitions | - | - | - | 1 | - | 1 |
| Exchange\trate\tchanges | 1 | - | 15 | - | - | 16 |
| As\tof\tDecember\t31,\t2009 | 83 | 29 | 552 | 13 | 12 | 689 |
| Accumulated\tAmortization |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2007 | - | - | (228) | (9) | (9) | (246) |
| Amortization | - | (3) | (71) | (1) | (1) | (76) |
| Exchange\trate\tchanges | - | - | 14 | - | - | 14 |
| As\tof\tDecember\t31,\t2008 | - | (3) | (285) | (10) | (10) | (308) |
| Amortization | (5) | (3) | (67) | (1) | (1) | (77) |
| Exchange\trate\tchanges | - | - | (10) | - | - | (10) |
| As\tof\tDecember\t31,\t2009 | (5) | (6) | (362) | (11) | (11) | (395) |
| Net\tbook\tvalue | 78 | 23 | 190 | 2 | 1 | 294 |

(1) Acquisition	of	a	sole	and	exclusive	license	to	patents	and	patent	applications	related	to	acetic	acid.	The	license	is	being	amortized	over 10	years.

Aggregate	amortization	expense	for	intangible	assets	with	finite	lives	during	the	years	ended	December	31,	2009,	2008	and	2007	was	$72	million, $76	million,	and	$72	million,	respectively.	In	addition,	during	the	year	ended	December	31,	2009	the	Company	recorded	accelerated	amortization expense	of	$5	million	related	to	the	AT	Plastics	trade	name	which	was	discontinued	August	1,	2009.	The	trade	name	is	now	fully	amortized.

Estimated	amortization	expense	for	the	succeeding	five	fiscal	years	is	approximately	$62	million	in	2010,	$57	million	in	2011,	$43	million	in 2012,	$26	million	in	2013,	and	$15	million	in	2014.	The	Company's	trademarks	and	trade	names	have	an	indefinite	life.	Accordingly,	no amortization	is	recorded	on	these	intangible	assets.

Management	tests	indefinite-lived	intangible	assets	utilizing	the	relief	from	royalty	method	to	determine	the	estimated	fair	value	for	each indefinite-lived	intangible	asset	which	is	classified	as	a	Level	3	measurement	under	FASB	ASC	Topic	820.	The	relief	from	royalty	method estimates	the	Company's	theoretical	royalty	savings	from	ownership	of	the	intangible	asset.	Key	assumptions	used	in	this	model	include	discount rates,	royalty	rates,	growth	rates,	sales	projections	and	terminal	value	rates.	Discount	rates,	royalty	rates,	growth	rates	and	sales	projections	are	the assumptions	most	sensitive	and	susceptible	to	change	as	they	require	significant	management	judgment.	Discount	rates	used	are	similar	to	the	rates estimated	by	the	weighted-average	cost	of	capital	("WACC")	considering	any	differences	in	Company-specific	risk	factors.	Royalty	rates	are established	by	management	and	are	periodically	substantiated	by	third-party	valuation	consultants.	Operational	management,	considering	industry and	Company-specific	historical	and	projected	data,	develops	growth	rates	and	sales	projections	associated	with	each	indefinite-lived	intangible asset.	Terminal	value	rate	determination	follows	common	methodology	of	capturing	the	present	value	of	perpetual	sales	estimates	beyond	the	last projected	period	assuming	a	constant	WACC	and	low	long-term	growth	rates.

In	connection	with	the	Company's	annual	indefinite-lived	intangible	assets	impairment	test	performed	during	the	three	months	ended September	30,	2009	using	June	30	balances,	the	Company	recorded	an	impairment	loss	of	less

than	$1	million	to	certain	indefinite-lived	intangible	assets.	The	fair	value	of	such	indefinite-lived	intangible	assets	is	$2	million	as	of December	31,	2009.	No	events	or	changes	in	circumstances	occurred	during	the	three	months	ended	December	31,	2009	that	would	indicate	that the	carrying	amount	of	the	assets	may	not	be	fully	recoverable,	as	such,	no	additional	impairment	analysis	was	performed	during	that	period.

For	the	year	ended	December	31,	2009,	the	Company	did	not	renew	or	extend	any	intangible	assets.

# 12.	 Current	Other	Liabilities

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Salaries\tand\tbenefits | 100 | 107 |
| Environmental\t(Note\t16) | 13 | 19 |
| Restructuring\t(Note\t18) | 99 | 32 |
| Insurance | 37 | 34 |
| Asset\tretirement\tobligations | 22 | 9 |
| Derivatives | 75 | 67 |
| Current\tportion\tof\tbenefit\tobligations\t(Note\t15) | 49 | 57 |
| Sales\tand\tuse\ttax/foreign\twithholding\ttax\tpayable | 15 | 16 |
| Interest | 20 | 54 |
| Uncertain\ttax\tpositions\t(Note\t19) | 5 | - |
| Other | 176 | 179 |
| Total | 611 | 574 |

# 13.	 Noncurrent	Other	Liabilities

| Environmental	(Note	16) | 93 | 79 |
| :--- | :--- | :--- |
| Insurance | 85 | 85 |
| Deferred\trevenue | 49 | 55 |
| Deferred\tproceeds\t(Note\t4,\tNote\t29) | 846 | 371 |
| Asset\tretirement\tobligations | 45 | 40 |
| Derivatives | 44 | 76 |
| Income\ttaxes\tpayable | 61 | - |
| Other | 83 | 100 |
| Total | 1,306 | 806 |

Changes	in	asset	retirement	obligations	are	as	follows:

| Balance	at	beginning	of	year | 49 | 47 | 59 |
| :--- | :--- | :--- | :--- |
| Additions | 14\t(1) | 6\t(2) | - |
| Accretion | 2 | 3 | 5 |
| Payments | (14) | (6) | (6) |
| Divestitures | - | - | (16)\t(3) |
| Purchase\taccounting\tadjustments | - | - | 3 |
| Revisions\tto\tcash\tflow\testimates | 15\t(4) | 1 | (2) |
| Exchange\trate\tchanges | 1 | (2) | 4 |
| Balance\tat\tend\tof\tyear | 67 | 49 | 47 |

(1) Relates	to	a	site	for	which	management	no	longer	considers	to	have	an	indeterminate	life.

(2) Relates	to	long-lived	assets	impaired	(Note	18)	for	which	management	no	longer	considers	to	have	an	indeterminate	life.

(3) Relates	to	the	sale	of	the	Edmonton,	Alberta,	Canada	plant	(Note	4).

(4) Primarily	relates	to	long-lived	assets	impaired	(Note	18)	based	on	triggering	events	assessed	by	the	Company	in	2008	and	decisions	made	by the	Company	in	2009.

Included	in	the	asset	retirement	obligations	for	each	of	the	years	ended	December	31,	2009	and	2008	is	$10	million	related	to	a	business	acquired	in 2005.	The	Company	has	a	corresponding	receivable	of	$3	million	and	$7	million	included	in	current	Other	assets	and	noncurrent	Other	assets	in the	consolidated	balance	sheets,	respectively,	as	of	December	31,	2009.

Based	on	long-lived	asset	impairment	triggering	events	assessed	by	the	Company	in	December	2008	and	decisions	made	by	the	Company	in	2009, the	Company	concluded	several	sites	no	longer	have	an	indeterminate	life.	Accordingly,	the	Company	recorded	asset	retirement	obligations associated	with	these	sites.	The	Company	uses	the	expected	present	value	technique	to	measure	the	fair	value	of	the	asset	retirement	obligations which	is	classified	as	a	Level	3	measurement	under	FASB	ASC	Topic	820.	The	expected	present	value	technique	uses	a	set	of	cash	flows	that represent	the	probability-weighted	average	of	all	possible	cash	flows	based	on	the	Company's	judgment.	The	Company	uses	the	following	inputs to	determine	the	fair	value	of	the	asset	retirement	obligations	based	on	the	Company's	experience	with	fulfilling	obligations	of	this	type	and	the Company's	knowledge	of	market	conditions:	a)	labor	costs;	b)	allocation	of	overhead	costs;	c)	profit	on	labor	and	overhead	costs;	d)	effect	of inflation	on	estimated	costs	and	profits;	e)	risk	premium	for	bearing	the	uncertainty	inherent	in	cash	flows,	other	than	inflation;	f)	time	value	of money	represented	by	the	risk-free	interest	rate	commensurate	with	the	timing	of	the	associated	cash	flows;	and	g)	nonperformance	risk	relating	to the	liability	which	includes	the	Company's	own	credit	risk.

The	Company	has	identified	but	not	recognized	asset	retirement	obligations	related	to	certain	of	its	existing	operating	facilities.	Examples	of	these types	of	obligations	include	demolition,	decommissioning,	disposal	and	restoration	activities.	Legal	obligations	exist	in	connection	with	the retirement	of	these	assets	upon	closure	of	the	facilities	or	abandonment	of	the	existing	operations.	However,	the	Company	currently	plans	on continuing	operations	at	these	facilities	indefinitely	and	therefore	a	reasonable	estimate	of	fair	value	cannot	be	determined	at	this	time.	In	the	event the	Company	considers	plans	to	abandon	or	cease	operations	at	these	sites,	an	asset	retirement	obligation	will	be	reassessed	at	that	time.	If	certain operating	facilities	were	to	close,	the	related	asset	retirement	obligations	could	significantly	affect	the	Company's	results	of	operations	and	cash flows.

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\tlong-term\tdebt\t—\tthird\tparty\tand\taffiliates |  |  |
| Current\tinstallments\tof\tlong-term\tdebt | 102 | 81 |
| Short-term\tborrowings,\tprincipally\tcomprised\tof\tamounts\tdue\tto\taffiliates | 140 | 152 |
| Total | 242 | 233 |
| Long-term\tdebt |  |  |
| Senior\tcredit\tfacilities:\tTerm\tloan\tfacility\tdue\t2014 | 2,785 | 2,794 |
| Term\tnotes\t7.125%,\tdue\t2009 | - | 14 |
| through\t2030 | 181 | 181 |
| Obligations\tunder\tcapital\tleases\tand\tother\tsecured\tborrowings\tdue\tat\tvarious\tdates\tthrough\t2054 | 242 | 211 |
|  | 153 | 181 |
| Subtotal | 3,361 | 3,381 |
| Less:\tCurrent\tinstallments\tof\tlong-term\tdebt | 102 | 81 |
| Total | 3,259 | 3,300 |

The	Company's	senior	credit	agreement	consists	of	$2,280	million	of	US	dollar-denominated	and	€400	million	of	Euro-denominated	term	loans due	2014,	a	$600	million	revolving	credit	facility	terminating	in	2013	and	a	$228	million	credit-linked	revolving	facility	terminating	in	2014. Borrowings	under	the	senior	credit	agreement	bear	interest	at	a	variable	interest	rate	based	on	LIBOR	(for	US	dollars)	or	EURIBOR	(for	Euros),	as applicable,	or,	for	US	dollar-denominated	loans	under	certain	circumstances,	a	base	rate,	in	each	case	plus	an	applicable	margin.	The	applicable margin	for	the	term	loans	and	any	loans	under	the	credit-linked	revolving	facility	is	1.75%,	subject	to	potential	reductions	as	defined	in	the	senior credit	agreement.	As	of	December	31,	2009,	the	applicable	margin	was	1.75%.	The	term	loans	under	the	senior	credit	agreement	are	subject	to amortization	at	1%	of	the	initial	principal	amount	per	annum,	payable	quarterly.	The	remaining	principal	amount	of	the	term	loans	is	due	on April	2,	2014.

As	of	December	31,	2009,	there	were	no	outstanding	borrowings	or	letters	of	credit	issued	under	the	revolving	credit	facility.	As	of	December	31, 2009,	there	were	$88	million	of	letters	of	credit	issued	under	the	credit-linked	revolving	facility	and	$140	million	remained	available	for borrowing.

On	June	30,	2009,	the	Company	entered	into	an	amendment	to	the	senior	credit	agreement.	The	amendment	reduced	the	amount	available	under the	revolving	credit	facility	from	$650	million	to	$600	million	and	increased	the	first	lien	senior	secured	leverage	ratio	covenant	that	is	applicable when	any	amount	is	outstanding	under	the	revolving	credit	portion	of	the	senior	credit	agreement	at	set	forth	below.	Prior	to	giving	effect	to	the amendment,	the	maximum	first	lien	senior	secured	leverage	ratio	was	3.90	to	1.00.	As	amended,	the	maximum	senior	secured	leverage	ratio	for	the following	trailing	four-quarter	periods	is	as	follows:

As	a	condition	to	borrowing	funds	or	requesting	that	letters	of	credit	be	issued	under	that	facility,	the	Company's	first	lien	senior	secured	leverage ratio	(as	calculated	as	of	the	last	day	of	the	most	recent	fiscal	quarter	for	which	financial	statements	have	been	delivered	under	the	revolving facility)	cannot	exceed	a	certain	threshold	as	specified	above.	Further,	the	Company's	first	lien	senior	secured	leverage	ratio	must	be	maintained	at or	below	that	threshold	while	any	amounts	are	outstanding	under	the	revolving	credit	facility.	The	first	lien	senior	secured	leverage	ratio	is calculated	as	the	ratio	of	consolidated	first	lien	senior	secured	debt	to	earnings	before	interest,	taxes,	depreciation	and	amortization,	subject	to adjustment	identified	in	the	credit	agreement.

Based	on	the	estimated	first	lien	senior	secured	leverage	ratio	for	the	trailing	four	quarters	at	December	31,	2009,	the	Company's	borrowing capacity	under	the	revolving	credit	facility	is	currently	$600	million.	As	of	December	31,	2009,	the	Company	estimates	its	first	lien	senior	secured leverage	ratio	to	be	3.39	to	1.00	(which	would	be	4.11	to	1.00	were	the	revolving	credit	facility	fully	drawn).	The	maximum	first	lien	senior secured	leverage	ratio	under	the	revolving	credit	facility	for	such	period	is	5.25	to	1.00.

The	Company's	senior	credit	agreement	also	contains	a	number	of	restrictions	on	certain	of	its	subsidiaries,	including,	but	not	limited	to, restrictions	on	their	ability	to	incur	indebtedness;	grant	liens	on	assets;	merge,	consolidate,	or	sell	assets;	pay	dividends	or	make	other	restricted payments;	make	investments;	prepay	or	modify	certain	indebtedness;	engage	in	transactions	with	affiliates;	enter	into	sale-leaseback	transactions	or certain	hedge	transactions;	or	engage	in	other	businesses.	The	senior	credit	agreement	also	contains	a	number	of	affirmative	covenants	and	events of	default,	including	a	cross	default	to	other	debt	of	certain	of	the	Company's	subsidiaries	in	an	aggregate	amount	equal	to	more	than	$40	million and	the	occurrence	of	a	change	of	control.	Failure	to	comply	with	these	covenants,	or	the	occurrence	of	any	other	event	of	default,	could	result	in acceleration	of	the	loans	and	other	financial	obligations	under	the	Company's	senior	credit	agreement.

The	senior	credit	agreement	is	guaranteed	by	Celanese	Holdings	LLC,	a	subsidiary	of	Celanese	Corporation,	and	certain	domestic	subsidiaries	of the	Company's	subsidiary,	Celanese	US	Holdings	LLC	("Celanese	US"),	a	Delaware	limited	liability	company,	and	is	secured	by	a	lien	on substantially	all	assets	of	Celanese	US	and	such	guarantors,	subject	to	certain	agreed	exceptions,	pursuant	to	the	Guarantee	and	Collateral Agreement,	dated	as	of	April	2,	2007,	by	and	among	Celanese	Holdings	LLC,	Celanese	US,	certain	subsidiaries	of	Celanese	US	and	Deutsche Bank	AG,	New	York	Branch,	as	Administrative	Agent	and	as	Collateral	Agent.

The	Company	is	in	compliance	with	all	of	the	covenants	related	to	its	debt	agreements	as	of	December	31,	2009.

# Debt	Refinancing

In	April	2007,	the	Company,	through	certain	of	its	subsidiaries,	entered	into	a	new	senior	credit	agreement.	Proceeds	from	the	new	senior	credit agreement,	together	with	available	cash,	were	used	to	retire	the	Company's	$2,454	million	amended	and	restated	(January	2005)	senior	credit facilities,	which	consisted	of	$1,626	million	in	term	loans	due	2011,	a	$600	million	revolving	credit	facility	terminating	in	2009	and	a	$228	million credit-linked	revolving	facility	terminating	in	2009,	and	to	retire	all	of	the	Company's	9.625%	senior	subordinated	notes	due	2014	and 10.375%	senior	subordinated	notes	due	2014	(the	"Senior	Subordinated	Notes")	and	10%	senior	discount	notes	due	2014	and	10.5%	senior discount	notes	due	2014	(the	"Senior	Discount	Notes")	as	discussed	below.

Substantially	all	of	the	Senior	Discount	Notes	and	Senior	Subordinated	Notes	were	tendered	in	the	first	quarter	of	2007.	The	remaining	outstanding Senior	Discount	Notes	and	Senior	Subordinated	Notes	not	tendered	in	conjunction	with	the	Tender	Offers	were	redeemed	by	the	Company	in	May 2007	through	optional	redemption	allowed	in	the	indentures.

As	a	result	of	the	refinancing,	the	Company	incurred	premiums	paid	on	early	redemption	of	debt	of	$207	million,	accelerated	amortization	of premiums	and	deferred	financing	costs	of	$33	million	and	other	refinancing	expenses	of	$16	million.

In	connection	with	the	refinancing,	the	Company	recorded	deferred	financing	costs	of	$39	million	related	to	the	senior	credit	agreement,	which	are included	in	noncurrent	Other	assets	on	the	consolidated	balance	sheets	and	are	being	amortized	over	the	term	of	the	new	senior	credit	agreement. The	deferred	financing	costs	consist	of	$23	million	of	costs	incurred	to	acquire	the	new	senior	credit	agreement	and	$16	million	of	debt	issue	costs existing	prior	to	the	refinancing.

For	the	years	ended	December	31,	2009,	2008	and	2007,	the	Company	recorded	amortization	of	deferred	financing	costs,	which	is	classified	in Interest	expense,	of	$7	million,	$7	million,	and	$8	million,	respectively.	As	of	December	31,	2009	and	2008,	respectively,	the	Company	had $27	million	and	$32	million	of	net	deferred	financing	costs.

Principal	payments	scheduled	to	be	made	on	the	Company's	debt,	including	short-term	borrowings,	are	as	follows:

Pension	obligations.	Pension	obligations	are	established	for	benefits	payable	in	the	form	of	retirement,	disability	and	surviving	dependent pensions.	The	commitments	result	from	participation	in	defined	contribution	and	defined	benefit	plans,	primarily	in	the	US.	Benefits	are	dependent on	years	of	service	and	the	employee's	compensation.	Supplemental	retirement	benefits	provided	to	certain	employees	are	nonqualified	for	US	tax purposes.	Separate	trusts	have	been	established	for	some	nonqualified	plans.	Pension	costs	under	the	Company's	retirement	plans	are	actuarially determined.

The	Company	sponsors	defined	benefit	pension	plans	in	North	America,	Europe	and	Asia.	Independent	trusts	or	insurance	companies	administer the	majority	of	these	plans.

The	Company	sponsors	various	defined	contribution	plans	in	North	America,	Europe	and	Asia	covering	certain	employees.	Employees	may contribute	to	these	plans	and	the	Company	will	match	these	contributions	in	varying	amounts.	The	Company's	matching	contribution	to	the defined	contribution	plans	are	based	on	specified	percentages	of	employee	contributions	and	aggregated	$11	million,	$13	million	and	$12	million for	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.

The	Company	participates	in	multiemployer	defined	benefit	pension	plans	in	Europe	covering	certain	employees.	The	Company's	contributions	to the	multiemployer	defined	benefit	pension	plans	are	based	on	specified	percentages	of	employee	contributions	and	aggregated	$6	million, $7	million	and	$7	million,	for	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.

Other	postretirement	obligations.	Certain	retired	employees	receive	postretirement	healthcare	and	life	insurance	benefits	under	plans	sponsored	by the	Company,	which	has	the	right	to	modify	or	terminate	these	plans	at	any	time.	The	cost	for	coverage	is	shared	between	the	Company	and	the retiree.	The	cost	of	providing	retiree	health	care	and	life	insurance	benefits	is	actuarially	determined	and	accrued	over	the	service	period	of	the active	employee	group.	The	Company's	policy	is	to	fund	benefits	as	claims	and	premiums	are	paid.	The	US	plan	was	closed	to	new	participants effective	January	1,	2006.

