# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

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

For	the	fiscal	year	ended	December	31,	2013

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

# CELANESE	CORPORATION

(Exact	Name	of	Registrant	as	Specified	in	its	Charter)

Delaware

(State	or	Other	Jurisdiction	of	Incorporation	or	Organization)

222	West	Las	Colinas	Blvd.,	Suite	900N Irving	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

(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	Website,	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.		þ

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):

Large	accelerated	filer		þ

Accelerated	filer		o

Non-accelerated	filer		o

Smaller	reporting	company		o

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	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,	2013	(the	last	business	day	of	the	registrants'	most	recently	completed second	fiscal	quarter)	was	$4,681,520,256.

DOCUMENTS	INCORPORATED	BY	REFERENCE

Certain	portions	of	the	registrant's	Definitive	Proxy	Statement	relating	to	the	2014	annual	meeting	of	stockholders,	to	be	filed	with	the	Securities	and	Exchange	Commission,	are incorporated	by	reference	into	Part	III.

# TABLE	OF	CONTENTS

| Special	Note	Regarding	Forward-Looking	Statements |  | 3 |
| :--- | :--- | :--- |
|  | PART\tI |  |
| Item\t1. | Business | 4 |
| Item\t1A. | Risk\tFactors | 16 |
| Item\t1B. | Unresolved\tStaff\tComments | 25 |
| Item\t2. | Properties | 26 |
| Item\t3. | Legal\tProceedings | 28 |
| Item\t4. | Mine\tSafety\tDisclosures | 28 |
|  | Executive\tOfficers\tof\tthe\tRegistrant | 28 |
|  | PART\tII |  |
| Item\t5. | Market\tfor\tthe\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 30 |
| Item\t6. | Selected\tFinancial\tData | 33 |
| Item\t7. | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 34 |
| 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 | 69 |
| Item\t13. | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 70 |
| Item\t14. | Principal\tAccounting\tFees\tand\tServices | 70 |
|  | PART\tIV |  |
| Item\t15. | Exhibits,\tFinancial\tStatement\tSchedules | 70 |
| Signatures |  | 71 |

# Special	Note	Regarding	Forward-Looking	Statements

Certain	statements	in	this	Annual	Report	on	Form	10-K	("Annual	Report")	or	in	other	materials	we	have	filed	or	will	file	with	the	Securities	and	Exchange	Commission ("SEC"),	and	incorporated	herein	by	reference,	are	forward-looking	in	nature	as	defined	in	Section	27A	of	the	Securities	Act	of	1933,	as	amended,	Section	21E	of	the Securities	Exchange	Act	of	1934,	as	amended,	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,"	"plan,"	"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	rates;	anticipated	capital	spending; environmental	matters;	legal	proceedings;	sources	of	raw	materials	and	exposure	to,	and	effects	of	hedging	of	raw	material	and	energy	costs	and	foreign	currencies; interest	rate	fluctuations;	global	and	regional	economic,	political,	business	and	regulatory	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;	planned	construction	or	operation	of	facilities;	cost	reduction	and	control	efforts	and	targets	and integration	of	acquired	businesses.

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	Annual	Report	and	in	any	other	materials	incorporated	by	reference	herein	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	Annual	Report,	such	as	those	discussed	in	Item	1A.	Risk	Factors,	Item	3.	Legal	Proceedings	and	Item	7.	Management's	Discussion	and	Analysis	of Financial	Condition	and	Results	of	Operations	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	Annual	Report	are	made	as	of	the	date	hereof,	and	the	risk	that	actual	results	will	differ	materially	from	expectations expressed	in	this	Annual	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	includes	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	1A.	Risk	Factors,	Item	3.	Legal	Proceedings	and	Item	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	below,	including	factors	unknown	to	us	and	factors	known	to	us	which	we have	determined	not	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	"Company,"	"we," "our"	and	"us"	refer	to	Celanese	and	its	subsidiaries	on	a	consolidated	basis.	The	term	"Celanese	US"	refers	to	the	Company's	subsidiary,	Celanese	US	Holdings	LLC,	a Delaware	limited	liability	company,	and	not	its	subsidiaries.

# 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	the	Company's	industry	position	in	this	document	are	based	on	information	derived	from,	among	others,	the	2012	IHS	Chemicals	Economics	Handbook.

# Overview

The	Company	is	a	global	technology	and	specialty	materials	company	that	engineers	and	manufactures	a	wide	variety	of	products	essential	to	everyday	living.	As	a recognized	innovator	in	product	and	process	technology	in	the	chemicals	industry,	we	help	to	create	applications	that	meet	the	needs	of	our	customers	worldwide.	We are	a	leading	global	producer	of	high	performance	engineered	polymers	that	are	used	in	a	variety	of	high-value	applications.	We	are	also	one	of	the	world's	largest producers	of	acetyl	products,	which	are	intermediate	chemicals	for	nearly	all	major	industries.

Our	highly-diversified	product	portfolio	serves	a	broad	range	of	end-use	applications	including	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.	Serving	a	diverse	global	customer	base,	our	products	hold	leading	global	positions	in	the	major	product	industries	that	we	serve, supported	by	our	large	global	production	capacity,	operating	efficiencies,	proprietary	production	technology	and	competitive	cost	structures.

Celanese's	history	began	in	1918,	the	year	that	its	predecessor	company,	The	American	Cellulose	&	Chemical	Manufacturing	Company,	was	incorporated.	The	company, which	manufactured	cellulose	acetate,	was	founded	by	Swiss	brothers	Drs.	Camille	and	Henri	Dreyfus.	Since	that	time,	the	Company	has	transformed	into	a	leading global	chemical	company.	The	current	Celanese	was	incorporated	in	2005	under	the	laws	of	the	State	of	Delaware	and	is	a	US-based	public	company	traded	on	the NYSE	under	the	ticker	symbol	CE.

Headquartered	in	Irving,	Texas,	our	operations	are	primarily	located	in	North	America,	Europe	and	Asia	and	consist	of	27	global	production	facilities,	and	an	additional 8	strategic	affiliate	production	facilities.	As	of	December	31,	2013,	we	employed	approximately	7,430	people	worldwide.

Due	to	our	geographic	breadth,	our	net	sales	are	balanced	across	the	global	regions.	See	Note	25	-	Segment	Information	in	the	accompanying	consolidated	financial statements	for	further	details	on	our	sales	by	geographic	location.

# Business	Segment	Overview

We	operate	principally	through	four	business	segments:	Advanced	Engineered	Materials,	Consumer	Specialties,	Industrial	Specialties	and	Acetyl	Intermediates.	See Note	25	-	Segment	Information	in	the	accompanying	consolidated	financial	statements	for	further	details	on	our	business	segments.

The	table	below	illustrates	each	business	segment's	net	sales	to	external	customers	for	the	year	ended	December	31,	2013,	as	well	as	each	business	segment's	major products	and	end-use	applications.

•	Telecommunications

•		Medical	tubing

•	Automotive	parts

•		Plasticizers

•		Esters

•		Solvents

(1) Net	sales	for	Consumer	Specialties	and	Acetyl	Intermediates	exclude	inter-segment	sales	of	$4	million	and	$448	million,	respectively,	for	the	year	ended December	31,	2013.

In	conjunction	with	our	focus	on	the	Celanese	brand	in	2013,	the	names	of	our	businesses	changed	to	engineered	materials	(formerly	Advanced	Engineered	Materials), cellulose	derivatives	(formerly	Acetate	Products),	food	ingredients	(formerly	Nutrinova),	emulsion	polymers	(formerly	Emulsions),	EVA	polymers	(formerly	EVA Performance	Polymers)	and	intermediate	chemistry	(formerly	Acetyl	Intermediates).	There	has	been	no	change	to	the	names	or	composition	of	our	business	segments.

# Business	Segments

# Advanced	Engineered	Materials

Our	Advanced	Engineered	Materials	segment	includes	our	engineered	materials	business,	which	uses	advanced	polymer	technology	to	produce	a	broad	portfolio	of	high performance	specialty	polymers	used	in	a	wide	spectrum	of	applications,	including	automotive,	medical	and	electronics	products,	as	well	as	other	consumer	and industrial	applications.	As	a	performance-driven	solutions	provider,	our	engineered	materials	business	maintains	its	competitive	advantage	with	leading	technical	and application	expertise	that	enables	innovation	and	new	product	development	in	concert	with	its	customers.	By	focusing	on	new	application	development	for	its	product lines,	it	often	creates	custom	formulations	to	satisfy	the	technical	and	processing	requirements	of	its	customers'	applications.	With	a	strong	specification	position,	our engineered	materials	business	is	able	to	build	upon	its	differentiated	polymer	processing	and	material	capability	to	create	sustainable	value	for	its	high	performance polymers.	This	business	segment	also	includes	four	strategic	affiliates	that	complement	our	global	reach,	improve	our	ability	to	capture	growth	opportunities	in emerging	economies	and	position	us	as	a	leading	participant	in	the	global	specialty	polymers	industry.	Together	with	our	strategic	affiliates,	our	engineered	materials business	is	a	leading	participant	in	the	global	specialty	polymers	industry.

Our	specialty	polymers	have	chemical	and	physical	properties	that	enable	them	to	perform	in	a	variety	of	conditions.	These	include	enduring	elevated	temperatures, resisting	adverse	chemical	interactions	with	solvents	and	withstanding	deformation.	POM,	PBT	and	LFT	are	used	in	a	broad	range	of	performance-demanding applications	including	automotive	components,	medical	devices,	electronics,	appliances	and	industrial	applications.	GUR®	ultra-high	molecular	weight	polyethylene	is used	in	battery	separators,	conveyor	belts,	filtration	equipment,	coatings	and	medical	devices.	Primary	end	uses	for	LCP	are	electrical	and	electronics	applications	or products.	These	value-added	applications	in	diverse	end-uses	support	the	business'	global	growth	trends.

Value-in-use	pricing	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.

Our	engineered	materials	business	has	polymerization,	compounding	and	research	and	technology	centers	in	Brazil,	China,	Germany	and	the	US.	In	2010,	we announced	the	construction	of	a	new	50,000	ton	POM	manufacturing	facility	in	Saudi	Arabia	through	our	Ibn	Sina	affiliate.	This	facility	is	expected	to	be	operational	in 2016.	In	2011,	we	opened	a	state-of-the	art	POM	production	facility	in	Frankfurt	Hoechst	Industrial	Park,	Germany.	This	POM	facility	is	the	world's	largest	and	is expected	to	meet	the	increased	global	demand	for	innovative	specialty	solutions	in	polymer-based	products.

# •Key	Products

POM.	Polyoxymethylene,	also	commonly	known	as	polyacetal	in	the	chemical	industry,	is	sold	by	our	engineered	materials	business	under	the	trademarks	Celcon®	and Hostaform®.	POM	is	used	for	mechanical	parts	in	automotive	applications,	including	fuel	system	components,	and	in	electrical,	medical	and	consumer	applications	such as	drug	delivery	systems	and	gears	for	large	appliances.	Polyplastics	Co.,	Ltd.,	our	45%-owned	strategic	affiliate	("Polyplastics"),	and	Korea	Engineering	Plastics	Co., Ltd.,	our	50%-owned	strategic	affiliate	("KEPCO"),	also	manufacture	POM	and	other	engineering	resins	in	the	Asia-Pacific	region.

The	primary	raw	material	for	POM	is	formaldehyde,	which	is	manufactured	from	methanol.	Our	engineered	materials	business	sources	formaldehyde	in	the	US	from	our intermediate	chemistry	business	and	manufactures	formaldehyde	in	Germany	from	purchased	methanol.

Ultra-high	molecular	weight	polyethylene.	Our	ultra-high	molecular	weight	polyethylene	products,	sold	under	the	trademark	GUR®,	are	highly	engineered	materials designed	for	heavy-duty	industrial	and	automotive	applications.	They	are	used	in	items	such	as	industrial	conveyor	belts,	car	battery	separator	panels,	as	well	as	specialty medical	and	consumer	applications,	such	as	sports	prostheses	and	equipment.	GUR®	ultra-high	molecular	weight	polyethylene	micro	powder	grades	are	used	for	high- performance	filters,	membranes,	diagnostic	devices,	coatings	and	additives	for	thermoplastics	and	elastomers.	High	tenacity	fibers	based	on	GUR®	ultra-high	molecular weight	polyethylene	are	also	used	in	protective	ballistic	applications.	The	primary	raw	material	for	GUR®	ultra-high	molecular	weight	polyethylene	is	ethylene.

Polyesters.	Our	products	include	a	series	of	thermoplastic	polyesters	including	Celanex®	PBT,	Celanex®	PET	(polyethylene	terephthalate),	Thermx®	PCT (polycyclohexylene-dimethylene	terephthalate)	and	Vandar®,	as	well	as	Riteflex®,	a	thermoplastic	polyester	elastomer.	They	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.

LFT.	Celstran®,	Compel®	and	Factor®	are	long-fiber	reinforced	thermoplastics	that	impart	extra	strength	and	stiffness,	making	them	more	suitable	for	larger	parts	than conventional	thermoplastics.	Both	products	are	used	in	automotive,	transportation	and	industrial	applications,	such	as	instrument	panels,	consoles	and	front	end	modules. The	primary	raw	materials	for	LFT	include	polypropylene	and	a	variety	of	fibers	such	as	glass,	stainless	steel	and	carbon.

LCP.	Liquid	crystal	polymers,	such	as	Thermx®,	Vectra®	and	Zenite®,	are	primarily	used	in	electrical	and	electronics	applications	for	precision	parts	with	thin	walls	and complex	shapes.	They	are	also	used	in	high	heat	cookware	applications.	Raw	materials	for	LCP	include	acetic	anhydride,	which	is	sourced	from	our	Acetyl Intermediates	segment,	and	monomers	such	as	hydroxybenzoic	acid.

# •Geographic

# Regions

Net	sales	by	destination	for	the	Advanced	Engineered	Materials	segment	by	geographic	region	are	as	follows:

|  |  | 2013 |  | 2012 | 2012 |  | 2011 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |  |
| North\tAmerica | 487 |  | 36% | 460 | 36% | 443 |  | 34% |
| Europe\tand\tAfrica | 562 |  | 41% | 527 | 42% | 623 |  | 48% |
| Asia-Pacific | 251 |  | 19% | 224 | 18% | 188 |  | 15% |
| South\tAmerica | 52 |  | 4% | 50 | 4% | 44 |  | 3% |
| Total | 1,352 |  | 100% | 1,261 | 100% | 1,298 |  | 100% |

# •Customers

Advanced	Engineered	Materials'	principal	customers	are	original	equipment	manufacturers	and	their	suppliers	serving	the	automotive,	industrial,	consumer	and	medical industries.	By	collaborating	with	its	customers,	our	engineered	materials	business	assists	in	developing	and	improving	specialized	applications	and	systems	and	offers customers	global	solutions.	Our	engineered	materials	business	has	long-standing	relationships	and	multi-year	arrangements	with	many	of	its	major	customers	and utilizes	distribution	partners	to	expand	its	customer	base.

# •Competition

Advanced	Engineered	Materials'	principal	competitors	include	BASF	SE,	E.	I.	du	Pont	de	Nemours	and	Company,	DSM	N.V.,	SABIC	Innovative	Plastics	and	Solvay S.A.	Other	regional	competitors	include	Asahi	Kasei	Corporation,	Mitsubishi	Gas	Chemical	Company,	Inc.,	Chevron	Phillips	Chemical	Company,	L.P.,	Braskem	S.A., Lanxess	AG,	Teijin	Limited,	Sumitomo	Corporation	and	Toray	Industries,	Inc.

# Consumer	Specialties

The	Consumer	Specialties	segment	includes	our	cellulose	derivatives	and	food	ingredients	businesses,	which	serve	consumer-driven	applications.	These	businesses deliver	growth	primarily	through	manufacturing	productivity,	geographic	expansions	and	targeting	high-value	opportunities	in	diverse	applications,	and	generally	are not	dependent	on	gross	domestic	product.

Our	cellulose	derivatives	business	is	a	leading	global	producer	and	supplier	of	acetate	flake,	acetate	film	and	acetate	tow,	primarily	used	in	filter	products	applications. We	also	hold	an	approximately	30%	ownership	interest	in	three	separate	ventures	in	China	that	produce	acetate	flake	and	acetate	tow.	China	National	Tobacco Corporation,	a	Chinese	state-owned	tobacco	entity,	has	been	our	venture	partner	for	over	two	decades	and	has	driven	successful	growth	in	our	cellulose	derivatives business.

During	2012,	the	Company	introduced	CelFX™	matrix	technology,	which	redefines	tobacco	filtration	performance,	enabling	unique	product	attributes	and	innovation, such	as	increased	filter	design	flexibility	and	improved	constituent	reduction.	CelFX™	also	supports	a	broad	choice	of	enhancement	additives	and	is	engineered	to	run on	existing	equipment.

Our	cellulose	derivatives	business	has	production	sites	in	Belgium,	Mexico,	the	United	Kingdom	and	the	US,	along	with	sites	at	its	three	cellulose	derivatives	ventures	in China.	In	November	2012,	we	ceased	manufacturing	acetate	tow	and	acetate	flake	at	our	Spondon,	Derby,	United	Kingdom	site.	We	will	continue	to	manufacture	our Clarifoil®	film	at	this	facility.

Our	food	ingredients	business	is	a	leading	international	supplier	of	premium	quality	ingredients	for	the	food	and	beverage	and	pharmaceutical	industries	and	is	one	of	the world's	largest	producers	of	food	protection	ingredients,	such	as	potassium	sorbates	and	sorbic	acid.	The	business	produces	and	sells	Sunett®	(acesulfame	potassium),	a high	intensity	sweetener,	and	the	new	sweetener	system	Qorus™,	which	was	launched	in	2013.	Our	food	ingredients	business'	expertise	is	based	on	more	than	sixty years	of	experience	in	developing	and	marketing	specialty	ingredients	to	the	food	and	beverage	and	pharmaceutical	industries.	While	this	business	has	traditionally focused	on	providing	low	calorie	sweeteners	in	the	beverage	industry,	it	continues	to	target	high-value	opportunities	in	more	diverse	applications	such	as	oral	hygiene, pharmaceuticals,	dairy	and	cereals.

Our	food	ingredients	business	has	a	production	facility	in	Germany,	with	sales	and	distribution	facilities	in	all	major	regions	of	the	world.

Acetate	flake,	acetate	tow	and	acetate	film.	Acetate	tow	is	a	fiber	used	primarily	in	cigarette	filters.	In	order	to	produce	acetate	tow,	we	first	produce	acetate	flake	by processing	wood	pulp	with	acetic	acid	and	acetic	anhydride.	Wood	pulp	generally	comes	from	reforested	trees	and	is	purchased	externally	from	a	variety	of	sources,	and acetic	anhydride	is	an	intermediate	chemical	that	we	produce	from	acetic	acid.	The	acetate	flake	is	then	further	processed	into	acetate	tow.	Acetate	flake	can	also	be solvent	cast	to	create	a	film,	which	is	primarily	used	in	packaging	for	food	and	high-end	luxury	goods.

Sunett®	sweetener.	Acesulfame	potassium,	a	high	intensity	sweetener	sold	under	the	trademark	Sunett®,	is	used	in	a	variety	of	beverages,	confections	and	dairy	products throughout	the	world.	Sunett®	sweetener	is	the	ideal	blending	partner	for	caloric	and	non-caloric	sweeteners	and	is	recognized	for	its	consistent	product	quality	and reliable	supply.	The	primary	raw	material	for	Sunett	is	diketene,	which	is	derived	from	acetic	acid.

Qorus™	sweetener	system.	Qorus™	was	introduced	in	2013	to	assist	food	and	beverage	formulators	in	achieving	their	unique	taste	profile.	This	product	enables	the manufacturer	to	balance	taste,	without	the	need	to	mask	certain	notes,	and	ultimately	delight	the	consumer	with	a	pure,	authentic	taste.	The	Qorus™	sweetener	system	is designed	for	low-	to	no-calorie	carbonated	and	non-carbonated	beverages,	flavored	waters,	energy	drinks,	milk	and	dairy	products.

Food	protection	ingredients.	Our	food	protection	ingredients,	potassium	sorbate	and	sorbic	acid	(together	"sorbates"),	are	mainly	used	in	foods,	beverages	and	personal care	products.	Sorbates	pricing	is	extremely	sensitive	to	demand	and	industry	capacity	and	is	not	necessarily	dependent	on	the	cost	of	raw	materials.	The	primary	raw materials	for	sorbates	are	acetic	acid,	ethylene	and	potassium	hydroxide.

Net	sales	by	destination	for	the	Consumer	Specialties	segment	by	geographic	region	are	as	follows:

|  | 2013 | 2013 | 2012 | 2012 | 2011 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 200 | 16% | 200 | 17% | 180 | 16% |
| Europe\tand\tAfrica | 460 | 38% | 464 | 39% | 459 | 40% |
| Asia-Pacific | 483 | 40% | 452 | 38% | 456 | 39% |
| South\tAmerica | 67 | 6% | 66 | 6% | 63 | 5% |
| Total(1) | 1,210 | 100% | 1,182 | 100% | 1,158 | 100% |

Acetate	tow	is	sold	principally	to	the	major	tobacco	companies	that	account	for	a	majority	of	worldwide	cigarette	production.	Contracts	with	most	of	our	customers	are generally	entered	into	on	an	annual	basis.

Customers	of	Clarifoil®	include	printers,	carton	manufacturers,	retailers,	packaging	buyers,	publishers	and	designers.

Our	food	ingredients	business	primarily	sells	Sunett®	sweetener	and	Qorus™	sweetener	system	to	a	limited	number	of	large	multinational	and	regional	customers	in	the food	and	beverage	industry	under	long-term	and	annual	contracts.	Food	protection	ingredients	are	primarily	sold	through	regional	distributors	to	small	and	medium	sized customers	and	directly	to	large	multinational	customers	in	the	food	industry.

Our	cellulose	derivatives	business'	principal	competitors	include	Daicel	Corporation,	Eastman	Chemical	Company,	Solvay	S.A.	and	Mitsubishi	Rayon	Co.,	Ltd.

The	principal	competitors	for	Sunett®	sweetener	and	Qorus™	sweetener	system	include	The	NutraSweet	Company,	Ajinomoto	Co.,	Inc.	and	Tate	&	Lyle	PLC.	The principal	competitors	for	sorbates	include	Nantong	Acetic	Acid	Chemical	Co.,	Ltd.	and	Daicel	Corporation.

# Industrial	Specialties

The	Industrial	Specialties	segment,	which	includes	our	emulsion	polymers	and	EVA	polymers	businesses,	is	active	in	every	major	global	industrial	sector	and	serves diverse	industrial	and	consumer	end-use	applications.	These	include	traditional	vinyl-based	end	uses,	such	as	paints	and	coatings	and	adhesives,	as	well	as	other	unique, high-value	end	uses	including	solar	cells	and	medical	applications.

Our	emulsion	polymers	business	is	a	leading	global	producer	of	vinyl	acetate-based	emulsions	and	develops	products	and	application	technologies	to	improve performance,	create	value	and	drive	innovation	in	applications	such	as	paints	and	coatings,	adhesives,	construction,	glass	fiber,	textiles	and	paper.	The	business	has production	facilities	in	major	global	regions	and	is	supported	by	expert	technical	service	regionally.	Our	emulsion	polymers	products	are	sold	under	globally	and regionally	recognized	brands	including	EcoVAE®,	Mowilith®,	Vinamul®,	Celvolit®,	BriteCoat®,	TufCOR®	and	Avicor®.	Our	emulsion	polymers	business	has production	facilities	in	Canada,	China,	Germany,	the	Netherlands,	Spain,	Sweden	and	the	US.

Our	EVA	polymers	business	is	a	leading	North	American	manufacturer	of	a	full	range	of	specialty	EVA	resins	and	compounds	as	well	as	select	grades	of	low-density polyethylene.	Sold	under	the	Ateva®	and	VitalDose®	brands,	these	products	are	used	in	many	applications,	including	flexible	packaging	films,	lamination	film	products, hot	melt	adhesives,	medical	products,	automotive,	carpeting	and	photovoltaic	cells.	Our	EVA	polymers	business	has	a	production	facility	in	Edmonton,	Alberta,	Canada.

The	Industrial	Specialties	segment	builds	on	our	leading	acetyl	technology.	Our	Acetyl	Intermediates	segment	produces	VAM,	a	primary	raw	material	for	our	emulsion polymers	and	EVA	polymers	businesses.	Ethylene,	another	key	raw	material,	is	purchased	externally	from	a	variety	of	sources.

Our	Industrial	Specialties	businesses	have	experienced	significant	growth	in	Asia,	and	we	have	made	investments	to	support	continued	growth	in	the	region.	In	2011,	we doubled	the	VAE	emulsions	capacity	at	our	integrated	chemical	complex	in	Nanjing,	China	to	meet	the	increased	global	demand	for	innovative	specialty	solutions	in vinyl-based	emulsions.

In	addition	to	geographic	growth,	the	Industrial	Specialties	businesses	are	focused	on	innovation	efforts	to	increase	value.	The	business	segment	has	successfully launched	new	innovative	products	and	technologies	in	non-traditional	applications	such	as	medical,	carpet,	textiles	and	paper.

Our	emulsion	polymers	business	produces	conventional	vinyl-	and	acrylate-based	emulsions	and	VAE	emulsions.	Emulsions	are	made	from	VAM,	ethylene,	acrylate esters	and	styrene.	VAE	emulsions	are	a	key	component	of	water-based	architectural	coatings,	adhesives,	non-wovens,	textiles,	glass	fiber	and	other	applications.

Our	EVA	polymers	business	produces	low-density	polyethylene	and	EVA	resins	and	compounds.	EVA	resins	and	compounds	are	produced	in	high-pressure	reactors from	ethylene	and	VAM.

# •Geographic Regions

Net	sales	by	destination	for	the	Industrial	Specialties	segment	by	geographic	region	are	as	follows:

|  | 2013 | 2013 | 2012 | 2012 | 2011 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\t$\tmillions,\texcept\tpercentages) | (in\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 441 | 38% | 475 | 40% | 492 | 40% |
| Europe\tand\tAfrica | 500 | 44% | 483 | 41% | 550 | 45% |
| Asia-Pacific | 199 | 17% | 213 | 18% | 169 | 14% |
| South\tAmerica | 15 | 1% | 13 | 1% | 12 | 1% |
| Total | 1,155 | 100% | 1,184 | 100% | 1,223 | 100% |

Industrial	Specialties'	products	are	sold	to	a	diverse	group	of	regional	and	multinational	customers.	Customers	of	our	emulsion	polymers	business	are	manufacturers	of water-based	paints	and	coatings,	adhesives,	paper,	building	and	construction	products,	glass	fiber,	non-wovens	and	textiles.	Customers	of	our	EVA	polymers	business are	engaged	in	the	manufacture	of	a	variety	of	products,	including	hot	melt	adhesives,	automotive	components,	solar	energy	products,	thermal	laminations,	flexible	and food	packaging	materials,	medical	packaging	and	controlled-release	medical	devices.

Principal	competitors	of	our	emulsion	polymers	business	include	The	Dow	Chemical	Company,	BASF	SE,	Dairen	Chemical	Corporation	and	Wacker	Chemie	AG.

Principal	competitors	of	our	EVA	polymers	business	include	E.	I.	du	Pont	de	Nemours	and	Company,	ExxonMobil	Chemical	and	Arkema.

# Acetyl	Intermediates

Our	Acetyl	Intermediates	segment	includes	our	intermediate	chemistry	business,	which	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	pharmaceuticals.	Our	intermediate chemistry	business	also	produces	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

As	an	industry	leader,	our	intermediate	chemistry	business	has	built	on	its	leading	technology,	advantaged	feedstock	position	and	attractive	competitive	position	to	drive growth.	With	decades	of	experience,	advanced	proprietary	process	technology	and	favorable	capital	and	production	costs,	we	are	a	leading	global	producer	of	acetic	acid and	VAM.	AOPlus®3	technology,	introduced	in	2011,	extends	our	historical	technology	advantage	and	enables	us	to	construct	a	greenfield	acetic	acid	facility	with	a capacity	of	1.8	million	tons	at	a	lower	capital	cost	than	our	competitors.	VAntage®2	technology,	also	introduced	in	2011,	could	increase	VAM	capacity	by	up	to	50%	to meet	growing	customer	demand	globally.	We	believe	our	production	technology	is	among	the	lowest	cost	in	the	industry	and	provides	us	with	global	growth opportunities	through	low	cost	expansions	and	a	cost	advantage	over	our	competitors.	Our	intermediate	chemistry	business	has	production	sites	in	China,	Germany, Mexico,	Singapore	and	the	US.

Building	on	our	acetic	acid	technology	platform,	we	developed	Celanese	TCX®	ethanol	process	technology	to	supply	current	and	prospective	customers	with	ethanol	for industrial	purposes	and	for	other	potential	uses.	Industrial	ethanol	is	used	in	chemical	and	industrial	applications	for	the	manufacture	of	paints,	coatings,	inks	and pharmaceuticals.	This	innovative	process	combines	our	proprietary	and	leading	acetyl	platform	with	advanced	manufacturing	technology	to	produce	ethanol	from hydrocarbon-sourced	feedstocks.

In	2012,	we	completed	construction	of	a	technology	development	unit	for	industrial	ethanol	production	at	our	facility	in	Clear	Lake,	Texas,	which	will	allow	us	to continue	the	advancement	of	our	acetyl	and	TCX®	technologies.	In	2013,	we	completed

modifications	and	enhancements	to	our	existing	integrated	acetyl	facility	in	Nanjing,	China	to	further	advance	our	TCX®	technology.	The	modifications	added approximately	275,000	tons	of	industrial	ethanol	production	capacity.