The	following	tables	set	forth	the	benefit	obligations,	the	fair	value	of	the	plan	assets	and	the	funded	status	of	the	Company's	pension	and postretirement	benefit	plans;	and	the	amounts	recognized	in	the	Company's	consolidated	financial	statements:

| Projected	benefit	obligation	at	beginning	of	period | 3,073 | 3,264 | 275 | 306 |
| :--- | :--- | :--- | :--- | :--- |
| Service\tcost | 29 | 31 | 1 | 2 |
| Interest\tcost | 193 | 195 | 17 | 17 |
| Participant\tcontributions | - | - | 25 | 22 |
| Plan\tamendments | 5 | - | - | 2 |
| Actuarial\t(gain)\tloss(1) | 230 | (107) | 12 | (14) |
| Special\ttermination\tbenefits | - | - | - | - |
| Divestitures | (3) | - | - | - |
| Settlements | (1) | (19) | - | - |
| Benefits\tpaid | (222) | (222) | (59) | (58) |
| Federal\tsubsidy\ton\tMedicare\tPart\tD | - | - | 6 | 6 |
| Curtailments | (2) | (1) | - | (2) |
| Foreign\tcurrency\texchange\trate\tchanges | 40 | (68) | 4 | (6) |
| Other | - | - | - | - |
| Projected\tbenefit\tobligation\tat\tend\tof\tperiod | 3,342 | 3,073 | 281 | 275 |
| Change\tin\tplan\tassets |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets\tat\tbeginning\tof\tperiod | 2,170 | 2,875 | - | - |
| Actual\treturn\ton\tplan\tassets | 306 | (448) | - | - |
| Employer\tcontributions | 44 | 48 | 34 | 35 |
| Participant\tcontributions | - | - | 25 | 23 |
| Divestitures | (2) | - | - | - |
| Settlements | (3) | (22) | - | - |
| Benefits\tpaid | (222) | (222) | (59) | (58) |
| Foreign\tcurrency\texchange\trate\tchanges | 36 | (61) | - | - |
| Other | - | - | - | - |
| Fair\tvalue\tof\tplan\tassets\tat\tend\tof\tperiod | 2,329 | 2,170 | - | - |
| Funded\tstatus\tand\tnet\tamounts\trecognized |  |  |  |  |
| Plan\tassets\tless\tthan\tbenefit\tobligation | (1,013) | (903) | (281) | (275) |
| Unrecognized\tprior\tservice\tcost | 6 | 1 | 1 | 1 |
| Unrecognized\tactuarial\t(gain)\tloss | 630 | 502 | (63) | (80) |
| Net\tamount\trecognized\tin\tthe\tconsolidated\tbalance\tsheets | (377) | (400) | (343) | (354) |
| Amounts\trecognized\tin\tthe\tconsolidated\tbalance\tsheets\tconsist\tof: |  |  |  |  |
| Noncurrent\tOther\tassets | 5 | 8 | - | - |
| Current\tOther\tliabilities | (22) | (22) | (27) | (35) |
| Pension\tobligations | (996) | (889) | (254) | (240) |
| Accrued\tbenefit\tliability | (1,013) | (903) | (281) | (275) |
| Net\tactuarial\t(gain)\tloss | 630 | 502 | (63) | (80) |
| Prior\tservice\t(benefit)\tcost | 6 | 1 | 1 | 1 |
| Other\tcomprehensive\t(income)\tloss(2) | 636 | 503 | (62) | (79) |
| Net\tamount\trecognized\tin\tthe\tconsolidated\tbalance\tsheets | \t\t\t\t\t(377) | \t\t\t\t\t(400) | \t\t\t\t\t(343) | \t\t\t\t\t(354) |

(2) Amount	shown	net	of	tax	of	$54	million	and	$1	million	as	of	December	31,	2009	and	2008,	respectively,	in	the	consolidated	statements	of shareholders'	equity	and	comprehensive	income	(loss).	See	Note	17	for	the	related	tax	associated	with	the	pension	and	postretirement	benefit obligations.

The	percentage	of	US	and	international	projected	benefit	obligation	at	the	end	of	the	period	is	as	follows:

|  | Pension	Benefits |  | Postretirement	Benefits |  |
| :--- | :--- | :--- | :--- | :--- |
|  | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, |
|  | 2009 | 2008 | 2009 | 2008 |
|  |  | (In\tpercentages) |  |  |
| US\tplans | 85% | 86% | 90% | 91% |
| International\tplans | 15% | 14% | 10% | 9% |
| Total | \t\t\t\t100% | \t\t\t\t100% | \t\t\t\t100% | \t\t\t\t100% |

The	percentage	of	US	and	international	fair	value	of	plan	assets	at	the	end	of	the	period	is	as	follows:

| US	plans | 83% | 84% |
| :--- | :--- | :--- |
| International\tplans | 17% | 16% |
| Total | \t\t\t\t100% | \t\t\t\t100% |

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Projected\tbenefit\tobligation | \t3,280 | \t2,924 |
| Fair\tvalue\tof\tplan\tassets | \t2,262 | \t2,014 |

Included	in	the	above	table	are	pension	plans	with	accumulated	benefit	obligations	in	excess	of	plan	assets	as	detailed	below:

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Accumulated\tbenefit\tobligation | \t3,169 | \t2,797 |
| Fair\tvalue\tof\tplan\tassets | \t2,249 | \t1,985 |

The	accumulated	benefit	obligation	for	all	defined	benefit	pension	plans	was	$3,218	million	and	$2,967	million	as	of	December	31,	2009	and 2008,	respectively.

The	following	table	sets	forth	the	Company's	net	periodic	pension	cost:

|  |  | Pension	Benefits |  |  | Postretirement	Benefits |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | December\t31, | Year\tEnded |  | December\t31, | Year\tEnded |  |
|  | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Service\tcost | 29 | 31 | 38 | 1 | 1 | 2 |
| Interest\tcost | 193 | 195 | 187 | 17 | 17 | 19 |
| Expected\treturn\ton\tplan\tassets | (207) | (218) | (216) | - | - | - |
| Amortization\tof\tprior\tservice\tcost | - | - | - | - | - | - |
| Recognized\tactuarial\t(gain)\tloss | 1 | 1 | 1 | (5) | (4) | (2) |
| Curtailment\t(gain)\tloss | (1) | (2) | (1) | - | - | (1) |
| Settlement\t(gain)\tloss | - | 3 | (12) | - | - | - |
| Special\ttermination\tbenefits | 2 | - | - | - | - | - |
| Net\tperiodic\tbenefit\tcost | \t\t\t\t\t\t17 | \t\t\t\t\t\t10 | \t\t\t\t\t\t(3) | \t\t\t\t\t\t13 | \t\t\t\t\t\t14 | \t\t\t\t\t\t18 |

Amortization	of	the	actuarial	(gain)	loss	into	net	periodic	cost	in	2010	is	expected	to	be	$8	million	and	$(4)	million	for	pension	benefits	and postretirement	benefits,	respectively.

Included	in	the	pension	obligations	above	are	accrued	liabilities	relating	to	supplemental	retirement	plans	for	certain	US	employees	amounting	to $235	million	and	$224	million	as	of	December	31,	2009	and	2008,	respectively.	Pension	expense	relating	to	these	plans	included	in	net	periodic benefit	cost	totaled	$15	million,	$15	million	and	$14	million	for	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.	To	fund	these obligations,	nonqualified	trusts	were	established	which	hold	marketable	securities	valued	at	$82	million	and	$97	million	as	of	December	31,	2009 and	2008,	respectively.	In	addition	to	holding	marketable	securities,	the	nonqualified	trusts	hold	investments	in	insurance	contracts	of	$66	million and	$67	million	as	of	December	31,	2009	and	2008,	respectively,	which	are	included	in	noncurrent	Other	assets	in	the	consolidated	balance	sheets.

# Valuation

The	Company	uses	the	corridor	approach	in	the	valuation	of	its	defined	benefit	plans	and	other	postretirement	benefits.	The	corridor	approach defers	all	actuarial	gains	and	losses	resulting	from	variances	between	actual	results	and	economic	estimates	or	actuarial	assumptions.	For	defined benefit	pension	plans,	these	unrecognized	gains	and	losses	are	amortized	when	the	net	gains	and	losses	exceed	10%	of	the	greater	of	the	market- related	value	of	plan	assets	or	the	projected	benefit	obligation	at	the	beginning	of	the	year.	For	other	postretirement	benefits,	amortization	occurs when	the	net	gains	and	losses	exceed	10%	of	the	accumulated	postretirement	benefit	obligation	at	the	beginning	of	the	year.	The	amount	in	excess of	the	corridor	is	amortized	over	the	average	remaining	service	period	to	retirement	date	for	active	plan	participants	or,	for	retired	participants,	the average	remaining	life	expectancy.

The	following	table	set	forth	the	principal	weighted-average	assumptions	used	to	determine	benefit	obligation:

|  | Pension	Benefits |  | Postretirement	Benefits | Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, | as\tof\tDecember\t31, |
|  | 2009 | 2008 | 2009 | 2008 |
|  |  | (In\tpercentages) |  |  |
| Discount\trate\tobligations: |  |  |  |  |
| US\tplans | 5.90 | 6.50 | 5.50 | 6.40 |
| International\tplans | 5.41 | 5.84 | 5.49 | 6.11 |
| Combined | 5.83 | 6.41 | 5.50 | 6.37 |
| Rate\tof\tcompensation\tincrease: |  |  |  |  |
| US\tplans | 4.00 | 4.00 | N/A | N/A |
| International\tplans | 2.94 | 3.24 | N/A | N/A |
| Combined | 3.84 | 3.90 | N/A | N/A |

The	following	table	set	forth	the	principal	weighted-average	assumptions	used	to	determine	benefit	cost:

|  |  | Pension	Benefits |  |  | Postretirement	Benefits |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, |
|  | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 |
|  |  |  | (In\tpercentages) | (In\tpercentages) |  |  |
| Discount\trate\tobligations: |  |  |  |  |  |  |
| US\tplans | 6.50 | 6.30 | 5.88 | 6.40 | 6.00 | 5.88 |
| International\tplans | 5.84 | 5.42 | 4.70 | 6.11 | 5.31 | 4.80 |
| Combined | 6.41 | 6.16 | 5.86 | 6.37 | 5.93 | 5.79 |
| Expected\treturn\ton\tplan\tassets: |  |  |  |  |  |  |
| US\tplans | 8.50 | 8.50 | 8.50 | N/A | N/A | N/A |
| International\tplans | 5.29 | 5.68 | 6.59 | N/A | N/A | N/A |
| Combined | 7.94 | 8.05 | 8.20 | N/A | N/A | N/A |
| Rate\tof\tcompensation\tincrease: |  |  |  |  |  |  |
| US\tplans | 4.00 | 4.00 | 4.00 | N/A | N/A | N/A |
| International\tplans | 3.24 | 3.15 | 3.18 | N/A | N/A | N/A |
| Combined | 3.90 | 3.66 | 3.73 | N/A | N/A | N/A |

The	expected	rate	of	return	is	assessed	annually	and	is	based	on	long-term	relationships	among	major	asset	classes	and	the	level	of	incremental returns	that	can	be	earned	by	the	successful	implementation	of	different	active	investment	management	strategies.	Equity	returns	are	based	on estimates	of	long-term	inflation	rate,	real	rate	of	return,	10-year	Treasury	bond	premium	over	cash	and	equity	risk	premium.	Fixed	income	returns are	based	on	maturity,	long-term	inflation,	real	rate	of	return	and	credit	spreads.	The	US	qualified	defined	benefit	plans'	actual	return	on	assets	for the	year	ended	December	31,	2009	was	18%	versus	an	expected	long-term	rate	of	asset	return	assumption	of	8.5%.

In	the	US,	the	rate	used	to	discount	pension	and	other	postretirement	benefit	plan	liabilities	was	based	on	a	yield	curve	developed	from	market	data of	over	300	Aa-grade	non-callable	bonds	at	December	31,	2009.	This	yield	curve	has	discount	rates	that	vary	based	on	the	duration	of	the obligations.	The	estimated	future	cash	flows	for	the	pension	and	other	benefit	obligations	were	matched	to	the	corresponding	rates	on	the	yield curve	to	derive	a	weighted	average	discount	rate.

The	Company	determines	its	discount	rates	in	the	Euro	zone	using	the	iBoxx	Euro	Corporate	AA	Bond	indices	with	appropriate	adjustments	for the	duration	of	the	plan	obligations.	In	other	international	locations,	the	Company	determines	its	discount	rates	based	on	the	yields	of	high	quality government	bonds	with	a	duration	appropriate	to	the	duration	of	the	plan	obligations.

On	January	1,	2009,	the	Company's	health	care	cost	trend	assumption	for	US	postretirement	medical	plan's	net	periodic	benefit	cost	was	9%	for the	first	year	declining	0.5%	per	year	to	an	ultimate	rate	of	5%.	On	January	1,	2008,	the	Company's	health	care	cost	trend	assumption	for	US postretirement	medical	plan's	net	periodic	benefit	cost	was	9%	for	the	first	two	years	declining	0.5%	per	year	to	an	ultimate	rate	of	5%.	On January	1,	2007,	the	health	care	cost	trend	rate	was	8.5%	per	year	declining	1%	per	year	to	an	ultimate	rate	of	5%.

Assumed	health	care	cost	trend	rates	have	a	significant	effect	on	the	amounts	reported	for	the	health	care	plans.	A	one-percentage-point	increase	or decrease	in	the	assumed	health	care	cost	trend	rate	would	impact	postretirement	obligations	by	$4	million	and	$(3)	million,	respectively.	The	effect of	a	one	percent	increase	or	decrease	in	the	assumed	health	care	cost	trend	rate	would	have	a	less	than	$1	million	impact	on	service	and	interest cost.

# Plan	Assets

The	investment	objective	for	the	plans	are	to	earn,	over	moving	twenty-year	periods,	the	long-term	expected	rate	of	return,	net	of	investment	fees and	transaction	costs,	to	satisfy	the	benefit	obligations	of	the	plan,	while	at	the	same	time	maintaining	sufficient	liquidity	to	pay	benefit	obligations and	proper	expenses,	and	meet	any	other	cash	needs,	in	the	short-	to	medium-term.

The	following	tables	set	forth	the	weighted	average	target	asset	allocations	for	the	Company's	pension	plans:

The	equity	and	debt	securities	objectives	are	to	provide	diversified	exposure	across	the	US	and	Global	equity	markets	and	to	manage	the	plan's risks	and	returns	through	the	use	of	multiple	managers	and	strategies.	The	fixed	income	portfolio	objectives	are	to	hedge	a	portion	of	the	interest rate	risks	associated	with	the	plan's	funding	target	liabilities.	The	goal	of	the	liability	hedging	bond	is	to	reduce	surplus	volatility	and	provide	a liquidity	reserve	for	paying	off	benefits.	The	strategy	is	designed	to	reduce	liability-related	interest	rate	risk	by	investing	in	bonds	that	match	the duration	and	credit	quality	of	the	projected	plan	liabilities.	Derivatives	based	strategies	may	be	used	to	improve	the	effectiveness	of	the	hedges. Other	types	of	investments	include	investments	in	real	estate	and	insurance	contracts	that	follow	several	different	strategies.

As	discussed	in	Note	3,	the	Company	adopted	certain	provisions	of	FASB	ASC	Topic	715-20-50	on	January	1,	2009.	FASB	ASC	Topic 715-20-50	requires	enhanced	disclosures	about	the	plan	assets	of	a	company's	defined	benefit	pension	and	other	postretirement	plans	intended	to provide	financial	statement	users	with	a	greater	understanding	of	the	inputs	and	valuation	techniques	used	to	measure	the	fair	value	of	plan	assets and	the	effect	of	fair	value	measurements	using	significant	unobservable	inputs	on	changes	in	plan	assets	for	the	period	using	the	framework established	under	FASB	ASC	Topic	820,	Fair	Value	Measurements	and	Disclosures.	FASB	ASC	Topic	820	establishes	a	fair	value	hierarchy	that prioritizes	the	inputs	used	to	measure	fair	value.	The	hierarchy	gives	the	highest	priority	to	unadjusted	quoted	prices	in	active	markets	for	identical assets	or	liabilities	(Level	1	measurement)	and	the	lowest	priority	to	unobservable	inputs	(Level	3	measurement).	This	hierarchy	requires	entities	to maximize	the	use	of	observable	inputs	and	minimize	the	use	of	unobservable	inputs.	If	a	financial	instrument	uses	inputs	that	fall	in	different levels	of	the	hierarchy,	the	instrument	will	be	categorized	based	upon	the	lowest	level	of	input	that	is	significant	to	the	fair	value	calculation.	The three	levels	of	inputs	used	to	measure	fair	value	are	as	follows:

Level	1	—	unadjusted	quoted	prices	for	identical	assets	or	liabilities	in	active	markets	accessible	by	the	Company

Level	2	—	inputs	that	are	observable	in	the	marketplace	other	than	those	inputs	classified	as	Level	1

Level	3	—	inputs	that	are	unobservable	in	the	marketplace	and	significant	to	the	valuation

The	Company's	defined	benefit	plan	assets	are	measured	at	fair	value	on	a	recurring	basis	and	include	the	following	items:

Cash	and	Cash	Equivalents:		Foreign	and	domestic	currencies	as	well	as	short	term	securities	are	valued	at	cost	plus	accrued	interest,	which approximates	fair	value.

Common/Collective	Trusts:		Composed	of	various	funds	whose	diversified	portfolio	is	comprised	of	foreign	and	domestic	equities,	fixed	income securities,	and	short	term	investments.	Investments	are	valued	at	the	net	asset	value	of	units	held	by	the	plan	at	year-end.

Corporate	stock	and	government	and	corporate	debt:		Valued	at	the	closing	price	reported	on	the	active	market	in	which	the	individual	securities are	traded.	Automated	quotes	are	provided	by	multiple	pricing	services	and	validated	by	the	plan	custodian.	These	securities	are	traded	on exchanges	as	well	as	in	the	over	the	counter	market.

Registered	Investment	Companies:		Composed	of	various	mutual	funds	and	other	investment	companies	whose	diversified	portfolio	is	comprised of	foreign	and	domestic	equities,	fixed	income	securities,	and	short	term	investments.	Investments	are	valued	at	the	net	asset	value	of	units	held	by the	plan	at	year-end.

Mortgage	Backed	Securities:		Fair	value	is	estimated	based	on	valuations	obtained	from	third-party	pricing	services	for	identical	or	comparable assets.	Mortgage	Backed	Securities	are	traded	in	the	over	the	counter	broker/dealer	market.

Derivatives:		Derivative	financial	instruments	are	valued	in	the	market	using	discounted	cash	flow	techniques.	These	techniques	incorporate Level	1	and	Level	2	inputs	such	as	interest	rates	and	foreign	currency	exchange	rates.	These	market	inputs	are	utilized	in	the	discounted	cash	flow calculation	considering	the	instrument's	term,	notional	amount,	discount	rate	and	credit	risk.	Significant	inputs	to	the	derivative	valuation	for interest	rate	swaps,	foreign	currency	forwards	and	swaps,	and	options	are	observable	in	the	active	markets	and	are	classified	as	Level	2	in	the hierarchy.

Insurance	contracts:		Valued	at	contributions	made,	plus	earnings,	less	participant	withdrawals	and	administrative	expenses,	which	approximates fair	value.

The	following	table	sets	forth	the	fair	values	of	the	Company's	pension	plans	assets	as	of	December	31,	2009:

|  | Quoted	Prices	in |  | Significant |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Active\tMarkets\tfor | Significant\tOther | Unobservable |  |
|  | Identical\tAssets | Observable\tInputs | Inputs |  |
|  | (Level\t1) | (Level\t2) | (Level\t3) | Total |
|  |  | (In\t$\tmillions) |  |  |
| Assets |  |  |  |  |
| Cash\t&amp;\tcash\tequivalents | \t\t\t\t\t2 | - | \t\t\t\t\t- | \t\t\t\t\t2 |
| Collateralized\tmortgage\tobligations | \t\t\t\t\t- | 16 | - | 16 |
| Common/collective\ttrusts | - | 210 | 19 | 229 |
| Corporate\tdebt | - | 831 | - | 831 |
| Corporate\tstock-common\t&amp;\tpreferred | 522 | - | - | 522 |
| Derivatives | 14 | 244 | - | 258 |
| Government\tdebt |  |  |  |  |
| Treasuries,\tother\tdebt | 88 | 212 | - | 300 |
| Mortgage\tbacked\tsecurities | - | 53 | - | 53 |
| Real\testate | - | 7 | - | 7 |
| Registered\tinvestment\tcompanies | - | 298 | - | 298 |
| Short-term\tinvestments | - | 65 | - | 65 |
| Other | 3 | - | - | 3 |
| Insurance\tcontracts | - | 28 | - | 28 |
| Total\tassets | 629 | 1,964 | 19 | 2,612 |
| Liabilities |  |  |  |  |
| Derivatives | (15) | (268) | - | (283) |
| Total\tliabilities | (15) | (268) | - | (283) |
| Total\tnet\tassets | 614 | 1,696 | 19 | 2,329 |

The	Company's	Level	3	investment	in	common/collective	trusts	was	valued	using	significant	unobservable	inputs.	Inputs	to	this	valuation	include characteristics	and	quantitative	data	relating	to	the	asset,	investment	cost,	position

size,	liquidity,	current	financial	condition	of	the	company	and	other	relevant	market	data.	The	following	table	sets	forth	fair	value	measurements using	significant	unobservable	inputs:

The	financial	objectives	of	the	qualified	pension	plans	are	established	in	conjunction	with	a	comprehensive	review	of	each	plan's	liability structure.	The	Company's	asset	allocation	policy	is	based	on	detailed	asset/liability	analyses.	In	developing	investment	policy	and	financial	goals, consideration	is	given	to	each	plan's	demographics,	the	returns	and	risks	associated	with	alternative	investment	strategies	and	the	current	and projected	cash,	expense	and	funding	ratios	of	each	plan.	Investment	policies	must	also	comply	with	local	statutory	requirements	as	determined	by each	country.	A	formal	asset/liability	study	of	each	plan	is	undertaken	every	3	to	5	years	or	whenever	there	has	been	a	material	change	in	plan demographics,	benefit	structure	or	funding	status	and	investment	market.	The	Company	has	adopted	a	long-term	investment	horizon	such	that	the risk	and	duration	of	investment	losses	are	weighed	against	the	long-term	potential	for	appreciation	of	assets.	Although	there	cannot	be	complete assurance	that	these	objectives	will	be	realized,	it	is	believed	that	the	likelihood	for	their	realization	is	reasonably	high,	based	upon	the	asset allocation	chosen	and	the	historical	and	expected	performance	of	the	asset	classes	utilized	by	the	plans.	The	intent	is	for	investments	to	be	broadly diversified	across	asset	classes,	investment	styles,	market	sectors,	investment	managers,	developed	and	emerging	markets	and	securities	in	order	to moderate	portfolio	volatility	and	risk.	Investments	may	be	in	separate	accounts,	commingled	trusts,	mutual	funds	and	other	pooled	asset	portfolios provided	they	all	conform	to	fiduciary	standards.

External	investment	managers	are	hired	to	manage	pension	assets.	Investment	consultants	assist	with	the	screening	process	for	each	new	manager hired.	Over	the	long-term,	the	investment	portfolio	is	expected	to	earn	returns	that	exceed	a	composite	of	market	indices	that	are	weighted	to	match each	plan's	target	asset	allocation.	The	portfolio	return	should	also	(over	the	long-term)	meet	or	exceed	the	return	used	for	actuarial	calculations	in order	to	meet	the	future	needs	of	each	plan.

Employer	contributions	for	pension	benefits	and	postretirement	benefits	are	preliminarily	estimated	to	be	$46	million	and	$27	million, respectively,	in	2010.	The	table	below	reflects	pension	benefits	expected	to	be	paid	from	the	plan	or	from	the	Company's	assets.	The postretirement	benefits	represent	the	Company's	share	of	the	benefit	cost.

|  | Pension |  | Expected |
| :--- | :--- | :--- | :--- |
|  | Benefit |  | Federal |
|  | Payments(1) | Payments | Subsidy |
|  |  | (In\t$\tmillions) |  |
| 2010 | 224 | 61 | 7 |
| 2011 | 222 | 63 | 7 |
| 2012 | 221 | 64 | 7 |
| 2013 | 223 | 65 | 8 |
| 2014 | 224 | 66 | 3 |
| 2015-2019 | 1,187 | 332 | 13 |

(1) Payments	are	expected	to	be	made	primarily	from	plan	assets.

The	following	table	represents	additional	benefit	liabilities	and	other	similar	obligations:

| Long-term	disability | 30 | 33 |
| :--- | :--- | :--- |
| Other | 8 | 5 |
| Total | 38 | 38 |

# 16.	 Environmental

# General

The	Company	is	subject	to	environmental	laws	and	regulations	worldwide	which	impose	limitations	on	the	discharge	of	pollutants	into	the	air	and water	and	establish	standards	for	the	treatment,	storage	and	disposal	of	solid	and	hazardous	wastes.	The	Company	believes	that	it	is	in	substantial compliance	with	all	applicable	environmental	laws	and	regulations.	The	Company	is	also	subject	to	retained	environmental	obligations	specified	in various	contractual	agreements	arising	from	the	divestiture	of	certain	businesses	by	the	Company	or	one	of	its	predecessor	companies.

For	the	years	ended	December	31,	2009,	2008	and	2007,	the	Company's	expenditures,	including	expenditures	for	legal	compliance,	internal environmental	initiatives	and	remediation	of	active,	orphan,	divested	and	US	Superfund	sites	(as	defined	below)	were	$78	million,	$78	million, and	$83	million,	respectively.	The	Company's	capital	project-related	environmental	expenditures	for	the	years	ended	December	31,	2009,	2008 and	2007	were	$22	million,	$13	million,	and	$14	million,	respectively.	Environmental	reserves	for	remediation	matters	were	$106	million	and $98	million	as	of	December	31,	2009	and	2008,	respectively,	which	represents	the	Company's	best	estimate	of	its	liability.

# Remediation

Due	to	its	industrial	history	and	through	retained	contractual	and	legal	obligations,	the	Company	has	the	obligation	to	remediate	specific	areas	on its	own	sites	as	well	as	on	divested,	orphan	or	US	Superfund	sites.	In	addition,	as	part	of	the	demerger	agreement	between	the	Company	and Hoechst,	a	specified	portion	of	the	responsibility	for	environmental	liabilities	from	a	number	of	Hoechst	divestitures	was	transferred	to	the Company.	The	Company	provides	for	such	obligations	when	the	event	of	loss	is	probable	and	reasonably	estimable.

For	the	years	ended	December	31,	2009,	2008	and	2007,	the	total	remediation	efforts	charged	to	Cost	of	sales	in	the	consolidated	statements	of operations	were	$9	million,	$3	million	and	$4	million,	respectively.	The	Company	believes	that	environmental	remediation	costs	will	not	have	a material	adverse	effect	on	the	financial	position	of	the	Company,	but	may	have	a	material	adverse	effect	on	the	results	of	operations	or	cash	flows in	any	given	accounting	period.

The	Company	did	not	record	any	insurance	recoveries	related	to	these	matters	for	the	reported	periods	and	there	are	no	receivables	for	insurance recoveries	as	of	December	31,	2009.	As	of	December	31,	2009	and	2008,	there	were	receivables	of	$9	million	and	$9	million,	respectively,	from the	former	owner	APL,	which	was	acquired	in	2007	(see	Note	4).

# German	InfraServs

On	January	1,	1997,	coinciding	with	a	reorganization	of	the	Hoechst	businesses	in	Germany,	real	estate	service	companies	("InfraServs")	were created	to	own	directly	the	land	and	property	and	to	provide	various	technical	and	administrative	services	at	each	of	the	manufacturing	locations. The	Company	has	manufacturing	operations	at	the	InfraServ	location	in	Frankfurt	am	Main-Hoechst,	Germany	and	holds	interests	in	the companies	which	own	and	operate	the	former	Hoechst	sites	in	Gendorf,	Knapsack	and	Wiesbaden.

InfraServs	are	liable	for	any	residual	contamination	and	other	pollution	because	they	own	the	real	estate	on	which	the	individual	facilities	operate. In	addition,	Hoechst,	and	its	legal	successors,	as	the	responsible	party	under	German	public	law,	is	liable	to	third	parties	for	all	environmental damage	that	occurred	while	it	was	still	the	owner	of	the	plants	and	real	estate.	The	contribution	agreements	entered	into	in	1997	between	Hoechst and	the	respective	operating	companies,	as	part	of	the	divestiture	of	these	companies,	provide	that	the	operating	companies	will	indemnify Hoechst,	and	its	legal	successors,	against	environmental	liabilities	resulting	from	the	transferred	businesses.	Additionally,	the	InfraServs	have agreed	to	indemnify	Hoechst,	and	its	legal	successors,	against	any	environmental	liability	arising	out	of	or	in	connection	with	environmental pollution	of	any	site.	Likewise,	in	certain	circumstances	the	Company	could	be	responsible	for	the	elimination	of	residual	contamination	on	a	few sites	that	were	not	transferred	to	InfraServ	companies,	in	which	case	Hoechst,	and	its	legal	successors,	must	reimburse	the	Company	for	two-thirds of	any	costs	so	incurred.

The	InfraServ	partnership	agreements	provide	that,	as	between	the	partners,	each	partner	is	responsible	for	any	contamination	caused predominantly	by	such	partner.	Any	liability,	which	cannot	be	attributed	to	an	InfraServ	partner	and	for	which	no	third	party	is	responsible,	is required	to	be	borne	by	the	InfraServ	partnership.	In	view	of	this	potential	obligation	to	eliminate	residual	contamination,	the	InfraServs,	primarily relating	to	equity	and	cost	affiliates	which	are	not	consolidated	by	the	Company,	have	reserves	of	$94	million	and	$84	million	as	of	December	31, 2009	and	2008,	respectively.

If	an	InfraServ	partner	defaults	on	its	respective	indemnification	obligations	to	eliminate	residual	contamination,	the	owners	of	the	remaining participation	in	the	InfraServ	companies	have	agreed	to	fund	such	liabilities,	subject	to	a	number	of	limitations.	To	the	extent	that	any	liabilities are	not	satisfied	by	either	the	InfraServs	or	their	owners,	these	liabilities	are	to	be	borne	by	the	Company	in	accordance	with	the	demerger agreement.	However,	Hoechst,	and	its	legal	successors,	will	reimburse	the	Company	for	two-thirds	of	any	such	costs.	Likewise,	in	certain circumstances	the	Company	could	be	responsible	for	the	elimination	of	residual	contamination	on	several	sites	that	were	not	transferred	to InfraServ	companies,	in	which	case	Hoechst,	and	its	legal	successors,	must	also	reimburse	the	Company	for	two-thirds	of	any	costs	so	incurred. The	German	InfraServs	are	owned	partially	by	the	Company,	as	noted	below,	and	the	remaining	ownership	is	held	by	various	other	companies. The	Company's	ownership	interest	and	environmental	liability	participation	percentages	for	such	liabilities	which	cannot	be	attributed	to	an InfraServ	partner	were	as	follows	as	of	December	31,	2009:

| Company | Ownership	% | Liability	% |
| :--- | :--- | :--- |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | 39% | 10% |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | 27% | 22% |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG | 32% | 40% |
| InfraServ\tGmbH\t&amp;\tCo.\tWiesbaden\tKG | 8% | 0% |
| InfraServ\tVerwaltungs\tGmbH | 100% | 0% |

# US	Superfund	Sites

In	the	US,	the	Company	may	be	subject	to	substantial	claims	brought	by	US	federal	or	state	regulatory	agencies	or	private	individuals	pursuant	to statutory	authority	or	common	law.	In	particular,	the	Company	has	a	potential	liability	under	the	US	Federal	Comprehensive	Environmental Response,	Compensation	and	Liability	Act	of	1980,	as	amended,	and	related	state	laws	(collectively	referred	to	as	"Superfund")	for	investigation and	cleanup	costs	at	approximately	50	sites.	At	most	of	these	sites,	numerous	companies,	including	certain	companies	comprising	the	Company, or	one	of	its	predecessor	companies,	have	been	notified	that	the	Environmental	Protection	Agency,	state	governing	bodies	or	private	individuals consider	such	companies	to	be	potentially	responsible	parties	("PRP")	under	Superfund	or	related	laws.	The	proceedings	relating	to	these	sites	are in	various	stages.	The	cleanup	process	has	not	been	completed	at	most	sites	and	the	status	of	the	insurance	coverage	for	most	of	these	proceedings is	uncertain.	Consequently,	the	Company	cannot	accurately	determine	its	ultimate	liability	for	investigation	or	cleanup	costs	at	these	sites.

As	events	progress	at	each	site	for	which	it	has	been	named	a	PRP,	the	Company	accrues,	as	appropriate,	a	liability	for	site	cleanup.	Such	liabilities include	all	costs	that	are	probable	and	can	be	reasonably	estimated.	In	establishing	these	liabilities,	the	Company	considers	its	shipment	of	waste	to a	site,	its	percentage	of	total	waste	shipped	to	the

site,	the	types	of	wastes	involved,	the	conclusions	of	any	studies,	the	magnitude	of	any	remedial	actions	that	may	be	necessary	and	the	number	and viability	of	other	PRPs.	Often	the	Company	will	join	with	other	PRPs	to	sign	joint	defense	agreements	that	will	settle,	among	PRPs,	each	party's percentage	allocation	of	costs	at	the	site.	Although	the	ultimate	liability	may	differ	from	the	estimate,	the	Company	routinely	reviews	the	liabilities and	revises	the	estimate,	as	appropriate,	based	on	the	most	current	information	available.	As	of	December	31,	2009	and	2008,	the	Company	had provisions	totaling	$10	million	and	$11	million,	respectively,	for	US	Superfund	sites	and	utilized	$1	million,	$2	million	and	$1	million	of	these reserves	during	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.	Additional	provisions	and	adjustments	recorded	during	the	years ended	December	31,	2009,	2008	and	2007	approximately	offset	these	expenditures.

# Hoechst	Liabilities

In	connection	with	the	Hoechst	demerger,	the	Company	agreed	to	indemnify	Hoechst,	and	its	legal	successors,	for	the	first	€250	million	of	future remediation	liabilities	for	environmental	damages	arising	from	19	specified	divested	Hoechst	entities.	As	of	December	31,	2009	and	2008, reserves	of	$32	million	and	$27	million,	respectively,	for	these	matters	are	included	as	a	component	of	the	total	environmental	reserves.	As	of December	31,	2009	and	2008,	the	Company,	has	made	total	cumulative	payments	of	$51	million	and	$48	million,	respectively.	If	such	future liabilities	exceed	€250	million,	Hoechst,	and	its	legal	successors,	will	bear	such	excess	up	to	an	additional	€500	million.	Thereafter,	the	Company will	bear	one-third	and	Hoechst,	and	its	legal	successors,	will	bear	two-thirds	of	any	further	environmental	remediation	liabilities.	Where	the Company	is	unable	to	reasonably	determine	the	probability	of	loss	or	estimate	such	loss	under	this	indemnification,	the	Company	has	not recognized	any	liabilities	relative	to	this	indemnification.

# 17.	 Shareholders'	Equity

# Preferred	Stock

The	Company	has	$240	million	aggregate	liquidation	preference	of	outstanding	4.25%	convertible	perpetual	preferred	stock	("Preferred	Stock"). Holders	of	the	Preferred	Stock	are	entitled	to	receive,	when,	as	and	if,	declared	by	the	Company's	Board	of	Directors,	out	of	funds	legally available,	cash	dividends	at	the	rate	of	4.25%	per	annum	of	liquidation	preference,	payable	quarterly	in	arrears,	commencing	on	May	1,	2005. Dividends	on	the	Preferred	Stock	are	cumulative	from	the	date	of	initial	issuance.	Accumulated	but	unpaid	dividends	accumulate	at	an	annual	rate of	4.25%.	The	Preferred	Stock	is	convertible,	at	the	option	of	the	holder,	at	any	time	into	approximately	1.26	shares	of	Series	A	common	stock, subject	to	adjustments,	per	$25.00	liquidation	preference	of	Preferred	Stock	and	upon	conversion	will	be	recorded	in	the	consolidated	statements of	shareholders'	equity	and	comprehensive	income	(loss).	On	February	1,	2010,	the	Company	announced	its	intention	to	redeem	its	Preferred Stock	(Note	31).

During	2009,	2008	and	2007,	the	Company	declared	and	paid	$10	million	of	cash	dividends	in	each	period	on	its	Preferred	Stock.

# Dividends

The	Company's	Board	of	Directors	follows	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	the Company's	Series	A	common	stock	at	an	annual	rate	of	$0.16	per	share	unless	the	Company's	Board	of	Directors,	in	its	sole	discretion, determines	otherwise.	Further,	such	dividends	payable	to	holders	of	the	Company's	Series	A	common	stock	cannot	be	declared	or	paid	nor	can any	funds	be	set	aside	for	the	payment	thereof,	unless	the	Company	has	paid	or	set	aside	funds	for	the	payment	of	all	accumulated	and	unpaid dividends	with	respect	to	the	shares	of	the	Company's	Preferred	Stock,	as	described	above.	Additionally,	the	amount	available	to	pay	cash dividends	is	restricted	by	the	Company's	senior	credit	agreement.

During	2009,	2008	and	2007,	the	Company	declared	and	paid	cash	dividends	of	$23	million,	$24	million	and	$25	million,	respectively,	to	holders of	its	Series	A	common	stock.

# Treasury	Stock

In	conjunction	with	the	April	2007	debt	refinancing	(Note	14),	the	Company,	through	its	wholly-owned	subsidiary	Celanese	International Holdings	Luxembourg	S.à.r.l.	("CIH"),	formerly	Celanese	Caylux	Holdings	Luxembourg	S.C.A.,	repurchased	2,021,775	shares	of	its	outstanding Series	A	common	stock	in	a	modified	"Dutch	Auction"	tender	offer	from	public	shareholders,	which	expired	on	April	3,	2007,	at	a	purchase	price of	$30.50	per	share.	The	total	price	paid	for	these	shares	was	$62	million.	The	Company	also	separately	purchased,	through	its	wholly-owned subsidiary	CIH,	329,011	shares	of	the	Company's	Series	A	common	stock	at	$30.50	per	share	from	the	investment	funds	associated	with	The Blackstone	Group	L.P.	The	total	price	paid	for	these	shares	was	$10	million.

In	June	2007,	the	Company's	Board	of	Directors	authorized	the	repurchase	of	up	to	$330	million	of	its	Series	A	common	stock.	During	2007,	the Company	repurchased	8,487,700	shares	of	its	Series	A	common	stock	at	an	average	purchase	price	of	$38.88	per	share	for	a	total	of	$330	million pursuant	to	this	authorization.	The	Company	completed	repurchasing	shares	related	to	this	authorization	during	July	2007.

In	February	2008,	the	Company's	Board	of	Directors	authorized	the	repurchase	of	up	to	$400	million	of	the	Company's	Series	A	common	stock. This	authorization	was	increased	to	$500	million	in	October	2008.	The	authorization	gives	management	discretion	in	determining	the	conditions under	which	shares	may	be	repurchased.

During	the	year	ended	December	31,	2008,	the	Company	repurchased	9,763,200	shares	of	its	Series	A	common	stock	at	an	average	purchase	price of	$38.68	per	share	for	a	total	of	$378	million	pursuant	to	this	authorization.

These	purchases	reduced	the	number	of	shares	outstanding	and	the	repurchased	shares	may	be	used	by	the	Company	for	compensation	programs utilizing	the	Company's	stock	and	other	corporate	purposes.	The	Company	accounts	for	treasury	stock	using	the	cost	method.

# Accumulated	Other	Comprehensive	Income	(Loss),	Net

Accumulated	other	comprehensive	income	(loss),	net,	which	is	displayed	in	the	consolidated	statements	of	shareholders'	equity,	represents	net earnings	(loss)	plus	the	results	of	certain	shareholders'	equity	changes	not	reflected	in	the	consolidated	statements	of	operations.	Such	items include	unrealized	gain	(loss)	on	marketable	securities,	foreign	currency	translation,	certain	pension	and	postretirement	benefit	obligations	and unrealized	gain	(loss)	on	interest	rate	swaps.

The	components	of	Accumulated	other	comprehensive	income	(loss),	net	are	as	follows:

|  | Unrealized |  |  | Unrealized |  | Other |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Gain\t(Loss)\ton\nMarketable\nSecurities |  | Foreign\nCurrency\nTranslation | Gain\t(Loss)\non\tInterest\nRate\tSwaps | Pension\tand\nPostretirement\nBenefits | Comprehensive\nIncome\n(Loss),\tNet |
|  |  |  |  | (In\t$\tmillions) |  |  |
| Balance\tas\tof\tDecember\t31,\t2006 | 9 |  | 17 | 4 | 1 | 31 |
| Current-period\tchange | 17 |  | 70 | (41) | 124 | 170 |
| Tax\tbenefit\t(expense) | - |  | - | - | (4) | (4) |
| Balance\tas\tof\tDecember\t31,\t2007 | 26 |  | 87 | (37) | 121 | 197 |
| Current-period\tchange | (23) | \t(1) | (130) | (79) | (549) | (781) |
| Tax\tbenefit\t(expense) | - |  | - | - | 5 | 5 |
| Balance\tas\tof\tDecember\t31,\t2008 | 3 |  | (43) | (116) | (423) | (579) |
| Current-period\tchange | (5) |  | 10 | 23 | (150) | (122) |
| Tax\tbenefit\t(expense) | 2 |  | (5) | (8) | 53 | 42 |
| Balance\tas\tof\tDecember\t31,\t2009 | - |  | (38) | (101) | (520) | (659) |

(1) 	Includes	a	net	reclassification	adjustment	of	($2)	million	to	the	consolidated	statements	of	operations.

The	components	of	Other	(charges)	gains,	net	are	as	follows:

| Employee	termination	benefits | (105) | (21) | (32) |
| :--- | :--- | :--- | :--- |
| Plant/office\tclosures | (17) | (7) | (11) |
| Deferred\tcompensation\ttriggered\tby\tExit\tEvent\t(Note\t20) | - | - | (74) |
| Plumbing\tactions | 10 | - | 4 |
| Insurance\trecoveries\tassociated\twith\tClear\tLake,\tTexas\t(Note\t30) | 6 | 38 | 40 |
| Resolution\tof\tcommercial\tdisputes\twith\ta\tvendor | - | - | 31 |
| Asset\timpairments | (14) | (115) | (9) |
| Ticona\tKelsterbach\tplant\trelocation\t(Note\t29) | (16) | (12) | (5) |
| Sorbates\tantitrust\tactions\t(Note\t24) | - | 8 | - |
| Other | - | 1 | (2) |
| Total | (136) | (108) | (58) |

During	the	first	quarter	of	2009,	the	Company	began	efforts	to	align	production	capacity	and	staffing	levels	with	the	Company's	view	of	an economic	environment	of	prolonged	lower	demand.	For	the	year	ended	December	31,	2009,	Other	charges	included	employee	termination	benefits of	$40	million	related	to	this	endeavor.	As	a	result	of	the	shutdown	of	the	vinyl	acetate	monomer	("VAM")	production	unit	in	Cangrejera,	Mexico, the	Company	recognized	employee	termination	benefits	of	$1	million	and	long-lived	asset	impairment	losses	of	$1	million	during	the	year	ended December	31,	2009.	The	VAM	production	unit	in	Cangrejera,	Mexico	is	included	in	the	Company's	Acetyl	Intermediates	segment.