Acetyl	Products.	Acetyl	products	include	acetic	acid,	VAM,	acetic	anhydride	and	acetaldehyde.	Acetic	acid	is	primarily	used	to	manufacture	VAM,	purified	terephthalic acid	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	can	be	cyclical	in	nature.	The	principal	raw materials	in	these	products	are	carbon	monoxide,	which	we	generally	purchase	under	long-term	contracts,	and	methanol	and	ethylene,	which	we	generally	purchase under	both	long-	and	short-term	contracts.	Generally,	methanol	and	ethylene	are	commodity	products	available	from	a	wide	variety	of	sources,	while	carbon	monoxide is	typically	obtained	from	sources	in	close	proximity.

Sales	from	acetyl	products	amounted	to	32%,	32%	and	34%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2013,	2012	and	2011,	respectively.

Solvents	and	Derivatives.	We	manufacture	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;

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

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

•Other	chemicals,	such	as	crotonaldehyde,	which	are	used	by	our	food	ingredients	business	for	the	production	of	sorbates,	as	well	as	raw	materials	for	the	fragrance and	food	ingredients	industry.

Sales	from	solvents	and	derivatives	products	amounted	to	11%,	11%	and	12%	of	our	consolidated	net	sales	for	the	years	ended	December	31,	2013,	2012	and	2011, respectively.

Net	sales	by	destination	for	the	Acetyl	Intermediates	segment	by	geographic	region	are	as	follows:

|  | 2013 | 2013 | 2012 | 2012 | 2011 | 2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| North\tAmerica | 708 | 25% | 698 | 25% | 717 | 23% |
| Europe\tand\tAfrica | 848 | 30% | 970 | 35% | 1,110 | 36% |
| Asia-Pacific | 1,137 | 41% | 1,026 | 37% | 1,166 | 38% |
| South\tAmerica | 100 | 4% | 97 | 3% | 90 | 3% |
| Total(1) | 2,793 | 100% | 2,791 | 100% | 3,083 | 100% |

Our	intermediate	chemistry	business	sells	its	products	both	directly	to	customers	and	through	distributors.	Acetic	acid,	VAM	and	acetic	anhydride	are	global	businesses and	each	has	several	large	customers,	but	no	individual	customer	comprises	more	than	10%	of	our	consolidated	net	sales.	Generally,	we	supply	these	global	customers under	multi-year	contracts.	Acetic	acid,	VAM	and	acetic	anhydride	customers	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	under	multi-year	contracts	and	on	the	basis	of	long-standing	relationships. Solvents	and	derivatives	customers	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	long-	and short-term	agreements.	Specialty	solvents	are	sold	globally	to	a	wide	variety	of	customers,	primarily	in	the	coatings	and	resins	and	the	specialty	products	industries. These	products	serve	global	regions	in	the	synthetic	lubricant,	agrochemical,	rubber	processing	and	other	specialty	chemical	areas.

Our	principal	competitors	in	the	Acetyl	Intermediates	segment	include	BASF	SE,	BP	PLC,	Chang	Chun	Petrochemical	Co.,	Ltd.,	Daicel	Corporation,	The	Dow Chemical	Company,	Eastman	Chemical	Company,	E.	I.	du	Pont	de	Nemours	and	Company,	LyondellBasell	Industries	N.V.,	Nippon	Gohsei,	Perstorp	Inc.,	Jiangsu	Sopo (Group)	Co.,	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	results	of	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	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	through	the	reduction	of	certain	fees	and	expenses.	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.	Other	Activities	also	includes	the interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and	losses	components	of	our	net	periodic	benefit	cost	for	our	defined	benefit	pension	plans	and	other	post retirement	plans,	which	are	not	allocated	to	our	business	segments.

# Strategic	Affiliates

Our	strategic	affiliates	represent	an	important	component	of	our	strategy	for	accelerated	growth	and	global	expansion.	We	have	a	substantial	portfolio	of	affiliates	in various	regions,	including	Asia-Pacific,	North	America	and	the	Middle	East.	These	affiliates,	some	of	which	date	back	as	far	as	the	1960s,	have	sizeable	operations	and are	significant	within	their	industries.

Our	strategic	affiliates	have	similar	growth	patterns	and	business	models	as	our	core	businesses.	With	shared	characteristics	such	as	products,	applications	and manufacturing	technology,	these	strategic	affiliates	complement	and	extend	our	technology	and	specialty	materials	portfolio.	We	have	historically	entered	into	these investments	to	gain	access	to	local	demand,	minimize	costs	and	accelerate	growth	in	areas	we	believe	have	significant	future	business	potential.	Depending	on	the	level of	investment	and	other	factors,	we	account	for	our	strategic	affiliates	using	either	the	equity	method	or	cost	method	of	accounting.

Our	strategic	affiliates	contribute	substantial	sales,	earnings	and	cash	flows.	During	the	year	ended	December	31,	2013,	our	equity	method	strategic	affiliates	generated combined	sales	of	$3	billion,	resulting	in	our	recording	$148	million	of	equity	in	net	earnings	of	affiliates	and	$121	million	of	dividends	in	the	accompanying consolidated	financial	statements	for	the	year	ended	December	31,	2013.

Our	strategic	affiliates	as	of	December	31,	2013	are	as	follows:

National	Methanol	Company	(Ibn	Sina).	National	Methanol	Company	represents	approximately	1%	of	the	world's	methanol	production	capacity	and	is	one	of	the world's	largest	producers	of	methyl	tertiary-butyl	ether	("MTBE"),	a	gasoline	additive.	Its	production	facilities	are	located	in	Saudi	Arabia.	We	indirectly	own	a	25% interest	in	Ibn	Sina	through	CTE	Petrochemicals	Company,	a	50%/50%	joint	venture	with	Texas	Eastern	Arabian	Corporation	Ltd.	(which	also	indirectly	owns	a	25% interest).	The	remaining	50%	interest	in	Ibn	Sina	is	held	by	the	Saudi	Basic	Industries	Corporation	("SABIC").	SABIC	is	responsible	for	all	product	marketing.	Methanol is	a	key	feedstock	for	POM	production	and	is	produced	by	our	Ibn	Sina	affiliate	which	provides	an	economic	hedge	against	raw	material	costs	in	our	engineered materials	business.

In	April	2010,	we	announced	that	Ibn	Sina	will	construct	a	50,000	ton	POM	production	facility	in	Saudi	Arabia.	The	new	facility	will	supply	POM	to	support	Advanced Engineered	Materials'	accelerated	future	growth	plans	as	well	as	our	venture	partners'	regional	business	development.	Upon	successful	startup	of	the	POM	facility,	our indirect	economic	interest	in	Ibn	Sina	will	increase	from	25%	to	32.5%.	SABIC's	economic	interest	will	remain	unchanged.

Korea	Engineering	Plastics	Co.,	Ltd.	KEPCO	is	the	leading	producer	of	POM	in	South	Korea.	KEPCO	is	a	venture	between	Celanese	Holdings	B.V.	(50%	ownership and	a	wholly-owned	subsidiary	of	Celanese	GmbH),	Mitsubishi	Gas	Chemical	Company,	Inc.	(40%)	and	Mitsubishi	Corporation	(10%).	KEPCO	has	polyacetal production	facilities	in	Ulsan,	South	Korea,	compounding	facilities	for	PBT	and	nylon	in	Pyongtaek,	South	Korea,	and	participates	with	Polyplastics	and	Mitsubishi	Gas Chemical	Company,	Inc.	in	a	world-scale	POM	facility	in	Nantong,	China.

Polyplastics	Co.,	Ltd.	Polyplastics	is	a	leading	supplier	of	engineered	plastics	and	is	a	venture	between	Daicel	Corporation,	Japan	(55%)	and	Ticona	LLC	(45% ownership	and	a	wholly-owned	subsidiary	of	CNA	Holdings	LLC).	Polyplastics	is	a	manufacturer	and/or	marketer	of	POM,	LCP	and	polyphenylene	sulfide	("PPS"), with	principal	production	facilities	located	in	Japan	and	Malaysia.

Fortron	Industries	LLC.	Fortron	is	a	leading	global	producer	of	PPS,	sold	under	the	Fortron®	brand,	which	is	used	in	a	wide	variety	of	automotive	and	other applications,	especially	those	requiring	heat	and/or	chemical	resistance.	Fortron	is	a	limited	liability	company	whose	members	are	Ticona	Fortron	Inc.	(50%	ownership and	a	wholly-owned	subsidiary	of	CNA	Holdings	LLC)	and	Kureha	America	Inc.	(50%	ownership	and	a	wholly-owned	subsidiary	of	Kureha	Corporation	of	Japan). Fortron's	facility	is	located	in	Wilmington,	North	Carolina.	This	venture	combines	the	sales,	marketing,	distribution,	compounding	and	manufacturing	expertise	of Celanese	with	the	PPS	polymer	technology	expertise	of	Kureha.

Cellulose	derivatives	strategic	ventures.	We	hold	ownership	interest	in	three	separate	acetate	flake	and	acetate	tow	production	ventures	in	China	as	follows:	Nantong Cellulose	Fibers	Co.	Ltd.	(31%),	Kunming	Cellulose	Fibers	Co.	Ltd.	(30%)	and	Zhuhai	Cellulose	Fibers	Co.	Ltd.	(30%).	The	China	National	Tobacco	Corporation,	the Chinese	state-owned	tobacco	entity,	controls	the	remaining	ownership	interest	in	each	of	these	ventures.

Our	cellulose	derivatives	ventures	generally	fund	their	operations	using	operating	cash	flow	and	pay	dividends	based	on	the	ventures'	performance	for	the	preceding	year. Prior	to	2013,	the	ventures	paid	dividends	during	the	second	quarter	of	each	fiscal

year.	Beginning	in	2013,	the	ventures	pay	dividends	on	a	quarterly	basis.	In	2013,	2012	and	2011,	we	received	cash	dividends	of	$92	million,	$83	million	and	$78 million,	respectively.

In	2012	our	Nantong	venture	completed	an	expansion	of	its	acetate	flake	and	acetate	tow	capacity,	each	by	30,000	tons.	We	made	contributions	of	$29	million	from 2009	through	2012	related	to	the	capacity	expansion	in	Nantong.	Similar	expansions	since	the	ventures	were	formed	have	led	to	earnings	growth	and	increased	dividends for	the	Company.

According	to	the	Euromonitor	database	services,	China	is	estimated	to	have	had	a	42%	share	of	the	world's	2012	cigarette	consumption.	Cigarette	consumption	in	China is	expected	to	grow	at	a	rate	of	1.9%	per	year	from	2012	through	2017.	Combined,	these	ventures	are	a	leader	in	Chinese	domestic	acetate	production	and	we	believe	we are	well	positioned	to	supply	Chinese	cigarette	producers.

Although	our	ownership	interest	in	each	of	our	cellulose	derivatives	ventures	exceeds	20%,	we	account	for	these	investments	using	the	cost	method	of	accounting because	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	of	America	("US	GAAP").

# •Other	Equity	Method

# Investments

InfraServs.	We	hold	indirect	ownership	interests	in	several	German	InfraServ	Groups	that	own	and	develop	industrial	parks	and	provide	on-site	general	and administrative	support	to	tenants.	Our	ownership	interest	in	the	equity	investments	in	InfraServ	affiliates	are	as	follows:

# Research	and	Development

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	amounts	spent	during	each	of	the	last	three	fiscal	years	on	research	and	development activities	to	be	sufficient	to	execute	our	current	strategic	initiatives.

# Intellectual	Property

We	attach	importance	to	protecting	our	intellectual	property,	including	through	patents,	trademarks,	copyrights	and	product	designs	in	order	to	preserve	our	investment in	research	and	development,	manufacturing	and	marketing.	Patents	may	cover	processes,	products,	intermediate	products	and	product	uses.	We	also	seek	to	register trademarks	as	a	means	of	protecting	the	brand	names	of	our	Company	and	products.	We	protect	our	intellectual	property	against	infringement	and	also	seek	to	register design	protection	where	appropriate.

Patents.	In	most	industrial	countries,	patent	protection	exists	for	new	substances	and	formulations,	as	well	as	for	certain	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	competitive	developments	and	defend	against	infringements	on our	intellectual	property	rights.

Trademarks.	AOPlus®,	AOPlus®2,	AOPlus®3,	Ateva®,	Avicor®,	BriteCoat®,	Celanese®,	Celanex®,	Celcon®,	CelFX™,	Celstran®,	Celvolit®,	Clarifoil®,	Compel®, Duroset®,	EcoVAE®,	Factor®,	Fortron®,	GUR®,	Hostaform®,	Impet®,	Mowilith®,	Nutrinova®,	Qorus™,	Riteflex®,	Sunett®,	TCX™,	Thermx®,	TufCOR®,	Vandar®, VAntage®,	VAntagePlus™,	VAntage®2,	Vectra®,	Vinamul®,	VitalDose®,	Zenite®	and	certain	other	branded	products	and	services	named	in	this	document	are registered	or	reserved	trademarks	or	service	marks	owned	or	licensed	by	Celanese.	The	foregoing	is	not	intended	to	be	an	exhaustive	or	comprehensive	list	of	all registered	or	reserved	trademarks	and	service	marks	owned	or	licensed	by	Celanese.	Fortron®	is	a	registered	trademark	of	Fortron	Industries	LLC.

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

# 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	15	-	Environmental	and	Note	23	- Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements.

# Employees

The	approximate	number	of	employees	employed	by	Celanese	on	a	continuing	basis	throughout	the	world	is	as	follows:

|  | Employees	as	of<br>December	31,	2013 |
| :--- | :--- |
| North\tAmerica |  |
| US | 2,800 |
| Canada | 240 |
| Mexico | 670 |
| Total | 3,710 |
| Europe |  |
| Germany | 1,550 |
| Other\tEurope | 1,070 |
| Total | 2,620 |
| Asia | 1,030 |
| Rest\tof\tWorld | 70 |
| Total | 7,430 |

# 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	well	as	ownership reports	on	Form	3	and	Form	4,	as	soon	as	reasonably	practicable	after	electronically	filing	such	material	with,	or	furnishing	it	to,	the	SEC.	References	to	our	website	in this	report	are	provided	as	a	convenience,	and	the	information	on	our	website	is	not,	and	shall	not	be	deemed	to	be	a	part	of	this	report	or	incorporated	into	any	other filings	we	make	with	the	SEC.	The	SEC	maintains	a	website	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	website,	our	Corporate	Governance	Guidelines	of	our	Board	of	Directors	and	the	charters	of	each	of	the	committees of	the	Board.

# 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,	financial	and	regulatory	conditions.	The	factors	described	below	represent	our	principal	risks.

# Risks	Related	to	Our	Business

# 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	globally	and	have	customers	in	many	countries.	Our	major	facilities	are	primarily	located	in	North	America,	Europe	and	Asia,	and	we	hold	interests	in affiliates	that	operate	in	the	US,	Germany,	China,	Japan,	Malaysia,	South	Korea	and	Saudi	Arabia.	Our	principal	customers	are	similarly	global	in	scope,	and	the	prices of	our	most	significant	products	are	typically	regional	or	world	market	prices.	Also,	our	operations	in	certain	foreign	jurisdictions	are	subject	to	nationalization	and expropriation	risk,	and	some	of	our	contractual	relationships	within	these	jurisdictions	are	subject	to	cancellation	without	full	compensation	for	loss.	In	certain	cases where	we	benefit	from	local	government	subsidies	or	other	undertakings,	such	benefits	are	subject	to	the	solvency	of	local	government	entities	and	are	subject	to termination	without	meaningful	recourse	or	remedies.	Consequently,	our	business	and	financial	results	are	affected,	directly	and	indirectly,	by	world	economic,	political and	regulatory	conditions.

In	addition,	conditions	such	as	the	uncertainties	associated	with	war,	terrorist	activities,	civil	unrest,	epidemics,	pandemics,	weather,	natural	disasters,	the	effects	of climate	change	or	political	instability	in	any	of	the	countries	in	which	we	operate	or	have	significant	customers	or	suppliers	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	US,	Europe,	Asia	or	elsewhere.

Failure	to	comply	with	applicable	laws,	rules,	regulations	or	court	decisions	could	expose	us	to	fines,	penalties	and	other	costs.	Moreover,	changes	in	laws	or	regulations, such	as	unexpected	changes	in	regulatory	requirements	(including	import	or	export	licensing	requirements),	or	changes	in	reporting	requirements	of	the	US,	Canadian, Mexican,	German,	European	Union	("EU")	or	Asian	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	may	slow,	and	we	may	fail	to	realize	the	anticipated benefits	associated	with	our	investment	there	and	our	financial	results	may	be	adversely	impacted.

In	addition,	we	have	significant	operations	and	financial	relationships	based	in	Europe.	Historically	sales	originating	in	Europe	have	accounted	for	over	one-third	of	our net	sales	and	more	than	40%	in	2013.	Adverse	conditions	in	the	European	economy	may	negatively	impact	our	overall	financial	results	due	to	reduced	economic	growth and	resulting	decreased	end-use	customer	demand.

As	of	December	31,	2013,	we	held	$219	million	in	cash	in	Europe.	This	cash	is	primarily	invested	in	deposits	in	several	European	banks,	a	European	money	market	fund that	invests	only	in	highly	rated	and	liquid	European	sovereign	debt	and	a	US	Treasury	money	market	fund.	The	allocation	of	the	cash	invested	in	each	of	these	options fluctuates	based	on	market	conditions.	As	of	December	31,	2013,	we	also	had	$106	million	of	direct	investments	in	European	sovereign	debt	and	corporate	bonds	in	our pension	funds,	accounting	for	less	than	4%	of	our	total	pension	fund	assets,	which	may	be	affected	if	there	are	adverse	conditions	in	the	European	economy.	Finally,	our ability	to	access	additional	liquidity	from	European	financial	institutions	in	the	future	may	also	be	impaired.

# We	are	subject	to	risks	associated	with	the	increased	volatility	in	the	prices	and	availability	of	key	raw	materials	and	energy,	which	could	have	a	significant	adverse effect	on	the	margins	of	our	products	and	our	financial	results.

We	purchase	significant	amounts	of	ethylene,	methanol,	carbon	monoxide	and	natural	gas	from	third	parties	primarily	for	use	in	our	production	of	basic	chemicals	in	the Acetyl	Intermediates	segment,	principally	acetic	acid,	VAM	and	formaldehyde.	We	use	a	portion	of	our	output	of	these	chemicals,	in	turn,	as	inputs	in	the	production	of downstream	products	in	all	our	business	segments.	We	also	purchase	some	of	these	raw	materials	for	use	in	our	Industrial	Specialties	segment,	primarily	for	VAE emulsions	and	EVA	production,	as	well	as	significant	amounts	of	wood	pulp	for	use	in	our	production	of	cellulose	acetate	in

our	Consumer	Specialties	segment.	The	price	of	many	of	these	items	is	dependent	on	the	available	supply	of	that	item	and	may	increase	significantly	as	a	result	of natural	disasters,	plant	or	production	disruptions,	strikes	or	other	labor	unrest,	war	or	other	outbreak	of	hostilities	or	terrorism,	breakdown	or	degradation	of transportation	infrastructure	used	for	delivery	of	strategic	raw	materials	and	energy	commodities,	or	changes	in	laws	or	regulations.	In	particular,	to	the	extent	of	our vertical	integration	in	the	production	of	chemicals,	shortages	in	the	availability	of	raw	material	chemicals,	such	as	natural	gas,	ethylene	and	methanol,	or	the	loss	of	our dedicated	supplies	of	carbon	monoxide,	may	have	an	increased	adverse	impact	on	us	as	it	can	cause	a	shortage	in	intermediate	and	finished	products.	Such	shortages would	adversely	impact	our	ability	to	produce	certain	products	and	increase	our	costs	resulting	in	reduced	margins	and	adverse	financial	results.

We	are	exposed	to	volatility	in	the	prices	of	our	raw	materials	and	energy.	Although	we	have	long-term	supply	agreements,	multi-year	purchasing	and	sales	agreements and	forward	purchase	contracts	providing	for	the	supply	of	ethylene,	methanol,	carbon	monoxide,	wood	pulp,	natural	gas	and	electricity,	the	contractual	prices	for	these raw	materials	and	energy	can	vary	with	economic	conditions	and	may	be	highly	volatile.	In	addition	to	the	factors	noted	above	that	may	impact	supply	or	price,	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,	involuntary	shutdowns	or turnarounds;

•The	inability	of	a	supplier	to	meet	our	delivery	orders	or	a	supplier's	choice	not	to	fulfill	orders	or	to	terminate	a	supply	contract	or	our	inability	to	obtain	or renew	supply	contracts	on	favorable	terms;

•The	general	level	of	business	and	economic

activity;	and

•The	direct	or	indirect	effect	of	governmental	regulation	(including	the	impact	of	government	regulation	relating	to	climate change).

If	we	are	not	able	to	fully	offset	the	effects	of	higher	energy	and	raw	material	costs	through	price	increases,	productivity	improvements	or	cost	reduction	programs,	or	if such	commodities	become	unavailable,	it	could	have	a	significant	adverse	effect	on	our	ability	to	timely	and	profitably	manufacture	and	deliver	our	products	resulting	in reduced	margins	and	adverse	financial	results.

We	have	a	practice	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	ethylene.	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.	It	is	also	possible	profitability	will	be	adversely	affected	if	we	are	required	to	qualify	additional	sources	of supply	to	our	specifications	in	the	event	of	the	loss	of	a	sole	supplier.

A	portion	of	our	supply	of	methanol	in	North	America	is	currently	obtained	under	a	contract	expiring	in	2015.	We	are	currently	constructing	a	methanol	plant	in	the	US that	we	anticipate	will	be	operational	in	the	second	half	of	2015	to	replace	the	majority	of	the	methanol	obtained	under	that	contract.	We	have	secured	a	bridge	supply agreement	that	will	supply	us	with	methanol	through	the	end	of	2015.

# 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	one	or	more	of	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	or	other	labor	unrest,	transportation interruption,	government	regulation,	political	unrest	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.	In	particular,	production	disruptions	at	our	manufacturing	facilities	that produce	chemicals	used	as	inputs	in	the	production	of	chemicals	in	other	business	segments,	such	as	acetic	acid,	VAM	and	formaldehyde,	could	have	a	more	significant adverse	effect	on	our	business	and	financial	performance	and	results	of	operation	to	the	extent	of	such	vertical	integration.	Furthermore,	to	the	extent	a	production disruption	occurs	at	a	manufacturing	facility	that	has	been	operating	at	or	near	full	capacity,	the	resulting	shortage	of	our	product	could	be	particularly	harmful	because production	at	the	manufacturing	facility	may	not	be	able	to	reach	levels	achieved	prior	to	the	disruption.

# 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	depend	significantly	on	the	development	of	commercially	viable	new	products,	product	grades	and	applications,	as	well	as	process	technologies, free	of	any	legal	restrictions.	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.	However,	as	we	invest	in	new	technology,	we	face	the	risk	of	unanticipated	operational	or	commercialization	difficulties, including	an	inability	to	obtain	necessary	permits	or	governmental	approvals,	the	development	of	competing	technologies,	failure	of	facilities	or	processes	to	operate	in accordance	with	specifications	or	expectations,	construction	delays,	cost	over-runs,	the	unavailability	of	financing,	required	materials	or	equipment	and	various	other factors.	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.

# Our	business	exposes	us	to	potential	product	liability	claims	and	recalls,	which	could	adversely	affect	our	financial	condition	and	performance.

The	development,	manufacture	and	sales	of	specialty	chemical	products	by	us,	including	products	produced	for	the	food	and	beverage,	cigarette,	automobile,	aerospace, medical	device	and	pharmaceutical	industries,	involve	a	risk	of	exposure	to	product	liability	claims,	product	recalls,	product	seizures	and	related	adverse	publicity.	A product	liability	claim	or	judgment	against	us	could	also	result	in	substantial	and	unexpected	expenditures,	affect	consumer	or	customer	confidence	in	our	products,	and divert	management's	attention	from	other	responsibilities.	Although	we	maintain	product	liability	insurance,	there	can	be	no	assurance	that	this	type	or	the	level	of coverage	is	adequate	or	that	we	will	be	able	to	continue	to	maintain	our	existing	insurance	or	obtain	comparable	insurance	at	a	reasonable	cost,	if	at	all.	A	product	recall or	a	partially	or	completely	uninsured	judgment	against	us	could	have	a	material	adverse	effect	on	our	results	of	operations	or	financial	condition.	Although	we	have standard	contracting	policies	and	controls,	we	may	not	always	be	able	to	contractually	limit	our	exposure	to	third	party	claims	should	our	failure	to	perform	result	in downstream	supply	disruptions	or	product	recalls.

# We	could	be	subject	to	damages	based	on	claims	brought	against	us	by	our	customers	or	lose	customers	as	a	result	of	the	failure	of	our	products	to	meet	certain quality	specifications.

Our	products	provide	important	performance	attributes	to	our	customers'	products.	If	a	product	fails	to	perform	in	a	manner	consistent	with	quality	specifications,	a customer	could	seek	replacement	of	the	product	or	damages	for	costs	incurred	as	a	result	of	the	product	failing	to	perform	as	guaranteed.	A	successful	claim	or	series	of claims	against	us	could	have	a	material	adverse	effect	on	our	financial	condition	and	results	of	operations	and	could	result	in	a	loss	of	one	or	more	key	customers.

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

We	attach	importance	to	our	patents,	trademarks,	copyrights,	know-how	and	trade	secrets	in	order	to	protect	our	investment	in	research	and	development,	and competitive	commercial	positions	in	manufacturing	and	marketing	of	our	products.	We	have	also	adopted	internal	policies	for	protecting	our	know-how	and	trade secrets.	In	addition,	we	sometimes	license	patents	and	other	technology	from	third	parties.	Our	practice	is	to	seek	patent	or	trade	secret	protection	for	significant developments	that	provide	us	competitive	advantages	and	freedom	to	practice	for	our	businesses.	Patents	may	cover	catalysts,	processes,	products,	intermediate	products and	product	uses.	These	patents	are	usually	filed	throughout	the	world	and	provide	varying	periods	and	scopes	of	protection	based	on	the	filing	date	and	the	type	of patent	application.	The	legal	life	and	scope	of	protection	provided	by	a	patent	may	vary	among	those	countries	in	which	we	seek	protection.	As	patents	expire,	the catalysts,	processes	and	products	described	and	claimed	in	those	patents	generally	may	become	available	for	use	by	the	public	subject	to	our	continued	protection	for associated	know-how	and	trade	secrets.	We	also	seek	to	register	trademarks	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.	We	operate	in	regions	of	the	world	where	intellectual	property	protection	may	be	limited	and difficult	to	enforce	and	our	continued	growth	strategy	may	bring	us	to	additional	regions	with	similar	challenges.	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.

# Our	business	is	exposed	to	risks	associated	with	the	creditworthiness	of	our	suppliers,	customers	and	business	partners	and	the	industries	in	which	our	suppliers, customers	and	business	partners	participate	are	cyclical	in	nature,	both	of	which	may	adversely	affect	our	business	and	results	of	operations.

Some	of	the	industries	in	which	our	end-use	customers	participate,	such	as	the	automotive,	electrical,	construction	and	textile	industries,	are	highly	competitive,	to	a large	extent	driven	by	end-use	applications,	and	may	experience	overcapacity,	all	of	which	may	affect	demand	for	and	pricing	of	our	products.	Our	business	is	exposed to	risks	associated	with	the	creditworthiness	of	our	key	suppliers,	customers	and	business	partners	and	reductions	in	demand	for	our	customers'	products.	These	risks 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	in	or	interruptions	of	the	supply	of	raw	materials	we	purchase	and	bankruptcy	of	customers,	suppliers	or	other	creditors. In	addition,	many	of	these	industries	are	cyclical	in	nature,	thus	posing	risks	to	us	that	vary	throughout	the	year.	The	occurrence	of	any	of	these	events	may	adversely affect	our	cash	flow,	profitability	and	financial	condition.	Furthermore,	adverse	conditions	in	the	European	economy	could	increase	the	likelihood	and	impact	of	these events	for	our	European	customers	by	potentially	limiting	end-use	customer	demand	and	restricting	our	customers'	access	to	capital,	which	could	continue	to	negatively affect	our	financial	results.

# 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	sites	currently	or	formerly	owned	or	operated	by	us, may	have	a	significant	negative	impact	on	our	operating	results.	We	also	have	obligations	related	to	the	indemnity	agreement	contained	in	the	demerger	and	transfer agreement	between	Celanese	GmbH	and	Hoechst	AG	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	laws	and	regulations	that	govern	environmental	and	health	and	safety	matters.	We incur	substantial	capital	and	other	costs	to	comply	with	these	requirements.	If	we	violate	any	one	of	those	laws	or	regulations,	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	and	regulations	could	result	in	substantial	costs	and	liabilities	to	us	or	limitations	on	our	operations.

We	are	currently	impacted	by	the	National	Emission	Standard	for	Hazardous	Air	Pollutants	for	Industrial,	Commercial,	and	Institutional	Boilers	and	Process	Heaters ("Boiler	MACT"),	which	was	published	by	the	Environmental	Protection	Agency	("EPA")	in	the	Federal	Register	on	March	21,	2011	and	revised	on	December	20, 2012.	The	Boiler	MACT	regulation	requires	us	to	make	significant	capital	expenditures	to	comply	with	stricter	emissions	requirements	for	industrial	boilers	and	process heaters	at	our	Narrows,	Virginia	facility.	Consequently,	compliance	with	these	laws	and	regulations	may	negatively	affect	our	earnings	and	cash	flows	in	a	particular reporting	period.	See	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	-	Liquidity	and	Capital	Resources	for	further information	related	to	the	Boiler	MACT	project.

# 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	or	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	add	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	successfully	defeated	the	attempt	to	list	VAM	through	a	judicial	challenge	that	is	now	final,	and	OEHHA	has	withdrawn	VAM	from	its	list of	proposed	chemicals	for	the	Proposition	65	list.	However,	OEHHA	initially	proposed	VAM	to	the	Proposition	65	list	as	a	result	of	a	lawsuit	by	an	environmental group.	Activists	may	again	seek	to	require	OEHHA	to	consider	listing	VAM	or	other	chemicals	we	produce	on	the	Proposition	65	list.	In	addition,	VAM	or	other chemicals	we	produce	may	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	causal	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	potentially	will	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	US,	as	well	as	various	European	Commission	programs,	such	as	the	Registration,	Evaluation,	Authorization	and	Restriction	of Chemicals	("REACH").