As	a	result	of	the	Project	of	Closure	(Note	4),	Other	charges	for	the	Company	included	exit	costs	of	$89	million	during	the	year	ended December	31,	2009,	which	consisted	of	$60	million	in	employee	termination	benefits,	$17	million	of	contract	termination	costs	and	$12	million	of long-lived	asset	impairment	losses	related	to	capitalized	costs	associated	with	asset	retirement	obligations	(Note	13).	The	Pardies,	France	facility	is included	in	the	Acetyl	Intermediates	segment.

Due	to	continued	declines	in	demand	in	automotive	and	electronic	sectors,	the	Company	announced	plans	to	reduce	capacity	by	ceasing	polyester polymer	production	at	its	Ticona	manufacturing	plant	in	Shelby,	North	Carolina.	Other	charges	for	the	year	ended	December	31,	2009	included employee	termination	benefits	of	$2	million	and	long-lived	asset	impairment	losses	of	$1	million	related	to	this	event.	The	Shelby,	North	Carolina facility	is	included	in	the	Advanced	Engineered	Materials	segment.

Other	charges	for	the	year	ended	December	31,	2009	was	partially	offset	by	$6	million	of	insurance	recoveries	in	satisfaction	of	claims	the Company	made	related	to	the	unplanned	outage	of	the	Company's	Clear	Lake,	Texas	acetic	acid	facility	during	2007,	a	$9	million	decrease	in legal	reserves	for	plumbing	claims	due	to	the	Company's	ongoing	assessment	of	the	likely	outcome	of	the	plumbing	actions	and	the	expiration	of the	statute	of	limitation.

Other	(charges)	gains,	net	for	asset	impairments	includes	long-lived	asset	impairment	losses	of	$92	million	related	to	the	potential	closure	of	the Company's	acetic	acid	and	VAM	production	facility	in	Pardies,	France,	the	VAM	production	unit	in	Cangrejera,	Mexico	(which	the	Company subsequently	decided	to	shut	down	effective	at	the	end	of	February	2009)	and	certain	other	facilities.	Of	the	$92	million	recorded	in	December 2008,	$76	million	relates	to	the	Acetyl	Intermediates	segment	and	$16	million	relates	to	the	Advanced	Engineered	Materials	segment. Consideration	of	this	potential	capacity	reduction	was	necessitated	by	the	significant	change	in	the	global	economic	environment	and	anticipated lower	customer	demand.

Additionally,	the	Company	recognized	$23	million	of	long-lived	asset	impairment	losses	related	to	the	shutdown	of	the	Company's	Pampa,	Texas facility	(Acetyl	Intermediates	segment).

Other	(charges)	gains,	net	for	employee	termination	benefits	includes	severance	and	retention	charges	of	$13	million	related	to	the	sale	of	the Company's	Pampa,	Texas	facility	and	$8	million	of	severance	and	retention	charges	related	to	other	business	optimization	plans	undertaken	by	the Company.

Other	(charges)	gains,	net	for	employee	termination	benefits	and	plant/office	closures	include	charges	related	to	the	Company's	plan	to	simplify and	optimize	its	Emulsions	and	PVOH	businesses	(Industrial	Specialties	segment)	to	become	a	leader	in	technology	and	innovation	and	grow	in both	new	and	existing	markets.	Other	(charges)	gains,	net	for	employee	termination	benefits	and	plant/office	closures	also	includes	charges	related to	the	sale	of	the	Company's	Pampa,	Texas	facility.	In	addition,	the	Company	recorded	an	impairment	of	long-lived	assets	of	$3	million	during	the year	ended	December	31,	2007.

In	December	2007,	the	Company	received	a	one-time	payment	in	resolution	of	commercial	disputes	with	a	vendor.

For	the	year	ended	December	31,	2007,	asset	impairments	included	$6	million	of	goodwill	impairment	related	to	the	PVOH	business.

The	changes	in	the	restructuring	reserves	by	business	segment	are	as	follows:

|  | Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Employee\tTermination\tBenefits |  |  |  |  |  |  |
| Reserve\tas\tof\tDecember\t31,\t2007 | \t\t\t\t\t\t\t\t\t\t2 | \t\t\t\t\t\t\t\t\t\t5 | \t\t\t\t\t\t\t\t\t\t12 | \t\t\t\t\t\t\t\t\t\t16 | \t\t\t\t\t2 | \t\t\t\t\t37 |
| Additions | 1 | 2 | 1 | 13 | 4 | 21 |
| Cash\tpayments | (1) | (5) | (6) | (12) | (3) | (27) |
| Currency\ttranslation\tadjustment | - | - | (1) | - | (1) | (2) |
| Reserve\tas\tof\tDecember\t31,\t2008 | 2 | 2 | 6 | 17 | 2 | 29 |
| Additions | 12 | 9 | 6 | 66 | 12 | 105 |
| Cash\tpayments | (8) | (7) | (9) | (23) | (7) | (54) |
| Currency\ttranslation\tadjustment | 1 | - | - | - | - | 1 |
| Reserve\tas\tof\tDecember\t31,\t2009 | 7 | 4 | 3 | 60 | 7 | 81 |
| Plant/Office\tClosures |  |  |  |  |  |  |
| Reserve\tas\tof\tDecember\t31,\t2007 | 1 | 3 | 1 | 2 | 1 | 8 |
| Additions | - | - | - | - | - | - |
| Cash\tpayments | (1) | - | (1) | (2) | - | (4) |
| Currency\ttranslation\tadjustment | - | (1) | - | - | - | (1) |
| Reserve\tas\tof\tDecember\t31,\t2008 | - | 2 | - | - | 1 | 3 |
| Additions | - | - | - | 17 | - | 17 |
| Transfers | - | (2) | - | - | - | (2) |
| Cash\tpayments | - | - | - | - | - | - |
| Reserve\tas\tof\tDecember\t31,\t2009 | - | - | - | 17 | 1 | 18 |
| Total | 7 | 4 | 3 | 77 | 8 | 99 |

Earnings	(loss)	from	continuing	operations	before	tax	by	jurisdiction	are	as	follows:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| US | \t\t294 | \t\t135 | \t\t(111) |
| International | (53) | 299 | 558 |
| Total | 241 | 434 | 447 |

The	income	tax	provision	(benefit)	consists	of	the	following:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Current |  |  |  |
| US | \t\t11 | \t\t62 | \t\t(9) |
| International | 148 | 92 | 163 |
| Total | 159 | 154 | 154 |
| Deferred |  |  |  |
| US | (404) | (37) | 17 |
| International | 2 | (54) | (61) |
| Total | (402) | (91) | (44) |
| Income\ttax\tprovision\t(benefit) | (243) | 63 | 110 |

Deferred	income	taxes	reflect	the	net	tax	effects	of	temporary	differences	between	the	carrying	amounts	of	assets	and	liabilities	for	financial reporting	purposes	and	the	amounts	used	for	income	tax	purposes.	Significant	components	of	the	consolidated	deferred	tax	assets	and	liabilities were	as	follows:

| Pension	and	postretirement	obligations | 361 | 304 |
| :--- | :--- | :--- |
| Accrued\texpenses | 195 | 195 |
| Inventory | 10 | 8 |
| Net\toperating\tloss\tand\ttax\tcredit\tcarryforwards | 375 | 279 |
| Other | 220 | 192 |
| Subtotal | 1,161 | 978 |
| Valuation\tallowance | (334) | (652)\t(1) |
| Total | 827 | 326 |
| Deferred\ttax\tliabilities |  |  |
| Depreciation\tand\tamortization | 336 | 322 |
| Investments | 45 | 41 |
| Other | 90 | 49 |
| Total | 471 | 412 |
| Net\tdeferred\ttax\tassets\t(liabilities) | 356 | (86) |

(1) 	Includes	deferred	tax	asset	valuation	allowances	primarily	for	the	Company's	deferred	tax	assets	in	the	US,	Luxembourg,	France	and Germany,	as	well	as	other	foreign	jurisdictions.	These	valuation	allowances	relate	primarily	to	net	operating	loss	carryforward	benefits	and other	net	deferred	tax	assets,	all	of	which	may	not	be	realizable.

Since	2004,	the	Company	has	maintained	a	valuation	allowance	against	its	US	net	deferred	tax	assets.	FASB	ASC	Topic	740,	Income	Taxes, requires	the	Company	to	continually	assess	all	available	positive	and	negative	evidence	to	determine	whether	it	is	more	likely	than	not	that	the	net deferred	tax	assets	will	be	realized.	During	2009,	the	Company	concluded	that	due	to	cumulative	profitability,	it	is	more	likely	than	not	that	it	will realize	its	net	US	deferred	tax	assets	with	the	exception	of	certain	state	net	operating	loss	carryforwards.	Accordingly,	during	the	year	ended December	31,	2009,	the	Company	recorded	a	deferred	tax	benefit	of	$492	million	for	the	release	of	the	beginning-of-the-year	US	valuation allowance	associated	with	those	US	net	deferred	tax	assets	expected	to	be	realized	in	2009	and	subsequent	years.

For	the	year	ended	December	31,	2009,	the	valuation	allowance	decreased	by	$318	million	consisting	of:	(1)	income	tax	benefits,	net,	of $314	million,	(2)	an	increase	of	$1	million	allocated	to	Accumulated	other	comprehensive	income,	(3)	an	increase	of	$11	million	related	to	foreign currency	translation	adjustments	and	(4)	$16	million	of	other	decreases	related	to	unrecognized	tax	benefits	and	other	adjustments	to	deferred	taxes. The	charge	to	Accumulated	other	comprehensive	income	relates	to	deferred	tax	assets	associated	with	the	Company's	pension	and	postretirement obligations.	The	change	in	valuation	allowance	associated	with	foreign	currency	translation	adjustments	is	related	to	changes	in	deferred	tax	assets for	unrealized	foreign	exchange	gains	and	losses	on	effective	hedges	and	on	foreign	income	previously	taxed	but	not	yet	received	in	the	US.	The charge	also	relates	to	foreign	currency	translation	adjustments	for	deferred	tax	assets	recorded	in	various	foreign	jurisdictions.	The	decrease	related to	unrecognized	tax	benefits	and	other	adjustments	to	deferred	taxes	includes	adjustments	to	temporary	differences	and	net	operating	loss carryforwards	due	to	changes	in	uncertain	tax	positions.

A	reconciliation	of	the	significant	differences	between	the	US	federal	statutory	tax	rate	of	35%	and	the	effective	income	tax	rate	on	income	from continuing	operations	is	as	follows:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Income\ttax\tprovision\tcomputed\tat\tUS\tfederal\tstatutory\ttax\trate | \t\t84 | \t\t152 | \t\t156 |
| Increase\t(decrease)\tin\ttaxes\tresulting\tfrom: |  |  |  |
| Change\tin\tvaluation\tallowance | (314) | (5) | 9 |
| Equity\tincome\tand\tdividends | (20) | (17) | 8 |
| Expenses\tnot\tresulting\tin\ttax\tbenefits | 4 | 18 | 38 |
| US\ttax\teffect\tof\tforeign\tearnings\tand\tdividends | 10 | (5) | 27 |
| Other\tforeign\ttax\trate\tdifferentials\t(1) | (11) | (84) | (98) |
| Legislative\tchanges | 71 | 3 | (21) |
| Tax-deductible\tinterest\ton\tforeign\tequity\tinstruments\t&amp;\tother\trelated\titems | (76) | - | (19) |
| State\tincome\ttaxes\tand\tother | 9 | 1 | 10 |
| Income\ttax\tprovision\t(benefit) | (243) | 63 | 110 |

(1) 	Includes	impact	of	earnings	from	China	and	Singapore	subject	to	tax	holidays	which	expire	between	2008	and	2013	and	favorable	tax	rates	in other	jurisdictions.

Federal	and	state	income	taxes	have	not	been	provided	on	accumulated	but	undistributed	earnings	of	$2.8	billion	as	of	December	31,	2009	as	such earnings	have	been	permanently	reinvested	in	the	business.	The	determination	of	the	amount	of	the	unrecognized	deferred	tax	liability	related	to the	undistributed	earnings	is	not	practicable.

The	effective	tax	rate	for	continuing	operations	for	the	year	ended	December	31,	2009	was	(101)%	compared	to	15%	for	the	year	ended December	31,	2008.	The	effective	tax	rate	for	2009	was	favorably	impacted	by	the	release	of

US	valuation	allowance,	partially	offset	by	lower	earnings	in	jurisdictions	participating	in	tax	holidays,	increases	in	valuation	allowances	on certain	foreign	net	deferred	tax	assets	and	the	effect	of	new	tax	legislation	in	Mexico.

The	Company	operates	under	tax	holidays	in	various	countries	which	are	effective	through	December	2013.	In	China,	one	of	the	Company's entities	has	a	tax	holiday	that	provided	for	a	zero	percent	tax	rate	in	2007	and	2008.	For	2009	through	2011,	the	Company's	tax	rate	is	50%	of	the statutory	rate,	or	12.5%	based	on	the	2009	statutory	rate	of	25%.	In	Singapore,	one	of	the	Company's	entities	has	a	tax	holiday	that	provides	for	a zero	percent	tax	rate	through	2010.	For	2011	through	2013,	the	Company's	tax	rate	will	be	10%	based	on	the	current	statutory	rate	of	17%.	The impact	of	these	tax	holidays	decreased	foreign	taxes	$2	million	for	the	year	ended	December	31,	2009.

The	Corporate	Tax	Reform	Act	of	2008	was	signed	by	the	German	Federal	President	in	August	2007.	The	Act	reduced	the	Company's	combined corporate	statutory	tax	rate	from	40%	to	30%	while	imposing	limitations	on	the	deductibility	of	certain	expenses,	including	interest	expense.	The Company	recognized	a	tax	benefit	of	$39	million	in	2007	related	to	the	statutory	rate	reduction	on	its	German	net	deferred	tax	liabilities.

Mexico	enacted	the	2008	Fiscal	Reform	Bill	on	October	1,	2007.	Effective	January	1,	2008,	the	bill	repealed	the	existing	asset-based	tax	and established	a	dual	income	tax	system	consisting	of	a	new	minimum	flat	tax	(the	"IETU")	and	the	existing	regular	income	tax	system.	The	IETU system	taxes	companies	on	cash	basis	net	income,	consisting	only	of	certain	specified	items	of	revenue	and	expense,	at	a	rate	of	16.5%,	17%	and 17.5%	for	2008,	2009	and	2010	forward,	respectively.	In	general,	companies	must	pay	the	higher	of	the	income	tax	or	the	IETU,	although	unlike the	previous	asset	tax,	the	IETU	is	not	creditable	against	future	income	tax	liabilities.	The	Company	has	determined	that	it	will	primarily	be	subject to	the	IETU	in	future	periods,	and	as	such	it	has	recorded	tax	expense	(benefit)	of	$(5)	million,	$7	million	and	$20	million	in	2009,	2008	and	2007, respectively,	for	the	tax	effects	of	the	IETU	system.

On	December	7,	2009,	Mexico	enacted	the	2010	Mexican	Tax	Reform	Bill	("Tax	Reform	Bill")	to	be	effective	January	1,	2010.	Under	this	new legislation,	the	corporate	income	tax	rate	will	be	temporarily	increased	from	28%	to	30%	for	2010	through	2012,	then	reduced	to	29%	in	2013,	and finally	reduced	back	to	28%	in	2014	and	future	years.	These	rate	changes	would	impact	the	Company	in	the	event	that	it	reverts	to	paying	taxes	on a	regular	income	tax	basis	versus	an	IETU	basis.	Further,	under	current	law,	income	tax	loss	carryforwards	reported	in	the	tax	consolidation	that were	not	utilized	on	an	individual	company	basis	within	10	years	were	subject	to	recapture.	The	Tax	Reform	Bill	as	enacted	accelerates	this recapture	period	from	10	years	to	5	years	and	effectively	requires	payment	of	taxes	even	if	no	benefit	was	obtained	through	the	tax	consolidation regime.	Finally,	significant	modifications	were	also	made	to	the	rules	for	income	taxes	previously	deferred	on	intercompany	dividends,	as	well	as to	income	taxes	related	to	differences	between	consolidated	and	individual	Mexican	tax	earnings	and	profits.	The	estimated	income	tax	impact	to the	Company	of	this	new	legislation	at	December	31,	2009	is	$73	million,	payable	$12	million	in	2010,	$14	million	in	2012,	$12	million	in	2013 and	$35	million	in	2014	and	thereafter.

As	of	December	31,	2009,	the	Company	had	US	federal	net	operating	loss	carryforwards	of	$41	million	that	are	subject	to	limitation.	These	net operating	loss	carryforwards	begin	to	expire	in	2021.

The	Company	also	had	foreign	net	operating	loss	carryforwards	as	of	December	31,	2009	of	$1	billion	for	Luxembourg,	Canada,	China,	Germany, Mexico	and	other	foreign	jurisdictions	with	various	expiration	dates.	Net	operating	losses	in	China	have	various	carryforward	periods	and	begin expiring	in	2011.	Net	operating	losses	in	Luxembourg,	Canada	and	Germany	have	no	expiration	date.	Net	operating	losses	in	Mexico	have	a	ten year	carryforward	period	and	began	to	expire	in	2009.	However,	these	losses	are	not	available	for	use	under	the	new	IETU	tax	regulations	in Mexico.	As	the	IETU	is	the	primary	system	upon	which	the	Company	will	be	subject	to	tax	in	future	periods,	no	deferred	tax	asset	has	been reflected	in	the	consolidated	balance	sheets	as	of	December	31,	2009	for	these	income	tax	loss	carryforwards.

The	Company	adopted	the	provisions	of	FASB	ASC	Topic	740-10	effective	January	1,	2007.	FASB	ASC	Topic	740-10	clarifies	the	accounting for	income	taxes	by	prescribing	a	minimum	recognition	threshold	a	tax	benefit	is	required	to	meet	before	being	recognized	in	the	financial statements.	FASB	ASC	Topic	740-10	also	provides	guidance	on	derecognition,	measurement,	classification,	interest	and	penalties,	accounting	in interim	periods,	disclosure	and	transition.	As	a	result	of	the	implementation	of	FASB	ASC	Topic	740-10,	the	Company	increased	Retained earnings	by	$14	million	and	decreased	Goodwill	by	$2	million	as	included	in	the	consolidated	balance

sheets.	In	addition,	certain	tax	liabilities	for	unrecognized	tax	benefits,	as	well	as	related	potential	penalties	and	interest,	were	reclassified	from current	liabilities	to	noncurrent	liabilities.	Liabilities	for	unrecognized	tax	benefits	as	of	December	31,	2009	relate	to	various	US	and	foreign jurisdictions.

A	reconciliation	of	the	amount	of	unrecognized	tax	benefits	is	as	follows:

| As	of	the	beginning	of	the	year | 195 | 200 |
| :--- | :--- | :--- |
| Increases\tin\ttax\tpositions\tfor\tthe\tcurrent\tyear | 19 | - |
| Increases\tin\ttax\tpositions\tfor\tprior\tyears | 39 | 7 |
| Decreases\tin\ttax\tpositions\tof\tprior\tyears | (38) | (10) |
| Settlements | (7) | (2) |
| As\tof\tthe\tend\tof\tthe\tyear | 208 | 195 |

Included	in	the	unrecognized	tax	benefits	as	of	December	31,	2009	are	$208	million	of	tax	benefits	that,	if	recognized,	would	reduce	the Company's	effective	tax	rate.

The	Company	recognizes	interest	and	penalties	related	to	unrecognized	tax	benefits	in	the	provision	for	income	taxes.	As	of	December	31,	2009 and	2008,	the	Company	has	recorded	a	liability	of	$45	million	and	$38	million,	respectively,	for	interest	and	penalties.	This	amount	includes	an increase	of	$7	million	and	$2	million	for	the	years	ended	December	31,	2009	and	2008,	respectively.	As	of	December	31,	2009,	$5	million	of unrecognized	tax	benefits	are	included	in	current	Other	liabilities	(Note	12).

The	Company	operates	in	the	US	(including	multiple	state	jurisdictions),	Germany	and	approximately	40	other	foreign	jurisdictions	including Canada,	China,	France,	Mexico	and	Singapore.	Examinations	are	ongoing	in	a	number	of	those	jurisdictions	including,	most	significantly,	in Germany	for	the	years	2001	to	2004	and	2005	to	2007.	The	Company's	US	federal	income	tax	returns	for	2003	and	beyond	are	open	for examination	under	statute.	The	US	tax	years	2006	to	2008	were	selected	for	audit	in	2010.	Currently,	unrecognized	tax	benefits	are	not	expected	to change	significantly	over	the	next	12	months.

# 20.	 Stock-Based	and	Other	Management	Compensation	Plans

In	December	2004,	the	Company	approved	a	stock	incentive	plan	for	executive	officers,	key	employees	and	directors,	a	deferred	compensation plan	for	executive	officers	and	key	employees	as	well	as	other	management	incentive	programs.

The	stock	incentive	plan	allows	for	the	issuance	or	delivery	of	up	to	16,250,000	shares	of	the	Company's	Series	A	common	stock	through	the award	of	stock	options,	restricted	stock	units	("RSUs")	and	other	stock-based	awards	as	may	be	approved	by	the	Company's	Compensation Committee	of	the	Board	of	Directors.	At	the	Company's	discretion	under	the	2004	incentive	plan,	the	Company	has	the	right	to	award	dividend equivalents	on	RSU	grants	which	are	earned	in	accordance	with	the	Company's	common	stock	dividend	policy	and	are	reinvested	in	additional RSUs.	Dividend	equivalents	on	these	RSUs	are	forfeited	if	vesting	conditions	are	not	met.

In	April	2009,	the	Company	approved	a	global	incentive	plan	which	replaces	the	Company's	2004	stock	incentive	plan.	The	2009	global	incentive plan	enables	the	Compensation	Committee	of	the	Board	of	Directors	to	award	incentive	and	nonqualified	stock	options,	stock	appreciation	rights, shares	of	common	stock,	restricted	stock,	restricted	stock	units	and	incentive	bonuses	(which	may	be	paid	in	cash	or	stock	or	a	combination thereof),	any	of	which	may	be	performance-based,	with	vesting	and	other	award	provisions	that	provide	effective	incentive	to	Company employees	(including	officers),	non-management	directors	and	other	service	providers.	Under	the	2009	global	incentive	plan,	the	company	no longer	has	the	option	to	grant	RSUs	with	the	right	to	participate	in	dividends	or	dividend	equivalents.

The	maximum	number	of	shares	that	may	be	issued	under	the	2009	global	incentive	plan	is	equal	to	5,350,000	shares	plus	(a)	any	shares	of Common	Stock	that	remain	available	for	issuance	under	the	2004	stock

incentive	plan	(not	including	any	shares	of	Common	Stock	that	are	subject	to	outstanding	awards	under	the	2004	stock	incentive	plan	or	any shares	of	Common	Stock	that	were	issued	pursuant	to	awards	under	the	2004	stock	incentive	plan)	and	(b)	any	awards	under	the	2004	stock incentive	plan	that	remain	outstanding	that	cease	for	any	reason	to	be	subject	to	such	awards	(other	than	by	reason	of	exercise	or	settlement	of	the award	to	the	extent	that	such	award	is	exercised	for	or	settled	in	vested	and	non-forfeitable	shares).	As	of	December	31,	2009,	a	total	of 3,812,359	shares	remained	available	for	awards	under	the	2009	stock	incentive	plan.	A	total	of	7,185,959	and	1,481,886	shares	were	subject	to outstanding	awards	under	the	2004	stock	incentive	plan	and	2009	global	incentive	plan,	respectively.

# Deferred	Compensation

The	2004	deferred	compensation	plan	provides	an	aggregate	maximum	amount	payable	of	$196	million.	The	initial	component	of	the	deferred compensation	plan	vested	in	2004	and	was	paid	in	the	first	quarter	of	2005.	In	May	2007,	the	Original	Shareholders	sold	their	remaining	equity interest	in	the	Company	triggering	an	Exit	Event,	as	defined	by	the	plan.	Cash	compensation	of	$74	million,	representing	the	participants'	2005 and	2006	contingent	benefits,	was	paid	to	the	participants	during	the	year	ended	December	31,	2007.	Participants	continuing	in	the	2004	deferred compensation	plan	(see	below	for	discussion	regarding	certain	participant's	decision	to	participate	in	a	revised	program)	continue	to	vest	in	their 2008	and	2009	time-based	and	performance-based	entitlements	as	defined	in	the	deferred	compensation	plan.	During	the	years	ended December	31,	2009,	2008	and	2007,	the	Company	recorded	compensation	expense	of	$1	million,	$3	million	and	$84	million,	respectively, associated	with	this	plan.	As	of	December	31,	2009,	there	was	no	deferred	compensation	payable	remaining	associated	with	this	plan.

On	April	2,	2007,	certain	participants	in	the	Company's	deferred	compensation	plan	elected	to	participate	in	a	revised	program,	which	includes both	cash	awards	and	restricted	stock	units	(see	Restricted	Stock	Units	below).	Under	the	revised	program,	participants	relinquished	their	cash awards	of	up	to	$30	million	that	would	have	contingently	accrued	from	2007-2009	under	the	original	plan.	In	lieu	of	these	awards,	the	revised deferred	compensation	program	provides	for	a	future	cash	award	in	an	amount	equal	to	90%	of	the	maximum	potential	payout	under	the	original plan,	plus	growth	pursuant	to	one	of	three	participant-selected	notional	investment	vehicles,	as	defined	in	the	associated	agreements.	Participants must	remain	employed	through	2010	to	vest	in	the	new	award.	The	Company	will	recognize	expense	through	December	31,	2010	and	make	award payments	under	the	revised	program	in	the	first	quarter	of	2011,	unless	participants	elect	to	further	defer	the	payment	of	their	individual	awards. Based	on	participation	in	the	revised	program,	the	Company	expensed	$10	million,	$8	million	and	$6	million	during	the	years	ended	December	31, 2009,	2008	and	2007,	respectively,	related	to	the	revised	program.

In	December	2007,	the	Company	adopted	a	deferred	compensation	plan	whereby	certain	of	the	Company's	senior	employees	and	directors	were offered	the	opportunity	to	defer	a	portion	of	their	compensation	in	exchange	for	a	future	payment	amount	equal	to	their	deferments	plus	or	minus certain	amounts	based	upon	the	market	performance	of	specified	measurement	funds	selected	by	the	participant.	Participants	are	required	to	make deferral	elections	under	the	plan	prior	to	January	1	of	the	year	such	deferrals	will	be	withheld	from	their	compensation.	The	Company	expensed less	than	$1	million	and	$1	million	during	the	years	ended	December	31,	2009	and	2008,	respectively,	related	to	this	plan.

# Long-Term	Incentive	Plan

Effective	January	1,	2004,	the	Company	adopted	a	long-term	incentive	plan	(the	"LTIP	Plan")	which	covers	certain	members	of	management	and other	key	employees	of	the	Company.	The	LTIP	Plan	is	a	three-year	cash	based	plan	in	which	awards	are	based	on	annual	and	three-year cumulative	targets	(as	defined	in	the	LTIP	Plan).	In	February	2007,	$26	million	was	paid	to	the	LTIP	plan	participants.	There	are	no	additional amounts	due	under	the	LTIP	Plan.

In	December	2008,	the	Company	granted	time-vesting	cash	awards	of	$22	million	to	the	Company's	executive	officers	and	certain	other	key employees.	Each	award	of	cash	vests	30%	on	October	14,	2009,	30%	on	October	14,	2010	and	40%	on	October	14,	2011.	In	its	sole	discretion,	the compensation	committee	of	the	Board	of	Directors	may	at	any	time	convert	all	or	a	portion	of	the	cash	award	to	an	award	of	time-vesting	restricted stock	units.	The	liability	cash	awards	are	being	accrued	and	expensed	over	the	term	of	the	agreements	outlined	above.	During	the	year	ended December	31,	2009,	less	than	$1	million	was	paid	to	participants	who	left	the	Company.	In	October

2009,	the	Company	paid	cash	awards	totaling	$6	million	to	active	employees,	representing	30%	of	the	remaining	outstanding	cash	awards.	During the	years	ended	December	31,	2009	and	2008,	the	Company	expensed	$7	million	and	less	than	$1	million,	respectively,	related	to	the	cash	awards.

# Stock	Options

The	Company	has	a	stock-based	compensation	plan	that	makes	awards	of	stock	options	to	the	Company's	executives	and	certain	employees.	It	is the	Company's	policy	to	grant	options	with	an	exercise	price	equal	to	the	average	of	the	high	and	low	price	of	the	Company's	Series	A	common stock	on	the	grant	date.	The	options	issued	have	a	ten-year	term	and	vest	on	a	graded	basis	over	periods	ranging	from	one	to	five	years.	The estimated	value	of	the	Company's	stock-based	awards	less	expected	forfeitures	is	recognized	over	the	awards'	respective	vesting	period	on	a straight-line	basis.

The	fair	value	of	each	option	granted	is	estimated	on	the	grant	date	using	the	Black-Scholes	option	pricing	method.	The	weighted	average assumptions	used	in	the	model	are	outlined	in	the	following	table:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
| Risk-free\tinterest\trate | \t\t\t\t\t\t\t\t\t\t1.90\t% | \t\t\t\t\t\t\t\t\t\t3.30\t% | \t\t\t\t\t\t\t\t\t\t4.60\t% |
| Estimated\tlife\tin\tyears | 5.20 | 7.70 | 6.80 |
| Dividend\tyield | 0.96 % | 0.38 % | 0.42 % |
| Volatility | 54.30 % | 31.40 % | 27.50 % |

The	computation	of	the	expected	volatility	assumption	used	in	the	Black-Scholes	calculations	for	new	grants	is	based	on	the	Company's	historical volatilities.	When	establishing	the	expected	life	assumptions,	the	Company	reviews	annual	historical	employee	exercise	behavior	of	option	grants with	similar	vesting	periods.

A	summary	of	changes	in	stock	options	outstanding	is	as	follows:

|  | Number	of<br>Options<br>(In	millions) | Weighted-<br>Average<br>Exercise	Price<br>(In	$) | Weighted-<br>Average<br>Remaining<br>Contractual<br>Term<br>(In	years) | Aggregate<br>Intrinsic<br>Value<br>(In	$	millions) |
| :--- | :--- | :--- | :--- | :--- |
| As\tof\tDecember\t31,\t2008 | \t\t7.0 | \t\t19.35 |  |  |
| Granted | 0.1 | 17.17 |  |  |
| Exercised | (0.8) | 17.79 |  |  |
| Forfeited | (0.3) | 34.06 |  |  |
| As\tof\tDecember\t31,\t2009 | 6.0 | 19.01 | 5.6 | \t\t79 |
| Options\texercisable\tat\tend\tof\tyear | 5.0 | 17.09 | 5.3 | 75 |

The	weighted-average	grant-date	fair	value	of	stock	options	granted	during	the	years	ended	December	31,	2009,	2008,	and	2007	was	$7.46, $16.78,	and	$14.42,	respectively,	per	option.	The	total	intrinsic	value	of	options	exercised	during	the	years	ended	December	31,	2009,	2008,	and 2007	was	$9	million,	$27	million,	and	$84	million,	respectively.	As	of	December	31,	2009,	the	Company	had	approximately	$7	million	of	total unrecognized	compensation	expense	related	to	stock	options,	excluding	estimated	forfeitures,	to	be	recognized	over	the	remaining	vesting	periods of	the	options.	Cash	received	from	stock	option	exercises	was	$14	million,	$18	million,	and	$69	million	during	the	years	ended	December	31, 2009,	2008,	and	2007,	respectively.	There	was	no	tax	benefit	realized	from	stock	option	exercises	during	the	year	ended	December	31,	2009. During	the	year	ended	December	31,	2008	the	Company	reversed	$8	million	of	the	$19	million	tax	benefit	that	was	realized	during	the	year	ended December	31,	2007.

During	2009,	the	Company	extended	the	contractual	life	of	4	million	fully	vested	share	options	held	by	6	employees.	As	a	result	of	that modification,	the	Company	recognized	additional	compensation	expense	of	$1	million	for	the	year	ended	December	31,	2009.

# Restricted	Stock	Units	("RSUs")

Performance-based	RSUs.	The	Company	grants	performance-based	RSUs	to	the	Company's	executive	officers	and	certain	employees	once	per year.	The	Company	may	also	grant	performance-based	RSUs	to	certain	new	employees	or	to	employees	who	assume	positions	of	increasing responsibility	at	the	time	those	events	occur.	The	number	of	performance-based	RSUs	that	ultimately	vest	is	dependent	on	one	or	both	of	the following	as	per	the	terms	of	the	specific	award	agreement:	The	achievement	of	1)	internal	profitability	targets	(performance	condition)	and 2)	market	performance	targets	measured	by	the	comparison	of	the	Company's	stock	performance	versus	a	defined	peer	group	(market	condition).

The	performance-based	RSUs	generally	cliff-vest	during	the	Company's	quarter-end	September	30	black-out	period	three	years	from	the	date	of grant.	The	ultimate	number	of	shares	of	the	Company's	Series	A	common	stock	issued	will	range	from	zero	to	stretch,	with	stretch	defined individually	under	each	award,	net	of	personal	income	taxes	withheld.	The	market	condition	is	factored	into	the	estimated	fair	value	per	unit	and compensation	expense	for	each	award	will	be	based	on	the	probability	of	achieving	internal	profitability	targets,	as	applicable,	and	recognized	on	a straight-line	basis	over	the	term	of	the	respective	grant,	less	estimated	forfeitures.	For	performance-based	RSUs	granted	without	a	performance condition,	compensation	expense	is	based	on	the	fair	value	per	unit	recognized	on	a	straight-line	basis	over	the	term	of	the	grant,	less	estimated forfeitures.

In	April	2007,	the	Company	granted	performance-based	RSUs	to	certain	employees	that	vest	annually	in	equal	tranches	beginning	October	1,	2008 through	October	1,	2011	and	include	a	market	condition.	The	performance-based	RSUs	awarded	include	a	catch-up	provision	that	provides	for	an additional	year	of	vesting	of	previously	unvested	amounts,	subject	to	certain	maximums.	Compensation	expense	is	based	on	the	fair	value	per	unit recognized	on	a	straight-line	basis	over	the	term	of	the	grant,	less	estimated	forfeitures.

A	summary	of	changes	in	performance-based	RSUs	outstanding	is	as	follows:

| recognized	on	a	straight-line	basis	over	the	term	of	the	grant,	less	estimated	forfeitures. |  |  |
| :--- | :--- | :--- |
| A\tsummary\tof\tchanges\tin\tperformance-based\tRSUs\toutstanding\tis\tas\tfollows: |  |  |
|  | Number\tof\nUnits\n(In\tthousands) | Weighted\nAverage\nFair\tValue\n(In\t$) |
| Nonvested\tat\tDecember\t31,\t2008 | \t\t\t\t\t1,188 | \t\t19.65 |
| Granted | 420 | 38.16 |
| Vested | (79) | 21.30 |
| Forfeited | (114) | 17.28 |
| Nonvested\tat\tDecember\t31,\t2009 | 1,415 | 25.24 |

The	fair	value	of	shares	vested	for	performance-based	RSUs	during	the	years	ended	December	31,	2009	and	2008	was	$2	million	and	$3	million, respectively.	There	were	no	vestings	that	occurred	during	the	year	ended	December	31,	2007.

Fair	value	for	the	Company's	performance-based	RSUs	was	estimated	at	the	grant	date	using	a	Monte	Carlo	simulation	approach.	Monte	Carlo simulation	was	utilized	to	randomly	generate	future	stock	returns	for	the	Company	and	each	company	in	the	defined	peer	group	for	each	grant based	on	company-specific	dividend	yields,	volatilities	and	stock	return	correlations.	These	returns	were	used	to	calculate	future	performance- based	RSU	vesting	percentages	and	the	simulated	values	of	the	vested	performance-based	RSUs	were	then	discounted	to	present	value	using	a risk-free	rate,	yielding	the	expected	value	of	these	performance-based	RSUs.

The	range	of	assumptions	used	in	the	Monte	Carlo	simulation	approach	is	outlined	in	the	following	table:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
| Risk-free\tinterest\trate | 1.11% | 1.05% | 4.53\t-\t4.55% |
| Dividend\tyield | 0.00\t-\t4.64% | 0.00\t-\t12.71% | 0.00\t-\t2.76% |
| Volatility | 25\t-\t75% | 20\t-\t70% | 20\t-\t45% |

In	December	2008,	the	Company	granted	200,000	performance	units	to	be	settled	in	cash	to	the	Company's	Chief	Executive	Officer.	The	terms	of the	performance	units	are	substantially	similar	to	the	performance-based	RSUs	granted	in	December	2008	and	include	a	performance	condition and	a	market	condition.	The	value	of	the	performance	units	is	equivalent	to	the	value	of	one	share	of	the	Company's	Series	A	common	stock	and any	amounts	that	may	vest	under	the	performance	unit	award	agreement	are	to	be	settled	in	cash	rather	than	shares	of	the	Company's	Series	A common	stock.	The	compensation	committee	of	the	Board	of	Directors	may	elect	to	convert	all	or	any	portion	of	the	performance	units	award	to an	award	of	an	equivalent	value	of	performance-based	RSUs.

Time-based	RSUs.	The	Company	grants	non-employee	Directors	time-based	RSUs	annually	that	generally	vest	one	year	after	grant.	The	fair	value of	the	time-based	RSUs	is	equal	to	the	closing	price	of	the	Company's	Series	A	common	stock	on	the	grant	date.

The	Company	also	grants	time-based	RSUs	to	the	Company's	executives	and	certain	employees	that	vest	ratably	over	time	intervals	ranging	from two	to	four	years.	The	fair	value	of	the	time-based	RSUs	is	equal	to	the	average	of	the	high	and	low	price	of	the	Company's	Series	A	common stock	on	the	grant	date.

A	summary	of	changes	in	time-based	RSUs	outstanding	is	as	follows:

|  | Employee	Time-based	RSUs | Employee	Time-based	RSUs | Director	Time-Based	RSUs | Director	Time-Based	RSUs |
| :--- | :--- | :--- | :--- | :--- |
|  | Number\tof\nUnits\n(In\tthousands) | Weighted\nAverage\nFair\tValue\n(In\t$) | Number\tof\nUnits\n(In\tthousands) | Weighted\nAverage\nFair\tValue\n(In\t$) |
| Nonvested\tat\tDecember\t31,\t2008 | \t\t105 | \t\t39.34 | \t\t15 | \t\t44.02 |
| Granted | 421 | 23.13 | 41 | 16.58 |
| Vested | \t\t\t\t\t(23) | 37.60 | \t\t\t\t\t\t\t(15) | 44.02 |
| Forfeited | (1) | 39.53 | - | - |
| Nonvested\tat\tDecember\t31,\t2009 | 502 | 25.57 | 41 | 16.58 |

As	of	December	31,	2009,	there	was	approximately	$35	million	of	unrecognized	compensation	cost	related	to	RSUs,	excluding	estimated forfeitures,	which	will	be	amortized	on	a	straight-line	basis	over	the	remaining	vesting	periods.	The	fair	value	of	shares	vested	for	time-based RSUs	during	the	years	ended	December	31,	2009	and	2008	was	$2	million	and	$1	million,	respectively.	No	RSUs	vested	during	the	year	ended December	31,	2007.

Total	rent	expense	charged	to	operations	under	all	operating	leases	was	$148	million,	$141	million	and	$122	million	for	the	years	ended December	31,	2009,	2008	and	2007,	respectively.	Future	minimum	lease	payments	under	non-

cancelable	rental	and	lease	agreements	which	have	initial	or	remaining	terms	in	excess	of	one	year	as	of	December	31,	2009	are	as	follows:

|  | Capital | Operating |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| 2010 | \t\t63 | \t\t50 |
| 2011 | 39 | 36 |
| 2012 | 38 | 31 |
| 2013 | 35 | 24 |
| 2014 | 35 | 16 |
| Later\tyears | 276 | 46 |
| Sublease\tincome | - | (29) |
| Minimum\tlease\tcommitments | 486 | \t\t\t\t\t174 |

The	Company	expects	that,	in	the	normal	course	of	business,	leases	that	expire	will	be	renewed	or	replaced	by	other	leases.

# 22.	 Derivative	Financial	Instruments

To	reduce	the	interest	rate	risk	inherent	in	the	Company's	variable	rate	debt,	the	Company	utilizes	interest	rate	swap	agreements	to	convert	a portion	of	the	variable	rate	debt	to	a	fixed	rate	obligation.	These	interest	rate	swap	agreements	are	designated	as	cash	flow	hedges.	If	an	interest rate	swap	agreement	is	terminated	prior	to	its	maturity,	the	amount	previously	recorded	in	Accumulated	other	comprehensive	income	(loss),	net	is recognized	into	earnings	over	the	period	that	the	hedged	transaction	impacts	earnings.	If	the	hedging	relationship	is	discontinued	because	it	is probable	that	the	forecasted	transaction	will	not	occur	according	to	the	original	strategy,	any	related	amounts	previously	recorded	in	Accumulated other	comprehensive	income	(loss),	net	are	recognized	into	earnings	immediately.

As	of	December	31,	2006,	the	Company	had	an	interest	rate	swap	agreement	in	place	with	a	notional	value	of	$300	million.	On	March	29,	2007,	in connection	with	the	April	2007	debt	refinancing,	the	Company	terminated	this	interest	rate	swap	agreement	and	recognized	a	gain	of	$2	million related	to	amounts	previously	recorded	in	Accumulated	other	comprehensive	income	(loss),	net.

In	March	2007,	in	anticipation	of	the	April	2007	debt	refinancing,	the	Company	entered	into	various	US	dollar	and	Euro	interest	rate	swap agreements,	which	became	effective	on	April	2,	2007,	with	notional	amounts	of	$1.6	billion	and	€150	million,	respectively.	The	notional	amount of	the	$1.6	billion	US	dollar	interest	rate	swaps	decreased	by	$400	million	effective	January	2,	2008	and	decreased	by	another	$200	million effective	January	2,	2009.	To	offset	the	declines,	the	Company	entered	into	US	dollar	interest	rate	swaps	with	a	combined	notional	amount	of $400	million	which	became	effective	on	January	2,	2008	and	an	additional	US	dollar	interest	rate	swap	with	a	notional	amount	of	$200	million which	became	effective	April	2,	2009.	The	notional	amount	of	the	interest	rate	swaps	decreased	by	$100	million	effective	January	4,	2010.	No new	swaps	were	entered	into	to	offset	the	declines.