The	above-mentioned	assessments	in	the	US	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.

# Our	production	facilities,	including	facilities	we	own	and/	or	operate,	handle	the	processing	of	some	volatile	and	hazardous	materials	that	subject	us	to	operating and	other	risks	that	could	have	a	negative	effect	on	our	operating	results.

Our	operations	are	subject	to	operating	and	other	risks	associated	with	chemical	manufacturing,	including	the	related	storage	and	transportation	of	raw	materials,	finished 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	and	other	risks	can	cause	personal	injury,	property	damage,	third-party	damages	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,	our	operating	results	and	cash	flows.

# US	federal	regulations	aimed	at	increasing	security	at	certain	chemical	production	plants	and	similar	legislation	that	may	be	proposed	in	the	future,	if	passed	into law,	may	increase	our	operating	costs	and	cause	an	adverse	effect	on	our	results	of	operations.

Regulations	are	being	implemented	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	US.	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	security	plans	and	implementing	feasible	safer	technologies in	order	to	minimize	potential	damage	to	their	facilities	from	a	terrorist	attack.	We	cannot	determine	with	certainty	the	costs	associated	with	any	security	measures	that DHS	may	require.

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

Greenhouse	gas	emissions	have	become	the	subject	of	a	large	amount	of	international,	national,	regional,	state	and	local	attention.	For	example,	the	EPA	has promulgated	rules	concerning	greenhouse	gas	emissions.	In	addition,	regulation	of	greenhouse	gas	also	could	occur	pursuant	to	future	US	treaty	obligations,	statutory	or regulatory	changes	under	the	Clean	Air	Act	or	new	climate	change	legislation.	In	addition,	cap	and	trade	initiatives	to	limit	greenhouse	gas	emissions	have	been introduced	in	the	EU.

While	not	all	are	likely	to	become	law,	many	countries	are	considering	or	have	implemented	regulatory	programs	to	reduce	greenhouse	gas	emissions.	Future environmental	legislative	and	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	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	permit	us	to	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.

# Changes	in	tax	legislation	or	rates	throughout	the	world	could	materially	impact	our	results.

Our	future	effective	tax	rate	and	related	tax	balance	sheet	attributes	could	be	impacted	by	changes	in	tax	legislation	throughout	the	world.	In	particular,	proposed	US	tax legislation	could	materially	impact	our	results.	Currently,	the	majority	of	our	revenue	is	generated	from	customers	located	outside	of	the	US,	and	a	substantial	portion	of our	assets	and	employees	are	located	outside	of	the	US.	We	have	not	accrued	income	taxes	or	foreign	withholding	taxes	on	undistributed	earnings	for	most	non- US	subsidiaries,	because	those	earnings	are	intended	to	be	indefinitely	reinvested	in	the	operations	of	those	subsidiaries.	Certain	tax	proposals	with	respect	to	such earnings	could	substantially	increase	our	tax	expense,	which	would	substantially	reduce	our	income	and	have	a	material	adverse	effect	on	our	results	of	operations	and cash	flows	from	operating	activities.

Our	future	effective	tax	rates	could	be	affected	by	changes	in	the	mix	of	earnings	in	countries	with	differing	statutory	tax	rates,	expirations	of	tax	holidays,	changes	in	the valuation	of	deferred	tax	assets	and	liabilities,	or	changes	in	tax	laws	and	regulations	or	their	interpretation.	We	are	subject	to	the	regular	examination	of	our	income	tax returns	by	various	tax	authorities.	We	regularly	assess	the	likelihood	of	adverse	outcomes	resulting	from	these	examinations	to	determine	the	adequacy	of	our	provision for	taxes.	It	is	possible	the	outcomes	from	these	examinations	will	have	a	material	adverse	effect	on	our	financial	condition	and	operating	results.

# 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	US,	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	whose	principal	operations are	conducted	in	the	US	on	the	same	products	sold	in	the	same	industries	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	a	purchase	or	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	denominated	in	foreign	currencies	unless	we	have	cash	flows	in	those	foreign	currencies	from	our	foreign	operations	to	repay	such	indebtedness.

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

# We	are	subject	to	information	technology	security	threats	that	could	materially	affect	our	business.

We	have	been	and	will	continue	to	be	subject	to	advanced	persistent	information	technology	security	threats.	While	some	unauthorized	access	to	our	information technology	systems	occurs,	we	believe	to	date	these	threats	have	not	had	a	material	impact	on	our	business.	We	seek	to	detect	and	investigate	these	security	incidents and	to	prevent	their	recurrence	but	in	some	cases	we	might	be	unaware	of	an	incident	or	its	magnitude	and	effects.	The	theft,	mis-use	or	publication	of	our	intellectual property	and/or	confidential	business	information	or	the	compromising	of	our	systems	or	networks	could	harm	our	competitive	position,	cause	operational	disruption, reduce	the	value	of	our	investment	in	research	and	development	of	new	products	and	other	strategic	initiatives	or	otherwise	adversely	affect	our	business	or	results	of operations.	To	the	extent	that	any	security	breach	results	in	inappropriate	disclosure	of	our	employees',	customers'	or	vendors'	confidential	information,	we	may	incur liability	as	a	result.	Although	we	attempt	to	mitigate	these	risks	by	employing	a	number	of	measures,	including	monitoring	of

our	systems	and	networks,	and	maintenance	of	backup	and	protective	systems,	our	systems,	networks,	products	and	services	remain	potentially	vulnerable	to increasingly	sophisticated	advanced	persistent	threats	that	may	have	a	material	effect	on	our	business.	In	addition,	the	devotion	of	additional	resources	to	the	security	of our	information	technology	systems	in	the	future	could	significantly	increase	the	cost	of	doing	business	or	otherwise	adversely	impact	our	financial	results.

# Our	success	depends	upon	our	ability	to	attract	and	retain	key	employees	and	the	identification	and	development	of	talent	to	succeed	senior	management.

Our	success	depends	on	our	ability	to	attract	and	retain	key	personnel,	and	we	rely	heavily	on	our	management	team.	The	inability	to	recruit	and	retain	key	personnel	or the	unexpected	loss	of	key	personnel	may	adversely	affect	our	operations.	In	addition,	because	of	our	reliance	on	our	management	team,	our	future	success	depends	in part	on	our	ability	to	identify	and	develop	talent	to	succeed	senior	management.	The	retention	of	key	personnel	and	appropriate	senior	management	succession	planning will	continue	to	be	important	to	the	successful	implementation	of	our	strategies.

# 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	and	value	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	will	likely	result	in	corresponding increases	and	decreases	in	the	valuation	of	plan	assets	and	a	change	in	the	discount	rate	will	likely	result	in	an	increase	or	decrease	in	the	valuation	of	pension obligations.	The	combined	impact	of	these	changes	will	affect	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	in	some	plans	to	reduce	the	influence	of	liability	volatility	due	to changes	in	interest	rates.	If	the	funded	status	of	a	pension	plan	declines,	we	may	be	required	to	make	unscheduled	contributions	in	addition	to	those	contributions	for which	we	have	already	planned.

# Some	of	our	employees	are	unionized,	represented	by	workers	councils	or	are	subject	to	local	laws	that	are	less	favorable	to	employers	than	the	laws	of	the	US.

As	of	December	31,	2013,	we	had	approximately	7,430	employees.	Approximately	19%	of	our	2,800	US	based	employees	are	unionized.	Our	two	US	based	collective bargaining	agreements	expire	in	2014	and	2016.	In	addition,	a	large	number	of	our	employees	are	employed	in	countries	in	which	employment	laws	provide	greater bargaining	or	other	employment	rights	than	the	laws	of	the	US.	Such	employment	rights	require	us	to	work	collaboratively	with	the	legal	representatives	of	the employees	to	effect	any	changes	to	labor	agreements.	Most	of	our	employees	in	Europe	are	represented	by	workers	councils	and/or	unions	that	must	approve	any changes	in	terms	and	conditions	of	employment,	including	potentially	salaries	and	benefits.	They	may	also	impede	efforts	to	restructure	our	workforce.	Although	we believe	we	have	a	good	working	relationship	with	our	employees	and	their	legal	representatives	and	the	chances	are	low,	a	strike,	work	stoppage,	or	slowdown	by	our employees	could	occur,	resulting	in	a	disruption	of	our	operations	or	higher	ongoing	labor	costs.

# Provisions	in	our	certificate	of	incorporation	and	bylaws,	as	well	as	any	stockholders'	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 stockholders.	Provisions	of	our	certificate	of	incorporation	and	bylaws	impose	various	procedural	and	other	requirements,	which	could	make	it	more	difficult	for stockholders	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	stockholders.	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	stockholders'	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.

# We	may	incur	significant	charges	in	the	event	we	close	or	divest	all	or	part	of	a	manufacturing	plant	or	facility.

We	periodically	assess	our	manufacturing	operations	in	order	to	manufacture	and	distribute	our	products	in	the	most	efficient	manner.	Based	on	our	assessments,	we may	make	capital	improvements	to	modernize	certain	units,	move	manufacturing	or	distribution	capabilities	from	one	plant	or	facility	to	another	plant	or	facility, discontinue	manufacturing	or	distributing	certain	products	or	close	or	divest	all	or	part	of	a	manufacturing	plant	or	facility.	We	also	have	shared	services	agreements	at several	of	our	plants	and	if	such	agreements	are	terminated	or	revised,	we	would	assess	and	potentially	adjust	our	manufacturing	operations.	The	closure	or	divestiture	of all	or	part	of	a	manufacturing	plant	or	facility	could	result	in	future	charges	that	could	be	significant.	See	Note	4	-	Acquisitions,	Dispositions,	Ventures	and	Plant Closures	in	the	accompanying	consolidated	financial	statements	for	further	information.

# We	may	not	be	able	to	complete	future	acquisitions	or	successfully	integrate	future	acquisitions	into	our	business,	which	could	adversely	affect	our	business	or results	of	operations.

As	part	of	our	growth	strategy,	we	intend	to	pursue	acquisitions	and	joint	venture	opportunities.	Successful	accomplishment	of	this	objective	may	be	limited	by	the availability	and	suitability	of	acquisition	candidates	and	by	our	financial	resources,	including	available	cash	and	borrowing	capacity.	Acquisitions	involve	numerous risks,	including	difficulty	determining	appropriate	valuation,	integrating	operations,	technologies,	services	and	products	of	the	acquired	lines	or	businesses,	personnel turnover	and	the	diversion	of	management's	attention	from	other	business	matters.	In	addition,	we	may	be	unable	to	achieve	anticipated	benefits	from	these	acquisitions in	the	time	frame	that	we	anticipate,	or	at	all,	which	could	adversely	affect	our	business	or	results	of	operations.

# The	insurance	coverage	that	we	maintain	may	not	fully	cover	all	operational	risks.

We	maintain	property,	business	interruption	and	casualty	insurance	but	such	insurance	may	not	cover	all	of	the	risks	associated	with	the	hazards	of	our	business	and	is subject	to	limitations,	including	deductibles	and	maximum	liabilities	covered.	We	may	incur	losses	beyond	the	limits,	or	outside	the	coverage,	of	our	insurance	policies, including	liabilities	for	environmental	remediation.	In	the	future,	the	types	of	insurance	we	obtain	and	the	level	of	coverage	we	maintain	may	be	inadequate	or	we	may be	unable	to	continue	to	maintain	our	existing	insurance	or	obtain	comparable	insurance	at	a	reasonable	cost.

# Differences	in	views	with	our	joint	venture	participants	may	cause	our	joint	ventures	not	to	operate	according	to	their	business	plans,	which	may	adversely	affect our	results	of	operations.

We	currently	participate	in	a	number	of	joint	ventures	and	may	enter	into	additional	joint	ventures	in	the	future.	The	nature	of	a	joint	venture	requires	us	to	share	control with	unaffiliated	third	parties.	Differences	in	views	among	joint	venture	participants	may	result	in	delayed	decisions	or	failure	to	agree	on	major	decisions.	If	these differences	cause	the	joint	ventures	to	deviate	from	their	business	plans	or	to	fail	to	achieve	their	desired	operating	performance,	our	results	of	operations	could	be adversely	affected.

# Risks	Related	to	Our	Indebtedness

Our	level	of	indebtedness	and	other	liabilities	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	$3.1	billion	as	of	December	31,	2013.	See	Note	13	-	Debt	in	the	accompanying	consolidated	financial	statements	for	further	information.	We also	have	numerous	other	obligations.	See	Note	12	-	Noncurrent	Other	Liabilities,	Note	14	-	Benefit	Obligations	and	Note	15	-	Environmental	in	the	accompanying consolidated	financial	statements	for	further	information.

Our	level	of	indebtedness	and	other	liabilities	could	have	important	consequences,	including:

•Increasing	our	vulnerability	to	general	economic	and	industry	conditions	including	exacerbating	the	impact	of	any	adverse	business	effects	that	are	determined	to	be material	adverse	events	under	our	existing	senior	credit	facilities	(the	"Amended	Credit	Agreement");

•Requiring	a	substantial	portion	of	cash	flow	from	operations	to	be	dedicated	to	the	payment	of	principal	and	interest	on	indebtedness	and	amounts	payable	in connection	with	the	satisfaction	of	our	other	liabilities,	therefore	reducing	our	ability	to	use	our	cash	flow	to	fund	operations,	capital	expenditures	and	future business	opportunities	or	pay	dividends	on	our	common	stock;

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

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

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

# We	may	incur	additional	indebtedness	in	the	future,	which	could	increase	the	risks	described	above.

Although	covenants	under	the	Amended	Credit	Agreement	and	the	indentures	governing	the	$600	million	in	aggregate	principal	amount	of	6.625%	Senior	Notes	due 2018,	the	$400	million	in	aggregate	principal	amount	of	5.875%	Senior	Notes	due	2021,	and	the	$500	million	in	aggregate	principal	amount	of	4.625%	Senior	Notes	due 2022	(together,	the	"Senior	Notes")	limit	our	ability	to	incur	certain	additional	indebtedness,	these	restrictions	are	subject	to	a	number	of	qualifications	and	exceptions, and	the	indebtedness	we	could	incur	in	compliance	with	these	restrictions	could	be	significant.	To	the	extent	that	we	incur	additional	indebtedness,	the	risks	associated with	our	debt	described	above,	including	our	possible	inability	to	service	our	debt,	including	the	Senior	Notes,	would	increase.

# 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.	As	of	December	31,	2013,	we	had	$790	million,	€192	million	and	CNY470	million	of	variable	rate	debt	and	outstanding	US-dollar interest	rate	swap	agreements	with	a	notional	value	of	$1.1	billion	that	expire	January	2,	2014	and	additional	US-dollar	interest	rate	swap	agreements	with	notional	value of	$500	million	that	are	in	effect	January	2,	2014	and	expire	January	2,	2016.	These	interest	rate	swap	agreements	have	the	economic	effect	of	modifying	the	US-dollar variable	rate	obligations	into	fixed	interest	obligations.	Accordingly,	a	1%	increase	in	interest	rates	would	increase	annual	interest	expense	by	$6	million.

See	Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	-	Liquidity	and	Capital	Resources,	Item	7A.	Quantitative	and Qualitative	Disclosures	About	Market	Risk	below	and	Note	21	-	Derivative	Financial	Instruments	in	the	accompanying	consolidated	financial	statements	for	further information.

# 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	make	scheduled	payments	on	or	to	refinance	our	debt	obligations	depends	on	the	financial	condition	and	operating	performance	of	our	subsidiaries,	which are	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	Amended	Credit	Agreement	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	that	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	agreements	may	limit	our	ability	to	engage	in	certain	transactions	and	may	diminish	our	ability	to	make	payments	on	our indebtedness	or	pay	dividends.

The	Amended	Credit	Agreement,	the	indentures	governing	the	Senior	Notes	and	the	Receivables	Purchase	Agreement	(the	"Purchase	Agreement")	governing	our receivables	securitization	facility	each	contain	various	covenants	that	limit	our	ability	to	engage	in	specified	types	of	transactions.	The	Amended	Credit	Agreement requires	us	to	maintain	a	maximum	first	lien	senior	secured	leverage	ratio	if	there	are	outstanding	borrowings	or	letters	of	credit	issued	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.

The	Amended	Credit	Agreement	also	contains	covenants	including,	but	not	limited	to,	restrictions	on	the	Company's	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	hedge	transactions;	or	engage	in	other	businesses.

In	addition,	the	indentures	governing	the	Senior	Notes	limit	Celanese	US's	and	certain	of	its	subsidiaries'	ability	to,	among	other	things,	incur	additional	debt;	pay dividends	or	make	other	restricted	payments;	consummate	specified	asset	sales;	enter	into	transactions	with	affiliates;	incur	liens,	impose	restrictions	on	the	ability	of	a subsidiary	to	pay	dividends	or	make	payments	to	Celanese	US	and	its	restricted	subsidiaries;	merge	or	consolidate	with	any	other	person;	and	sell,	assign,	transfer,	lease, convey	or	otherwise	dispose	of	all	or	substantially	all	of	Celanese	US's	assets	or	the	assets	of	its	restricted	subsidiaries.

The	Purchase	Agreement	also	contains	covenants	including,	but	not	limited	to,	restrictions	on	CE	Receivables	LLC,	a	wholly-owned,	"bankruptcy	remote"	special purpose	subsidiary	of	the	Company,	and	certain	other	Company	subsidiaries'	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;	or	engage	in	other	businesses.

Such	restrictions	in	our	debt	obligations	could	result	in	us	having	to	obtain	the	consent	of	our	lenders	and	holders	of	the	Senior	Notes	in	order	to	take	certain	actions. Disruptions	in	credit	markets	may	prevent	us	from	obtaining	or	make	it	more	difficult	or	more	costly	for	us	to	obtain	such	consents.	Our	ability	to	expand	our	business	or to	address	declines	in	our	business	may	be	limited	if	we	are	unable	to	obtain	such	consents.

A	breach	of	any	of	these	covenants	could	result	in	a	default,	which,	if	not	cured	or	waived,	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and results	of	operations.	Furthermore,	a	default	under	the	Amended	Credit	Agreement	could	permit	lenders	to	accelerate	the	maturity	of	our	indebtedness	under	the Amended	Credit	Agreement	and	to	terminate	any	commitments	to	lend.	If	we	were	unable	to	repay	or	refinance	such	indebtedness,	the	lenders	under	the	Amended 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	to	secure	our	indebtedness	under	the	Amended	Credit	Agreement.	If	the	lenders	under	the	Amended	Credit	Agreement	accelerate	the	repayment	of	such indebtedness,	we	may	not	have	sufficient	assets	to	repay	such	amounts	or	our	other	indebtedness,	including	the	Senior	Notes.	In	such	event,	we	could	be	forced	into bankruptcy	or	liquidation.

# Celanese	and	Celanese	US	are	holding	companies	and	depend	on	subsidiaries	to	satisfy	their	obligations	under	the	Senior	Notes	and	the	guarantee	of	Celanese	US's obligations	under	the	Senior	Notes	by	Celanese.

As	holding	companies,	Celanese	and	Celanese	US	conduct	substantially	all	of	their	operations	through	their	subsidiaries,	which	own	substantially	all	of	our	consolidated assets.	Consequently,	the	principal	source	of	cash	to	pay	Celanese	and	Celanese	US's	obligations,	including	obligations	under	the	Senior	Notes	and	the	guarantee	of	the Celanese	US's	obligations	under	the	Senior	Notes	by	Celanese,	is	the	cash	that	our	subsidiaries	generate	from	their	operations.	We	cannot	assure	that	our	subsidiaries will	be	able	to,	or	be	permitted	to,	make	distributions	to	enable	Celanese	US	and/or	Celanese	to	make	payments	in	respect	of	their	obligations.	Each	of	our	subsidiaries	is a	distinct	legal	entity	and,	under	certain	circumstances,	applicable	country	or	state	laws,	regulatory	limitations	and	terms	of	our	debt	instruments	may	limit	our subsidiaries'	ability	to	distribute	cash	to	Celanese	US	and	Celanese.	While	the	indentures	governing	the	Senior	Notes	limit	the	ability	of	our	subsidiaries	to	put restrictions	on	paying	dividends	or	making	other	intercompany	payments	to	us,	these	limitations	are	subject	to	certain	qualifications	and	exceptions,	which	may	have	the effect	of	significantly	restricting	the	applicability	of	those	limits.	In	the	event	Celanese	US	and/or	Celanese	do	not	receive	distributions	from	our	subsidiaries,	Celanese US	and/or	Celanese	may	be	unable	to	make	required	payments	on	the	Senior	Notes,	the	guarantee	of	Celanese	US's	obligations	under	the	Senior	Notes	by	Celanese,	or our	other	indebtedness.

# Item	1B.		Unresolved	Staff	Comments

None.

# Item	2.		Properties

# Description	of	Property

We	and	our	affiliates	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	offices,	production	and	other	facilities	throughout	the	world	as	of	December	31, 2013.

(1) Celanese	owns	the	assets	on	this	site	and	leases	the	land	through	the	terms	of	a	long-term	land lease.

(2) Multiple	Celanese	business	segments	conduct	operations	at	the	Nanjing	facility.	Celanese	owns	the	assets	on	this	site.	Celanese	also	owns	the	land	through	"land use	right	grants"	for	46	to	50	years	with	the	right	to	transfer,	mortgage	or	lease	such	land	during	the	term	of	the	respective	land	use	right	grant.

(3) Multiple	Celanese	business	segments	conduct	operations	at	the	Frankfurt	Hoechst	Industrial	Park	located	in	Frankfurt	am	Main, Germany.

(4) Celanese	owns	the	assets	on	this	site	and	shares	ownership	in	the	land.	Celanese's	ownership	percentage	in	the	land	is 15%.

(5) A	Celanese	cost	method	investment.	Kunming	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	leases	the	land	from	China	National	Tobacco Corporation.

(6) A	Celanese	cost	method	investment.	Nantong	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	the	land	through	"land	use	right	grants"	with	the	right	to transfer,	mortgage	or	lease	such	land	during	the	term	of	the	respective	land	use	right	grant.

(7) A	Celanese	cost	method	investment.	Zhuhai	Cellulose	Fibers	Co.	Ltd.	owns	the	assets	on	this	site	and	leases	the	land	from	China	National	Tobacco Corporation.

(8) A	Celanese	equity	method investment.

(9) Celanese	no	longer	manufactures	acetate	tow	and	acetate	flake	at	the	Spondon,	Derby,	United	Kingdom	site	as	of	December	31, 2012.

# Item	3.		Legal	Proceedings

We	are	involved	in	a	number	of	legal	and	regulatory	proceedings,	lawsuits,	claims	and	investigations	incidental	to	the	normal	conduct	of	our	business,	relating	to	such matters	as	product	liability,	land	disputes,	commercial	contracts,	employment,	antitrust,	intellectual	property,	workers'	compensation,	chemical	exposure,	asbestos exposure,	trade	compliance,	prior	acquisitions	and	divestitures,	past	waste	disposal	practices	and	release	of	chemicals	into	the	environment.	The	Company	is	actively defending	those	matters	where	it	is	named	as	a	defendant.	See	Note	15	-	Environmental	and	Note	23	-	Commitments	and	Contingencies	in	the	accompanying consolidated	financial	statements	for	a	discussion	of	environmental	matters	and	commitments	and	contingencies	related	to	legal	and	regulatory	proceedings.

# Item	4.		Mine	Safety	Disclosures

# Executive	Officers	of	the	Registrant

The	names,	ages	and	biographies	of	our	executive	officers	as	of	February	7,	2014	are	as	follows:

Jay	C.	Townsend 55 Senior	Vice	President,	Business	Strategy	Development	and	Procurement

Mark	C.	Rohr	has	been	our	Chairman	of	the	Board	of	Directors	and	Chief	Executive	Officer	and	President	since	April	2012	and	a	member	of	our	board	of	directors since	April	2007.	He	served	as	a	director	and	as	the	Executive	Chairman	of	Albemarle	Corporation,	a	global	developer,	manufacturer	and	marketer	of	highly-engineered specialty	chemicals,	from	September	2011	until	February	2012	and	previously	had	served	as	the	Chairman	from	2008	to	2011,	President	from	2000	to	2010,	Chief Operating	Officer	from	2000	to	2002	and	Chief	Executive	Officer	from	2002	to	2011	of	Albemarle.	Prior	to	that,	Mr.	Rohr	served	as	Executive	Vice	President	- Operations	of	Albemarle.	Before	joining	Albemarle,	Mr.	Rohr	held	leadership	roles	with	companies	including	Occidental	Chemical	Corporation	and	The	Dow	Chemical Company.	Mr.	Rohr	has	served	on	the	board	of	directors	of	Ashland	Inc.	since	2008,	and	has	served	as	a	member	of	its	audit	committee	and	the	environmental,	health	& safety	committee.	He	also	serves	as	Vice	Chairman	of	the	board	of	directors	and	chairman	of	the	Finance,	Audit	and	Membership	Committee	of	the	American	Chemical Council.	Mr.	Rohr	received	a	bachelor's	degree	in	chemistry	and	chemical	engineering	from	Mississippi	State	University.

Steven	M.	Sterin	has	served	as	our	Senior	Vice	President	and	Chief	Financial	Officer	since	July	2007.	Mr.	Sterin	previously	led	our	fuel	ethanol	projects	from November	2010	to	January	2013	and	served	as	our	Vice	President,	Controller	and	Principal	Accounting	Officer	from	September	2005	to	July	2007	and	Director	of Finance	for	Celanese	Chemicals	from	2003	to	2005	and	Controller	of	Celanese	Chemicals	from	2004	to	2005.	Prior	to	joining	Celanese,	Mr.	Sterin	worked	for Reichhold,	Inc.,	a	subsidiary	of	Dainippon	Ink	and	Chemicals,	Incorporated,	beginning	in	1997.	There	he	held	a	variety	of	leadership	positions	in	the	finance organization	before	serving	as	Treasurer	from	2000	to	2001	and	later	as	Vice	President	of	Finance,	Coating	Resins	from	2001	to	2003.	Mr.	Sterin	began	his	career	at Price	Waterhouse	LLP,	an	assurance,	tax	and	advisory	services	firm,	currently	known	as	PricewaterhouseCoopers	LLP.	Mr.	Sterin,	a	Certified	Public	Accountant, graduated	from	the	University	of	Texas	at	Austin	in	May	1995,	receiving	both	a	bachelor's	degree	in	business	and	a	master's	degree	in	professional	accounting.

Christopher	W.	Jensen	has	served	as	our	Senior	Vice	President,	Finance	since	April	2011.	From	August	2010	to	April	2011,	Mr.	Jensen	served	as	our	Senior	Vice President,	Finance	and	Treasurer.	Prior	to	August	2010,	Mr.	Jensen	served	as	our	Vice	President	and	Corporate	Controller	from	March	2009	to	July	2010.	From	May 2008	to	February	2009,	he	served	as	Vice	President	of	Finance	and	Treasurer.	In	his	current	capacity,	Mr.	Jensen	has	global	responsibility	for	corporate	finance,	treasury operations,	insurance	risk	management,	pensions,	global	business	services,	corporate	accounting,	tax	and	general	ledger	accounting.	Mr.	Jensen	was	previously	the Assistant	Corporate	Controller	from	March	2007	through	April	2008,	where	he	was	responsible	for	SEC	reporting,	internal	reporting,	and	technical	accounting.	In	his initial	role	at	Celanese	from	October	2005	through	March	2007,	he	built	and	directed	the	Company's	technical	accounting	function.	From	August	2004	to	October	2005, Mr.	Jensen	worked	in	the	inspections	and	registration	division	of	the	Public	Company	Accounting	Oversight	Board.	He	spent

13	years	of	his	career	at	PricewaterhouseCoopers	LLP,	an	assurance,	tax	and	advisory	services	firm,	in	various	positions	in	both	the	auditing	and	mergers	&	acquisitions groups.	Mr.	Jensen	earned	bachelor's	and	master's	degrees	in	accounting	from	Brigham	Young	University	and	is	a	Certified	Public	Accountant.

Lori	A.	Johnston	has	served	as	our	Senior	Vice	President,	Human	Resources	since	October	2012.	Prior	to	joining	Celanese,	she	was	the	Vice	President,	International Human	Resources	for	Amgen,	Inc.,	a	biotechnology	medicines	company,	and	had	served	in	various	human	resources	positions	of	increasing	importance	with	Amgen since	2001,	except	from	January	2006	to	April	2007	when	she	served	as	the	Human	Resources	and	Communications	Director	of	the	Michael	and	Susan	Dell Foundation.		Before	joining	Amgen,	Ms.	Johnston	held	a	variety	of	leadership	positions	beginning	in	1990	at	Dell,	Inc.,	a	global	information	technology	company, before	serving	as	the	Human	Resources	Director,	Home	and	Small	Business,	from	1997	to	2001.	Ms.	Johnston	earned	a	master's	of	human	sciences	degree	from	Our Lady	of	the	Lake	University	and	a	bachelor's	degree	in	psychology	from	the	University	of	Central	Oklahoma.

Gjon	N.	Nivica,	Jr.	has	served	as	our	Senior	Vice	President,	General	Counsel	and	Corporate	Secretary	since	April	2009.	Mr.	Nivica	previously	served	as	Deputy General	Counsel	to	Honeywell	International	Inc.,	a	global	technology	and	manufacturing	leader,	and	Vice	President	and	General	Counsel	of	the	Honeywell Transportation	Systems	business	group	from	2005	to	2009.	Prior	to	that	time,	he	was	the	Vice	President	and	General	Counsel	of	Honeywell	Aerospace	Electronic Systems	from	2002	to	2005	and	of	Honeywell	Engines	Systems	and	Services	from	1996	to	2002.	Mr.	Nivica	began	his	career	in	1989	as	a	corporate	associate	in	the	Los Angeles	office	of	Gibson,	Dunn	&	Crutcher,	a	global	law	firm,	where	he	specialized	in	acquisitions,	divestitures	and	general	corporate	and	securities	work,	before becoming	Mergers	&	Acquisitions	Senior	Counsel	to	AlliedSignal	Aerospace	Inc.	from	1994	to	1996.	Mr.	Nivica	received	his	J.D.,	magna	cum	laude,	from	Boston University	Law	School.

Jay	C.	Townsend	has	served	as	our	Senior	Vice	President,	Business	Strategy	Development	and	Procurement	since	2010.	In	addition	to	his	current	role,	Mr.	Townsend has	led	our	fuel	ethanol	projects	with	the	responsibility	of	capitalizing	on	TCX®,	our	proprietary	advanced	technology	process	for	the	production	of	fuel	ethanol,	since February	2013.	Mr.	Townsend	previously	served	as	our	Senior	Vice	President,	Strategy	and	Business	Development	from	2007	to	2010,	and	as	our	Vice	President	of Business	Strategy	and	Development	from	2005	to	2006.	Mr.	Townsend	joined	Celanese	in	1986	as	a	Business	Analyst	and	has	held	several	roles	of	increasing responsibility	within	the	US	and	Europe.	Mr.	Townsend	received	his	bachelor's	degree	in	international	finance	from	Widener	University	in	1980.

# 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	3,	2014	was	$48.83.	The	following	table	sets	forth	the	high	and	low	intraday	sales	prices	per share	of	our	Series	A	common	stock,	as	reported	by	the	New	York	Stock	Exchange,	and	the	dividends	declared	per	share	on	our	Series	A	common	stock	for	the	periods indicated.

|  | Price	Range<br>High | Low | Dividends<br>Declared |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tper\tshare) |  |
| 2013 |  |  |  |
| Quarter\tended\tMarch\t31,\t2013 | 50.68 | 42.03 | 0.075 |
| Quarter\tended\tJune\t30,\t2013 | 51.58 | 41.55 | 0.090 |
| Quarter\tended\tSeptember\t30,\t2013 | 53.00 | 44.49 | 0.180 |
| Quarter\tended\tDecember\t31,\t2013 | 58.56 | 51.21 | 0.180 |
| 2012 |  |  |  |
| Quarter\tended\tMarch\t31,\t2012 | 52.59 | 42.25 | 0.060 |
| Quarter\tended\tJune\t30,\t2012 | 49.80 | 33.24 | 0.060 |
| Quarter\tended\tSeptember\t30,\t2012 | 43.18 | 32.77 | 0.075 |
| Quarter\tended\tDecember\t31,\t2012 | 45.31 | 34.96 | 0.075 |

# Holders

No	shares	of	Celanese's	Series	B	common	stock	and	no	shares	of	Celanese's	4.25%	convertible	perpetual	preferred	stock	("Preferred	Stock")	are	issued	and outstanding.	As	of	February	3,	2014,	there	were	34	holders	of	record	of	our	Series	A	common	stock.	By	including	persons	holding	shares	in	broker	accounts	under	street names,	however,	we	estimate	we	have	approximately	59,326	beneficial	holders.

# Dividend	Policy

Our	Board	of	Directors	has	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Series	A	common	stock	as	determined in	its	sole	discretion.	Our	Board	of	Directors	may,	at	any	time,	modify	or	revoke	our	dividend	policy	on	our	Series	A	common	stock.

On	February	6,	2014,	we	declared	a	cash	dividend	of	$0.18	per	share	on	our	Series	A	common	stock	amounting	to	$28	million.	The	cash	dividend	was	for	the	period from	November	1,	2013	to	January	31,	2014	and	will	be	paid	on	February	28,	2014	to	holders	of	record	as	of	February	17,	2014.

The	amount	available	to	us	to	pay	cash	dividends	is	restricted	by	our	Amended	Credit	Agreement	and	the	Senior	Notes.	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,	2013:

| Period | Total<br>Number<br>of	Shares<br>Purchased(1) | Average<br>Price	Paid<br>per	Share | Total	Number<br>of	Shares<br>Purchased	as<br>Part	of	Publicly<br>Announced	Program | Approximate<br>Dollar<br>Value	of	Shares<br>Remaining	that<br>may	be<br>Purchased	Under<br>the	Program(2) |
| :--- | :--- | :--- | :--- | :--- |
| October\t1\t-\t31,\t2013 | 463,212 | $55.69 | 384,708 | $268,000,000 |
| November\t1\t-\t30,\t2013 | 691,282 | $57.11 | 691,282 | $229,000,000 |
| December\t1\t-\t31,\t2013 | 23,403 | $54.60 | 13,870 | $228,000,000 |
| Total | 1,177,897 |  | 1,089,860 |  |

(1) Includes	78,504	and	9,533	for	October	and	December	2013,	respectively,	related	to	shares	withheld	from	employees	to	cover	their	statutory	minimum	withholding requirements	for	personal	income	taxes	related	to	the	vesting	of	restricted	stock	units.

(2) Our	Board	of	Directors	authorized	the	repurchase	of	our	Common	Stock	as follows:

# Performance	Graph

The	following	Performance	Graph	and	related	information	shall	not	be	deemed	"soliciting	material"	or	to	be	"filed"	with	the	Securities	and	Exchange	Commission,	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

# 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	as	of	December	31,	2013	and	2012,	and	the	statements	of	operations	data	for	the	years	ended	December	31,	2013,	2012	and	2011,	all	of	which	are set	forth	below,	are	derived	from	the	consolidated	financial	statements	included	elsewhere	in	this	Annual	Report	and	should	be	read	in	conjunction	with	those	financial statements	and	the	notes	thereto.	The	balance	sheet	data	as	of	December	31,	2011,	2010	and	2009	and	the	statements	of	operations	data	for	the	years	ended	December	31, 2010	and	2009	shown	below	were	derived	from	previously	issued	financial	statements,	adjusted	for	applicable	discontinued	operations	and	the	change	in	accounting policy	for	defined	benefit	pension	plans	and	other	postretirement	benefit	plans	described	below.

# Change	in	accounting	policy	regarding	pension	and	other	postretirement	benefits

Effective	January	1,	2013,	we	elected	to	change	our	policy	for	recognizing	actuarial	gains	and	losses	and	changes	in	the	fair	value	of	plan	assets	for	our	defined	benefit pension	plans	and	other	postretirement	benefit	plans.	We	now	immediately	recognize	in	operating	results	net	actuarial	gains	and	losses	and	the	change	in	fair	value	of plan	assets	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.	The	remaining	components	of	our	net	periodic	benefit cost	are	recorded	on	a	quarterly	basis.	For	further	discussion,	see	Note	2	-	Summary	of	Accounting	Policies	and	Note	14	-	Benefit	Obligations	in	the	accompanying consolidated	financial	statements.

|  |  | Year	Ended	December	31, | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 | 2010 | 2009 |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Statement\tof\tOperations\tData |  |  |  |  |  |
| Net\tsales | 6,510 | 6,418 | 6,763 | 5,918 | 5,082 |
| Other\t(charges)\tgains,\tnet | (158) | (14) | (48) | (46) | (136) |
| Operating\tprofit | 1,508 | 175 | 402 | 398 | 144 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,609 | 321 | 467 | 433 | 105 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 376 | 426 | 361 | 399 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (4) | 1 | (49) | 4 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 1,101 | 372 | 427 | 312 | 403 |
| Earnings\t(loss)\tper\tcommon\tshare |  |  |  |  |  |
| Continuing\toperations\t—\tbasic | 6.93 | 2.37 | 2.72 | 2.31 | 2.71 |
| Continuing\toperations\t—\tdiluted | 6.91 | 2.35 | 2.68 | 2.28 | 2.54 |
| Balance\tSheet\tData\t(as\tof\tthe\tend\tof\tperiod) |  |  |  |  |  |
| Total\tassets | 9,018 | 9,000 | 8,518 | 8,281 | 8,412 |
| Total\tdebt | 3,064 | 3,098 | 3,017 | 3,218 | 3,501 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,699 | 1,730 | 1,341 | 926 | 586 |
| Other\tFinancial\tData |  |  |  |  |  |
| Depreciation\tand\tamortization | 305 | 308 | 298 | 287 | 308 |
| Capital\texpenditures(1) | 408 | 339 | 364 | 222 | 167 |
| Dividends\tpaid\tper\tcommon\tshare(2) | 0.53 | 0.27 | 0.22 | 0.18 | 0.16 |

(1) Amounts	include	accrued	capital	expenditures.	Amounts	do	not	include	capital	expenditures	related	to	capital	lease	obligations	or	capital	expenditures	related	to	the relocation	and	expansion	of	our	POM	plant	in	Kelsterbach.	See	Note	24	-	Supplemental	Cash	Flow	Information	and	Note	27	-	Plant	Relocation	in	the accompanying	consolidated	financial	statements.

(2) Annual	dividends	for	the	year	ended	December	31,	2013	consist	of	one	quarterly	dividend	payment	of	$0.075	per	share,	one	quarterly	dividend	payment	of	$0.09 per	share	and	two	quarterly	dividend	payments	of	$0.18	per	share.	Annual	dividends	for	the	year	ended	December	31,	2012	consist	of	two	quarterly	dividend payments	of	$0.06	and	two	quarterly	dividend	payments	of	$0.075	per	share.	See	Note	16	-	Stockholders'	Equity	in	the	accompanying	consolidated	financial statements.

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

In	this	Annual	Report	on	Form	10-K	("Annual	Report"),	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	the	Company's	subsidiary, Celanese	US	Holdings	LLC,	a	Delaware	limited	liability	company,	and	not	its	subsidiaries.

The	following	discussion	should	be	read	in	conjunction	with	the	accompanying	consolidated	financial	statements	and	notes	to	the	consolidated	financial	statements, which	are	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	and	other	parts	of	this	Annual	Report	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"	below.

# Forward-Looking	Statements

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.	Generally,	words	such	as	"believe,"	"expect,"	"intend,"	"estimate,"	"anticipate,"	"project,"	"plan,"	"may,"	"can,"	"could,"	"might,"	and	"will,"	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.	See	"Special	Note	Regarding	Forward-Looking	Statements"	at	the	beginning	of	this	Annual	Report	for	further discussion.

Item	1A.	Risk	Factors	of	this	Annual	Report	also	contains	a	description	of	certain	risk	factors	that	you	should	consider	which	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,	textiles,	electronics	and	construction industries;

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

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

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

•the	ability	to	reduce	or	maintain	their	current	levels	of	production	costs	and	to	improve	productivity	by	implementing	technological	improvements	to	existing plants;

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

•market	acceptance	of	our

technology;

•the	ability	to	obtain	governmental	approvals	and	to	construct	facilities	on	terms	and	schedules	acceptable	to	the company;

•changes	in	the	degree	of	intellectual	property	and	other	legal	protection	afforded	to	our	products	or	technologies,	or	the	theft	of	such	intellectual property;

•compliance	and	other	costs	and	potential	disruption	or	interruption	of	production	or	operations	due	to	accidents,	interruptions	in	sources	of	raw	materials,	cyber security	incidents,	terrorism	or	political	unrest,	or	other	unforeseen	events

or	delays	in	construction	or	operation	of	facilities,	including	as	a	result	of	geopolitical	conditions,	the	occurrence	of	acts	of	war	or	terrorist	incidents	or	as	a	result	of weather	or	natural	disasters;

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

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

•changes	in	currency	exchange	rates	and	interest

rates;

•our	level	of	indebtedness,	which	could	diminish	our	ability	to	raise	additional	capital	to	fund	operations	or	limit	our	ability	to	react	to	changes	in	the	economy	or	the chemicals	industry;	and

•various	other	factors,	both	referenced	and	not	referenced	in	this	Annual

Report.

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.

We	are	a	global	technology	and	specialty	materials	company.	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	applications.	As	a recognized	innovator	in	the	chemicals	industry,	we	engineer	and	manufacture	a	wide	variety	of	products	essential	to	everyday	living.	Our	broad	product	portfolio	serves a	diverse	set	of	end-use	applications	including	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.	Our	products enjoy	leading	global	positions	due	to	our	large	global	production	capacity,	operating	efficiencies,	proprietary	production	technology	and	competitive	cost	structures.

Our	large	and	diverse	global	customer	base	primarily	consists	of	major	companies	in	a	broad	array	of	industries.	We	hold	geographically	balanced	global	positions	and participate	in	diversified	end-use	applications.	We	combine	a	demonstrated	track	record	of	execution,	strong	performance	built	on	shared	principles	and	objectives,	and	a clear	focus	on	growth	and	value	creation.	Known	for	operational	excellence	and	execution	of	our	business	strategies,	we	deliver	value	to	customers	around	the	globe	with best-in-class	technologies	and	solutions.

In	conjunction	with	our	focus	on	the	Celanese	brand,	the	names	of	our	businesses	changed	to	engineered	materials	(formerly	Advanced	Engineered	Materials),	cellulose derivatives	(formerly	Acetate	Products),	food	ingredients	(formerly	Nutrinova),	emulsion	polymers	(formerly	Emulsions),	EVA	polymers	(formerly	EVA	Performance Polymers)	and	intermediate	chemistry	(formerly	Acetyl	Intermediates).	There	has	been	no	change	to	the	names	or	composition	of	our	business	segments.

# 2013	Highlights

•Our	Board	of	Directors	increased	our	share	repurchase	authorization	to	$400	million.	As	of	December	31,	2013,	we	had	$228	million	remaining	under	previous authorizations.

•We	received	all	permits,	including	a	final	greenhouse	gas	permit,	from	the	US	Environmental	Protection	Agency	for	our	methanol	unit	construction	project	at	our Clear	Lake,	Texas	facility.	We	began	construction	on	the	methanol	unit	and	have	plans	for	the	unit	to	become	operational	in	the	second	half	of	2015.

•We	ceased	all	manufacturing	operations	at	our	acetic	anhydride	facility	in	Roussillon,	France	and	at	our	vinyl	acetate	monomer	("VAM")	facility	in	Tarragona, Spain	at	the	end	of	2013.	We	expect	savings	from	these	closures	to	be	in	the	range	of	$20	million	to	$30	million	in	2014.

•We	announced	the	expansion	of	production	capacity	under	our	joint	venture	agreements	with	Polyplastics	Co.,	Ltd	in	Malaysia,	Korea	Engineering	Plastics	Co., Ltd.	in	Korea	and	Saudi	Basic	Industries	Corporation	in	Saudi	Arabia.

•In	July	2013,	we	announced	a	100%	increase	in	our	quarterly	Series	A	common	stock	("Common	Stock")	cash	dividend,	increasing	the	dividend	rate	from	$0.09	to $0.18	per	share	of	Common	Stock	on	a	quarterly	basis	and	$0.36	to	$0.72	per	share	of	Common	Stock	on	an	annual	basis.	The	new	dividend	rate	began	in	August 2013.	We	previously	announced	a	20%	increase	in	our	quarterly	Common	Stock	cash	dividend,	increasing	the	dividend	rate	from	$0.075	to	$0.09	per	share	of Common	Stock	on	a	quarterly	basis	and	$0.30	to	$0.36	per	share	of	Common	Stock	on	an	annual	basis.	This	new	dividend	rate	was	effective	for	May	2013.

•We	signed	a	Memorandum	of	Understanding	("MOU")	with	PetroChina	Company	Limited	to	advance	the	development	of	synthetic	fuel	ethanol	opportunities	in China	utilizing	our	proprietary	TCX®	ethanol	process	technology.

•We	introduced	six	significant	new	product	platforms	from	our	engineered	materials	business	at	K-Fair	2013,	the	premier	global	trade	fair	for	the	plastics	industry, including:

◦Next	generation	GUR®	UHMW-PE	with	step	change	in	material	performance	and	processing efficiencies

◦Hostaform®	XGC	Glass	Reinforced	POM	with	superior	mechanical properties

◦Fortron®	ICE	PPS	with	improved	productivity	and	properties

◦Hostaform®	PTX	POM	series	for	flexible	applications

◦Hostaform®	LPT	POM	for	molded	fuel

tanks

◦Hostaform®	POM	S	series	expanded	to	include	new	XT	grades	with	improved

toughness

•We	signed	an	agreement	with	Mitsui	&	Co.,	Ltd.,	of	Tokyo,	Japan,	to	establish	a	joint	venture	for	the	production	of	methanol	at	our	integrated	chemical	plant	in Clear	Lake,	Texas.	The	total	investment	in	the	facility	is	estimated	to	be	$800	million.	Our	portion	of	the	investment	is	estimated	to	be	$300	million,	in	addition	to previously	invested	assets	at	our	Clear	Lake	facility.	The	planned	methanol	facility	will	have	an	annual	capacity	of	1.3	million	tons.

•We	signed	a	MOU	with	Pertamina,	the	state-owned	energy	company	of	the	Republic	of	Indonesia,	to	begin	the	detailed	project	planning	phase	for	the	development of	a	fuel	ethanol	project	in	Indonesia.	The	MOU	outlines	the	parties'	intentions	to	establish	a	joint	venture	under	which	we	would	own	a	majority	share	and	would license	our	leading	TCX®	technology	to	the	joint	venture	under	a	separate	technology	licensing	agreement.	Under	the	detailed	project	planning	phase	of	the	MOU, we	and	Pertamina	will	select	the	first	production	location,	initiate	project	permitting	and	negotiate	coal	supply	and	other	industrial	partner	agreements.

•We	received	the	JEC	Innovation	Award	for	the	first	thermoplastic	composite	tailplane	for	a	helicopter.	The	new	composite	tailplane	of	the	AgustaWestland	AW169 helicopter	results	in	15	percent	weight	reduction	from	conventional	composites	and	contributes	considerably	to	fuel	savings	and	lower	emissions.

•We	introduced	a	new	generation	of	Thermx®	PCT	grades	that	deliver	outstanding	initial	reflectance	and	reflectance	stability	under	heat	and	light	as	required	in	light- emitting	diode	("LED")	lighting	packages	found	in	display	backlight	and	general	lighting.

•We	elected	Edward	G.	Galante	to	our	board	of	directors.	Mr.	Galante	is	a	former	senior	vice	president	of	Exxon	Mobil Corporation.

•We	expect	earnings	growth	in	2014	to	be	primarily	driven	by	Celanese-specific	initiatives	including	improving	plant	operations,	upstream	and	downstream efficiencies	and	translating	innovation	into	earnings.	We	anticipate	economies	around	the	world	to	improve	in	2014	and	to	contribute	to	base	business	growth. Europe	is	expected	to	move	into	growth	territory,	China's	export	and	domestic	economies	are	anticipated	to	expand	and	North	America	should	continue	to improve.	Our	initiatives	combined	with	some	economic	improvement	should	contribute	to	growth	in	2014.

# Results	of	Operations

Effective	January	1,	2013,	we	elected	to	change	our	accounting	policy	for	recognizing	actuarial	gains	and	losses	and	changes	in	the	fair	value	of	plan	assets	for	our defined	benefit	pension	plans	and	other	postretirement	benefit	plans.	We	now	immediately	recognize	changes	in	fair	value	of	plan	assets	and	net	actuarial	gains	and losses	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	determined	to	qualify	for	a	remeasurement	during	a	fiscal	year.	The	remaining components	of	net	periodic	benefit	cost	are	recorded	on	a	quarterly	basis.	For	further	discussion,	see	Note	2	-	Summary	of	Accounting	Policies	and	Note	14	-	Benefit Obligations	in	the	accompanying	consolidated	financial	statements.

In	connection	with	the	changes	in	accounting	policy	for	pension	and	other	postretirement	benefits	and	to	properly	match	the	actual	operational	expenses	each	business segment	is	incurring,	we	changed	our	allocation	of	net	periodic	benefit	cost.	We	now	allocate	only	the	service	cost	and	amortization	of	prior	service	cost	components	of our	pension	and	postretirement	plans	to	each	business	segment	on	a	ratable	basis.	All	other	components	of	net	periodic	benefit	cost	(interest	cost,	estimated	return	on assets	and	net	actuarial	gains	and	losses)	are	recorded	to	Other	Activities	as	these	components	are	considered	financing	activities	managed	at	the	corporate	level. Financial	information	for	prior	periods	has	been	retrospectively	adjusted.

# Financial	Highlights

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Statement\tof\tOperations\tData |  |  |  |
| Net\tsales | 6,510 | 6,418 | 6,763 |
| Gross\tprofit | 1,365 | 1,181 | 1,417 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (311) | (830) | (805) |
| Other\t(charges)\tgains,\tnet | (158) | (14) | (48) |
| Operating\tprofit\t(loss) | 1,508 | 175 | 402 |
| Equity\tin\tnet\tearnings\tof\taffiliates | 180 | 242 | 192 |
| Interest\texpense | (172) | (185) | (221) |
| Refinancing\texpense | (1) | (3) | (3) |
| Dividend\tincome\t-\tcost\tinvestments | 93 | 85 | 80 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,609 | 321 | 467 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 376 | 426 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (4) | 1 |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Other\tData |  |  |  |
| Depreciation\tand\tamortization | 305 | 308 | 298 |
| Operating\tmargin(1) | 23.2% | 2.7% | 5.9% |
| Other\t(charges)\tgains,\tnet |  |  |  |
| Employee\ttermination\tbenefits | (23) | (6) | (22) |
| Kelsterbach\tplant\trelocation | (13) | (7) | (47) |
| Plumbing\tactions | — | 5 | 6 |
| Asset\timpairments | (81) | (8) | (1) |
| Plant/office\tclosures | (33) | — | — |
| Commercial\tdisputes | (8) | 2 | 15 |
| Other | — | — | 1 |
| Total\tother\t(charges)\tgains,\tnet |  |  |  |
|  | (158) | (14) | (48) |

# Selected	Data	by	Business	Segment

|  | Year	Ended<br>December	31, |  |  | Year	Ended<br>December	31, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | Change | 2012 | 2011 | Change |
|  |  |  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |  |
| Net\tSales |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 1,352 | 1,261 | 91 | 1,261 | 1,298 | (37) |
| Consumer\tSpecialties | 1,214 | 1,186 | 28 | 1,186 | 1,161 | 25 |
| Industrial\tSpecialties | 1,155 | 1,184 | (29) | 1,184 | 1,223 | (39) |
| Acetyl\tIntermediates | 3,241 | 3,231 | 10 | 3,231 | 3,551 | (320) |
| Other\tActivities | — | — | — | — | 1 | (1) |
| Inter-segment\teliminations | (452) | (444) | (8) | (444) | (471) | 27 |
| Total | 6,510 | 6,418 | 92 | 6,418 | 6,763 | (345) |
| Other\t(Charges)\tGains,\tNet |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | (13) | (2) | (11) | (2) | (49) | 47 |
| Consumer\tSpecialties | — | (4) | 4 | (4) | (3) | (1) |
| Industrial\tSpecialties | (4) | — | (4) | — | — | — |
| Acetyl\tIntermediates | (141) | — | (141) | — | 14 | (14) |
| Other\tActivities | — | (8) | 8 | (8) | (10) | 2 |
| Total | (158) | (14) | (144) | (14) | (48) | 34 |
| Operating\tProfit\t(Loss) |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 904 | 95 | 809 | 95 | 79 | 16 |
| Consumer\tSpecialties | 346 | 251 | 95 | 251 | 229 | 22 |
| Industrial\tSpecialties | 64 | 86 | (22) | 86 | 102 | (16) |
| Acetyl\tIntermediates | 153 | 269 | (116) | 269 | 458 | (189) |
| Other\tActivities | 41 | (526) | 567 | (526) | (466) | (60) |
| Total | 1,508 | 175 | 1,333 | 175 | 402 | (227) |
| Earnings\t(Loss)\tFrom\tContinuing\tOperations\tBefore\tTax |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 1,053 | 285 | 768 | 285 | 242 | 43 |
| Consumer\tSpecialties | 441 | 341 | 100 | 341 | 309 | 32 |
| Industrial\tSpecialties | 64 | 86 | (22) | 86 | 104 | (18) |
| Acetyl\tIntermediates | 158 | 282 | (124) | 282 | 468 | (186) |
| Other\tActivities | (107) | (673) | 566 | (673) | (656) | (17) |
| Total | 1,609 | 321 | 1,288 | 321 | 467 | (146) |
| Depreciation\tand\tAmortization |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 110 | 113 | (3) | 113 | 100 | 13 |
| Consumer\tSpecialties | 41 | 45 | (4) | 45 | 44 | 1 |
| Industrial\tSpecialties | 52 | 55 | (3) | 55 | 45 | 10 |
| Acetyl\tIntermediates | 86 | 80 | 6 | 80 | 96 | (16) |
| Other\tActivities | 16 | 15 | 1 | 15 | 13 | 2 |
| Total | 305 | 308 | (3) | 308 | 298 | 10 |
| Operating\tMargin |  |  |  |  |  |  |
| Advanced\tEngineered\tMaterials | 66.9% | 7.5% |  | 7.5% | 6.1% |  |
| Consumer\tSpecialties | 28.5% | 21.2% |  | 21.2% | 19.7% |  |
| Industrial\tSpecialties | 5.5% | 7.3% |  | 7.3% | 8.3% |  |
| Acetyl\tIntermediates | 4.7% | 8.3% |  | 8.3% | 12.9% |  |
| Total | 23.2% | 2.7% |  | 2.7% | 5.9% |  |

# Factors	Affecting	Business	Segment	Net	Sales

The	percentage	increase	(decrease)	in	net	sales	attributable	to	each	of	the	factors	indicated	for	each	of	our	business	segments	is	as	follows:

# Consolidated	Results	–	Year	Ended	December	31,	2013	Compared	with	Year	Ended	December	31,	2012

Net	sales	increased	$92	million	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to	higher	volumes	in	our	Advanced Engineered	Materials	segment	resulting	from	increased	penetration	in	automotive	applications	in	the	Americas	and	Asia	and	targeted	growth	programs	within	Asia	for our	consumer	and	industrial	applications.

Selling,	general	and	administrative	expenses	decreased	$519	million,	or	62.5%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily due	to	the	impact	of	pension	and	other	postretirement	plan	activity	of	$513	million.	Selling,	general	and	administrative	expenses	as	a	percentage	of	sales	decreased	to 4.8%	in	2013	from	12.9%	in	2012.

The	favorable	impact	of	pension	and	other	postretirement	plan	activity	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	includes	a	change	in net	actuarial	gain	(loss)	recorded	to	Other	Activities	of	$451	million,	a	net	settlement/	curtailment	gain	related	to	actions	taken	on	certain	pension	plans	in	the	US,	the United	Kingdom	and	Canada	allocated	across	the	appropriate	business	segments	and	Other	Activities	of	$23	million,	lower	interest	cost	and	expected	return	on	plan assets	recorded	to	Other	Activities	of	$34	million	and	prior	service	credit	amortization	related	to	a	US	postretirement	health	care	plan	allocated	across	all	business segments	and	Other	Activities	of	$5	million.	See	Note	14	-	Benefit	Obligations	in	the	accompanying	consolidated	financial	statements	for	further	information	regarding this	activity.

Other	(charges)	gains,	net	changed	$144	million,	or	1,028.6%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to	$141	million of	higher	expenses	in	our	Acetyl	Intermediates	segment.	In	December	2013,	we	closed	our	acetic	anhydride	facility	in	Roussillon,	France	and	our	vinyl	acetate	monomer ("VAM")	facility	in	Tarragona,	Spain.	Accordingly,	we	recorded	$20	million	of	employee	termination	benefits,	$33	million	of	contract	termination	costs	and	$34	million of	long-lived	asset	impairment	losses	during	the	three	months	ended	December	31,	2013.	We	also	recorded	long-lived	asset	impairment	losses	of	$46	million	related	to our	Singapore	acetic	acid	production	unit	during	this	period.	See	Note	17	-	Other	(Charges)	Gains,	Net	in	the	accompanying	consolidated	financial	statements	for	further information	regarding	these	charges.

Operating	profit	increased	$1,333	million,	or	761.7%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	reflective	of	increased	Net	sales, decreased	Selling,	general	and	administrative	expenses	and	the	December	2013	recognition	of	a	gain	of	$742	million,	which	represents	the	deferred	proceeds	in	excess	of divested	assets	as	a	result	of	the	2006	settlement	agreement	with	the	Frankfurt,	Germany	Airport	("Fraport")	to	move	our	German	polyacetal	("POM")	operations.	The proceeds	are	included	in	our	Advanced	Engineered	Materials	segment.	See	Note	27	-	Plant	Relocation	in	the

accompanying	consolidated	financial	statements	for	further	information.	These	increases	more	than	offset	the	negative	impact	of	Other	(charges)	gains,	net.	Operating profit	as	a	percentage	of	sales	for	the	year	ended	2013	increased	to	23.2%	from	2.7%	in	2012.

Equity	in	net	earnings	of	affiliates	decreased	$62	million	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to	$19	million	of lower	earnings	from	our	Ibn	Sina	affiliate	and	$18	million	of	lower	earnings	in	our	Polyplastics	affiliate	both	included	in	our	Advanced	Engineered	Materials	segment. During	the	year	ended	December	31,	2013,	our	InfraServ	Hoechst	affiliate	recorded	one-time	employee	termination	benefits	resulting	in	a	reduction	of	net	earnings	of affiliates	of	$8	million	of	which	$1	million	was	attributable	to	our	Consumer	Specialties	segment,	$2	million	to	our	Acetyl	Intermediates	segment	and	$5	million	to Other	Activities.

Our	effective	income	tax	rate	for	the	year	ended	December	31,	2013	was	32%	compared	to	(17)%	for	the	year	ended	December	31,	2012.	The	effective	tax	rate	for	2012 was	favorably	impacted	by	foreign	tax	credit	carryforwards	realized	in	the	US	and	offset	by	deferred	tax	charges	related	to	changes	in	assessment	regarding	the permanent	reinvestment	of	certain	foreign	earnings.