The	Company	recognized	interest	(expense)	income	from	hedging	activities	relating	to	interest	rate	swaps	of	($63)	million,	($18)	million	and $6	million	for	the	years	ended	December	31,	2009,	2008	and	2007,	respectively.	The	Company	recorded	a	net	loss	of	$0	million	for	the	year	ended December	31,	2009	and	less	than	$1	million	for	each	of	the	years	ended	December	31,	2008	and	2007,	to	Other	income	(expense),	net	in	the consolidated	statements	of	operations	for	the	ineffective	portion	of	the	interest	rate	swap	agreements.	The	Company	recorded	an	unrealized	gain (loss)	on	interest	rate	swaps	of	$15	million	and	($79)	million	during	the	years	ended	December	31,	2009	and	2008,	respectively.

Certain	entities	have	receivables	and	payables	denominated	in	currencies	other	than	their	respective	functional	currencies,	which	creates	foreign exchange	risk.	The	Company	enters	into	foreign	currency	forwards	and	swaps	to	minimize	its	exposure	to	foreign	currency	fluctuations.	Through these	instruments,	the	Company	mitigates	its	foreign	currency	exposure	on	transactions	with	third	party	entities	as	well	as	intercompany transactions.	The	currently	outstanding	foreign	currency	contracts	are	hedging	booked	exposure,	however	the	Company	may	from	time	to	time hedge	its	currency	exposure	related	to	forecasted	transactions.	Forward	contracts	are	not	designated	as	hedges	under	FASB	ASC	Topic	815.

The	following	table	indicates	the	total	US	dollar	equivalents	of	net	foreign	exchange	exposure	related	to	(short)	long	foreign	exchange	forward contracts	outstanding	by	currency.	All	of	the	contracts	included	in	the	table	below	will	have	approximately	offsetting	effects	from	actual underlying	payables,	receivables,	intercompany	loans	or	other	assets	or	liabilities	subject	to	foreign	exchange	remeasurement.

To	protect	the	foreign	currency	exposure	of	a	net	investment	in	a	foreign	operation,	the	Company	entered	into	cross	currency	swaps	with	certain financial	institutions	in	2004.	The	cross	currency	swaps	and	the	Euro-denominated	portion	of	the	senior	term	loan	were	designated	as	a	hedge	of	a net	investment	of	a	foreign	operation.	The	Company	dedesignated	the	net	investment	hedge	due	to	the	debt	refinancing	in	April	2007	and redesignated	the	cross	currency	swaps	and	new	senior	Euro	term	loan	in	July	2007.	As	a	result,	the	Company	recorded	$26	million	of mark-to-market	losses	related	to	the	cross	currency	swaps	and	the	new	senior	Euro	term	loan	during	this	period.

Under	the	terms	of	the	cross	currency	swap	arrangements,	the	Company	paid	approximately	€13	million	in	interest	and	received	approximately $16	million	in	interest	on	June	15	and	December	15	of	each	year.	The	fair	value	of	the	net	obligation	under	the	cross	currency	swaps	was	included in	current	Other	liabilities	in	the	consolidated	balance	sheets	as	of	December	31,	2007.	Upon	maturity	of	the	cross	currency	swap	agreements	in June	2008,	the	Company	owed	€276	million	($426	million)	and	was	owed	$333	million.	In	settlement	of	the	obligation,	the	Company	paid $93	million	(net	of	interest	of	$3	million)	in	June	2008.

During	the	year	ended	December	31,	2008,	the	Company	dedesignated	€385	million	of	the	€400	Euro-denominated	portion	of	the	term	loan, previously	designated	as	a	hedge	of	a	net	investment	of	a	foreign	operation.	The	remaining	€15	million	Euro-denominated	portion	of	the	term	loan was	dedesignated	as	a	hedge	of	a	net	investment	of	a	foreign	operation	in	June	2009.	Prior	to	the	dedesignations,	the	Company	had	been	using external	derivative	contracts	to	offset	foreign	currency	exposures	on	certain	intercompany	loans.	As	a	result	of	the	dedesignations,	the	foreign currency	exposure	created	by	the	Euro-denominated	term	loan	is	expected	to	offset	the	foreign	currency	exposure	on	certain	intercompany	loans, decreasing	the	need	for	external	derivative	contracts	and	reducing	the	Company's	exposure	to	external	counterparties.

The	effective	portion	of	the	gain	(loss)	on	the	derivative	(cross	currency	swaps)	is	recorded	in	Accumulated	other	comprehensive	income	(loss), net.	For	the	years	ended	December	31,	2009,	2008	and	2007,	the	amount	charged	to

Accumulated	other	comprehensive	income	(loss),	net	was	$0	million,	$(19)	million	and	$(19)	million,	respectively.	The	gain	(loss)	related	to	items excluded	from	the	assessment	of	hedge	effectiveness	of	the	cross	currency	swaps	are	recorded	to	Other	income	(expense),	net	in	the	consolidated statements	of	operations.	For	the	years	ended	December	31,	2009,	2008	and	2007,	the	amount	charged	to	Other	income	(expense),	net	in	the consolidated	statements	of	operations	was	$0	million,	$1	million	and	$(6)	million,	respectively.

The	Company	has	exposure	to	the	prices	of	commodities	in	its	procurement	of	certain	raw	materials.	The	Company	manages	its	exposure primarily	through	the	use	of	long-term	supply	agreements	and	derivative	instruments.	The	Company	regularly	assesses	its	practice	of	purchasing	a portion	of	its	commodity	requirements	forward	and	utilization	of	other	raw	material	hedging	instruments,	in	addition	to	forward	purchase contracts,	in	accordance	with	changes	in	market	conditions.	Forward	purchases	and	swap	contracts	for	raw	materials	are	principally	settled	through actual	delivery	of	the	physical	commodity.	For	qualifying	contracts,	the	Company	has	elected	to	apply	the	normal	purchases	and	normal	sales exception	of	FASB	ASC	Topic	815,	as	it	was	probable	at	the	inception	and	throughout	the	term	of	the	contract	that	they	would	not	settle	net	and would	result	in	physical	delivery.	As	such,	realized	gains	and	losses	on	these	contracts	are	included	in	the	cost	of	the	commodity	upon	the settlement	of	the	contract.

In	addition,	the	Company	occasionally	enters	into	financial	derivatives	to	hedge	a	component	of	a	raw	material	or	energy	source.	Typically,	these types	of	transactions	do	not	qualify	for	hedge	accounting.	These	instruments	are	marked	to	market	at	each	reporting	period	and	gains	(losses)	are included	in	Cost	of	sales	in	the	consolidated	statements	of	operations.	The	Company	recognized	no	gain	or	loss	from	these	types	of	contracts during	the	years	ended	December	31,	2009	and	2008	and	less	than	$1	million	during	the	year	ended	December	31,	2007.	As	of	December	31, 2009,	the	Company	did	not	have	any	open	financial	derivative	contracts	for	commodities.

The	following	table	presents	information	regarding	changes	in	the	fair	value	of	the	Company's	derivative	arrangements:

(1)	Amount	represents	reclassification	from	Accumulated	other	comprehensive	income	and	is	classified	as	interest	expense	in	the	consolidated statement	of	operations.

See	Note	23,	Fair	Value	Measurements,	for	additional	information	regarding	the	fair	value	of	the	Company's	derivative	arrangements.

# 23.	 Fair	Value	Measurements

As	discussed	in	Note	2,	the	Company	adopted	certain	provisions	of	FASB	ASC	Topic	820	on	January	1,	2008	and	2009.	FASB	ASC	Topic	820 establishes	a	three-tiered	fair	value	hierarchy	that	prioritizes	inputs	to	valuation	techniques	used	in	fair	value	calculations.	The	three	levels	of inputs	are	defined	as	follows:

FASB	ASC	Topic	820	requires	the	Company	to	maximize	the	use	of	observable	inputs	and	minimize	the	use	of	unobservable	inputs.	If	a	financial instrument	uses	inputs	that	fall	in	different	levels	of	the	hierarchy,	the	instrument	will	be	categorized	based	upon	the	lowest	level	of	input	that	is significant	to	the	fair	value	calculation.

The	Company's	financial	assets	and	liabilities	are	measured	at	fair	value	on	a	recurring	basis	and	include	marketable	securities	and	derivative financial	instruments.	Marketable	securities	include	US	government	and	corporate	bonds,	mortgage-backed	securities	and	equity	securities. Derivative	financial	instruments	include	interest	rate	swaps	and	foreign	currency	forwards	and	swaps.

Marketable	Securities.	Where	possible,	the	Company	utilizes	quoted	prices	in	active	markets	to	measure	debt	and	equity	securities;	such	items	are classified	as	Level	1	in	the	hierarchy	and	include	equity	securities	and	US	government	bonds.	When	quoted	market	prices	for	identical	assets	are unavailable,	varying	valuation	techniques	are	used.	Common	inputs	in	valuing	these	assets	include,	among	others,	benchmark	yields,	issuer spreads,	forward	mortgage-backed	securities	trade	prices	and	recently	reported	trades.	Such	assets	are	classified	as	Level	2	in	the	hierarchy	and typically	include	mortgage-backed	securities,	corporate	bonds	and	other	US	government	securities.

Derivative	Financial	Instruments.	Derivative	financial	instruments	are	valued	in	the	market	using	discounted	cash	flow	techniques.	These techniques	incorporate	Level	1	and	Level	2	inputs	such	as	interest	rates	and	foreign	currency	exchange	rates.	These	market	inputs	are	utilized	in the	discounted	cash	flow	calculation	considering	the	instrument's	term,	notional	amount,	discount	rate	and	credit	risk.	Significant	inputs	to	the derivative	valuation	for	interest	rate	swaps	and	foreign	currency	forwards	and	swaps	are	observable	in	the	active	markets	and	are	classified	as Level	2	in	the	hierarchy.

The	following	fair	value	hierarchy	table	presents	information	about	the	Company's	assets	and	liabilities	measured	at	fair	value	on	a	recurring basis:

| US	government	debt	securities | — | 28 | 28 |
| :--- | :--- | :--- | :--- |
| US\tcorporate\tdebt\tsecurities | — | 1 | 1 |
| Equity\tsecurities | 52 | — | 52 |
| Money\tmarket\tdeposits\tand\tother\tsecurities | — | 2 | 2 |
| Derivatives\tnot\tdesignated\tas\thedging\tinstruments |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | 12 | 12(1) |
| Total\tassets\tas\tof\tDecember\t31,\t2009 | 52 | 43 | 95 |
| Derivatives\tdesignated\tas\tcash\tflow\thedging\tinstruments |  |  |  |
| Interest\trate\tswaps | — | (68) | (68)\t(2) |
| Interest\trate\tswaps | — | (44) | (44)\t(3) |
| Derivatives\tnot\tdesignated\tas\thedging\tinstruments |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | (7) | (7)\t(2) |
| Total\tliabilities\tas\tof\tDecember\t31,\t2009 | — | (119) | (119) |
| Marketable\tsecurities |  |  |  |
| US\tgovernment\tdebt\tsecurities | — | 52 | 52 |
| US\tcorporate\tdebt\tsecurities | — | 3 | 3 |
| Equity\tsecurities | 42 | — | 42 |
| Money\tmarket\tdeposits\tand\tother\tsecurities | — | 3 | 3 |
| Derivatives\tnot\tdesignated\tas\thedging\tinstruments |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | 54 | 54\t(1) |
| Total\tassets\tas\tof\tDecember\t31,\t2008 | 42 | 112 | 154 |
| Derivatives\tdesignated\tas\tcash\tflow\thedging\tinstruments |  |  |  |
| Interest\trate\tswaps | — | (42) | (42)\t(2) |
| Interest\trate\tswaps | — | (76) | (76)\t(3) |
| Derivatives\tnot\tdesignated\tas\thedging\tinstruments |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | — | (25) | (25)\t(2) |
| Total\tliabilities\tas\tof\tDecember\t31,\t2008 | — | (143) | (143) |

(1) Included	in	current	Other	assets	in	the	consolidated	balance	sheets.

(2) Included	in	current	Other	liabilities	in	the	consolidated	balance	sheets.

(3) Included	in	noncurrent	Other	liabilities	in	the	consolidated	balance	sheets.

Summarized	below	are	the	carrying	values	and	estimated	fair	values	of	financial	instruments	that	are	not	carried	at	fair	value	on	the	Company's consolidated	balance	sheets:

|  | Carrying | Fair | Carrying | Fair |
| :--- | :--- | :--- | :--- | :--- |
|  | Amount | Value | Amount | Value |
|  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |
| Cost\tinvestments | \t\t\t\t\t183 | \t\t\t\t\t— | \t\t\t\t\t184 | \t\t\t\t\t— |
| Insurance\tcontracts\tin\tnonqualified\tpension\ttrusts | 66 | 66 | 67 | 67 |
| Long-term\tdebt,\tincluding\tcurrent\tinstallments\tof\tlong-term\tdebt | 3,361 | 3,246 | 3,381 | 2,404 |

In	general,	the	cost	investments	included	in	the	table	above	are	not	publicly	traded	and	their	fair	values	are	not	readily	determinable;	however,	the Company	believes	the	carrying	values	approximate	or	are	less	than	the	fair	values.

As	of	December	31,	2009	and	2008,	the	fair	values	of	cash	and	cash	equivalents,	receivables,	trade	payables,	short-term	debt	and	the	current installments	of	long-term	debt	approximate	carrying	values	due	to	the	short-term	nature	of	these	instruments.	These	items	have	been	excluded from	the	table	with	the	exception	of	the	current	installments	of	long-term	debt.	Additionally,	certain	noncurrent	receivables,	principally	insurance recoverables,	are	carried	at	net	realizable	value.

The	fair	value	of	long-term	debt	is	based	on	valuations	from	third-party	banks	and	market	quotations.

# 24.	 Commitments	and	Contingencies

The	Company	is	involved	in	a	number	of	legal	and	regulatory	proceedings,	lawsuits	and	claims	incidental	to	the	normal	conduct	of	business, relating	to	such	matters	as	product	liability,	antitrust,	intellectual	property,	workers'	compensation,	prior	acquisitions	and	divestitures,	past	waste disposal	practices	and	release	of	chemicals	into	the	environment.	While	it	is	impossible	at	this	time	to	determine	with	certainty	the	ultimate outcome	of	these	proceedings,	lawsuits	and	claims,	the	Company	is	actively	defending	those	matters	where	the	Company	is	named	as	a	defendant. Additionally,	the	Company	believes,	based	on	the	advice	of	legal	counsel,	that	adequate	reserves	have	been	made	and	that	the	ultimate	outcomes of	all	such	litigation	and	claims	will	not	have	a	material	adverse	effect	on	the	financial	position	of	the	Company;	however,	the	ultimate	outcome	of any	given	matter	may	have	a	material	impact	on	the	results	of	operations	or	cash	flows	of	the	Company	in	any	given	reporting	period.

CNA	Holdings	LLC.	("CNA	Holdings"),	a	US	subsidiary	of	the	Company,	which	included	the	US	business	now	conducted	by	the	Ticona	business which	is	included	in	the	Advanced	Engineered	Materials	segment,	along	with	Shell	Oil	Company	("Shell"),	E.I.	DuPont	de	Nemours	and Company	("DuPont")	and	others,	has	been	a	defendant	in	a	series	of	lawsuits,	including	a	number	of	class	actions,	alleging	that	plastics manufactured	by	these	companies	that	were	utilized	in	the	production	of	plumbing	systems	for	residential	property	were	defective	or	caused	such plumbing	systems	to	fail.	Based	on,	among	other	things,	the	findings	of	outside	experts	and	the	successful	use	of	Ticona's	acetal	copolymer	in similar	applications,	CNA	Holdings	does	not	believe	Ticona's	acetal	copolymer	was	defective	or	caused	the	plumbing	systems	to	fail.	In	many cases	CNA	Holdings'	potential	future	exposure	may	be	limited	by	invocation	of	the	statute	of	limitations	since	CNA	Holdings	ceased	selling	the resin	for	use	in	the	plumbing	systems	in	site-built	homes	during	1986	and	in	manufactured	homes	during	1990.

In	November	1995,	CNA	Holdings,	DuPont	and	Shell	entered	into	national	class	action	settlements	that	called	for	the	replacement	of	plumbing systems	of	claimants	who	have	had	qualifying	leaks,	as	well	as	reimbursements	for	certain	leak	damage.	In	connection	with	such	settlement,	the three	companies	had	agreed	to	fund	these	replacements	and	reimbursements	up	to	an	aggregate	amount	of	$950	million.	As	of	December	31,	2009, the	aggregate	funding	is	$1,109	million,	due	to	additional	contributions	and	funding	commitments	made	primarily	by	other	parties.

During	the	period	between	1995	and	2001,	CNA	Holdings	was	also	named	as	a	defendant	in	the	following	putative	class	actions:

•				Cox,	et	al.	v.	Hoechst	Celanese	Corporation,	et	al.,	No.	94-0047	(Chancery	Ct.,	Obion	County,	Tennessee)	(class	was	certified).

•				Dilday,	et	al.	v.	Hoechst	Celanese	Corporation,	et	al.,	No.	15187	(Chancery	Ct.,	Weakley	County,	Tennessee).

•				Furlan	v.	Shell	Oil	Company,	et	al.,	No.	C967239	(British	Columbia	Supreme	Court,	Vancouver	Registry,	Canada).

•				Shelter	General	Insurance	Co.,	et	al.	v.	Shell	Oil	Company,	et	al.,	No.	16809	(Chancery	Ct.,	Weakley	County,	Tennessee).

In	addition,	between	1994	and	2008	CNA	Holdings	was	named	as	a	defendant	in	numerous	non-class	actions	filed	in	Arizona,	Florida,	Georgia, Louisiana,	Mississippi,	New	Jersey,	Tennessee	and	Texas,	the	US	Virgin	Islands	and	Canada	of	which	ten	are	currently	pending.	In	all	of	these actions,	the	plaintiffs	have	sought	recovery	for	alleged	damages	caused	by	leaking	polybutylene	plumbing.	Damage	amounts	have	generally	not been	specified	but	these	cases	generally	do	not	involve	(either	individually	or	in	the	aggregate)	a	large	number	of	homes.

As	of	December	31,	2009,	the	Company	had	remaining	accruals	of	$55	million,	of	which	$1	million	is	included	in	current	Other	liabilities	in	the consolidated	balance	sheets.	As	of	December	31,	2008,	the	Company	had	remaining	accruals	of	$64	million,	of	which	$2	million	was	included	in current	Other	liabilities	in	the	consolidated	balance	sheets.

The	Company	reached	settlements	with	CNA	Holdings'	insurers	specifying	their	responsibility	for	these	claims.	During	the	year	ended December	31,	2007,	the	Company	received	$23	million	of	insurance	proceeds	from	various	CNA	Holdings'	insurers	as	full	satisfaction	for	their responsibility	for	these	claims.	During	the	year	ended	December	31,	2008,	the	Company	received	less	than	$1	million	from	insurers.	During	the year	ended	December	31,	2009,	the	Company	recognized	a	$9	million	decrease	in	legal	reserves	for	plumbing	claims	due	to	the	Company's ongoing	assessment	of	the	likely	outcome	of	the	plumbing	actions	and	the	expiration	of	the	statute	of	limitation.

# Plumbing	Insurance	Indemnifications

Celanese	GmbH	entered	into	agreements	with	insurance	companies	related	to	product	liability	settlements	associated	with	Celcon®	plumbing claims.	These	agreements,	except	those	with	insolvent	insurance	companies,	require	the	Company	to	indemnify	and/or	defend	these	insurance companies	in	the	event	that	third	parties	seek	additional	monies	for	matters	released	in	these	agreements.	The	indemnifications	in	these	agreements do	not	provide	for	time	limitations.

In	certain	of	the	agreements,	Celanese	GmbH	received	a	fixed	settlement	amount.	The	indemnities	under	these	agreements	generally	are	limited	to, but	in	some	cases	are	greater	than,	the	amount	received	in	settlement	from	the	insurance	company.	The	maximum	exposure	under	these indemnifications	is	$95	million.	Other	settlement	agreements	have	no	stated	limits.

There	are	other	agreements	whereby	the	settling	insurer	agreed	to	pay	a	fixed	percentage	of	claims	that	relate	to	that	insurer's	policies.	The Company	has	provided	indemnifications	to	the	insurers	for	amounts	paid	in	excess	of	the	settlement	percentage.	These	indemnifications	do	not provide	for	monetary	or	time	limitations.