Net	sales	decreased	$345	million,	or	5.1%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily	due	to	lower	pricing	in	our	Acetyl Intermediates	segment	and	unfavorable	currency	impacts	across	all	our	segments,	except	Consumer	Specialties,	due	to	the	stronger	US	dollar	against	the	Euro.	Although Acetyl	Intermediates	volumes	remained	flat	compared	to	the	prior	year,	acetic	acid	pricing	declined	compared	to	2011	as	a	result	of	the	unfavorable	economic	conditions in	Europe	and	Asia.	Also	in	2011,	temporarily	elevated	industry	utilization	due	to	planned	and	unplanned	outages	of	acetyl	products	resulted	in	higher	industry	pricing.

Selling,	general	and	administrative	expenses	increased	$25	million,	or	3.1%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily due	to	an	increase	in	our	actuarial	loss	on	our	defined	benefit	pension	plans	and	other	postretirement	plans	of	$54	million	as	compared	to	the	prior	year	partially	offset by	a	reduction	in	business	and	functional	optimization	initiatives	and	other	productivity	spending.

Other	(charges)	gains,	net	changed	$34	million,	or	70.8%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily	due	to	lower expenses	related	to	the	relocation	of	our	German	POM	operations	to	the	Frankfurt	Hoechst	Industrial	Park	in	Germany.	During	the	years	ended	December	31,	2012	and 2011,	we	recorded	$7	million	and	$47	million	of	relocation	expenses,	respectively.	Additionally,	we	recorded	$8	million	of	employee	termination	benefits	during	the year	ended	December	31,	2011	related	to	the	relocation	of	our	German	POM	plant.	No	additional	employee	termination	benefits	were	recorded	in	2012.	See	Note	27	- Plant	Relocation	in	the	accompanying	consolidated	financial	statements	for	further	information	regarding	the	POM	plant	relocation.	The	German	POM	operations	are included	in	our	Advanced	Engineered	Materials	segment.	During	the	year	ended	December	31,	2011,	we	also	received	consideration	of	$17	million	in	connection	with the	settlement	of	a	claim	against	a	bankrupt	supplier.	The	resolution	of	this	commercial	dispute	is	included	in	our	Acetyl	Intermediates	segment.

Operating	profit	decreased	$227	million,	or	56.5%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily	due	to	lower	pricing	in	our Acetyl	Intermediates	segment,	unfavorable	currency	impacts	and	an	increase	in	our	actuarial	loss	on	our	defined	benefit	pension	plans	and	other	postretirement	plans	of $83	million	as	compared	to	the	prior	year	partially	offset	by	the	change	in	Other	(charges)	gains,	net.	Operating	profit	as	a	percentage	of	sales	in	2012	decreased	to	2.7% from	5.9%	in	2011.

Equity	in	net	earnings	of	affiliates	increased	$50	million	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily	due	to	$18	million	in higher	earnings	in	our	Ibn	Sina	affiliate	and	$13	million	in	our	Polyplastics	affiliate	both	included	in	our	Advanced	Engineered	Materials	segment.	During	the	year ended	December	31,	2012,	a	subsidiary	of	our	InfraServ	Hoechst	affiliate	restructured	its	debt	resulting	in	additional	net	earnings	of	affiliates	of	$22	million	of	which	$3 million	was	attributable	to	our	Consumer	Specialties	segment,	$6	million	to	our	Acetyl	Intermediates	segment	and	$13	million	to	Other	Activities.

Our	effective	income	tax	rate	for	the	year	ended	December	31,	2012	was	(17)%	compared	to	9%	for	the	year	ended	December	31,	2011.	The	effective	tax	rate	for	2012 was	favorably	impacted	by	foreign	tax	credit	carryforwards	realized	in	the	US	and	offset	by	deferred	tax	charges	related	to	changes	in	assessment	regarding	permanent reinvestment	of	certain	foreign	earnings.

# Business	Segments	–	Year	Ended	December	31,	2013	Compared	with	Year	Ended	December	31,	2012

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,352 | 1,261 | 91 |
| Net\tSales\tVariance |  |  |  |
| Volume | 5% |  |  |
| Price | 1% |  |  |
| Currency | 1% |  |  |
| Other | —% |  |  |
| Other\t(charges)\tgains,\tnet | (13) | (2) | (11) |
| Operating\tprofit\t(loss) | 904 | 95 | 809 |
| Operating\tmargin | 66.9% | 7.5% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 148 | 190 | (42) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,053 | 285 | 768 |
| Depreciation\tand\tamortization | 110 | 113 | (3) |

Our	Advanced	Engineered	Materials	segment	includes	our	engineered	materials	business,	which	develops,	produces	and	supplies	a	broad	portfolio	of	high	performance specialty	polymers	for	application	in	automotive,	medical	and	electronics	products,	as	well	as	other	consumer	and	industrial	applications.	Together	with	our	strategic affiliates,	our	engineered	materials	business	is	a	leading	participant	in	the	global	specialty	polymers	industry.	The	primary	products	of	Advanced	Engineered	Materials are	polyoxymethylene,	also	commonly	known	as	polyacetal	("POM"),	GUR®	ultra-high	molecular	weight	polyethylene,	polybutylene	terephthalate	("PBT"),	long-fiber reinforced	thermoplastics	("LFT")	and	liquid	crystal	polymers	("LCP").	POM,	LFT	and	PBT	are	used	in	a	broad	range	of	products	including	automotive	components, medical	devices,	electronics,	appliances	and	industrial	applications.	GUR®	ultra-high	molecular	weight	polyethylene	is	used	in	battery	separators,	conveyor	belts, filtration	equipment,	coatings	and	medical	devices.	Primary	end	uses	for	LCP	are	electrical	and	electronics	applications	or	products.	Polyphenylene	sulfide	("PPS"),	sold under	the	Fortron®	brand,	is	a	key	product	of	Fortron	Industries	LLC,	one	of	our	strategic	affiliates.	PPS	is	used	in	a	wide	variety	of	automotive	and	other	applications, especially	those	requiring	heat	and/or	chemical	resistance.

Advanced	Engineered	Materials'	net	sales	increased	$91	million,	or	7.2%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to increased	POM	and	LFT	volumes	resulting	from	increased	penetration	in	automotive	applications	in	the	Americas	and	Asia.	Volumes	in	Asia	also	improved	across	all product	lines	due	to	targeted	growth	programs	in	consumer	and	industrial	applications.	Higher	pricing	and	product	mix,	mainly	for	medical	applications,	also	contributed to	the	increase	in	net	sales	for	the	year	ended	December	31,	2013.

Operating	profit	increased	$809	million,	or	851.6%,	for	the	year	ended	December	31,	2013	as	compared	to	the	same	period	in	2012	primarily	driven	by	the	recognition	of a	gain	of	$742	million,	which	represents	the	deferred	proceeds	in	excess	of	divested	assets	as	a	result	of	the	2006	settlement	agreement	with	Fraport	to	move	our	German POM	operations.	Title	to	our	Kelsterbach,	Germany	POM	facility	land	and	buildings	transferred	to	Fraport	during	the	three	months	ended	December	31,	2013	triggering the	gain	recognition.	Pension	and	other	postretirement	benefit	plan	activity	of	$25	million	primarily	related	to	a	curtailment	gain	in	the	US	and	prior	service	credit amortization	contributed	to	the	increase	in	operating	profit.	Increased	volumes,	a	shift	in	product	mix	to	higher	margin	medical	applications	and	slightly	lower	raw material	costs	also	contributed	to	increased	operating	profit.	These	changes	were	partially	offset	by	higher	energy	costs	of	$21	million	resulting	from	higher	prices	and usage	and	an	$11	million	negative	impact	from	Other	(charges)	gains,	net	for	the	year	ended	December	31,	2013	as	compared	to	the	same	period	in	2012.	The	negative impact	of	Other	(charges)	gains,	net	primarily	reflects	an	increase	of	$6	million	in	costs	associated	with	the	relocation	and	expansion	of	our	German	POM	operations	and a	2012	$4	million	legal	reserve	reduction	associated	with	plumbing	actions.

Equity	in	net	earnings	(loss)	of	affiliates	decreased	$42	million	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to	decreases	in earnings	from	our	Ibn	Sina	and	Polyplastics	Co.,	Ltd.	strategic	affiliates	of	$19	million	and	$18	million,	respectively.	The	decrease	in	Ibn	Sina	earnings	was	largely	the result	of	the	timing	of	turnaround

activity,	lower	methyl	tertiary-butyl	ether	("MTBE")	pricing	and	lower	sales	volumes.	Polyplastics	Co.,	Ltd.	earnings	decreased	due	to	slightly	lower	pricing,	higher turnaround	and	sales	expenses	and	restructuring	charges	related	to	one	of	their	affiliates.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,214 | 1,186 | 28 |
| Net\tSales\tVariance |  |  |  |
| Volume | (4)\t% |  |  |
| Price | 6\t% |  |  |
| Currency | —\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | — | (4) | 4 |
| Operating\tprofit\t(loss) | 346 | 251 | 95 |
| Operating\tmargin | 28.5\t% | 21.2% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 3 | 6 | (3) |
| Dividend\tincome\t-\tcost\tinvestments | 92 | 83 | 9 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 441 | 341 | 100 |
| Depreciation\tand\tamortization | 41 | 45 | (4) |

Our	Consumer	Specialties	segment	includes	our	cellulose	derivatives	and	food	ingredients	businesses,	which	serve	consumer-driven	applications.	Our	cellulose derivatives	business	is	a	leading	global	producer	and	supplier	of	acetate	flake,	acetate	tow	and	acetate	film,	primarily	used	in	filter	products	applications.	Our	food ingredients	business	is	a	leading	international	supplier	of	premium	quality	ingredients	for	the	food	and	beverage	and	pharmaceuticals	industries	and	is	one	of	world's largest	producers	of	food	protection	ingredients,	such	as	potassium	sorbates	and	sorbic	acid.	Our	food	ingredients	business	produces	and	sells	the	Qorus™	sweetener system	and	Sunett®	high	intensity	sweeteners.

Net	sales	for	Consumer	Specialties	increased	$28	million,	or	2.4%,	for	the	year	ended	December	31,	2013	as	compared	to	the	same	period	in	2012	primarily	due	to higher	pricing	in	the	cellulose	derivatives	business	partially	offset	by	lower	volumes	in	both	the	cellulose	derivatives	and	food	ingredients	businesses.	Acetate	tow pricing	increased	8%	across	all	regions	while	volumes	declined	due	to	the	cessation	of	manufacturing	of	acetate	flake	and	acetate	tow	at	our	Spondon,	United	Kingdom facility	in	November	2012.

Operating	profit	increased	$95	million,	or	37.8%,	for	the	year	ended	December	31,	2013	as	compared	with	the	same	period	in	2012	primarily	due	to	the	increase	in acetate	tow	pricing	and	a	$57	million	favorable	impact	from	the	cessation	of	production	of	acetate	flake	and	acetate	tow	at	our	Spondon,	Derby,	United	Kingdom facility	in	November	2012,	including	lower	energy	and	plant	costs.	Pension	and	other	postretirement	benefit	plan	activity	of	$15	million	primarily	related	to	a curtailment	gain	in	the	US	and	prior	service	credit	amortization	contributed	to	the	increase	in	operating	profit.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,155 | 1,184 | (29) |
| Net\tSales\tVariance |  |  |  |
| Volume | (1)\t% |  |  |
| Price | (3)\t% |  |  |
| Currency | 2\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | (4) | — | (4) |
| Operating\tprofit\t(loss) | 64 | 86 | (22) |
| Operating\tmargin | 5.5\t% | 7.3% |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 64 | 86 | (22) |
| Depreciation\tand\tamortization | 52 | 55 | (3) |

Our	Industrial	Specialties	segment	includes	our	emulsion	polymers	and	EVA	polymers	businesses.	Our	emulsion	polymers	business	is	a	leading	global	producer	of vinyl	acetate-based	emulsions	and	develops	products	and	application	technologies	to	improve	performance,	create	value	and	drive	innovation	in	applications	such	as paints	and	coatings,	adhesives,	construction,	glass	fiber,	textiles	and	paper.	Our	emulsion	polymers	products	are	sold	under	globally	and	regionally	recognized	brands including	EcoVAE®,	Mowilith®,	Vinamul®,	Celvolit®,	BriteCoat®,	TufCOR®	and	Avicor®.	Our	EVA	polymers	business	is	a	leading	North	American	manufacturer	of	a full	range	of	specialty	ethylene	vinyl	acetate	("EVA")	resins	and	compounds	as	well	as	select	grades	of	low-density	polyethylene.	Sold	under	the	Ateva®	and	VitalDose® brands,	these	products	are	used	in	many	applications,	including	flexible	packaging	films,	lamination	film	products,	hot	melt	adhesives,	medical	products,	automotive, carpeting	and	photovoltaic	cells.

Net	sales	decreased	in	Industrial	Specialties	$29	million,	or	2.4%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	reflecting	lower pricing	for	both	the	emulsion	polymers	and	EVA	polymers	businesses	partially	offset	by	favorable	currency	impacts	resulting	from	a	strong	Euro	and	Chinese	Renminbi to	the	US	dollar.	Lower	pricing	in	our	emulsion	polymers	business	was	driven	by	lower	raw	material	costs	across	all	regions,	primarily	VAM	in	Europe	and	Asia	and ethylene	in	North	America.	Lower	pricing	across	all	product	lines	in	our	EVA	polymers	business	was	driven	by	lower	raw	material	costs,	primarily	ethylene,	lower demand	in	Asia	and	North	America	as	well	as	strong	supply	into	several	end-use	applications,	including	hot	melt	adhesives	and	photovoltaic	cells.

Operating	profit	decreased	$22	million,	or	25.6%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	reflecting	lower	pricing	in	our	EVA polymers	businesses	and	a	pension	plan	settlement	loss	of	$9	million	in	the	United	Kingdom	partially	offset	by	a	curtailment	gain	in	the	US	and	prior	service	credit amortization.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 3,241 | 3,231 | 10 |
| Net\tSales\tVariance |  |  |  |
| Volume | 1\t% |  |  |
| Price | (2)\t% |  |  |
| Currency | 1\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | (141) | — | (141) |
| Operating\tprofit\t(loss) | 153 | 269 | (116) |
| Operating\tmargin | 4.7\t% | 8.3% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 5 | 11 | (6) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 158 | 282 | (124) |
| Depreciation\tand\tamortization | 86 | 80 | 6 |

Our	Acetyl	Intermediates	segment	includes	our	intermediate	chemistry	business,	which	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.	This	business	segment	also produces	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

Net	sales	increased	$10	million,	or	0.3%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	reflecting	slightly	higher	volumes	due	to	muted demand,	offset	by	pricing	pressure	on	derivatives,	particularly	in	Europe	and	Asia.

Operating	profit	decreased	$116	million,	or	43.1%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to	the	negative	impact	of Other	(charges)	gains,	net	of	$141	million.	As	a	result	of	the	closure	of	our	acetic	anhydride	facility	in	Roussillon,	France	and	our	VAM	facility	in	Tarragona,	Spain	in December	2013,	we	recorded	$20	million	of	employee	termination	benefits,	$33	million	of	contract	termination	costs	and	$34	million	of	long-lived	asset	impairment losses	to	fully	write-off	the	related	property,	plant	and	equipment.	Long-lived	asset	impairment	losses	of	$46	million	were	also	recorded	during	the	three	months	ended December	31,	2013	to	fully	write-off	the	property,	plant	and	equipment	at	our	Singapore	acetic	acid	production	unit.

Partially	offsetting	the	negative	impact	of	Other	(charges)	gains,	net	are	increases	to	operating	profit	for	the	year	ended	December	31,	2013	as	compared	to	the	same period	in	2012	resulting	from	lower	raw	material	costs,	mainly	ethylene,	and	pension	and	other	postretirement	benefit	plan	activity	of	$14	million	primarily	related	to	a curtailment	gain	in	the	US	and	prior	service	credit	amortization.

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	results	of	our	captive	insurance	companies.	Other	Activities	also	includes	the	interest	cost,	expected return	on	assets	and	net	actuarial	gains	and	losses	components	of	our	net	periodic	benefit	cost	for	our	defined	benefit	pension	plans	and	other	post	retirement	plans, which	are	not	allocated	to	our	business	segments.

Operating	profit	for	Other	Activities	increased	$567	million,	or	107.8%,	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	primarily	due	to favorable	changes	in	pension	and	other	postretirement	plan	activity	of	$555	million,	primarily	recorded	to	Selling,	general	and	administrative	expenses	and	a	decrease	in Other	(charges)	gains,	net	of	$8	million.	Other	(charges)	gains,	net	was	lower	for	the	year	ended	December	31,	2013	primarily	due	to	the	absence	of	$9	million	in insurance	losses	paid	compared	to	the	same	period	in	2012.	These	charges	were	offset	in	our	Consumer	Specialties	segment	in	2012.

The	favorable	impact	of	pension	and	other	postretirement	plan	activity	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012	includes	a	change	in net	actuarial	gain	(loss)	of	$496	million,	a	net	settlement/	curtailment	gain	related	to	actions	taken	on	certain	pension	plans	in	the	US,	the	United	Kingdom	and	Canada of	$19	million,	lower	interest	cost	and	expected	return	on	plan	assets	recorded	to	Other	Activities	of	$38	million	and	prior	service	credit	amortization	related	to	a	US postretirement	health	care	plan	allocated	across	all	business	segments	and	Other	Activities	of	$2	million.	See	Note	14	-	Benefit	Obligations	in	the	accompanying consolidated	financial	statements	for	further	information	regarding	this	activity.

# Business	Segment	-	Year	Ended	December	31,	2012	Compared	with	Year	Ended	December	31,	2011

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,261 | 1,298 | (37) |
| Net\tSales\tVariance |  |  |  |
| Volume | (2)\t% |  |  |
| Price | 2\t% |  |  |
| Currency | (3)\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | (2) | (49) | 47 |
| Operating\tprofit\t(loss) | 95 | 79 | 16 |
| Operating\tmargin | 7.5\t% | 6.1% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 190 | 161 | 29 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 285 | 242 | 43 |
| Depreciation\tand\tamortization | 113 | 100 | 13 |

Advanced	Engineered	Materials'	net	sales	decreased	$37	million,	or	2.9%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011.	The	decrease	in net	sales	was	primarily	due	to	the	weak	economic	conditions	in	Europe,	particularly	impacting	demand	for	automotive	and	industrial	applications	in	this	region,	partially offset	by	increased	volumes	in	automotive	applications	in	the	Americas.	The	weak	Euro	had	an	unfavorable	currency	impact	on	net	sales.	2%	higher	average	pricing across	most	product	lines	partially	offset	the	lower	volumes	and	unfavorable	currency	impacts.

Operating	profit	increased	$16	million,	or	20.3%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	primarily	due	to	a	change	in	other (charges)	gains,	net	of	$47	million	primarily	associated	with	the	relocation	and	expansion	of	our	Kelsterbach,	Germany	POM	production	operations,	which	more	than offset	the	higher	depreciation	of	$13	million	mainly	related	to	the	new	POM	production	facility	in	Frankfurt	Hoechst	Industrial	Park.	Increased	pricing	resulted	in expanded	margins,	which	partially	offset	lower	volumes,	unfavorable	currency	impacts	and	higher	expenses	of	$28	million,	primarily	related	to	plant	maintenance, integrating	manufacturing	operations	from	recently	acquired	product	lines	and	investing	in	our	compounding	operations	in	Asia.

For	the	year	ended	December	31,	2012,	equity	in	net	earnings	(loss)	of	affiliates	increased	$29	million	primarily	due	to	an	$18	million	increase	in	earnings	in	our	Ibn Sina	affiliate,	which	provides	an	economic	hedge	against	raw	material	costs	used	in	our	specialty	polymer	operations.	The	increase	in	Ibn	Sina	earnings	was	primarily driven	by	higher	pricing	of	methanol	and	methyl	tertiary-butyl	ether.	Operating	and	financial	results	of	our	Polyplastics	affiliate	for	the	year	ended	December	31,	2011 were	modestly	impacted	by	the	March	2011	natural	disasters	in	Japan	and	a	plant	turnaround	during	the	three	months	ended	December	31,	2011.	No	such	events occurred	in	2012	with	earnings	in	our	Polyplastics	affiliate	up	$13	million	over	2011.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,186 | 1,161 | 25 |
| Net\tSales\tVariance |  |  |  |
| Volume | (4)\t% |  |  |
| Price | 6\t% |  |  |
| Currency | —\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | (4) | (3) | (1) |
| Operating\tprofit\t(loss) | 251 | 229 | 22 |
| Operating\tmargin | 21.2\t% | 19.7% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 6 | 2 | 4 |
| Dividend\tincome\t-\tcost\tinvestments | 83 | 78 | 5 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 341 | 309 | 32 |
| Depreciation\tand\tamortization | 45 | 44 | 1 |

Net	sales	for	Consumer	Specialties	increased	$25	million,	or	2.2%,	for	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011	due	to	6%	higher pricing	in	our	cellulose	derivatives	business,	which	more	than	offset	the	decline	in	volumes.	Volumes	declined	in	our	cellulose	derivatives	business	primarily	due	to actions	taken	to	accommodate	the	November	2012	shutdown	of	our	acetate	tow	and	acetate	flake	manufacturing	operations	at	our	Spondon,	Derby,	United	Kingdom site.	Net	sales	for	our	food	ingredients	business	remained	flat	over	prior	year.

Operating	profit	increased	$22	million,	or	9.6%,	for	the	year	ended	December	31,	2012	as	compared	with	the	same	period	in	2011	as	higher	pricing	more	than	offset lower	volumes	and	$24	million	in	higher	plant	maintenance	and	energy	costs.	Plant	maintenance	costs	included	$10	million	of	increased	spending	related	to	a	temporary production	outage	during	the	three	months	ended	March	31,	2012.

Other	(charges)	gains,	net	changed	$1	million	for	the	year	ended	December	31,	2012	primarily	due	to	insurance	recoveries	received	of	$9	million	related	to	an	electrical disruption	in	2010	at	our	cellulose	derivatives	manufacturing	facility	in	Narrows,	Virginia	offset	by	$8	million	of	long-lived	asset	impairment	losses	related	to	the closure	of	our	Spondon,	Derby,	United	Kingdom	facility.	The	insurance	recoveries	were	offset	in	our	captive	insurance	companies	included	in	Other	Activities.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 1,184 | 1,223 | (39) |
| Net\tSales\tVariance |  |  |  |
| Volume | 3\t% |  |  |
| Price | (3)\t% |  |  |
| Currency | (3)\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | — | — | — |
| Operating\tprofit\t(loss) | 86 | 102 | (16) |
| Operating\tmargin | 7.3\t% | 8.3% |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 86 | 104 | (18) |
| Depreciation\tand\tamortization | 55 | 45 | 10 |

Net	sales	decreased	in	our	Industrial	Specialties	segment	$39	million,	or	3.2%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011.	Volumes increased,	reflecting	the	increased	demand	in	North	America	and	Asia	for	our	emulsion	polymer	applications,	but	were	not	sufficient	to	offset	the	impacts	of	lower pricing	and	unfavorable	currency,	mostly	due	to	the	stronger	dollar	against	the	Euro.	Lower	pricing	was	primarily	driven	by	lower	raw	material	costs,	a	shift	in	product mix	in	our	emulsion	polymers	business	and	soft	global	demand	for	photovoltaic	applications.

Operating	profit	decreased	$16	million,	or	15.7%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011.	The	decrease	in	operating	profit	is attributed	to	the	3%	lower	average	pricing,	partially	offset	by	higher	volumes	as	well	as	lower	raw	material	costs	of	$34	million,	primarily	related	to	ethylene	and	VAM. Depreciation	and	amortization	increased	$10	million	compared	to	prior	year,	primarily	due	to	increased	amortization	in	our	emulsion	polymers	business	related	to	the recent	acquisition	of	finite-lived	intangible	assets	and	increased	depreciation	related	to	the	China	vinyl	acetate	ethylene	("VAE")	emulsions	capacity	expansion.

|  | Year	Ended	December	31, |  |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | Change |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Net\tsales | 3,231 | 3,551 | (320) |
| Net\tSales\tVariance |  |  |  |
| Volume | —\t% |  |  |
| Price | (7)\t% |  |  |
| Currency | (2)\t% |  |  |
| Other | —\t% |  |  |
| Other\t(charges)\tgains,\tnet | — | 14 | (14) |
| Operating\tprofit\t(loss) | 269 | 458 | (189) |
| Operating\tmargin | 8.3\t% | 12.9% |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 11 | 5 | 6 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 282 | 468 | (186) |
| Depreciation\tand\tamortization | 80 | 96 | (16) |

Net	sales	decreased	$320	million,	or	9.0%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011	due	to	lower	pricing	and	unfavorable	foreign currency	impacts	primarily	driven	by	the	weakening	of	the	Euro	against	the	US	dollar.	Volumes	overall	remained	flat,	with	higher	downstream	product	volumes, primarily	VAM	and	acetic	anhydride,	offsetting	the	decline	in	acetic	acid	volumes.	Acetic	acid	pricing	and	demand	declined	during	the	year	ended	December	31,	2012 as	a	result	of	the	unfavorable	economic	conditions	in	Europe	and	Asia.	Also	in	2011,	temporarily	elevated	industry	utilization	due	to	planned	and	unplanned	outages	of acetyl	production	facilities	resulted	in	higher	industry	pricing.

Operating	profit	decreased	$189	million,	or	41.3%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011	primarily	due	to	the	7%	decrease	in	sales prices	and	2%	impact	of	unfavorable	foreign	currency	on	sales.	The	decrease	in	operating	profit	was	partially	offset	by	lower	raw	materials	costs	of	$69	million	and lower	plant	maintenance	of	$20	million.	Other	(charges)	gains,	net	changed	$14	million	for	the	year	ended	December	31,	2012.	During	the	year	ended	December	31, 2011	we	received	consideration	of	$17	million	in	connection	with	the	settlement	of	a	claim	against	a	bankrupt	supplier.	No	such	settlement	was	received	in	2012. Depreciation	and	amortization	decreased	$16	million	primarily	due	to	certain	customer-related	intangible	assets	being	fully	amortized	in	2011.

The	operating	loss	for	Other	Activities	increased	$60	million,	or	12.9%,	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011	due	to	an	increase	in our	actuarial	loss	on	pension	and	postretirement	plans	of	$83	million	and	captive	insurance	losses	paid	of	$9	million	during	the	year	ended	December	31,	2012	related	to an	electrical	disruption	in	2010	at	our	cellulose	derivatives	manufacturing	facility	in	Narrows,	Virginia.	Insurance	recovery	costs	were	offset	in	our	Consumer Specialties	segment	in	2012.	These	costs	were	partially	offset	by	lower	interest	cost	and	expected	return	on	plan	assets	recorded	to	Other	Activities	of	$23	million	and	a decrease	of	$18	million	in	business	and	functional	optimization	initiatives,	stock-based	compensation	costs	and	other	productivity	spending.

# 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,	as	of	December	31,	2013	we	have	$600	million	available	for	borrowing	under	our	revolving	credit	facility	and	$18	million	available	under	our	accounts receivable	securitization	facility	to	assist,	if	required,	in	meeting	our	working	capital	needs	and	other	contractual	obligations.

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	2014.	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.

On	May	15,	2013,	together	with	Mitsui	&	Co.,	Ltd.,	of	Tokyo,	Japan	("Mitsui"),	we	announced	that	we	had	signed	an	agreement	to	establish	a	joint	venture	for	the production	of	methanol	at	our	integrated	chemical	plant	in	Clear	Lake,	Texas.	The	planned	methanol	unit	will	utilize	natural	gas	in	the	US	Gulf	Coast	region	as	a feedstock	and	will	benefit	from	the	existing	infrastructure	at	our	Clear	Lake	facility.	As	a	result,	the	total	shared	capital	and	expense	investment	in	the	facility	is estimated	to	be	$800	million.	Our	portion	of	the	investment	is	estimated	to	be	$300	million,	in	addition	to	previously	invested	assets	at	our	Clear	Lake	facility.	The planned	methanol	unit	will	have	an	annual	capacity	of	1.3	million	tons	and	is	expected	to	be	operational	in	the	second	half	of	2015.

As	a	result	of	the	National	Emission	Standard	for	Hazardous	Air	Pollutants	for	Industrial,	Commercial,	and	Institutional	Boilers	and	Process	Heaters	("Boiler	MACT") regulations	discussed	in	Item	1A.	Risk	Factors,	we	are	required	to	make	significant	capital	expenditures	to	comply	with	stricter	emissions	requirements	for	industrial boilers	and	process	heaters	at	our	Narrows,	Virginia	cellulose	derivatives	facility.	In	October	2012,	we	received	approval	to	proceed	with	replacing	the	coal-fired	boilers at	our	Narrows,	Virginia	site	with	new,	natural	gas-fired	boilers	and	construction	began	during	the	first	half	of	2013.	We	anticipate	the	project	will	be	completed	in	mid- 2015.	Our	total	investment	is	estimated	at	over	$150	million.

Total	cash	outflows	for	capital	expenditures,	including	the	specific	projects	above,	are	expected	to	be	in	the	range	of	$450	million	to	$500	million	in	2014	due	to	the construction	of	the	Clear	Lake	methanol	unit	and	conversion	of	our	coal	to	gas	boilers	at	our	cellulose	derivatives	plant	in	Narrows,	Virginia.	The	expected	2014	total cash	outflows	for	capital	expenditures	includes	our	portion	of	the	investment	in	the	planned	methanol	unit	at	our	Clear	Lake,	Texas	plant.

As	a	result	of	the	Roussillon	acetic	anhydride	facility	closure	and	the	Tarragona	VAM	facility	closure,	we	recorded	personnel-related	exit	costs	of	$20	million,	contract termination	costs	of	$33	million,	other	facility	shutdown	costs	of	$5	million	and	$34	million	of	non-cash	asset	impairments	during	the	three	months	ended	December	31, 2013.	The	related	cash	outflows	will	occur	over	a	one-year	period.