# Sorbates	Antitrust	Actions

In	May	2002,	the	European	Commission	informed	Hoechst	AG	("Hoechst")	of	its	intent	to	officially	investigate	the	sorbates	industry.	In	early January	2003,	the	European	Commission	served	Hoechst,	Nutrinova,	Inc.,	a	US	subsidiary	of	Nutrinova	Nutrition	Specialties	&	Food	Ingredients GmbH	and	previously	a	wholly	owned	subsidiary	of	Hoechst	("Nutrinova"),	and	a	number	of	competitors	of	Nutrinova	with	a	statement	of objections	alleging	unlawful,	anticompetitive	behavior	affecting	the	European	sorbates	market.	In	October	2003,	the	European	Commission	ruled that	Hoechst,	Chisso	Corporation,	Daicel	Chemical	Industries	Ltd.	("Daicel"),	The	Nippon	Synthetic	Chemical	Industry	Co.	Ltd.	and	Ueno	Fine Chemicals	Industry	Ltd.	operated	a	cartel	in	the	European	sorbates	market	between	1979	and	1996.	The	European	Commission	imposed	a	total fine	of	€138	million	on	such	companies,	of	which	€99	million	was	assessed	against	Hoechst	and	its	legal	successors.	The	case	against	Nutrinova was	closed.	Pursuant	to	the	Demerger	Agreement	with	Hoechst,	Celanese	GmbH	was	assigned	the	obligation	related	to	the	sorbates	antitrust matter;	however,	Hoechst,	and	its	legal	successors,	agreed	to	indemnify	Celanese	GmbH	for	80%	of	any	costs	Celanese	GmbH	incurred	relative	to this	matter.	Accordingly,	Celanese	GmbH

recognized	a	receivable	from	Hoechst	from	this	indemnification.	In	June	2008,	the	Court	of	First	Instance	of	the	European	Communities	(Fifth Chamber)	reduced	the	fine	against	Hoechst	to	€74.25	million	and	in	July	2008,	Hoechst	paid	the	€74.25	million	fine.	In	August	2008,	the Company	paid	Hoechst	€17	million,	including	interest	of	€2	million,	in	satisfaction	of	its	20%	obligation	with	respect	to	the	fine.

Based	on	the	advice	of	external	counsel	and	a	review	of	the	existing	facts	and	circumstances	relating	to	the	sorbates	antitrust	matters,	including	the settlement	of	the	European	Union's	investigation,	as	well	as	civil	claims	filed	and	settled,	the	Company	released	its	accruals	related	to	the	settled sorbates	antitrust	matters	and	the	indemnification	receivables	resulting	in	a	gain	of	$8	million,	net,	included	in	Other	(charges)	gains,	net,	in	the consolidated	statements	of	operations	for	the	year	ended	December	31,	2008.

In	addition,	in	2004	a	civil	antitrust	action	styled	Freeman	Industries	LLC	v.	Eastman	Chemical	Co.,	et.	al.	was	filed	against	Hoechst	and Nutrinova,	Inc.	in	the	Law	Court	for	Sullivan	County	in	Kingsport,	Tennessee.	The	plaintiff	sought	monetary	damages	and	other	relief	for	alleged conduct	involving	the	sorbates	industry.	The	trial	court	dismissed	the	plaintiff's	claims	and	upon	appeal	the	Supreme	Court	of	Tennessee	affirmed the	dismissal	of	the	plaintiff's	claims.	In	December	2005,	the	plaintiff	lost	an	attempt	to	amend	its	complaint	and	the	entire	action	was	dismissed with	prejudice.	Plaintiff's	counsel	subsequently	filed	a	new	complaint	with	new	class	representatives	in	the	District	Court	of	the	District	of Tennessee.	The	Company's	motion	to	strike	the	class	allegations	was	granted	in	April	2008	and	the	plaintiff's	request	to	appeal	the	ruling	remains pending.

# Polyester	Staple	Antitrust	Litigation

CNA	Holdings,	the	successor	in	interest	to	Hoechst	Celanese	Corporation	("HCC"),	Celanese	Americas	Corporation	and	Celanese	GmbH (collectively,	the	"Celanese	Entities")	and	Hoechst,	the	former	parent	of	HCC,	were	named	as	defendants	in	two	actions	(involving	25	individual participants)	filed	in	September	2006	by	US	purchasers	of	polyester	staple	fibers	manufactured	and	sold	by	HCC.	The	actions	allege	that	the defendants	participated	in	a	conspiracy	to	fix	prices,	rig	bids	and	allocate	customers	of	polyester	staple	sold	in	the	United	States.	These	actions were	consolidated	in	a	proceeding	by	a	Multi-District	Litigation	Panel	in	the	United	States	District	Court	for	the	Western	District	of	North Carolina	styled	In	re	Polyester	Staple	Antitrust	Litigation,	MDL	1516.	On	June	12,	2008	the	court	dismissed	these	actions	against	all	Celanese Entities	in	consideration	of	a	payment	by	the	Company	of	$107	million.	This	proceeding	related	to	sales	by	the	polyester	staple	fibers	business which	Hoechst	sold	to	KoSa,	Inc.	in	1998.	Accordingly,	the	impact	of	this	settlement	is	reflected	within	discontinued	operations	in	the consolidated	statements	of	operations.	The	Company	also	previously	entered	into	tolling	arrangements	with	four	other	alleged	US	purchasers	of polyester	staple	fibers	manufactured	and	sold	by	the	Celanese	Entities.	These	purchasers	were	not	included	in	the	settlement	and	one	such company	filed	suit	against	the	Company	in	December	2008	in	the	Western	District	of	North	Carolina	entitled	Milliken	&	Company	v.	CNA Holdings,	Inc.,	Celanese	Americas	Corporation	and	Hoechst	AG	(No.	8-CV-00578).	The	Company	is	actively	defending	this	matter.

In	1998,	HCC	sold	its	polyester	staple	business	as	part	of	the	sale	of	its	Film	&	Fibers	Division	to	KoSa	B.V.,	f/k/a	Arteva	B.V.	and	a	subsidiary of	Koch	Industries,	Inc.	("KoSa").	In	March	2001	the	US	Department	of	Justice	("DOJ")	commenced	an	investigation	of	possible	price	fixing regarding	sales	in	the	US	of	polyester	staple	fibers	after	the	period	the	Celanese	Entities	were	engaged	in	the	polyester	staple	fiber	business.	The Celanese	Entities	were	never	named	in	these	DOJ	actions.	As	a	result	of	the	DOJ	action,	during	August	of	2002,	Arteva	Specialties,	S.a.r.l.,	a subsidiary	of	KoSa,	("Arteva	Specialties")	pled	guilty	to	criminal	violation	of	the	Sherman	Act	related	to	anti-competitive	conduct	occurring	after the	1998	sale	of	the	polyester	staple	fiber	business	and	paid	a	fine	of	$29	million.	In	a	complaint	pending	against	the	Celanese	Entities	and	Hoechst in	the	United	States	District	Court	for	the	Southern	District	of	New	York,	Koch	Industries,	Inc.,	KoSa,	Arteva	Specialties	and	Arteva	Services S.a.r.l.	seek	damages	in	excess	of	$371	million	that	includes	indemnification	for	all	damages	related	to	the	defendants'	alleged	participation	in, and	failure	to	disclose,	the	alleged	conspiracy	during	due	diligence.	The	Company	is	actively	defending	this	matter.

# Acetic	Acid	Patent	Infringement	Matters

On	May	9,	1999,	Celanese	International	Corporation	filed	a	private	criminal	action	styled	Celanese	International	Corporation	v.	China Petrochemical	Development	Corporation	against	China	Petrochemical	Development	Corporation	("CPDC")	in	the	Taiwan	Kaoshiung	District Court	alleging	that	CPDC	infringed	Celanese	International	Corporation's	patent	covering	the	manufacture	of	acetic	acid.	Celanese	International Corporation	also	filed	a	supplementary	civil	brief	that,	in	view	of	changes	in	Taiwanese	patent	laws,	was	subsequently	converted	to	a	civil	action alleging	damages	against	CPDC	based	on	a	period	of	infringement	of	ten	years,	1991-2000,	and	based	on	CPDC's	own	data	that	was	reported	to the	Taiwanese	securities	and	exchange	commission.	Celanese	International	Corporation's	patent	was	held	valid	by	the	Taiwanese	patent	office.	On August	31,	2005,	the	District	Court	held	that	CPDC	infringed	Celanese	International	Corporation's	acetic	acid	patent	and	awarded	Celanese International	Corporation	approximately	$28	million	(plus	interest)	for	the	period	of	1995	through	1999.	In	October	2008,	the	High	Court,	on appeal,	reversed	the	District	Court's	$28	million	award	to	the	Company.	The	Company	appealed	to	the	Superior	Court	in	November	2008,	and	the court	remanded	the	case	to	the	Intellectual	Property	Court	on	June	4,	2009.	On	January	16,	2006,	the	District	Court	awarded	Celanese	International Corporation	$800,000	(plus	interest)	for	the	year	1990.	In	January	2009,	the	High	Court,	on	appeal,	affirmed	the	District	Court's	award	and	CPDC appealed	on	February	5,	2009	to	the	Supreme	Court.	On	June	29,	2007,	the	District	Court	awarded	Celanese	International	Corporation	$60	million (plus	interest)	for	the	period	of	2000	through	2005.	CPDC	appealed	this	ruling	and	on	July	21,	2009,	the	High	Court	ruled	in	CPDC's	favor.	The Company	appealed	to	the	Supreme	Court	and	in	December	2009,	the	case	was	remanded	to	the	Intellectual	Property	Court.

# Asbestos	Claims

As	of	December	31,	2009,	Celanese	Ltd.	and/or	CNA	Holdings,	Inc.,	both	US	subsidiaries	of	the	Company,	are	defendants	in	approximately	526 asbestos	cases.	During	the	year	ended	December	31,	2009,	56	new	cases	were	filed	against	the	Company,	90	cases	were	resolved,	and	1	case	was added	after	further	analysis	by	outside	counsel.	Because	many	of	these	cases	involve	numerous	plaintiffs,	the	Company	is	subject	to	claims significantly	in	excess	of	the	number	of	actual	cases.	The	Company	has	reserves	for	defense	costs	related	to	claims	arising	from	these	matters.	The Company	believes	that	there	is	no	material	exposure	related	to	these	matters.

# Domination	Agreement

On	October	1,	2004,	a	Domination	Agreement	between	Celanese	GmbH	and	the	Purchaser	became	operative.	When	the	Domination	Agreement became	operative,	the	Purchaser	became	obligated	to	offer	to	acquire	all	outstanding	Celanese	GmbH	shares	from	the	minority	shareholders	of Celanese	GmbH	in	return	for	payment	of	fair	cash	compensation.	The	amount	of	this	fair	cash	compensation	was	determined	to	be	€41.92	per share,	plus	interest,	in	accordance	with	applicable	German	law.	Until	the	Squeeze-Out	was	registered	in	the	commercial	register	in	Germany	on December	22,	2006,	any	minority	shareholder	who	elected	not	to	sell	its	shares	to	the	Purchaser	was	entitled	to	remain	a	shareholder	of	Celanese GmbH	and	to	receive	from	the	Purchaser	a	gross	guaranteed	annual	payment	on	its	shares	of	€3.27	per	Celanese	GmbH	share	less	certain corporate	taxes	in	lieu	of	any	dividend.

The	Domination	Agreement	was	terminated	by	the	Purchaser	in	the	ordinary	course	of	business	effective	December	31,	2009.	The	Company's subsidiaries,	CIH	and	Celanese	US,	have	each	agreed	to	provide	the	Purchaser	with	financing	to	strengthen	the	Purchaser's	ability	to	fulfill	its obligations	under,	or	in	connection	with,	the	Domination	Agreement	and	to	ensure	that	the	Purchaser	will	perform	all	of	its	obligations	under,	or	in connection	with,	the	Domination	Agreement	when	such	obligations	become	due,	including,	without	limitation,	the	obligation	to	compensate Celanese	GmbH	for	any	statutory	annual	loss	incurred	by	Celanese	GmbH	during	the	term	of	the	Domination	Agreement.	If	CIH	and/or	Celanese US	are	obligated	to	make	payments	under	such	guarantees	or	other	security	to	the	Purchaser,	the	Company	may	not	have	sufficient	funds	for payments	on	its	indebtedness	when	due.	The	Company	has	not	had	to	compensate	Celanese	GmbH	for	an	annual	loss	for	any	period	during	which the	Domination	Agreement	has	been	in	effect.	Due	to	the	termination	of	the	Domination	Agreement	there	will	be	no	obligation	by	the	Purchaser	to compensate	Celanese	GmbH	for	any	losses	incurred	after	December	31,	2009.

# Award	Proceedings	in	relation	to	Domination	Agreement	and	Squeeze	Out

The	amounts	of	the	fair	cash	compensation	and	of	the	guaranteed	annual	payment	offered	under	the	Domination	Agreement	as	well	as	the Squeeze-Out	compensation	are	under	court	review	in	two	separate	special	award	proceedings.	The	amounts	of	the	fair	cash	compensation	and	of the	guaranteed	annual	payment	offered	under	the	Domination	Agreement	may	be	increased	in	special	award	proceedings	initiated	by	minority shareholders,	which	may	further	reduce	the	funds	the	Purchaser	can	otherwise	make	available	to	the	Company.	As	of	March	30,	2005,	several minority	shareholders	of	Celanese	GmbH	had	initiated	special	award	proceedings	seeking	the	court's	review	of	the	amounts	of	the	fair	cash compensation	and	of	the	guaranteed	annual	payment	offered	under	the	Domination	Agreement.	As	a	result	of	these	proceedings,	the	amount	of	the fair	cash	consideration	and	the	guaranteed	annual	payment	offered	under	the	Domination	Agreement	could	be	increased	by	the	court	so	that	all minority	shareholders,	including	those	who	have	already	tendered	their	shares	into	the	mandatory	offer	and	have	received	the	fair	cash compensation	could	claim	the	respective	higher	amounts.	The	court	dismissed	all	of	these	proceedings	in	March	2005	on	the	grounds	of inadmissibility.	Thirty-three	plaintiffs	appealed	the	dismissal,	and	in	January	2006,	twenty-three	of	these	appeals	were	granted	by	the	court.	They were	remanded	back	to	the	court	of	first	instance,	where	the	valuation	will	be	further	reviewed.	On	December	12,	2006,	the	court	of	first	instance appointed	an	expert	to	help	determine	the	value	of	Celanese	GmbH.	In	the	first	quarter	of	2007,	certain	minority	shareholders	that	received	€66.99 per	share	as	fair	cash	compensation	also	filed	award	proceedings	challenging	the	amount	they	received	as	fair	cash	compensation.

The	Company	received	applications	for	the	commencement	of	award	proceedings	filed	by	79	shareholders	against	the	Purchaser	with	the	Frankfurt District	Court	requesting	the	court	to	set	a	higher	amount	for	the	Squeeze-Out	compensation.	The	motions	are	based	on	various	alleged shortcomings	and	mistakes	in	the	valuation	of	Celanese	GmbH	done	for	purposes	of	the	Squeeze-Out.	On	May	11,	2007,	the	court	of	first	instance appointed	a	common	representative	for	those	shareholders	that	have	not	filed	an	application	on	their	own.

Should	the	court	set	a	higher	value	for	the	Squeeze-Out	compensation,	former	Celanese	GmbH	shareholders	who	ceased	to	be	shareholders	of Celanese	GmbH	due	to	the	Squeeze-Out	are	entitled,	pursuant	to	a	settlement	agreement	between	the	Purchaser	and	certain	former	Celanese GmbH	shareholders,	to	claim	for	their	shares	the	higher	of	the	compensation	amounts	determined	by	the	court	in	these	different	proceedings. Payments	these	shareholders	already	received	as	compensation	for	their	shares	will	be	offset	so	that	those	shareholders	who	ceased	to	be shareholders	of	Celanese	GmbH	due	to	the	Squeeze-Out	are	not	entitled	to	more	than	the	higher	of	the	amount	set	in	the	two	court	proceedings.

# Guarantees

The	Company	has	agreed	to	guarantee	or	indemnify	third	parties	for	environmental	and	other	liabilities	pursuant	to	a	variety	of	agreements, including	asset	and	business	divestiture	agreements,	leases,	settlement	agreements	and	various	agreements	with	affiliated	companies.	Although many	of	these	obligations	contain	monetary	and/or	time	limitations,	others	do	not	provide	such	limitations.

As	indemnification	obligations	often	depend	on	the	occurrence	of	unpredictable	future	events,	the	future	costs	associated	with	them	cannot	be determined	at	this	time.

The	Company	has	accrued	for	all	probable	and	reasonably	estimable	losses	associated	with	all	known	matters	or	claims	that	have	been	brought	to its	attention.	These	known	obligations	include	the	following:

# •	Demerger	Obligations

The	Company	has	obligations	to	indemnify	Hoechst,	and	its	legal	successors,	for	various	liabilities	under	the	Demerger	Agreement,	including	for environmental	liabilities	associated	with	contamination	arising	under	19	divestiture	agreements	entered	into	by	Hoechst	prior	to	the	demerger.

The	Company's	obligation	to	indemnify	Hoechst,	and	its	legal	successors,	is	subject	to	the	following	thresholds:

•				The	Company	will	indemnify	Hoechst,	and	its	legal	successors,	against	those	liabilities	up	to	€250	million;

•				Hoechst,	and	its	legal	successors,	will	bear	those	liabilities	exceeding	€250	million,	however	the	Company	will	reimburse	Hoechst,	and	its legal	successors,	for	one-third	of	those	liabilities	for	amounts	that	exceed	€750	million	in	the	aggregate.

The	aggregate	maximum	amount	of	environmental	indemnifications	under	the	remaining	divestiture	agreements	that	provide	for	monetary	limits	is approximately	€750	million.	Three	of	the	divestiture	agreements	do	not	provide	for	monetary	limits.

Based	on	the	estimate	of	the	probability	of	loss	under	this	indemnification,	the	Company	had	reserves	of	$32	million	and	$27	million	as	of December	31,	2009	and	2008,	respectively,	for	this	contingency.	Where	the	Company	is	unable	to	reasonably	determine	the	probability	of	loss	or estimate	such	loss	under	an	indemnification,	the	Company	has	not	recognized	any	related	liabilities.

The	Company	has	also	undertaken	in	the	Demerger	Agreement	to	indemnify	Hoechst	and	its	legal	successors	for	liabilities	that	Hoechst	is required	to	discharge,	including	tax	liabilities,	which	are	associated	with	businesses	that	were	included	in	the	demerger	but	were	not	demerged	due to	legal	restrictions	on	the	transfers	of	such	items.	These	indemnities	do	not	provide	for	any	monetary	or	time	limitations.	The	Company	has	not provided	for	any	reserves	associated	with	this	indemnification	as	it	is	not	probable	or	estimable.	The	Company	has	not	made	any	payments	to Hoechst	or	its	legal	successors	during	the	years	ended	December	31,	2009	and	2008,	respectively,	in	connection	with	this	indemnification.

# •	Divestiture	Obligations

The	Company	and	its	predecessor	companies	agreed	to	indemnify	third-party	purchasers	of	former	businesses	and	assets	for	various	pre-closing conditions,	as	well	as	for	breaches	of	representations,	warranties	and	covenants.	Such	liabilities	also	include	environmental	liability,	product liability,	antitrust	and	other	liabilities.	These	indemnifications	and	guarantees	represent	standard	contractual	terms	associated	with	typical divestiture	agreements	and,	other	than	environmental	liabilities,	the	Company	does	not	believe	that	they	expose	the	Company	to	any	significant risk.	As	of	December	31,	2009	and	2008,	the	Company	has	reserves	in	the	aggregate	of	$32	million	and	$33	million,	respectively,	for	these matters.

The	Company	has	divested	numerous	businesses,	investments	and	facilities	through	agreements	containing	indemnifications	or	guarantees	to	the purchasers.	Many	of	the	obligations	contain	monetary	and/or	time	limitations,	ranging	from	one	year	to	thirty	years.	The	aggregate	amount	of guarantees	provided	for	under	these	agreements	is	approximately	$1.9	billion	as	of	December	31,	2009.	Other	agreements	do	not	provide	for	any monetary	or	time	limitations.

# Purchase	Obligations

In	the	normal	course	of	business,	the	Company	enters	into	commitments	to	purchase	goods	and	services	over	a	fixed	period	of	time.	The	Company maintains	a	number	of	"take-or-pay"	contracts	for	purchases	of	raw	materials	and	utilities.	As	of	December	31,	2009,	there	were	outstanding	future commitments	of	$1,626	million	under	take-or-pay	contracts.	The	Company	recognized	$17	million	of	losses	related	to	take-or-pay	contract termination	costs	for	the	year	ended	December	31,	2009	related	to	the	Company's	Pardies,	France	Project	of	Closure	(see	Note	18).	The	Company does	not	expect	to	incur	any	material	losses	under	take-or-pay	contractual	arrangements	unrelated	to	the	Pardies,	France	Project	of	Closure. Additionally,	as	of	December	31,	2009,	there	were	other	outstanding	commitments	of	$713	million	representing	maintenance	and	service agreements,	energy	and	utility	agreements,	consulting	contracts	and	software	agreements.

# 25.	 Supplemental	Cash	Flow	Information

The	following	table	represents	supplemental	cash	flow	information	for	cash	and	non-cash	activities:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Taxes,\tnet\tof\trefunds | \t\t\t\t\t17 | \t\t\t\t\t98 | \t\t\t\t\t181 |
| Interest,\tnet\tof\tamounts\tcapitalized | 208 | 259 | 414(1) |
| Noncash\tinvesting\tand\tfinancing\tactivities |  |  |  |
| Fair\tvalue\tadjustment\tto\tsecurities\tavailable\tfor\tsale,\tnet\tof\ttax | (3) | (25) | 17 |
| Capital\tlease\tobligations | 38 | 103 | 80 |
| Accrued\tcapital\texpenditures | (9) | (7) | 18 |
| Asset\tretirement\tobligations | 30 | 8 | 4 |
| Accrued\tTicona\tKelsterbach\tplant\trelocation\tcosts | 22 | 17 | 19 |

(1) Amount	includes	premiums	paid	on	early	redemption	of	debt	and	related	issuance	costs,	net	of	amounts	capitalized,	of	$217	million	for	the year	ended	December	31,	2007.