On	a	stand-alone	basis,	Celanese	and	its	immediate	100%	owned	subsidiary,	Celanese	US	Holdings	LLC	("Celanese	US"),	have	no	material	assets	other	than	the	stock of	their	subsidiaries	and	no	independent	external	operations	of	their	own.	Accordingly,	they	generally	depend	on	the	cash	flow	of	their	subsidiaries	and	their	ability	to pay	dividends	and	make	other	distributions	to	Celanese	and	Celanese	US	in	order	to	meet	their	obligations,	including	their	obligations	under	senior	credit	facilities	and senior	notes	and	to	pay	dividends	on	Celanese	Series	A	common	stock.

# Cash	Flows

Cash	and	cash	equivalents	as	of	December	31,	2013	were	$984	million,	an	increase	of	$25	million	from	December	31,	2012.	As	of	December	31,	2013,	$700	million	of the	$984	million	of	cash	and	cash	equivalents	was	held	by	our	foreign	subsidiaries.	If	these	funds	are	needed	for	our	operations	in	the	US,	we	may	be	required	to	accrue and	pay	US	taxes	to	repatriate	these	funds.	Our	intent	is	to	permanently	reinvest	these	funds	outside	of	the	US,	with	the	possible	exception	of	funds	that	have	been previously	subject	to	US	federal	and	state	taxation.	While	we	may	repatriate	cash	from	time	to	time,	our	current	plans	do	not	demonstrate	a	need	to	repatriate	cash	held by	our	foreign	subsidiaries	in	a	taxable	transaction	to	fund	our	US	operations.	Cash	and	cash	equivalents	as	of	December	31,	2012	were	$959	million,	an	increase	of $277	million	from	December	31,	2011.

# •Net	Cash	Provided	by	Operating

# Activities

Cash	flow	provided	by	operating	activities	increased	by	$40	million	for	the	year	ended	December	31,	2013	compared	to	the	same	period	in	2012,	with	operating	cash inflows	increasing	from	$722	million	to	$762	million.	Cash	flow	provided	by	operations	for	the	year	ended	December	31,	2013	increased	primarily	as	a	result	of stronger	earnings	performance	and	a	$192	million	reduction	in	pension	plan	and	other	postretirement	benefit	plan	contributions	made	during	the	year	ended December	31,	2013	as	compared	to	the	prior	year.	These	favorable	impacts	were	partially	offset	by	lower	dividends	from	our	equity	investments,	higher	cash	taxes	paid and	a	less	favorable	change	in	trade	working	capital.	The	$121	million	decrease	in	dividends	from	our	equity	investments	was	primarily	due	to	the	absence	of	a	$75 million	cash	dividend	received	from	our	Polyplastics	Co.,	Ltd.	strategic	affiliate	in	2012	as	a	result	of	an	amendment	to	our	joint	venture	and	other	related	agreements.

The	less	favorable	impact	of	trade	working	capital	on	cash	flow	from	operations	is	reflective	of	increases	in	trade	receivables	and	inventories	offset	by	increases	in	trade payables	since	December	31,	2012.	Trade	receivables	increased	due	to	higher	net	sales	for	the	three	months	ended	December	31,	2013	compared	to	the	three	months ended	December	31,	2012.	The	increase	in	inventory	levels	was	the	result	of	strategic	plant	operating	decisions	and	was	consistent	with	the	increase	in	trade	payables due	to	the	timing	of	invoice	receipts	and	cash	payments	associated	with	raw	material	inventory.

Cash	flow	provided	by	operating	activities	increased	by	$84	million	for	the	year	ended	December	31,	2012	compared	to	the	same	period	in	2011.	The	increase	in	cash provided	by	operations	was	positively	impacted	by	the	decrease	in	trade	working	capital,	which	was	primarily	due	to	the	decrease	in	trade	receivables.	Trade	receivables decreased	primarily	due	to	lower	net	sales	during	the	three	months	ended	December	31,	2012	compared	to	the	three	months	ended	December	31,	2011.	The	increase	in cash	provided	by	operations	was	also	impacted	by	lower	cash	taxes	paid	of	$30	million,	lower	cash	interest	paid	of	$37	million,	offset	by	higher	pension	plan	and	other postretirement	benefit	plan	contributions	of	$79	million	made	during	the	year	ended	December	31,	2012	compared	to	the	prior	year.

Trade	working	capital	is	calculated	as	follows:

|  | 2013 | 2012 | 2011 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Trade\treceivables,\tnet | 867 | 827 | 871 |
| Inventories | 804 | 711 | 712 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | (799) | (649) | (673) |
| Trade\tworking\tcapital | 872 | 889 | 910 |

# •Net	Cash	Provided	by	(Used	in)	Investing

Net	cash	used	in	investing	activities	was	$422	million	and	$500	million	for	the	years	ended	December	31,	2013	and	2012,	respectively.	Cash	outflows	were	primarily	for capital	expenditures	of	$370	million	and	$361	million	for	the	years	ended	December	31,	2013	and	2012,	respectively,	excluding	amounts	related	to	the	relocation	and expansion	of	our	polyacetal	("POM")	production	facility	in	Frankfurt	Hoechst	Industrial	Park,	Germany.	Capital	expenditures	for	the	year	ended	December	31,	2013 primarily	related	to	capacity	expansions,	major	investments	to	reduce	future	operating	costs	and	improve	plant	reliability	and	environmental	and	health	and	safety initiatives.	Capital	expenditures	relating	to	the	relocation	and	expansion	of	our	German	POM	operations	amounted	to	$7	million	and	$49	million	for	the	years	ended December	31,	2013	and	2012,	respectively.	Acquisitions,	net	of	cash	acquired,	decreased	by	$23	million	with	no	acquisitions	during	the	year	ended	December	31,	2013. In	2012,	we	acquired	certain	assets	from	Ashland	Inc.

Net	cash	used	in	investing	activities	was	$500	million	and	$441	million	for	the	years	ended	December	31,	2012	and	2011,	respectively.	Cash	outflows	were	primarily	for capital	expenditures	of	$361	million	and	$349	million	for	the	years	ended	December	31,	2012	and	2011,	respectively,	excluding	amounts	related	to	the	relocation	and expansion	of	our	German	POM	operations.	Capital	expenditures	for	our	German	POM	plant	relocation	and	expansion	were	$49	million	and	$204	million	for	the	years ended	December	31,	2012	and	2011,	respectively.	In	addition,	during	the	year	ended	December	31,	2011,	we	received	proceeds	of	$158	million	from	the	Frankfurt, Germany	Airport	related	to	the	relocation	of	our	German	POM	operations.	No	such	proceeds	were	received	during	the	year	ended	December	31,	2012.

Net	cash	used	for	acquisitions	increased	by	$15	million	during	the	year	ended	December	31,	2012	as	compared	to	the	same	period	in	2011.	In	2012,	we	acquired	two emulsions	product	lines,	Vinac®	and	Flexbond®,	for	$23	million,	while	in	2011	we	spent	$8	million	on	the	acquisition	of	emulsions	process	technology.

# •Net	Cash	Provided	by	(Used	in)	Financing

Net	cash	used	in	financing	activities	increased	$375	million	from	a	net	cash	inflow	of	$49	million	for	the	year	ended	December	31,	2012	to	a	net	cash	outflow	of	$326 million	for	the	year	ended	December	31,	2013.	The	increase	in	cash	used	in	financing	activities	is	primarily	due	to	an	increase	in	net	repayments	on	short-term borrowings	and	long-term	debt	of	$144	million,	an	increase	in	stock	repurchase	transactions	of	$119	million,	a	reduction	in	proceeds	from	stock	option	exercises	of $53	million	and	higher	Series	A	common	stock	dividends	of	$40	million.	During	the	year	ended	December	31,	2013,	we	increased	our	Series	A	common	stock	quarterly cash	dividend	rate	from	$0.075	to	$0.18	per	share.

Net	cash	used	in	financing	activities	decreased	$302	million	from	a	net	cash	outflow	of	$253	million	for	the	year	ended	December	31,	2011	to	a	net	cash	inflow	of $49	million	for	the	year	ended	December	31,	2012.	The	decrease	in	net	cash	used	in	financing	activities	was	primarily	due	to	net	borrowings	of	$63	million	in	2012 compared	to	net	repayments	of	$196	million	in	2011.	Net	cash	used	in	financing	activities	also	benefited	from	higher	stock	option	exercises	in	2012	of	$62	million compared	to	$20	million	of	stock	option	exercises	in	2011.	In	November	2012,	Celanese	US	completed	an	offering	of	$500	million	in	aggregate	principal	amount	of 4.625%	senior	unsecured	notes	due	2022	(the	"4.625%	Notes").	We	used	part	of	the	proceeds	from	the	4.625%	Notes	to	prepay	$400	million	of	our	outstanding	Term	C loan	facility.	The	remaining	proceeds,	together	with	cash	on	hand,	were	used	to	make	a	$100	million	contribution	to	our	US	pension	plan.

In	addition,	exchange	rates	had	a	favorable	impact	of	$11	million	and	$6	million	on	cash	and	cash	equivalents	for	the	years	ended	December	31,	2013	and	December	31, 2012,	respectively,	compared	to	an	unfavorable	impact	of	$2	million	for	the	year	ended	December	31,	2011.

# Debt	and	Other	Obligations

# •Senior

# Notes

In	November	2012,	Celanese	US	completed	an	offering	of	$500	million	in	aggregate	principal	amount	of	4.625%	senior	unsecured	notes	due	2022	(the	"4.625%	Notes") in	a	public	offering	registered	under	the	Securities	Act	of	1933,	as	amended	(the	"Securities	Act").	The	4.625%	Notes	are	guaranteed	on	a	senior	unsecured	basis	by Celanese	and	each	of	the	domestic	subsidiaries	of	Celanese	US	that	guarantee	its	obligations	under	its	senior	secured	credit	facilities	(the	"Subsidiary	Guarantors").

The	4.625%	Notes	were	issued	under	an	indenture,	dated	May	6,	2011,	as	amended	by	a	second	supplemental	indenture,	dated	November	13,	2012	(the	"Second Supplemental	Indenture"),	among	Celanese	US,	Celanese,	the	Subsidiary	Guarantors	and	Wells	Fargo	Bank,	National	Association,	as	trustee.	Celanese	US	will	pay interest	on	the	4.625%	Notes	on	March	15	and	September	15	of	each	year,	which	commenced	on	March	15,	2013.	Prior	to	November	15,	2022,	Celanese	US	may redeem	some	or	all	of	the	4.625%	Notes	at	a	redemption	price	of	100%	of	the	principal	amount,	plus	a	"make-whole"	premium	as	specified	in	the	Second	Supplemental Indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the	redemption	date.	The	4.625%	Notes	are	senior	unsecured	obligations	of	Celanese	US	and	rank	equally	in	right of	payment	with	all	other	unsubordinated	indebtedness	of	Celanese	US.

In	May	2011,	Celanese	US	completed	an	offering	of	$400	million	in	aggregate	principal	amount	of	5.875%	senior	unsecured	notes	due	2021	(the	"5.875%	Notes")	in	a public	offering	registered	under	the	Securities	Act.	The	5.875%	Notes	are	guaranteed	on	a	senior	unsecured	basis	by	Celanese	and	the	Subsidiary	Guarantors.

The	5.875%	Notes	were	issued	under	an	indenture	and	a	first	supplemental	indenture,	each	dated	May	6,	2011	(the	"First	Supplemental	Indenture"),	among	Celanese US,	Celanese,	the	Subsidiary	Guarantors	and	Wells	Fargo	Bank,	National	Association,	as	trustee.	Celanese	US	pays	interest	on	the	5.875%	Notes	on	June	15	and December	15	of	each	year,	which	commenced	on	December	15,	2011.	Prior	to	June	15,	2021,	Celanese	US	may	redeem	some	or	all	of	the	5.875%	Notes	at	a	redemption price	of	100%	of	the	principal	amount,	plus	a	"make-whole"	premium	as	specified	in	the	First	Supplemental	Indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the redemption	date.	The	5.875%	Notes	are	senior	unsecured	obligations	of	Celanese	US	and	rank	equally	in	right	of	payment	with	all	other	unsubordinated	indebtedness	of Celanese	US.

In	September	2010,	Celanese	US	completed	the	private	placement	of	$600	million	in	aggregate	principal	amount	of	6.625%	senior	unsecured	notes	due	2018	(the "6.625%	Notes"	and,	together	with	the	4.625%	Notes	and	the	5.875%	Notes,	collectively	the	"Senior	Notes")	under	an	indenture	dated	September	24,	2010	(the "Indenture")	among	Celanese	US,	Celanese,	the	Subsidiary	Guarantors	and	Wells	Fargo	Bank,	National	Association,	as	trustee.	In	April	2011,	Celanese	US	registered the	6.625%	Notes	under	the	Securities	Act.	Celanese	US	pays	interest	on	the	6.625%	Notes	on	April	15	and	October	15	of	each	year,	which	commenced	on	April	15, 2011.	The	6.625%	Notes	are	redeemable,	in	whole	or	in	part,	at	any	time	on	or	after

October	15,	2014	at	the	redemption	prices	specified	in	the	Indenture.	Prior	to	October	15,	2014,	Celanese	US	may	redeem	some	or	all	of	the	6.625%	Notes	at	a redemption	price	of	100%	of	the	principal	amount,	plus	a	"make-whole"	premium	as	specified	in	the	Indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the redemption	date.	The	6.625%	Notes	are	senior	unsecured	obligations	of	Celanese	US	and	rank	equally	in	right	of	payment	with	all	other	unsubordinated	indebtedness	of Celanese	US.	The	6.625%	Notes	are	guaranteed	on	a	senior	unsecured	basis	by	Celanese	and	the	Subsidiary	Guarantors.

The	Indenture,	the	First	Supplemental	Indenture	and	the	Second	Supplemental	Indenture	contain	covenants,	including,	but	not	limited	to,	restrictions	on	our	ability	to incur	indebtedness;	grant	liens	on	assets;	merge,	consolidate,	or	sell	assets;	pay	dividends	or	make	other	restricted	payments;	engage	in	transactions	with	affiliates;	or engage	in	other	businesses.

# •Senior	Credit	Facilities

In	September	2010,	Celanese	US,	Celanese,	and	certain	of	the	domestic	subsidiaries	of	Celanese	US	entered	into	an	amendment	agreement	with	the	lenders	under Celanese	US's	existing	senior	secured	credit	facilities	in	order	to	amend	and	restate	the	corresponding	Credit	Agreement,	dated	April	2,	2007	(as	previously	amended, the	"Existing	Credit	Agreement",	and	as	amended	and	restated	by	the	2010	amendment	agreement,	the	"2010	Amended	Credit	Agreement").	The	2010	Amended	Credit Agreement	consisted	of	the	Term	C	loan	facility	due	2016,	the	Term	B	loan	facility	due	2014,	a	$600	million	revolving	credit	facility	terminating	in	2015	and	a	$228 million	credit-linked	revolving	facility	terminating	in	2014.

In	May	2011,	Celanese	US	prepaid	its	outstanding	Term	B	loan	facility	under	the	2010	Amended	Credit	Agreement	set	to	mature	in	2014	with	an	aggregate	principal amount	of	$516	million	using	proceeds	from	the	5.875%	Notes	and	cash	on	hand.

As	a	result	of	the	Term	B	loan	payoff	by	the	issuance	of	the	5.875%	Notes,	we	accelerated	amortization	of	deferred	financing	costs	of	$3	million,	which	is	recorded	as Refinancing	expense	in	the	accompanying	consolidated	statements	of	operations.	In	addition,	we	recorded	deferred	financing	costs	of	$8	million,	which	are	being amortized	over	the	term	of	the	5.875%	Notes.

In	November	2012,	Celanese	US	prepaid	$400	million	of	its	outstanding	Term	C	loan	facility	under	the	2010	Amended	Credit	Agreement	set	to	mature	in	2016	using proceeds	from	the	4.625%	Notes.

As	a	result	of	the	Term	C	loan	paydown	using	proceeds	from	the	issuance	of	the	4.625%	Notes,	$3	million	has	been	recorded	as	Refinancing	expense	in	the accompanying	consolidated	statements	of	operations,	which	includes	accelerated	amortization	of	deferred	financing	costs	and	other	refinancing	expenses.	In	addition, we	recorded	deferred	financing	costs	of	$8	million,	which	are	being	amortized	over	the	term	of	the	4.625%	Notes.

In	anticipation	of	our	change	in	pension	accounting	policy,	in	January	2013,	we	entered	into	a	non-material	amendment	to	the	2010	Amended	Credit	Agreement	with	the effect	that	certain	computations	for	covenant	compliance	purposes	will	be	evaluated	as	if	the	change	in	pension	accounting	policy	had	not	occurred.	The	amendment	also modified	the	2010	Amended	Credit	Agreement	in	other,	non-material	respects.

On	April	25,	2013,	Celanese	US	reduced	the	Total	Credit	Linked	Commitment	(as	defined	in	the	2010	Amended	Credit	Agreement)	for	the	credit-linked	revolving facility	terminating	on	April	2,	2014	to	$200	million,	and	on	September	10,	2013	to	$81	million.

On	August	14,	2013,	we	entered	into	a	non-material	amendment	to	the	2010	Amended	Credit	Agreement	to	facilitate	certain	of	the	transactions	contemplated	by	our intentions	to	establish	a	joint	venture	for	methanol	production	in	Clear	Lake,	Texas	and	to	make	other	non-material	amendments.

On	September	16,	2013,	Celanese	US,	Celanese,	and	certain	of	the	domestic	subsidiaries	of	Celanese	US	entered	into	an	amendment	agreement	with	the	lenders	under Celanese	US's	existing	senior	secured	credit	facilities	in	order	to	amend	and	restate	the	corresponding	2010	Amended	Credit	Agreement	(as	amended	and	restated	by	the 2013	amendment	agreement,	the	"Amended	Credit	Agreement").	The	Amended	Credit	Agreement	provides	for	a	reduction	in	the	interest	rates	payable	in	connection with	certain	borrowings	and	consists	of	the	Term	C-2	loan	facility	due	2016,	the	$600	million	revolving	credit	facility	terminating	in	2015	and	the	$81	million	credit- linked	revolving	facility	terminating	in	2014.

As	a	result	of	the	Amended	Credit	Agreement,	$1	million	has	been	recorded	as	Refinancing	expense	in	the	consolidated	statements	of	operations,	which	includes accelerated	amortization	of	deferred	financing	costs	and	other	refinancing	expenses.	In	addition,	we	recorded	deferred	financing	costs	of	$2	million,	which	are	being amortized	over	the	term	of	the	Term	C-2	loan	facility.	As	of	December	31,	2013	deferred	financing	costs	of	$27	million	are	included	in	noncurrent	Other	assets	on	the consolidated	balance	sheet.

In	December	2013,	Celanese	US	reduced	the	Total	Credit	Linked	Commitment	(as	defined	in	the	Amended	Credit	Agreement)	for	the	credit-linked	revolving	facility terminating	on	April	2,	2014	to	$23	million.

As	of	December	31,	2013,	the	margin	for	borrowings	under	the	Term	C-2	loan	facility	was	2.0%	above	LIBOR	(for	US	dollars)	and	2.0%	above	the	Euro	Interbank

Offered	Rate	("EURIBOR")	(for	Euros),	as	applicable.	As	of	December	31,	2013,	the	margin	for	borrowings	under	the	revolving	credit	facility	was	2.5%	above	LIBOR.

The	margin	for	borrowings	under	the	revolving	credit	facility	is	subject	to	increase	or	decrease	in	certain	circumstances	based	on	changes	in	our	corporate	credit	ratings.

Borrowings	under	the	credit-linked	revolving	facility	bear	interest	at	a	variable	interest	rate	based	on	LIBOR,	plus	a	margin,	which	varies	based	on	our	net	leverage	ratio.

Our	estimated	net	leverage	ratio	and	margin	are	as	follows:

Term	loan	borrowings	under	the	Amended	Credit	Agreement	are	subject	to	amortization	at	1%	of	the	initial	principal	amount	per	annum,	payable	quarterly.	In	addition, we	pay	quarterly	commitment	fees	on	the	unused	portions	of	the	revolving	credit	facility	and	credit-linked	revolving	facility	of	0.25%	and	1.50%	per	annum, respectively.

The	Amended	Credit	Agreement	is	guaranteed	by	Celanese	and	certain	domestic	subsidiaries	of	Celanese	US	and	is	secured	by	a	lien	on	substantially	all	assets	of Celanese	US	and	such	guarantors,	subject	to	certain	agreed	exceptions	(including	for	certain	real	property	and	certain	shares	of	foreign	subsidiaries),	pursuant	to	the Guarantee	and	Collateral	Agreement,	dated	April	2,	2007.

As	a	condition	to	borrowing	funds	or	requesting	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	the	threshold	as	specified below.	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.

Our	first	lien	senior	secured	leverage	ratios	under	the	revolving	credit	facility	are	as	follows:

The	Amended	Credit	Agreement	contains	covenants	including,	but	not	limited	to,	restrictions	on	our	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	hedge	transactions;	or	engage	in	other	businesses;	as	well	as	a	covenant	requiring	maintenance	of	a	maximum	first	lien senior	secured	leverage	ratio.

The	Amended	Credit	Agreement	also	maintains	a	number	of	events	of	default,	including	a	cross	default	to	other	debt	of	Celanese,	Celanese	US,	or	their	subsidiaries, including	the	Senior	Notes,	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	borrowings	and	other	financial	obligations	under	the	Amended	Credit	Agreement.

We	are	in	compliance	with	all	of	the	covenants	related	to	our	debt	agreements	as	of	December	31,	2013.

# •Accounts	Receivable	Securitization

# Facility

On	August	28,	2013,	we	entered	into	a	$135	million	US	accounts	receivable	securitization	facility	pursuant	to	(i)	a	Purchase	and	Sale	Agreement	(the	"Sale	Agreement") among	certain	of	our	US	subsidiaries	(each	an	"Originator"),	Celanese	International	Corporation	("CIC")	and	CE	Receivables	LLC,	a	newly	formed,	wholly-owned, "bankruptcy	remote"	special	purpose	subsidiary	of	an	Originator	(the	"Transferor")	and	(ii)	a	Receivables	Purchase	Agreement	(the	"Purchase	Agreement"),	among	CIC, as	servicer,	the	Transferor,	various	third-party	purchasers	(collectively,	the	"Purchasers")	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New	York	Branch,	as administrator	(the	"Administrator").

Under	the	Sale	Agreement,	each	Originator	will	sell	or	contribute,	on	an	ongoing	basis,	substantially	all	of	its	accounts	receivable	to	the	Transferor.	Under	the	Purchase Agreement,	the	Transferor	may	obtain	up	to	$135	million	(in	the	form	of	cash	and/or	letters	of	credit	for	our	benefit)	from	the	Purchasers	through	the	sale	of	undivided interests	in	certain	US	accounts	receivable.	The	borrowing	base	of	the	accounts	receivable	securitization	facility	is	subject	to	downward	adjustment	based	on	the evaluation	of	eligible	accounts	receivables	pursuant	to	the	Purchase	Agreement.	As	of	December	31,	2013,	the	borrowing	base	was	$129	million.

The	Purchase	Agreement	expires	in	2016,	but	may	be	extended	for	successive	one	year	terms	by	agreement	of	the	parties.	We	account	for	the	securitization	facility	as secured	borrowings,	and	the	accounts	receivables	sold	pursuant	to	the	facility	are	included	in	the	consolidated	balance	sheet	as	Trade	receivables	-	third	party	and affiliates.	Borrowings	under	this	facility	are	classified	as	short-term	borrowings	in	the	consolidated	balance	sheet.	Once	sold	to	the	Transferor,	the	accounts	receivable are	legally	separate	and	distinct	from	our	other	assets	and	are	not	available	to	our	creditors	should	we	become	insolvent.	All	of	the	Transferor's	assets	have	been	pledged to	the	Administrator	in	support	of	its	obligations	under	the	Purchase	Agreement.

On	September	10,	2013,	Celanese	US	prepaid	$100	million	of	borrowings	outstanding	under	the	credit-linked	revolving	facility	set	to	mature	in	2014	using	funds	drawn under	the	accounts	receivable	securitization	facility.

During	the	three	months	ended	December	31,	2013,	Celanese	US	prepaid	$50	million	of	borrowings	outstanding	under	the	accounts	receivable	securitization	facility	set to	mature	on	August	28,	2016	using	cash	on	hand.

As	of	December	31,	2013,	the	outstanding	amount	of	accounts	receivable	transferred	by	the	Originators	to	the	Transferor	was	$199	million.

Balances	available	for	borrowing	are	as	follows:

| Revolving	Credit	Facility |  |
| :--- | :--- |
| Borrowings\toutstanding | — |
| Letters\tof\tcredit\tissued | — |
| Available\tfor\tborrowing | 600 |
| Credit-Linked\tRevolving\tFacility |  |
| Borrowings\toutstanding | — |
| Letters\tof\tcredit\tissued | 23 |
| Available\tfor\tborrowing | — |
| Accounts\tReceivable\tSecuritization\tFacility |  |
| Borrowings\toutstanding | 50 |
| Letters\tof\tcredit\tissued | 61 |
| Available\tfor\tborrowing | 18 |

# Share	Capital

Our	Board	of	Directors	follows	a	policy	of	declaring,	subject	to	legally	available	funds,	a	quarterly	cash	dividend	on	each	share	of	our	Series	A	common	stock,	par	value $0.0001	per	share	("Common	Stock")	unless	the	Board	of	Directors,	in	its	sole	discretion,	determines	otherwise.	The	amount	available	to	pay	cash	dividends	is	restricted by	our	Amended	Credit	Agreement	and	the	Senior	Notes.

Our	Board	of	Directors	approved	increases	in	our	Common	Stock	cash	dividend	rates	as	follows:

|  | Increase | Quarterly	Common<br>Stock	Cash	Dividend | Annual	Common<br>Stock	Cash	Dividend | Effective	Date |
| :--- | :--- | :--- | :--- | :--- |
|  | (In\tpercentages) | (In\t$\tper\tshare) | (In\t$\tper\tshare) |  |
| April\t2011 | 20 | 0.060 | 0.24 | August\t2011 |
| April\t2012 | 25 | 0.075 | 0.30 | August\t2012 |
| April\t2013 | 20 | 0.090 | 0.36 | May\t2013 |
| July\t2013 | 100 | 0.180 | 0.72 | August\t2013 |

On	February	6,	2014,	we	declared	a	quarterly	cash	dividend	of	$0.18	per	share	on	our	Common	Stock	amounting	to	$28	million.	The	cash	dividend	is	for	the	period	from November	1,	2013	to	January	31,	2014	and	will	be	paid	on	February	28,	2014	to	holders	of	record	as	of	February	17,	2014.

Based	on	the	increases	in	the	Common	Stock	quarterly	dividend	rate	during	2013	and	the	number	of	outstanding	shares	as	of	December	31,	2013,	cash	dividends	to	be paid	in	2014	are	expected	to	be	at	least	30%	higher	than	those	paid	in	2013.

On	February	6,	2014,	our	Board	of	Directors	approved	an	increase	in	our	share	repurchase	authorization	of	our	Common	Stock	to	$400	million.	As	of	December	31, 2013,	we	had	$228	million	remaining	under	previous	authorizations.

These	authorizations	give	management	discretion	in	determining	the	timing	and	conditions	under	which	shares	may	be	repurchased.	This	repurchase	program	does	not have	an	expiration	date.

The	share	repurchase	activity	pursuant	to	this	authorization	is	as	follows:

|  | 2013 |  | 2012 |  | 2011 | December	31,	2013 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Shares\trepurchased | 3,186,180 | (1) | 1,059,719 | (1) | 652,016 | 16,328,707 |
| Average\tpurchase\tprice\tper\tshare | $51.38 |  | $42.44 |  | $46.99 | $40.72 |
| Amount\tspent\ton\trepurchased\tshares\t(in\tmillions) | $164 |  | $45 |  | $31 | $665 |

(1) The	years	ended	December	31,	2013	and	2012	exclude	6,021	shares	and	5,823	shares,	respectively,	withheld	from	an	executive	officer	to	cover	statutory	minimum withholding	requirements	for	personal	income	taxes	related	to	the	vesting	of	restricted	stock	awards.	Restricted	stock	awards	are	considered	outstanding	at	the	time of	issuance	and	therefore,	the	shares	withheld	are	treated	as	treasury	shares.

(2) Excludes	11,844	shares	withheld	from	an	executive	officer	to	cover	statutory	minimum	withholding	requirements	for	personal	income	taxes	related	to	the	vesting	of restricted	stock	awards.

The	purchase	of	treasury	stock	reduces	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	stockholders'	equity.

On	October	23,	2013,	our	Board	of	Directors	approved	the	retirement	of	18,250,900	shares	of	treasury	stock.	The	retired	shares	are	now	included	in	our	pool	of authorized	but	unissued	shares.