# 26.	 Business	and	Geographical	Segments

The	Company	operates	through	the	following	business	segments:

The	Company's	Advanced	Engineered	Materials	segment	develops,	produces	and	supplies	a	broad	portfolio	of	high	performance	technical polymers	for	application	in	automotive	and	electronics	products	as	well	as	other	consumer	and	industrial	applications.	The	Company	and	its strategic	affiliates	are	a	leading	participant	in	the	global	technical	polymers	industry.	The	primary	products	of	Advanced	Engineered	Materials	are used	in	a	broad	range	of	products	including	automotive	components,	electronics,	appliances,	industrial	applications,	battery	separators,	conveyor belts,	filtration	equipment,	coatings,	medical	devices,	electrical	and	electronics.

The	Company's	Consumer	Specialties	segment	consists	of	the	Acetate	Products	and	Nutrinova	businesses.	The	Acetate	Products	business primarily	produces	and	supplies	acetate	tow,	which	is	used	in	the	production	of	filter	products.	The	Company	also	produces	acetate	flake	which	is processed	into	acetate	fiber	in	the	form	of	a	tow	band.	The	Company'	Nutrinova	business	produces	and	sells	Sunett®,	a	high	intensity	sweetener, and	food	protection	ingredients,	such	as	sorbates,	for	the	food,	beverage	and	pharmaceuticals	industries.

The	Company's	Industrial	Specialties	segment	includes	the	Emulsions,	PVOH	and	EVA	Performance	Polymers	businesses.	The	Company's Emulsions	business	is	a	global	leader	which	produces	a	broad	product	portfolio,	specializing	in	vinyl	acetate	ethylene	emulsions,	and	is	a recognized	authority	on	low	VOC	(volatile	organic	compounds),	an	environmentally-friendly	technology.	As	a	global	leader,	the	Company's PVOH	business	produced	a	broad	portfolio	of	performance	PVOH	chemicals	engineered	to	meet	specific	customer	requirements.	The	Company's emulsions	and	PVOH	products	are	used	in	a	wide	array	of	applications	including	paints	and	coatings,	adhesives,	building	and	construction,	glass fiber,	textiles	and	paper.	EVA	Performance	Polymers	offers	a	complete	line	of	low-density	polyethylene	and	specialty	ethylene	vinyl	acetate	resins and	compounds.	EVA	Performance	Polymers'	products	are	used	in	many	applications	including	flexible	packaging	films,	lamination	film products,	hot	melt	adhesives,	medical	tubing	and	devices,	automotive	carpet	and	solar	cell	encapsulation	films.

In	July	2009,	the	Company	completed	the	sale	of	its	PVOH	business	to	Sekisui	(Note	4).

The	Company's	Acetyl	Intermediates	segment	produces	and	supplies	acetyl	products,	including	acetic	acid,	VAM,	acetic	anhydride	and	acetate esters.	These	products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings,	medicines	and	more.	Other	chemicals produced	in	this	business	segment	are	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

Other	Activities	primarily	consists	of	corporate	center	costs,	including	financing	and	administrative	activities	such	as	legal,	accounting	and treasury	functions	and	interest	income	or	expense	associated	with	financing	activities	of	the	Company,	and	the	captive	insurance	companies.

The	business	segment	management	reporting	and	controlling	systems	are	based	on	the	same	accounting	policies	as	those	described	in	the	summary of	significant	accounting	policies	in	Note	2.	The	Company	evaluates	performance	based	on	operating	profit,	net	earnings	(loss),	cash	flows	and other	measures	of	financial	performance	reported	in	accordance	with	US	GAAP.

Sales	and	revenues	related	to	transactions	between	business	segments	are	generally	recorded	at	values	that	approximate	third-party	selling	prices.

|  | Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>	 Specialties | Acetyl<br>Intermediates | Other<br>	 Activities | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\t$\tmillions) |  |  |  |
| Year\tended\tDecember\t31,\t2009 |  |  |  |  |  |  |  |
| Net\tsales | \t\t\t\t\t808 | \t\t\t\t\t1,084(1) | \t\t\t\t\t974 | \t\t\t\t\t2,603(1) | \t\t\t\t\t2 | \t\t\t\t\t(389) | \t\t\t\t\t5,082 |
| Other\t(charges)\tgains,\tnet | (18) | (9) | 4 | (91) | (22)(3) | — | (136) |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 27 | 1 | — | 5 | 15 | — | 48 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations |  |  |  |  |  |  |  |
| before\ttax | 62 | 288 | 89 | 144 | (342) | — | 241 |
| Depreciation\tand\tamortization | 73 | 50 | 51 | 123 | 11 | — | 308 |
| Capital\texpenditures | 27 | 50 | 45 | 36 | 9 | — | 167(2) |
| Goodwill\tand\tintangible\tassets | 385 | 299 | 62 | 346 | — | — | 1,092 |
| Total\tassets | 2,211 | 1,083 | 740 | 1,986 | 2,390 | — | 8,410 |
| Year\tended\tDecember\t31,\t2008 |  |  |  |  |  |  |  |
| Net\tsales | 1,061 | 1,155 | 1,406 | 3,875(1) | 2 | (676) | 6,823 |
| Other\t(charges)\tgains,\tnet | (29) | (2) | (3) | (78) | 4 | — | (108) |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 37 | — | — | 3 | 14 | — | 54 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations |  |  |  |  |  |  |  |
| before\ttax | 69 | 237 | 47 | 434 | (353) | — | 434 |
| Depreciation\tand\tamortization | 76 | 53 | 62 | 150 | 9 | — | 350 |
| Capital\texpenditures | 55 | 49 | 67 | 86 | 10 | — | 267(2) |
| Goodwill\tand\tintangible\tassets | 398 | 309 | 73 | 363 | — | — | 1,143 |
| Total\tassets | 1,867 | 995 | 903 | 2,197 | 1,204 | — | 7,166 |

(1) Includes	$389	million,	$676	million	and	$660	million	of	intersegment	sales	eliminated	in	consolidation	for	the	years	ended	December	31, 2009,	2008	and	2007,	respectively.

(2) Excludes	expenditures	related	to	the	relocation	of	the	Company's	Ticona	plant	in	Kelsterbach	(Note	29)	and	includes	a	decrease	in	accrued capital	expenditures	of	$9	million	and	$7	million	for	the	years	ended	December	31,	2009	and	2008,	respectively	(see	Note	25).

(3) Includes	$10	million	of	insurance	recoveries	received	from	the	Company's	captive	insurance	companies	related	to	the	Edmonton,	Alberta, Canada	facility	that	eliminates	in	consolidation.

|  | Engineered<br>Materials | Consumer<br>	 Specialties | Industrial<br>	 Specialties | Acetyl<br>Intermediates | Other<br>	 Activities | Eliminations | Consolidated |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\t$\tmillions) |  |  |  |
| Year\tended\tDecember\t31,\t2007 |  |  |  |  |  |  |  |
| Net\tsales | 1,030 | 1,111 | 1,346 | 3,615(1) | 2 | (660) | 6,444 |
| Other\t(charges)\tgains,\tnet | (4) | (4) | (23) | 72 | (99)(3) | — | (58) |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 55 | 3 | — | 6 | 18 | — | 82 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore |  |  |  |  |  |  |  |
| tax | 189 | 235 | 28 | 694 | (699) | — | 447 |
| Depreciation\tand\tamortization | 69 | 51 | 59 | 106 | 6 | — | 291 |
| Capital\texpenditures | 59 | 43 | 63 | 130 | 11 | — | 306(2) |

(3) Includes	$35	million	of	insurance	recoveries	received	from	the	Company's	captive	insurance	companies	related	to	the	Clear	Lake,	Texas facility	(Note	30)	that	eliminates	in	consolidation.

# Geographical	Segments

Revenues	and	noncurrent	assets	are	presented	based	on	the	location	of	the	business.	The	following	table	presents	net	sales	based	on	the	geographic location	of	the	Company's	facilities:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tsales |  |  |  |
| US | \t\t\t\t\t\t1,262 | \t\t\t\t\t\t1,719 | \t\t\t\t\t\t1,754 |
| International | 3,820 | 5,104 | 4,690 |
| Total | 5,082 | 6,823 | 6,444 |
| Significant\tinternational\tnet\tsales\tsources\tinclude |  |  |  |
| Germany | 1,733 | 2,469 | 2,348 |
| China | 460 | 393 | 182 |
| Singapore | 513 | 783 | 762 |
| Belgium | 459 | 478 | 295 |
| Canada | 173 | 276 | 266 |
| Mexico | 277 | 391 | 349 |

The	following	table	presents	property,	plant	and	equipment,	net	based	on	the	geographic	location	of	the	Company's	facilities:

|  | 2009 |  | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Property,\tplant\tand\tequipment,\tnet |  |  |  |
| US | \t\t\t\t\t\t\t\t\t\t\t634 |  | \t\t\t\t\t\t\t\t\t\t\t733 |
| International | 2,163 |  | 1,737 |
| Total | 2,797 |  | 2,470 |
| Significant\tinternational\tproperty,\tplant\tand\tequipment,\tnet\tsources\tinclude |  |  |  |
| Germany | 1,075 |  | 682 |
| China | 516 |  | 493 |
| Singapore | 98 |  | 111 |
| Belgium | 27 |  | 24 |
| Canada | 131 |  | 117 |
| Mexico | 103 |  | 105 |

# 27.	 Transactions	and	Relationships	with	Affiliates	and	Related	Parties

The	Company	is	a	party	to	various	transactions	with	affiliated	companies.	Entities	in	which	the	Company	has	an	investment	accounted	for	under the	cost	or	equity	method	of	accounting,	are	considered	affiliates;	any	transactions	or	balances	with	such	companies	are	considered	affiliate transactions.	The	following	table	represents	the	Company's	transactions	with	affiliates	for	the	periods	presented:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Purchases\tfrom\taffiliates(1)(2) | \t\t\t\t\t\t\t\t\t\t\t143 | \t\t\t\t\t\t\t\t\t\t\t143 | \t\t\t\t\t\t\t\t\t\t\t126 |
| Sales\tto\taffiliates(1) | 6 | 36 | 126 |
| Interest\tincome\tfrom\taffiliates | 1 | 2 | 1 |
| Interest\texpense\tto\taffiliates | 1 | 9 | 7 |

(1) Purchases	and	sales	from/to	affiliates	are	accounted	for	at	prices	which,	in	the	opinion	of	the	Company,	approximate	those	charged	to	third- party	customers	for	similar	goods	or	services.

(2) Primarily	includes	utilities	and	services	purchased	from	InfraServ	Hoechst.

Refer	to	Note	8	for	additional	information	related	to	dividends	received	from	affiliates.

The	following	table	represents	the	Company's	balances	with	affiliates	for	the	periods	presented:

|  | 2009 | 2008 |
| :--- | :--- | :--- |
|  | (In\t$\tmillions) |  |
| Trade\tand\tother\treceivables\tfrom\taffiliates | \t\t\t\t\t\t\t— | \t\t\t\t\t\t\t8 |
| Current\tnotes\treceivable\t(including\tinterest)\tfrom\taffiliates | 12 | 9 |
| Noncurrent\tnotes\treceivable\t(including\tinterest)\tfrom\taffiliates | 7 | 9 |
| Total\treceivables\tfrom\taffiliates | 19 | 26 |
| Accounts\tpayable\tand\tother\tliabilities\tdue\taffiliates | 15 | 18 |
| Short-term\tborrowings\tfrom\taffiliates | 85 | 103 |
| Total\tdue\taffiliates | 100 | 121 |

The	Company	has	agreements	with	certain	affiliates,	primarily	InfraServ	entities,	whereby	excess	affiliate	cash	is	lent	to	and	managed	by	the Company,	at	variable	interest	rates	governed	by	those	agreements.

For	the	year	ended	2007,	the	Company	made	payments	to	the	Advisor	of	$7	million	in	accordance	with	the	sponsor	services	agreement	dated January	26,	2005,	as	amended.	These	payments	were	related	to	the	sale	of	the	oxo	products	and	derivatives	businesses	and	the	acquisition	of	APL (Note	4).

# 28.	 Earnings	(Loss)	Per	Share

|  | 2009 | 2009 | 2008 | 2008 | 2007 | 2007 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Basic | Diluted | Basic | Diluted | Basic | Diluted |
|  |  | (In\t$\tmillions,\texcept\tfor\tshare\tand\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tfor\tshare\tand\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tfor\tshare\tand\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tfor\tshare\tand\tper\tshare\tdata) |  |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 484 | 484 | 372 | 372 | 336 | 336 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 4 | 4 | (90) | (90) | 90 | 90 |
| Net\tearnings\t(loss) | 488 | 488 | 282 | 282 | 426 | 426 |
| Less:\tcumulative\tpreferred\tstock |  |  |  |  |  |  |
| dividend | (10) | — | (10) | — | (10) | — |
| Net\tearnings\t(loss)\tavailable\tto\tcommon\tshareholders | 478 | 488 | 272 | 282 | 416 | 426 |
| Weighted\taverage\tshares\t—\tbasic | 143,688,749 | 143,688,749 | 148,350,273 | 148,350,273 | 154,475,020 | 154,475,020 |
| Dilutive\tstock\toptions |  | 1,167,922 |  | 2,559,268 |  | 4,344,644 |
| Dilutive\trestricted\tstock\tunits |  | 172,246 |  | 504,439 |  | 362,130 |
| Assumed\tconversion\tof\tpreferred\tstock |  | 12,086,604 |  | 12,057,893 |  | 12,046,203 |
| Weighted\taverage\tshares\t—\tdiluted | 143,688,749 | 157,115,521 | 148,350,273 | 163,471,873 | 154,475,020 | 171,227,997 |
| Per\tshare |  |  |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 3.30 | 3.08 | 2.44 | 2.28 | 2.11 | 1.96 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 0.03 | 0.03 | (0.61) | (0.55) | 0.58 | 0.53 |
| Net\tearnings\t(loss) | 3.33 | 3.11 | 1.83 | 1.73 | 2.69 | 2.49 |

The	following	securities	were	not	included	in	the	computation	of	diluted	net	earnings	per	share	as	their	effect	would	have	been	antidilutive:

|  | 2009 | 2008 | 2007 |
| :--- | :--- | :--- | :--- |
| Stock\toptions | \t\t\t\t\t2,433,515 | \t\t\t\t\t2,298,159 | \t\t\t\t\t336,133 |
| Restricted\tstock\tunits | 302,635 | 90,625 | — |
| Total | 2,736,150 | 2,388,784 | 336,133 |

# 29.	 Ticona	Kelsterbach	Plant	Relocation

In	November	2006,	the	Company	finalized	a	settlement	agreement	with	the	Frankfurt,	Germany,	Airport	("Fraport")	to	relocate	the	Kelsterbach, Germany	Ticona	business,	included	in	the	Advanced	Engineered	Materials	segment,	resolving	several	years	of	legal	disputes	related	to	the	planned Fraport	expansion.	As	a	result	of	the	settlement,	the	Company	will	transition	Ticona's	operations	from	Kelsterbach	to	the	Hoechst	Industrial	Park in	the	Rhine	Main	area	in	Germany	by	mid-2011.	Under	the	original	agreement,	Fraport	agreed	to	pay	Ticona	a	total	of	€670	million	over	a	five- year	period	to	offset	the	costs	associated	with	the	transition	of	the	business	from	its	current	location	and	the	closure	of	the	Kelsterbach	plant.	In February	2009,	the	Company	announced	the	Fraport	supervisory	board	approved	the	acceleration	of	the	2009	and	2010	payments	of	€200	million and	€140	million,	respectively,	required	by	the	settlement	agreement	signed	in	June	2007.	In	February	2009,	the	Company	received	a

discounted	amount	of	€322	million	($412	million)	under	this	agreement.	In	addition,	the	Company	received	€59	million	($75	million)	in	value- added	tax	from	Fraport	which	was	remitted	to	the	tax	authorities	in	April	2009.	In	June	2008,	the	Company	received	€200	million	($311	million) from	Fraport	under	this	agreement.	Amounts	received	from	Fraport	are	accounted	for	as	deferred	proceeds	and	are	included	in	noncurrent	Other liabilities	in	the	consolidated	balance	sheets.

Below	is	a	summary	of	the	financial	statement	impact	associated	with	the	Ticona	Kelsterbach	plant	relocation:

|  | Year	Ended	December	31, | Year	Ended	December	31, | Inception	Through |
| :--- | :--- | :--- | :--- |
|  | 2009 | 2008 | December\t31,\t2009 |
|  |  | (In\t$\tmillions) |  |
| Proceeds\treceived\tfrom\tFraport | \t\t\t\t\t412 | \t\t\t\t\t311 | \t\t\t\t\t749 |
| Costs\texpensed | 16 | 12 | 33 |
| Costs\tcapitalized | 373(1) | 202(1) | 616 |

(1) Includes	increase	in	accrued	capital	expenditures	of	$22	million	and	$17	million	for	the	years	ended	December	31,	2009	and	2008, respectively.

# 30. Insurance	Recoveries

In	May	2007,	the	Company	announced	that	it	had	an	unplanned	outage	at	its	Clear	Lake,	Texas	acetic	acid	facility.	At	that	time,	the	Company originally	expected	the	outage	to	last	until	the	end	of	May.	Upon	restart	of	the	facility,	additional	operating	issues	were	identified	which necessitated	an	extension	of	the	outage	for	further,	more	extensive	repairs.	In	July	2007,	the	Company	announced	that	the	further	repairs	were unsuccessful	on	restart	of	the	unit.	All	repairs	were	completed	in	early	August	2007	and	normal	production	capacity	resumed.	During	the	years ended	December	31,	2009	and	2008,	the	Company	recorded	$6	million	and	$38	million,	respectively,	of	insurance	recoveries	from	its	reinsurers	in partial	satisfaction	of	claims	that	the	Company	made	based	on	losses	resulting	from	the	outage.	These	insurances	recoveries	are	included	in	Other (charges)	gains,	net	in	the	consolidated	statements	of	operations	(Note	18).

In	October	2008,	the	Company	declared	force	majeure	on	its	specialty	polymers	products	produced	at	its	EVA	Performance	Polymers	facility	in Edmonton,	Alberta,	Canada	as	a	result	of	certain	events	and	subsequent	cessation	of	production.	The	Company	replaced	damaged	long-lived	assets during	2009.	Any	contingent	liabilities	associated	with	the	outage	may	be	mitigated	by	the	Company's	insurance	policies.

# 31.	 Subsequent	Events

On	January	5,	2010,	the	Company	declared	a	cash	dividend	of	$0.265625	per	share	on	its	Preferred	Stock	amounting	to	$3	million	and	a	cash dividend	of	$0.04	per	share	on	its	Series	A	common	stock	amounting	to	$6	million.	Both	cash	dividends	are	for	the	period	from	November	2,	2009 to	January	31,	2010	and	were	paid	on	February	1,	2010	to	holders	of	record	as	of	January	15,	2010.

On	February	1,	2010,	the	Company	announced	it	would	elect	to	redeem	all	of	the	Company's	9,600,000	outstanding	shares	of	its	Preferred	Stock on	February	22,	2010	("Redemption	Date").	On	that	date,	each	of	the	Preferred	Stock	will	be	redeemed	for	a	number	of	shares	of	the	Company's Series	A	common	stock	equal	to	the	redemption	price	($25.06)	divided	by	97.5%	of	the	average	closing	price	of	the	Company's	Series	A	common stock	for	the	10	trading	days	ending	on	the	fifth	trading	day	prior	to	February	22,	2010.

Holders	of	the	Preferred	Stock	also	have	the	right	to	convert	their	shares	at	any	time	prior	to	5:00	p.m.,	New	York	City	time,	on	February	19, 2010,	the	business	day	immediately	preceding	the	Redemption	Date.	Holders	who	want	to	convert	their	shares	of	Preferred	Stock	must	satisfy	all of	the	requirements	as	defined	in	the	Certificate	of	Designations	prior	to	5:00	p.m.,	New	York	City	time,	in	order	to	effect	conversion	of	their shares	of	Preferred	Stock.	Each	share	of	Preferred	Stock	is	convertible	into	1.2600	shares	of	the	Company's	Series	A	common	stock,	subject	to adjustment	under	certain	circumstances	as	set	forth	in	the	Certificates	of	Designations.

Subsequent	events	have	been	evaluated	through	the	date	of	issuance,	February	12,	2010.

# INDEX	TO	EXHIBITS

Exhibits	will	be	furnished	upon	request	for	a	nominal	fee,	limited	to	reasonable	expenses.

10.5(e) Form	of	Performance-Based	Restricted	Stock	Unit	Agreement	between	Celanese	Corporation	and	award recipient	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on April	3,	2007).

†									Portions	of	this	exhibit	have	been	omitted	pursuant	to	a	request	for	confidential	treatment	filed	with	the	SEC	under	Rule	24b-2	of	the Securities	Exchange	Act	of	19034,	as	amended.	The	omitted	portions	of	this	exhibit	have	been	separately	filed	with	the	SEC.



Question: for the 2010 currency maturities , what would the value be without the euro maturities , in us$ millions?
Calculation:   total_2010_maturities = -677
euro_2010_maturity = 372
answer = total_2010_maturities + euro_2010_maturity
Answer: -305