# Contractual	Debt	and	Cash	Obligations

The	following	table	sets	forth	our	fixed	contractual	debt	and	cash	obligations	as	of	December	31,	2013.

|  |  |  |  | Payments	due	by	period | Payments	due	by	period |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Less\tThan | Years | Years | After |
|  | Total |  | 1\tYear | 2\t&amp;\t3 | 4\t&amp;\t5 | 5\tYears |
|  |  |  |  | (In\t$\tmillions) |  |  |
| Fixed\tContractual\tDebt\tObligations |  |  |  |  |  |  |
| Senior\tnotes | 1,500 |  | — | — | 600 | 900 |
| Term\tC-2\tloan\tfacility | 978 |  | 10 | 968 | — | — |
| Interest\tpayments\ton\tdebt\tand\tother\tobligations | 1,088 | (1) | 161 | 306 | 248 | 373 |
| Capital\tlease\tobligations | 264 |  | 14 | 33 | 42 | 175 |
| Other\tdebt | 322 | (2) | 153 | — | — | 169 |
| Total | 4,152 |  | 338 | 1,307 | 890 | 1,617 |
| Operating\tleases | 410 |  | 63 | 103 | 55 | 189 |
| Uncertain\ttax\tpositions,\tincluding\tinterest\tand\tpenalties | 264 |  | 64 | — | — | 200 |
| Unconditional\tpurchase\tobligations | 3,724 | (4) | 757 | 1,054 | 611 | 1,302 |
| Pension\tand\tother\tpostretirement\tfunding\tobligations | 597 | (5) | 101 | 238 | 95 | 163 |
| Environmental\tand\tasset\tretirement\tobligations | 148 |  | 59 | 31 | 15 | 43 |
| Total | 9,295 |  | 1,382 | 2,733 | 1,666 | 3,514 |

(1) We	have	outstanding	interest	rate	swap	agreements	with	notional	values	of	$1.1	billion	and	$0.5	billion	that	expire	on	January	2,	2014	and	January	2,	2016, respectively,	that	have	the	economic	effect	of	modifying	the	variable	rate	obligations	associated	with	our	US	term	loans	into	fixed	interest	obligations.	The	impact of	these	interest	rate	swaps	was	factored	into	the	calculation	of	the	future	interest	payments	on	long-term	debt.	Future	interest	expense	is	calculated	using	the	rate	in effect	on	December	31,	2013.

(2) Other	debt	is	primarily	made	up	of	fixed	rate	pollution	control	and	industrial	revenue	bonds,	short-term	borrowings	from	affiliated	companies,	our	accounts receivable	securitization	facility	and	other	bank	obligations.

(3) Due	to	uncertainties	in	the	timing	of	the	effective	settlement	of	tax	positions	with	the	respective	taxing	authorities,	we	are	unable	to	determine	the	timing	of payments	related	to	our	uncertain	tax	obligations,	including	interest	and	penalties.	These	amounts	are	therefore	reflected	in	"After	5	Years".

(4) Unconditional	purchase	obligations	primarily	represent	the	take-or-pay	provisions	included	in	certain	long-term	purchase	agreements.	We	do	not	expect	to	incur material	losses	under	these	arrangements.	These	amounts	also	include	other	purchase	obligations	such	as	maintenance	and	service	agreements,	energy	and	utility agreements,	consulting	contracts,	software	agreements	and	other	miscellaneous	agreements	and	contracts,	obtained	via	a	survey	of	the	Company.

(5) Excludes	expected	payments	from	nonqualified	trusts	related	to	nonqualified	pension	plans	of	$205 million.

# Contractual	Guarantees	and	Commitments

As	of	December	31,	2013,	we	have	current	standby	letters	of	credit	of	$84	million	and	bank	guarantees	of	$16	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.	In	addition,	the	senior	notes	issued	by	Celanese	US	are	guaranteed	by	Celanese	and certain	domestic	subsidiaries	of	Celanese	US.	See	Note	13	-	Debt	in	the	accompanying	consolidated	financial	statements	for	a	description	of	this	guarantee	and	the guarantees	under	our	senior	credit	facility.

See	Note	23	-	Commitments	and	Contingencies	in	the	accompanying	consolidated	financial	statements	for	a	discussion	of	commitments	and	contingencies	related	to legal	and	regulatory	proceedings.

# 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	("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.	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	policies	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	-	Summary	of Accounting	Policies	in	the	accompanying	consolidated	financial	statements	for	further	discussion	of	our	significant	accounting	policies.

# •Recoverability	of	Long-Lived

# Assets

# Recoverability	of	Goodwill	and	Indefinite-Lived	Assets

We	assess	goodwill	for	impairment	at	the	reporting	unit	level.	Our	reporting	units	are	either	our	operating	business	segments	or	one	level	below	our	operating	business segments	for	which	discrete	financial	information	is	available	and	for	which	operating	results	are	regularly	reviewed	by	business	segment	management	and	the	chief operating	decision	maker.	Our	operating	business	segments	have	been	designated	as	our	reporting	units	and	include	our	engineered	materials,	cellulose	derivatives,	food ingredients,	emulsion	polymers,	EVA	polymers	and	intermediate	chemistry	businesses.	We	assess	the	recoverability	of	the	carrying	amount	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.	When	assessing	the	recoverability	of	goodwill	and	other	indefinite-lived	intangible	assets,	we	may	first assess	qualitative	factors	in	determining	whether	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	or	other	indefinite-lived	intangible	asset	is	less	than	its carrying	amount.	After	assessing	qualitative	factors,	if	we	determine	that	it	is	not	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	or	other	indefinite-lived intangible	asset	is	less	than	its	carrying	amount,	then	performing	a	quantitative	assessment	is	not	required.	If	an	initial	qualitative	assessment	indicates	that	it	is	more likely	than	not	the	carrying	amount	exceeds	the	fair	value	of	a	reporting	unit	or	other	indefinite-lived	intangible	asset,	a	quantitative	analysis	will	be	performed.	We	may also	elect	to	bypass	the	qualitative	assessment	and	proceed	directly	to	a	quantitative	analysis	depending	on	the	facts	and	circumstances.

In	performing	a	quantitative	analysis,	recoverability	of	goodwill	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	assessing	impairment	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,	tax	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	amount,	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	amount	of	goodwill	assigned	to	the reporting	unit,	there	is	no	impairment.	If	the	carrying	amount	of	goodwill	assigned	to	a	reporting	unit	exceeds	the	implied	fair	value	of	the	goodwill,	an	impairment	loss is	recorded	to	write	down	the	carrying	amount.	An	impairment	loss	cannot	exceed	the	carrying	amount	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	other	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	our	theoretical	royalty	savings	from	ownership	of	the	intangible	asset.	Key	assumptions	used	in	this	model	include discount	rates,	royalty	rates,	growth	rates,	tax	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.

In	connection	with	our	annual	indefinite-lived	intangible	assets	impairment	assessment,	we	recorded	an	impairment	loss	of	$1	million	in	Other	(charges)	gains,	net during	the	nine	months	ended	September	30,	2013	to	write-off	the	total	net	book	value	of	a	trademark	included	in	the	Industrial	Specialties	segment.	Other	than	this trademark,	the	estimated	fair	value	for	each	of	our	other	indefinite-lived	intangible	assets	exceeded	the	carrying	amount	of	the	underlying	asset	by	a	substantial	margin.

For	all	significant	goodwill,	the	estimated	fair	value	of	the	asset	exceeded	the	carrying	amount	of	the	asset	by	a	substantial	margin	at	the	date	of	the	most	recent impairment	test.

No	events	or	changes	in	circumstances	occurred	during	the	three	months	ended	December	31,	2013	that	would	indicate	that	the	carrying	amount	of	the	assets	may	not	be fully	recoverable.	Accordingly,	no	additional	impairment	analysis	was	performed	during	that	period.

# 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	amount	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	our	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	if	needed	based	on	historical	taxable	income,	projected	future	taxable income,	applicable	tax	planning	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	are	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.

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.	In	addition,	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.

# •Benefit	Obligations

We	have	pension	and	other	postretirement	benefit	plans	covering	substantially	all	employees	who	meet	eligibility	requirements.	During	2013,	we	settled	certain	of	our defined	benefit	pension	plan	obligations	in	the	United	Kingdom	and	Canada.	Additionally,	pension	benefits	offered	to	all	US	non-union	participants	in	our	US	qualified defined	benefit	pension	plan	have	been	frozen	and	the	plan	was	closed	to	new	participants	effective	December	31,	2013.

With	respect	to	our	US	qualified	defined	benefit	pension	plan,	minimum	funding	requirements	are	determined	by	the	Pension	Protection	Act	of	2006.	Various assumptions	are	used	in	the	calculation	of	the	actuarial	valuation	of	the	employee	benefit	plans.	These	assumptions	include	the	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	net	periodic	benefit	cost	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	net	periodic	benefit	cost	is	the	expected	long-term	rate	of	return	on	plan	assets.	As	of	December	31,	2013,	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	88%	and	86%	of	our	fair	value	of	pension	plan assets	and	projected	benefit	obligation,	respectively.	On	average,	the	actual	return	on	the	US	qualified	defined	pension	plans'	assets	over	the	long-term	(20	years)	has exceeded	8.5%.

Another	estimate	that	affects	our	pension	and	other	postretirement	net	periodic	benefit	cost	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,	2013,	we	increased	the	discount	rate	to	4.7%	from	3.8%	as	of	December	31,	2012	for	the	US	plans.

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	health	care	cost	trend	rate.	The	health	care	cost	trend	rate	has	a	significant	effect on	the	reported	amounts	of	APBO	and	related	expense.

On	November	5,	2013,	we	announced	we	would	eliminate	eligibility	for	all	US	non-union	individuals	to	our	US	postretirement	health	care	plan	and	terminate	this	plan for	all	US	non-union	participants	effective	December	31,	2014.

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.	Actuarial	gains	and	losses	generated	by	changes	in	actuarial	assumptions	are	recognized	in	net	periodic	benefit cost	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.

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	recognized	in	net	periodic	benefit	cost	annually	in	the	fourth	quarter	of	each	fiscal	year and	whenever	a	plan	is	required	to	be	remeasured.

The	estimated	change	in	pension	and	postretirement	net	periodic	benefit	cost	that	would	occur	in	2014	from	a	change	in	the	indicated	assumptions	are	as	follows:

|  | Change<br>in	Rate | Impact	on<br>Net	Periodic<br>Benefit	Cost |
| :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |
| US\tPension\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | (8) |
| Decrease\tin\tthe\tlong-term\texpected\trate\tof\treturn\ton\tplan\tassets(1) | 0.50% | 12 |
| US\tPostretirement\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | — |
| Increase\tin\tthe\tannual\thealth\tcare\tcost\ttrend\trates | 1.00% | — |
| Non-US\tPension\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | — |
| Decrease\tin\tthe\tlong-term\texpected\trate\tof\treturn\ton\tplan\tassets | 0.50% | 2 |
| Non-US\tPostretirement\tBenefits |  |  |
| Decrease\tin\tthe\tdiscount\trate | 0.50% | — |
| Increase\tin\tthe\tannual\thealth\tcare\tcost\ttrend\trates | 1.00% | — |

(1) Excludes	nonqualified	pension

plans.

# •Accounting	for	Commitments	and

# Contingencies

We	are	subject	to	a	number	of	legal	and	regulatory	proceedings,	lawsuits,	claims,	and	investigations,	incidental	to	the	normal	conduct	of	our	past	and	current	business, relating	to	and	including	product	liability,	intellectual	property,	land	disputes,	commercial	contracts,	employment,	antitrust,	workers'	compensation,	chemical	exposure, asbestos	exposure,	prior	acquisitions	and	divestitures,	past	waste	disposal	practices	and	release	of	chemicals	into	the	environment,	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	remediation	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	Financial	Accounting	Standards	Board	("FASB")	Accounting	Standards	Codification	("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.

# Recent	Accounting	Pronouncements

See	Note	3	-	Accounting	Pronouncements	in	the	accompanying	consolidated	financial	statements	for	a	discussion	of	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").

See	Note	21	-	Derivative	Financial	Instruments	in	the	accompanying	consolidated	financial	statements	for	further	discussion	of	our	market	risk	management	and	the related	impact	on	our	financial	position	and	results	of	operations.

# 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	borrowings,	we	utilize	interest	rate	swap	agreements	to	convert	a	portion	of	our	variable	rate	borrowings	to	a	fixed	rate	obligation.	A	portion of	these	interest	rate	swap	agreements	are	designated	as	cash	flow	hedges.

Our	US-dollar	interest	rate	swap	derivative	arrangements	are	as	follows:

| Notional	Value | Effective	Date | Expiration	Date | Fixed	Rate(1) |
| :--- | :--- | :--- | :--- |
| (In\t$\tmillions) |  |  |  |
| 1,100 | January\t2,\t2012 | January\t2,\t2014 | 1.71% |
| 500 | January\t2,\t2014 | January\t2,\t2016 | 1.02% |

(1) Fixes	the	LIBOR	portion	of	our	US-dollar	denominated	variable	rate	borrowings.	See	Note	13	-	Debt	in	the	accompanying	consolidated	financial	statements	for further	information.

Upon	issuance	of	the	4.625%	Notes	and	$400	million	paydown	of	the	Term	C	loan	facility	in	November	2012,	we	dedesignated	as	cash	flow	hedges	a	notional	value	of $395	million	of	the	$1.1	billion	notional	value	US-dollar	interest	rate	swap	agreements	expiring	January	2,	2014,	and	a	loss	of	$6	million	was	reclassified	out	of Accumulated	other	comprehensive	income	(loss),	net,	into	Interest	expense	in	the	accompanying	consolidated	statements	of	operations	during	the	three	months	ended December	31,	2012.	Future	mark-to-market	adjustments	on	these	dedesignated	interest	rate	swap	agreements	were	recorded	in	Interest	expense	through	their	expiration on	January	2,	2014.	See	Note	13	-	Debt	in	the	accompanying	consolidated	financial	statements	for	further	information.

As	of	December	31,	2013,	we	had	$790	million,	€192	million	and	CNY470	million	of	variable	rate	debt	and	outstanding	US-dollar	interest	rate	swap	agreements	with	a notional	value	of	$1.1	billion	that	expire	January	2,	2014	and	additional	US-dollar	interest	rate	swap	agreements	with	a	notional	value	of	$500	million	that	are	in	effect January	2,	2014	and	expire	January	2,	2016.	These	interest	rate	swap	agreements	have	the	economic	effect	of	modifying	the	US-dollar	variable	rate	obligations	into	fixed interest	obligations.	Accordingly,	a	1%	increase	in	interest	rates	would	increase	annual	interest	expense	by	$6	million.

# 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 |  |
| :--- | :--- |
| Brazilian\treal | (12) |
| British\tpound\tsterling | (60) |
| Canadian\tdollar | 46 |
| Chinese\trenminbi | (106) |
| Euro | (228) |
| Hungarian\tforint | 9 |
| Japanese\tyen | (3) |
| Mexican\tpeso | 2 |
| Singapore\tdollar | 43 |
| Swedish\tkrona | (6) |
| Other | — |
| Total | (315) |

Additionally,	a	portion	of	our	assets,	liabilities,	revenues	and	expenses	are	denominated	in	currencies	other	than	the	US	dollar.	Fluctuations	in	the	value	of	these currencies	against	the	US	dollar	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.

# Commodity	Risk	Management

We	have	exposure	to	the	prices	of	commodities	in	our	procurement	of	certain	raw	materials.	We	manage	our	exposure	to	commodity	risk	primarily	through	the	use	of long-term	supply	agreements,	multi-year	purchasing	and	sales	agreements	and	forward	purchase	agreements.	We	regularly	assess	our	practice	of	purchasing	a	portion	of our	commodity	requirements	under	forward	purchase	agreements	and	other	raw	material	hedging	instruments	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	based	on	the	probability	at	the	inception	and	throughout	the	term	of	the	contract	that we	would	not	settle	net	and	the	transaction	would	settle	by	physical	delivery	of	the	commodity.	As	such,	realized	gains	and	losses	on	these	contracts	are	included	in	the cost	of	the	commodity	upon	the	settlement	of	the	contract.

# 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

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	below	have	been	retroactively	adjusted	for	the	effects	of	discontinued	operations	and	the	change	in	accounting	policy	for	defined benefit	pension	plans	and	other	postretirement	benefit	plans	described	below.

# CELANESE	CORPORATION	AND	SUBSIDIARIES

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  |  | Three	Months	Ended |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | March\t31,\n2013 | June\t30,\n2013 | September\t30,\n2013 | December\t31,\n2013 |
|  |  | (Unaudited) |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Net\tsales | 1,605 | 1,653 | 1,636 | 1,616 |
| Gross\tprofit | 333 | 319 | 346 | 367 |
| Other\t(charges)\tgains,\tnet | (4) | (3) | (4) | (147) |
| Operating\tprofit\t(loss) | 184 | 169 | 211 | 944 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 218 | 208 | 228 | 955 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 141 | 133 | 171 | 656 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | 1 | — | 1 | (2) |
| Net\tearnings\t(loss) | 142 | 133 | 172 | 654 |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic | 0.89 | 0.83 | 1.09 | 4.16 |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted | 0.89 | 0.83 | 1.08 | 4.15 |

|  |  | Three	Months	Ended |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | March\t31,\n2012 | June\t30,\n2012 | September\t30,\n2012 | December\t31,\n2012 |
|  |  | (Unaudited) |  |  |
|  |  | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Net\tsales | 1,633 | 1,675 | 1,609 | 1,501 |
| Gross\tprofit | 274 | 335 | 328 | 244 |
| Other\t(charges)\tgains,\tnet | — | (3) | 2 | (13) |
| Operating\tprofit\t(loss) | 111 | 178 | 176 | (290) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 120 | 278 | 186 | (263) |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 193 | 221 | 129 | (167) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | (2) | (2) |
| Net\tearnings\t(loss) | 193 | 221 | 127 | (169) |
| Net\tearnings\t(loss)\tper\tshare\t—\tbasic | 1.23 | 1.40 | 0.80 | (1.06) |
| Net\tearnings\t(loss)\tper\tshare\t—\tdiluted | 1.21 | 1.38 | 0.79 | (1.06) |

(1) Includes	$20	million	of	employee	termination	benefits,	$33	million	of	contract	termination	costs	and	$34	million	of	long-lived	asset	impairment	losses	to	fully write-off	the	related	property,	plant	and	equipment	related	to	the	closure	of	the	our	acetic	anhydride	facility	in	Roussillon,	France	and	our	vinyl	acetate	monomer ("VAM")	facility	in	Tarragona,	Spain	in	December	2013.	Also	includes	long-lived	asset	impairment	losses	of	$46	million	to	fully	write-off	the	property,	plant	and equipment	at	our	Singapore	acetic	acid	production	unit.

# 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	Annual	Report.	Based	on that	evaluation,	as	of	December	31,	2013,	the	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that	our	disclosure	controls	and	procedures	are effective.

# Changes	in	Internal	Control	Over	Financial	Reporting

During	the	three	months	ended	December	31,	2013,	there	were	no	changes	in	our	internal	control	over	financial	reporting	that	have	materially	affected,	or	are	reasonably likely	to	materially	affect,	our	internal	control	over	financial	reporting.

# Report	of	Management	on	Internal	Control	Over	Financial	Reporting

Our	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	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	(1992)	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,	2013.	The	Company's	independent	registered	public	accounting	firm,	KPMG	LLP, has	issued	an	audit	report	on	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting.	Their	report	follows.

# Report	of	Independent	Registered	Public	Accounting	Firm

# The	Board	of	Directors	and	Stockholders

We	have	audited	Celanese	Corporation	and	subsidiaries'	(the	"Company")	internal	control	over	financial	reporting	as	of	December	31,	2013,	based	on	criteria established	in	Internal	Control	—	Integrated	Framework	(1992)	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,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2013,	based	on	criteria established	in	Internal	Control	—	Integrated	Framework	(1992)	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	the Company	as	of	December	31,	2013	and	2012,	and	the	related	consolidated	statements	of	operations,	comprehensive	income	(loss),	equity,	and	cash	flows	for	each	of	the years	in	the	three-year	period	ended	December	31,	2013,	and	our	report	dated	February	7,	2014	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	"Proposal	1:	Election	of	Directors,"	"Corporate	Governance" and	"Stock	Ownership	Information	-	Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	of	the	Company's	definitive	proxy	statement	for	the	2014	annual meeting	of	stockholders	to	be	filed	with	the	Securities	and	Exchange	Commission	pursuant	to	Regulation	14A	under	the	Securities	Exchange	Act	of	1934,	as	amended (the	"2014	Proxy	Statement").	Information	about	executive	officers	of	the	Company	is	contained	in	Part	I	of	this	Annual	Report.

# Codes	of	Ethics

The	Company	has	adopted	a	Business	Conduct	Policy	for	directors,	officers	and	employees	along	with	a	Financial	Code	of	Ethics	for	its	principal	executive	officer, principal	financial	officer,	principal	accounting	officer	or	controller,	or	persons	performing	similar	functions.	These	codes	are	available	on	the	corporate	governance portal	of	the	Company's	investor	relations	website	at	http://www.celanese.com.	The	Company	intends	to	satisfy	the	disclosure	requirements	under	Item	5.05	of	Form	8-K regarding	amendments	to	and	waivers	from	these	codes	by	posting	such	information	on	the	same	website.

# Item	11.		Executive	Compensation

The	information	required	by	this	Item	11	is	incorporated	herein	by	reference	from	the	sections	captioned	"Compensation	Discussion	and	Analysis,"	"Risk	Assessment	of Compensation	Practices,"	"Compensation	Tables,"	"Potential	Payments	Upon	Termination	or	Change	In	Control,"	"Compensation	Committee	Interlocks	and	Insider Participation"	and	"Compensation	Committee	Report"	of	the	2014	Proxy	Statement.

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

The	information	with	respect	to	beneficial	ownership	required	by	this	Item	12	is	incorporated	herein	by	reference	from	the	section	captioned	"Stock	Ownership Information	-	Principal	Stockholders	and	Beneficial	Owners"	of	the	2014	Proxy	Statement.

# Equity	Compensation	Plans

# Securities	Authorized	for	Issuance	Under	Equity	Compensation	Plans

The	following	information	is	provided	as	of	December	31,	2013	with	respect	to	equity	compensation	plans:

| Plan	Category | Number	of	Securities<br>to	be	Issued	upon<br>Exercise	of<br>Outstanding<br>Options,	Warrants<br>and	Rights |  | Weighted	Average<br>Exercise	Price	of<br>Outstanding<br>Options,	Warrants<br>and	Rights | Number	of	Securities<br>Remaining	Available	for<br>Future	Issuance	Under<br>Equity	Compensation<br>Plans	(excluding<br>securities	reflected	in<br>column	(a)) |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | (a) |  | (b) | (c) |  |
| Equity\tcompensation\tplans\tapproved\tby\tsecurity\tholders | 2,115,194 | (1) | $30.85 | 23,862,977 | (2) |
| Equity\tcompensation\tplans\tnot\tapproved\tby\tsecurity\nholders(3) | 212,373 | (4) | $28.01 | — |  |
| Total | 2,327,567 | (5) |  | 23,862,977 |  |

(1) Includes	1,737,550	restricted	stock	units	("RSUs")	granted	under	the	Celanese	Corporation	2009	Global	Incentive	Plan,	as	amended	and	restated	April	19,	2012 (the	"2009	Plan"),	including	shares	that	may	be	issued	pursuant	to	outstanding	performance-based	RSUs,	assuming	currently	estimated	maximum	potential performance;	actual	shares	may	vary,	depending	on	actual	performance.	Upon	vesting,	a	share	of	the	Company's	Series	A	common	stock	is	issued	for	each restricted	stock	unit.	Column	(b)	does	not	take	these	awards	into	account	because	they	do	not	have	an	exercise	price.

(2) Includes	shares	available	for	future	issuance	under	the	Celanese	Corporation	2009	Employee	Stock	Purchase	Plan	approved	by	stockholders	on	April	23,	2009	(the "ESPP").	As	of	December	31,	2013,	an	aggregate	of	14,000,000	shares	of	our	Series	A	common	stock	were	available	for	future	issuance	under	the	ESPP.	No	shares have	been	offered	for	purchase	under	the	ESPP	as	of	December	31,	2013.

(3) The	shares	to	be	issued	under	plans	not	approved	by	stockholders	relate	to	the	Celanese	Corporation	2004	Stock	Incentive	Plan	(the	"2004	Plan"),	which	is	our former	broad-based	stock	incentive	plan	for	executive	officers,	key	employees	and	directors.	No	further	awards	were	made	pursuant	to	the	2004	Plan	upon stockholder	approval	of	the	2009	Plan	in	April	2009.	The	2004	Plan	and	the	2009	Plan	are	described	in	more	detail	in	Note	19	-	Management	Compensation	Plans	in the	accompanying	consolidated	financial	statements.	Additionally,	there	are	32,576	shares	of	phantom	stock	for	compensation	for	director	services	deferred	by certain	of	our	non-employee	directors	under	the	2008	Deferred	Compensation	Plan,	which	are	not	reflected	in	column	(a).	Each	share	of	phantom	stock	represents the	right	to	receive	one	share	of	Series	A	common	stock.

(4) Includes	no	outstanding	RSUs	granted	under	the	2004 Plan.

(5) If	the	performance-based	RSUs	included	in	this	total	vest	at	the	target	performance	level	(as	opposed	to	the	superior	performance	level),	the	aggregate	awards outstanding	at	December	31,	2013	would	be	1,542,687.	This	is	comprised	of	567,935	stock	options,	203,233	time-based	RSUs	granted	to	employees,	22,082 restricted	stock	awards	granted	to	our	Chief	Executive	Officer,	16,153	time-based	RSUs	granted	to	non-employee	directors	and	733,284	performance-based	RSUs assuming	target	performance.

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

The	information	required	by	this	Item	13	is	incorporated	herein	by	reference	from	the	section	captioned	"Certain	Relationships	and	Related	Person	Transactions"	and "Corporate	Governance	—	Director	Independence"	of	the	2014	Proxy	Statement.

# Item	14.		Principal	Accounting	Fees	and	Services

The	information	required	by	this	Item	14	is	incorporated	herein	by	reference	from	the	section	captioned	"Proposal	3:	Ratification	of	Independent	Registered	Public Accounting	Firm"	of	the	2014	Proxy	Statement.

# PART	IV

# Item	15.		Exhibits,	Financial	Statement	Schedules

1.		Financial	Statements.	The	report	of	our	independent	registered	public	accounting	firm	and	our	consolidated	financial	statements	are	listed	below	and	begin	on page	74	of	this	Annual	Report	on	Form	10-K.

| Report	of	Independent	Registered	Public	Accounting	Firm | 74 |
| :--- | :--- |
| Consolidated\tStatements\tof\tOperations | 75 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\t(Loss) | 76 |
| Consolidated\tBalance\tSheets | 77 |
| Consolidated\tStatements\tof\tEquity | 78 |
| Consolidated\tStatements\tof\tCash\tFlows | 79 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 80 |

# 2.		Financial	Statement	Schedules.

The	financial	statement	schedules	required	by	this	item,	if	any,	are	included	as	Exhibits	to	this	Annual	Report	on	Form	10-K.

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

# SIGNATURES

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

# POWER	OF	ATTORNEY

KNOW	ALL	PERSONS	BY	THESE	PRESENTS,	that	each	person	whose	signature	appears	below	constitutes	and	appoints	Steven	M.	Sterin	and	Christopher	W. Jensen,	and	each	of	them,	his	or	her	true	and	lawful	attorney-in-fact	and	agent,	each	of	whom	may	act	without	joinder	of	the	other,	each	with	full	power	of	substitution and	resubstitution	to	sign	in	his	or	her	name,	place	and	stead,	in	any	and	all	capacities,	to	do	any	and	all	things	and	execute	any	and	all	instruments	that	any	such attorney-in-fact	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	for	the	fiscal	year	ended	December	31,	2013	and	any	and	all	amendments	hereto,	as	fully	for all	intents	and	purposes	as	he	or	she	might	or	could	do	in	person,	and	hereby	ratifies	and	confirms	all	that	any	such	said	attorney-in-fact,	acting	alone,	or	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	below	by	the	following	persons	on	behalf	of	the	registrant	and	in	the capacities	and	on	the	dates	indicated.

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Celanese	Corporation	and	subsidiaries	(the	"Company")	as	of	December	31,	2013	and	2012,	and	the related	consolidated	statements	of	operations,	comprehensive	income	(loss),	equity,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31, 2013.	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	the	Company	as	of	December	31, 2013	and	2012,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	years	in	the	three-year	period	ended	December	31,	2013,	in	conformity	with U.S.	generally	accepted	accounting	principles.

As	discussed	in	Note	2	to	the	consolidated	financial	statements,	the	Company	has	elected	to	change	its	method	of	accounting	for	pension	and	other	postretirement	benefit obligations	in	2013.	This	method	has	been	applied	retrospectively	to	all	periods	presented.

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,	2013,	based	on	criteria	established	in	Internal	Control	—	Integrated	Framework	(1992)	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	(COSO),	and	our	report	dated	February	7,	2014	expressed	an	unqualified	opinion	on	the	effectiveness	of	the	Company's internal	control	over	financial	reporting.

|  | 2013 | 2012 | 2011 |
| :--- | :--- | :--- | :--- |
|  | (In\t$\tmillions,\texcept\tshare\tand\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tand\tper\tshare\tdata) |  |
| Net\tsales | 6,510 | 6,418 | 6,763 |
| Cost\tof\tsales | (5,145) | (5,237) | (5,346) |
| Gross\tprofit | 1,365 | 1,181 | 1,417 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (311) | (830) | (805) |
| Amortization\tof\tintangible\tassets | (32) | (51) | (62) |
| Research\tand\tdevelopment\texpenses | (85) | (104) | (98) |
| Other\t(charges)\tgains,\tnet | (158) | (14) | (48) |
| Foreign\texchange\tgain\t(loss),\tnet | (6) | (4) | — |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | 735 | (3) | (2) |
| Operating\tprofit\t(loss) | 1,508 | 175 | 402 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 180 | 242 | 192 |
| Interest\texpense | (172) | (185) | (221) |
| Refinancing\texpense | (1) | (3) | (3) |
| Interest\tincome | 1 | 2 | 3 |
| Dividend\tincome\t-\tcost\tinvestments | 93 | 85 | 80 |
| Other\tincome\t(expense),\tnet | — | 5 | 14 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,609 | 321 | 467 |
| Income\ttax\t(provision)\tbenefit | (508) | 55 | (41) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 376 | 426 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\toperations | — | (6) | 2 |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\toperations | — | 2 | (1) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (4) | 1 |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\tinterests | — | — | — |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 1,101 | 372 | 427 |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 376 | 426 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (4) | 1 |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tbasic |  |  |  |
| Continuing\toperations | 6.93 | 2.37 | 2.72 |
| Discontinued\toperations | — | (0.02) | 0.01 |
| Net\tearnings\t(loss)\t-\tbasic | 6.93 | 2.35 | 2.73 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tdiluted |  |  |  |
| Continuing\toperations | 6.91 | 2.35 | 2.68 |
| Discontinued\toperations | — | (0.02) | 0.01 |
| Net\tearnings\t(loss)\t-\tdiluted | 6.91 | 2.33 | 2.69 |
| Weighted\taverage\tshares\t-\tbasic | 158,801,150 | 158,359,914 | 156,226,526 |
| Weighted\taverage\tshares\t-\tdiluted | 159,334,219 | 159,830,786 | 158,970,283 |

See	the	accompanying	notes	to	the	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME	(LOSS)

|  | 2013 | 2012 | 2011 |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | 1 | — | — |
| Foreign\tcurrency\ttranslation | 20 | 5 | (27) |
| Gain\t(loss)\ton\tinterest\trate\tswaps | 6 | 7 | 27 |
| Pension\tand\tpostretirement\tbenefits | 58 | (11) | — |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 85 | 1 | — |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 1,186 | 373 | 427 |
| Comprehensive\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | — | — | — |
| Comprehensive\tincome\t(loss)\tattributable\tto\tCelanese\tCorporation | 1,186 | 373 | 427 |

# CONSOLIDATED	BALANCE	SHEETS

# As	of	December	31,

| Cash	and	cash	equivalents | 984 | 959 |
| :--- | :--- | :--- |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates\t(net\tof\tallowance\tfor\tdoubtful\taccounts\t-\t2013:\t$9;\t2012:\t$9) | 867 | 827 |
| Non-trade\treceivables,\tnet | 343 | 209 |
| Inventories | 804 | 711 |
| Deferred\tincome\ttaxes | 115 | 49 |
| Marketable\tsecurities,\tat\tfair\tvalue | 41 | 53 |
| Other\tassets | 28 | 31 |
| Total\tcurrent\tassets | 3,182 | 2,839 |
| Investments\tin\taffiliates | 841 | 800 |
| Property,\tplant\tand\tequipment\t(net\tof\taccumulated\tdepreciation\t-\t2013:\t$1,672;\t2012:\t$1,506) | 3,425 | 3,350 |
| Deferred\tincome\ttaxes | 289 | 606 |
| Other\tassets | 341 | 463 |
| Goodwill | 798 | 777 |
| Intangible\tassets,\tnet | 142 | 165 |
| Total\tassets | 9,018 | 9,000 |
| LIABILITIES\tAND\tEQUITY |  |  |
| Current\tLiabilities |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\tlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | 177 | 168 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | 799 | 649 |
| Other\tliabilities | 541 | 475 |
| Deferred\tincome\ttaxes | 10 | 25 |
| Income\ttaxes\tpayable | 18 | 38 |
| Total\tcurrent\tliabilities | 1,545 | 1,355 |
| Long-term\tdebt | 2,887 | 2,930 |
| Deferred\tincome\ttaxes | 225 | 50 |
| Uncertain\ttax\tpositions | 200 | 181 |
| Benefit\tobligations | 1,175 | 1,602 |
| Other\tliabilities | 287 | 1,152 |
| Commitments\tand\tContingencies |  |  |
| Stockholders'\tEquity |  |  |
|  | — | — |
| 156,939,828\toutstanding;\t2012:\t183,629,237\tissued\tand\t159,642,401\toutstanding) | — | — |
| outstanding) | — | — |
| Treasury\tstock,\tat\tcost\t(2013:\t8,928,137\tshares;\t2012:\t23,986,836\tshares) | (361) | (905) |
| Additional\tpaid-in\tcapital | 53 | 731 |
| Retained\tearnings | 3,011 | 1,993 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet | (4) | (89) |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,699 | 1,730 |
| Noncontrolling\tinterests | — | — |
| Total\tequity | 2,699 | 1,730 |
| Total\tliabilities\tand\tequity | 9,018 | 9,000 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | 2013 |  | 2012 |  | 2011 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Shares | Amount | Shares | Amount | Shares | Amount |
|  |  |  | (In\t$\tmillions,\texcept\tshare\tdata) | (In\t$\tmillions,\texcept\tshare\tdata) |  |  |
| Series\tA\tCommon\tStock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 159,642,401 | — | 156,463,811 | — | 155,759,293 | — |
| Stock\toption\texercises | 283,682 | — | 3,751,825 | — | 842,342 | — |
| Purchases\tof\ttreasury\tstock | (3,192,201) | — | (1,065,542) | — | (652,016) | — |
| Stock\tawards | 205,946 | — | 492,307 | — | 514,192 | — |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 156,939,828 | — | 159,642,401 | — | 156,463,811 | — |
| Treasury\tStock |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 23,986,836 | (905) | 22,921,294 | (860) | 22,269,278 | (829) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | 3,192,201 | (164) | 1,065,542 | (45) | 652,016 | (31) |
| Retirement\tof\ttreasury\tstock | (18,250,900) | 708 | — | — | — | — |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod | 8,928,137 | (361) | 23,986,836 | (905) | 22,921,294 | (860) |
| Additional\tPaid-In\tCapital |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 731 |  | 627 |  | 574 |
| Retirement\tof\ttreasury\tstock |  | (708) |  | — |  | — |
| Stock-based\tcompensation,\tnet\tof\ttax |  | 19 |  | 12 |  | 17 |
| Stock\toption\texercises,\tnet\tof\ttax |  | 11 |  | 92 |  | 36 |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 53 |  | 731 |  | 627 |
| Retained\tEarnings |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | 1,993 |  | 1,664 |  | 1,271 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation |  | 1,101 |  | 372 |  | 427 |
| Series\tA\tcommon\tstock\tdividends |  | (83) |  | (43) |  | (34) |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | 3,011 |  | 1,993 |  | 1,664 |
| Accumulated\tOther\tComprehensive\tIncome\t(Loss),\tNet |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | (89) |  | (90) |  | (90) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  | 85 |  | 1 |  | — |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | (4) |  | (89) |  | (90) |
| Total\tCelanese\tCorporation\tstockholders'\tequity |  | 2,699 |  | 1,730 |  | 1,341 |
| Noncontrolling\tInterests |  |  |  |  |  |  |
| Balance\tas\tof\tthe\tbeginning\tof\tthe\tperiod |  | — |  | — |  | — |
| Net\tearnings\t(loss)\tattributable\tto\tnoncontrolling\tinterests |  | — |  | — |  | — |
| Balance\tas\tof\tthe\tend\tof\tthe\tperiod |  | — |  | — |  | — |
| Total\tequity |  | 2,699 |  | 1,730 |  | 1,341 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | Year	Ended	December	31, | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Operating\tActivities |  |  |  |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Adjustments\tto\treconcile\tnet\tearnings\t(loss)\tto\tnet\tcash\tprovided\tby\toperating\tactivities |  |  |  |
| Other\tcharges\t(gains),\tnet\tof\tamounts\tused | 122 | (12) | (6) |
| Depreciation,\tamortization\tand\taccretion | 319 | 320 | 311 |
| Pension\tand\tpostretirement\tbenefit\texpense | (35) | 9 | 30 |
| Pension\tand\tpostretirement\tcontributions | (96) | (288) | (209) |
| Actuarial\t(gain)\tloss\ton\tpension\tand\tpostretirement\tplans | (104) | 389 | 306 |
| Pension\tcurtailments\tand\tsettlements,\tnet | (52) | — | — |
| Deferred\tincome\ttaxes,\tnet | 344 | (175) | (15) |
| (Gain)\tloss\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | (737) | 3 | 1 |
| Refinancing\texpense | 1 | 3 | 3 |
| Other,\tnet | (3) | 53 | 56 |
| Operating\tcash\tprovided\tby\t(used\tin)\tdiscontinued\toperations | (4) | 2 | (9) |
| Changes\tin\toperating\tassets\tand\tliabilities |  |  |  |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates,\tnet | (23) | 50 | (83) |
| Inventories | (81) | 6 | (112) |
| Other\tassets | (110) | 9 | 17 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | 108 | 5 | 22 |
| Other\tliabilities | 12 | (24) | (101) |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 762 | 722 | 638 |
| Investing\tActivities |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\tequipment | (370) | (361) | (349) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | (23) | (8) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | 13 | 1 | 6 |
| Deferred\tproceeds\tfrom\tKelsterbach\tplant\trelocation | — | — | 159 |
| Capital\texpenditures\trelated\tto\tKelsterbach\tplant\trelocation | (7) | (49) | (204) |
| Other,\tnet | (58) | (68) | (45) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | (422) | (500) | (441) |
| Financing\tActivities |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | (11) | 2 | (13) |
| Proceeds\tfrom\tshort-term\tborrowings | 177 | 71 | 70 |
| Repayments\tof\tshort-term\tborrowings | (123) | (71) | (73) |
| Proceeds\tfrom\tlong-term\tdebt | 74 | 550 | 411 |
| Repayments\tof\tlong-term\tdebt | (198) | (489) | (591) |
| Refinancing\tcosts | (2) | (9) | (8) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (164) | (45) | (31) |
| Stock\toption\texercises | 9 | 62 | 20 |
| Series\tA\tcommon\tstock\tdividends | (83) | (43) | (34) |
| Other,\tnet | (5) | 21 | (4) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | (326) | 49 | (253) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | 11 | 6 | (2) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents | 25 | 277 | (58) |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\tperiod | 959 | 682 | 740 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | 984 | 959 | 682 |

# NOTES	TO	THE	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.	Description	of	the	Company	and	Basis	of	Presentation

# Description	of	the	Company

Celanese	Corporation	and	its	subsidiaries	(collectively,	the	"Company")	is	a	global	technology	and	specialty	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.

In	conjunction	with	the	Company's	focus	on	the	Celanese	brand,	the	names	of	the	Company's	reporting	units	have	changed	to	engineered	materials	(formerly	Advanced Engineered	Materials),	cellulose	derivatives	(formerly	Acetate	Products),	food	ingredients	(formerly	Nutrinova),	emulsion	polymers	(formerly	Emulsions),	EVA polymers	(formerly	EVA	Performance	Polymers)	and	intermediate	chemistry	(formerly	Acetyl	Intermediates).	There	has	been	no	change	to	the	names	or	composition	of the	Company's	business	segments.

# Definitions

In	this	Annual	Report	on	Form	10-K	("Annual	Report"),	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,	and	not	its	subsidiaries.

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	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	in	which	the	Company	believes	investors	may	have	an interest	or	which	may	have	been	included	in	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.

For	those	consolidated	subsidiaries	in	which	the	Company's	ownership	is	less	than	100%,	the	outside	stockholders'	interests	are	shown	as	noncontrolling	interests.

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

# 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	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.

Effective	January	1,	2013,	the	Company	elected	to	change	its	accounting	policy	for	recognizing	actuarial	gains	and	losses	and	changes	in	the	fair	value	of	plan	assets	for its	defined	benefit	pension	plans	and	other	postretirement	benefit	plans.	Previously,	the	Company	recognized	the	actuarial	gains	and	losses	as	a	component	of Accumulated	other	comprehensive	income	(loss),	net	within	the	consolidated	balance	sheets	on	an	annual	basis	and	amortized	the	gains	and	losses	into	operating	results over	the	average	remaining	service	period	to	retirement	date	for	active	plan	participants	or,	for	retired	participants,	the	average	remaining	life	expectancy.	For	defined benefit	pension	plans,	the	unrecognized	gains	and	losses	were	amortized	when	the	net	gains	and	losses	exceeded	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	occurred	when	the	net	gains	and	losses	exceeded 10%	of	the	accumulated	postretirement	benefit	obligation	at	the	beginning	of	the	year.

Previously,	differences	between	the	actual	rate	of	return	on	plan	assets	and	the	long-term	expected	rate	of	return	on	plan	assets	were	not	generally	recognized	in	net periodic	benefit	cost	in	the	year	that	the	difference	occurred.	These	differences	were	deferred	and	amortized	into	net	periodic	benefit	cost	over	the	average	remaining future	service	period	of	employees.	The	asset	gains	and	losses	subject	to	amortization	and	the	long-term	expected	return	on	plan	assets	were	previously	calculated	using	a five-year	smoothing	of	asset	gains	and	losses	referred	to	as	the	market-related	value	to	stabilize	variability	in	the	plan	asset	values.

The	Company	now	applies	the	long-term	expected	rate	of	return	to	the	fair	value	of	plan	assets	and	immediately	recognizes	in	operating	results	the	change	in	fair	value of	plan	assets	and	net	actuarial	gains	and	losses	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.	Events	requiring	a plan	remeasurement	will	continue	to	be	recognized	in	the	quarter	in	which	such	remeasurement	event	occurs.	The	remaining	components	of	the	Company's	net	periodic benefit	cost	are	recorded	on	a	quarterly	basis.	While	the	Company's	historical	policy	of	recognizing	the	change	in	fair	value	of	plan	assets	and	net	actuarial	gains	and losses	is	considered	acceptable	under	US	GAAP,	the	Company	believes	the	new	policy	is	preferable	as	it	eliminates	the	delay	in	recognizing	gains	and	losses	within operating	results.	This	change	improves	transparency	within	the	Company's	operating	results	by	immediately	recognizing	the	effects	of	economic	and	interest	rate	trends on	plan	investments	and	assumptions	in	the	year	these	gains	and	losses	are	actually	incurred.	The	policy	changes	have	no	impact	on	future	pension	and	postretirement benefit	plan	funding	or	pension	and	postretirement	benefits	paid	to	participants.	Financial	information	for	all	periods	presented	has	been	retrospectively	adjusted.

In	connection	with	the	changes	in	accounting	policy	for	pension	and	other	postretirement	benefits	and	in	an	attempt	to	properly	match	the	actual	operational	expenses each	business	segment	is	incurring,	the	Company	changed	its	allocation	of	net	periodic	benefit	cost.	Previously,	the	Company	allocated	all	components	of	net	periodic benefit	cost	to	each	business	segment	on	a	ratable	basis.	The	Company	now	allocates	only	the	service	cost	and	amortization	of	prior	service	cost	components	of	its pension	and	postretirement	plans	to	its	business	segments.	All	other	components	of	net	periodic	benefit	cost	are	recorded	to	Other	Activities.	The	components	of	net periodic	benefit	cost	that	are	no	longer	allocated	to	each	business	segment	include	interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and	losses	as	these components	are	considered	financing	activities	managed	at	the	corporate	level.	The	Company	believes	the	revised	expense	allocation	more	appropriately	matches	the cost	incurred	for	active	employees	to	the	respective	business	segment.	Business	segment	information	for	all	periods	presented	has	been	retrospectively	adjusted	(Note 25).

The	retrospective	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	to	the	consolidated	statements	of	operations	is	as	follows:

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Cost\tof\tsales | (5,223) | 78 | (5,145) |
| Gross\tprofit | 1,287 | 78 | 1,365 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (514) | 203 | (311) |
| Research\tand\tdevelopment\texpenses | (95) | 10 | (85) |
| Operating\tprofit\t(loss) | 1,217 | 291 | 1,508 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 1,318 | 291 | 1,609 |
| Income\ttax\t(provision)\tbenefit | (406) | (102) | (508) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 912 | 189 | 1,101 |
| Net\tearnings\t(loss) | 912 | 189 | 1,101 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 912 | 189 | 1,101 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tbasic |  |  |  |
| Continuing\toperations | 5.74 | 1.19 | 6.93 |
| Discontinued\toperations | — | — | — |
| Net\tearnings\t(loss)\t-\tbasic | 5.74 | 1.19 | 6.93 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tdiluted |  |  |  |
| Continuing\toperations | 5.72 | 1.19 | 6.91 |
| Discontinued\toperations | — | — | — |
| Net\tearnings\t(loss)\t-\tdiluted | 5.72 | 1.19 | 6.91 |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Cost\tof\tsales | (5,226) | (11) | (5,237) |
| Gross\tprofit | 1,192 | (11) | 1,181 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (507) | (323) | (830) |
| Research\tand\tdevelopment\texpenses | (102) | (2) | (104) |
| Operating\tprofit\t(loss) | 511 | (336) | 175 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 657 | (336) | 321 |
| Income\ttax\t(provision)\tbenefit | (48) | 103 | 55 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 609 | (233) | 376 |
| Net\tearnings\t(loss) | 605 | (233) | 372 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 605 | (233) | 372 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tbasic |  |  |  |
| Continuing\toperations | 3.84 | (1.47) | 2.37 |
| Discontinued\toperations | (0.02) | — | (0.02) |
| Net\tearnings\t(loss)\t-\tbasic | 3.82 | (1.47) | 2.35 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tdiluted |  |  |  |
| Continuing\toperations | 3.81 | (1.46) | 2.35 |
| Discontinued\toperations | (0.02) | — | (0.02) |
| Net\tearnings\t(loss)\t-\tdiluted | 3.79 | (1.46) | 2.33 |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  | (In\t$\tmillions,\texcept\tper\tshare\tdata) | (In\t$\tmillions,\texcept\tper\tshare\tdata) |  |
| Cost\tof\tsales | (5,329) | (17) | (5,346) |
| Gross\tprofit | 1,434 | (17) | 1,417 |
| Selling,\tgeneral\tand\tadministrative\texpenses | (536) | (269) | (805) |
| Research\tand\tdevelopment\texpenses | (96) | (2) | (98) |
| Operating\tprofit\t(loss) | 690 | (288) | 402 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ttax | 755 | (288) | 467 |
| Income\ttax\t(provision)\tbenefit | (149) | 108 | (41) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 606 | (180) | 426 |
| Net\tearnings\t(loss) | 607 | (180) | 427 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 607 | (180) | 427 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tbasic |  |  |  |
| Continuing\toperations | 3.88 | (1.16) | 2.72 |
| Discontinued\toperations | 0.01 | — | 0.01 |
| Net\tearnings\t(loss)\t-\tbasic | 3.89 | (1.16) | 2.73 |
| Earnings\t(loss)\tper\tcommon\tshare\t-\tdiluted |  |  |  |
| Continuing\toperations | 3.81 | (1.13) | 2.68 |
| Discontinued\toperations | 0.01 | — | 0.01 |
| Net\tearnings\t(loss)\t-\tdiluted | 3.82 | (1.13) | 2.69 |

The	retrospective	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	to	the	consolidated	statements	of	comprehensive	income	(loss) is	as	follows:

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 607 | (180) | 427 |
| Pension\tand\tpostretirement\tbenefits | (180) | 180 | — |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | (180) | 180 | — |

The	retrospective	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	to	the	consolidated	balance	sheets	is	as	follows:

The	cumulative	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	on	Retained	earnings	as	of	December	31,	2011	was	a	decrease	of $760	million,	with	an	equivalent	increase	to	Accumulated	other	comprehensive	income.

The	retrospective	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	to	the	consolidated	statements	of	equity	is	as	follows:

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Retained\tearnings\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 2,986 | (993) | 1,993 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 912 | 189 | 1,101 |
| Retained\tearnings\tas\tof\tthe\tend\tof\tthe\tperiod | 3,815 | (804) | 3,011 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tbeginning\tof\tthe\tperiod | (1,082) | 993 | (89) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 274 | (189) | 85 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tend\tof\tthe\tperiod | (808) | 804 | (4) |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Retained\tearnings\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 2,424 | (760) | 1,664 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 605 | (233) | 372 |
| Retained\tearnings\tas\tof\tthe\tend\tof\tthe\tperiod | 2,986 | (993) | 1,993 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tbeginning\tof\tthe\tperiod | (850) | 760 | (90) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | (232) | 233 | 1 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tend\tof\tthe\tperiod | (1,082) | 993 | (89) |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Retained\tearnings\tas\tof\tthe\tbeginning\tof\tthe\tperiod | 1,851 | (580) | 1,271 |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\tCorporation | 607 | (180) | 427 |
| Retained\tearnings\tas\tof\tthe\tend\tof\tthe\tperiod | 2,424 | (760) | 1,664 |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tbeginning\tof\tthe\tperiod | (670) | 580 | (90) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | (180) | 180 | — |
| Accumulated\tother\tcomprehensive\tincome\t(loss),\tnet\tas\tof\tthe\tend\tof\tthe\tperiod | (850) | 760 | (90) |

The	retrospective	effect	of	the	change	in	accounting	policy	for	pension	and	other	postretirement	benefits	to	the	consolidated	statements	of	cash	flows	is	as	follows:

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 912 | 189 | 1,101 |
| Pension\tand\tpostretirement\tbenefit\texpense | — | (35) | (35) |
| Pension\tand\tpostretirement\tcontributions | — | (96) | (96) |
| Actuarial\t(gain)\tloss\ton\tpension\tand\tpostretirement\tplans | — | (104) | (104) |
| Pension\tcurtailments\tand\tsettlements,\tnet | — | (52) | (52) |
| Deferred\tincome\ttaxes,\tnet | 242 | 102 | 344 |
| Other\tliabilities | 16 | (4) | 12 |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 605 | (233) | 372 |
| Pension\tand\tpostretirement\tbenefit\texpense | — | 9 | 9 |
| Pension\tand\tpostretirement\tcontributions | — | (288) | (288) |
| Actuarial\t(gain)\tloss\ton\tpension\tand\tpostretirement\tplans | — | 389 | 389 |
| Deferred\tincome\ttaxes,\tnet | (73) | (102) | (175) |
| Other\tliabilities | (249) | 225 | (24) |

|  | Previous<br>Accounting<br>Method | Effect	of<br>Change | As	Reported |
| :--- | :--- | :--- | :--- |
|  |  | (In\t$\tmillions) |  |
| Net\tearnings\t(loss) | 607 | (180) | 427 |
| Pension\tand\tpostretirement\tbenefit\texpense | — | 30 | 30 |
| Pension\tand\tpostretirement\tcontributions | — | (209) | (209) |
| Actuarial\t(gain)\tloss\ton\tpension\tand\tpostretirement\tplans | — | 306 | 306 |
| Deferred\tincome\ttaxes,\tnet | 93 | (108) | (15) |
| Other\tliabilities | (262) | 161 | (101) |

# •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.

The	Company	reviews	all	investments	for	other-than-temporary	impairment	at	least	quarterly	or	as	indicators	of	impairment	exist.	Indicators	of	impairment	include	the duration	and	severity	of	the	decline	in	fair	value	below	carrying	value	as	well	as	the	intent	and	ability	to	hold	the	investment	to	allow	for	a	recovery	in	the	market	value	of the	investment.	In	addition,	the	Company	considers	qualitative	factors	that	include,	but	are	not	limited	to:	(i)	the	financial	condition	and	business	plans	of	the	investee including	its	future	earnings	potential,	(ii)	the	investee's	credit	rating,	and	(iii)	the	current	and	expected	market	and	industry	conditions	in	which	the	investee	operates.	If a	decline	in	the	fair	value	of	an	investment	is	deemed	by	management	to	be	other-than-temporary,	the	Company	writes	down	the	carrying	value	of	the	investment	to	fair value,	and	the	amount	of	the	write-down	is	included	in	net	earnings.	Such	a	determination	is	dependent	on	the	facts	and	circumstances	relating	to	each	investment.

# •Investments	in	affiliates

Financial	Accounting	Standards	Board	("FASB")	Accounting	Standards	Codification	("ASC")	Topic	323,	Investments	-	Equity	Method	and	Joint	Ventures	("FASB	ASC Topic	323"),	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	interest	are	accounted	for	under the	cost	method	of	accounting	because	the	Company	cannot	exercise	significant	influence	or	control.	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.

In	certain	instances,	the	financial	information	of	the	Company's	equity	investees	is	not	available	on	a	timely	basis.	Accordingly,	the	Company	records	its	proportional share	of	the	investee's	earnings	or	losses	on	a	consistent	lag	of	no	more	than	one	quarter.

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,

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	10	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	primarily	to	Other	(charges)	gains,	net.

# •Goodwill	and	other	intangible	assets

Customer-related	intangible	assets	and	other	intangible	assets	with	finite	lives	are	amortized	on	a	straight-line	basis	over	their	estimated	useful	lives,	which	range	from four	to	20	years.

The	excess	of	the	purchase	price	over	fair	value	of	net	identifiable	assets	and	liabilities	of	an	acquired	business	("goodwill"),	trademarks	and	trade	names	and	other indefinite-lived	intangible	assets	are	not	amortized,	but	rather	tested	for	impairment,	at	least	annually.	The	Company	assesses	the	recoverability	of	the	carrying	amount of	its	reporting	unit	goodwill	and	other	indefinite-lived	intangible	assets	either	qualitatively	or	quantitatively	annually	during	the	third	quarter	of	its	fiscal	year	using June	30	balances	or	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amount	of	the	assets	may	not	be	fully	recoverable.	Impairment	losses	are recorded	primarily	to	Other	(charges)	gains,	net.

When	assessing	the	recoverability	of	goodwill	and	other	indefinite-lived	intangible	assets,	the	Company	may	first	assess	qualitative	factors.	If	an	initial	qualitative assessment	indicates	that	it	is	more	likely	than	not	the	carrying	amount	exceeds	fair	value,	a	quantitative	analysis	may	be	required.	The	Company	may	also	elect	to	skip the	qualitative	assessment	and	proceed	directly	to	the	quantitative	analysis.

Recoverability	of	the	carrying	value	of	goodwill	is	measured	at	the	reporting	unit	level	based	on	the	provisions	of	FASB	ASC	Topic	350,	Intangibles	-	Goodwill	and Other	("FASB	ASC	Topic	350").	In	performing	a	quantitative	analysis,	the	Company	measures	the	recoverability	of	goodwill	for	each	reporting	unit	using	a	discounted cash	flow	model	incorporating	discount	rates	commensurate	with	the	risks	involved,	which	is	classified	as	a	Level	3	measurement	under	FASB	ASC	Topic	820,	Fair Value	Measurement	("FASB	ASC	Topic	820").	The	key	assumptions	used	in	the	discounted	cash	flow	valuation	model	include	discount	rates,	growth	rates,	tax	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.	The	Company	may	engage	third-party	valuation	consultants	to	assist	with	this	process.	The	valuation	consultants	assess	fair	value	by equally	weighting	a	combination	of	two	market	approaches	(market	multiple	analysis	and	comparable	transaction	analysis)	and	the	discounted	cash	flow	approach.

If	the	calculated	fair	value	is	less	than	the	current	carrying	amount,	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	engaged	by	the	Company	to	assist	with	the	process,	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	amount	of	goodwill	assigned	to	the	reporting	unit,	there	is	no	impairment.	If	the	carrying	amount of	goodwill	assigned	to	a	reporting	unit	exceeds	the	implied	fair	value	of	the	goodwill,	an	impairment	loss	is	recorded	to	write	down	the	carrying	amount.	An	impairment loss	cannot	exceed	the	carrying	amount	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	performing	a	quantitative	analysis,	recoverability	is	measured	by	a	comparison	of	the	carrying	amount	of	the	indefinite-lived	intangible	asset	over	its	fair	value.	Any excess	of	the	carrying	amount	of	the	indefinite-lived	intangible	asset	over	its	fair	value	is	recognized	as	an	impairment	loss.	The	Company	periodically	engages	third- party	valuation	consultants	to	assist	with	this	process.

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,	tax	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.

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	primarily	to	Other	(charges)	gains,	net.

# •Financial	instruments

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.	The	Company	does	not	use	derivative	financial	instruments	for	speculative	trading	purposes.	The	fair	value	of	all	derivative	instruments is	recorded	as	an	asset	or	liability	at	the	balance	sheet	date.	Changes	in	the	fair	value	of	these	instruments	are	reported	in	earnings	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	earnings.	The	ineffective	portions	of	cash	flow	hedges,	if	any,	are	recognized	in	earnings	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	earnings.

# •Concentrations	of	credit

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	diverse	customers	across	many	different	industries	and	geographies.	In	addition,	credit	risk	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.

# •Allowance	for	doubtful

# accounts

The	Company	maintains	allowances	for	doubtful	accounts	for	estimated	losses	resulting	from	the	inability	of	its	customers	to	make	required	payments.	The	Company believes,	based	on	historical	results,	the	likelihood	of	actual	write-offs	having	a	material	impact	on	financial	results	is	low.	The	allowance	for	doubtful	accounts	is estimated	using	factors	such	as	customer	credit	ratings,	past	collection	history	and	general	risk	profile.	Receivables	are	charged	against	the	allowance	for	doubtful accounts	when	it	is	probable	that	the	receivable	will	not	be	recovered.

# •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	15	years,	unless	the	Company	has	government	orders	or	other agreements	that	extend	beyond	15	years.	If	the	event	of	loss	is	neither	probable	nor	reasonably	estimable,	but	is	reasonably	possible,	the	Company	provides	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.	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.

# •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:	(a)	persuasive	evidence	of	an	arrangement	exists;	(b)	delivery	has	occurred	or	services	have	been	rendered;	(c)	the	fee	is	fixed	or	determinable; and	(d)	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.	Shipping	and	handling	fees	billed	to	customers	in	a	sales	transaction	are	recorded	in	Net	sales and	shipping	and	handling	costs	incurred	are	recorded	in	Cost	of	sales.

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	liability	and	workers	compensation	risks.	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.

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	as	earned	based	on	the	terms	of	the	policies.	Capitalization	of	the	Captives	is	determined	by	regulatory	guidelines.

# •Income

# taxes

The	provision	for	income	taxes	is	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

carryforwards.	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	(likelihood	of	greater	than	50%)	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,	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.

The	Company	recognizes	interest	and	penalties	related	to	uncertain	tax	positions	in	Income	tax	(provision)	benefit	in	the	consolidated	statement	of	operations.

# •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.

# 3.	Accounting	Pronouncements

In	July	2013,	the	FASB	issued	Accounting	Standards	Update	("ASU")	2013-11,	Presentation	of	Unrecognized	Tax	Benefit	When	a	Net	Operating	Loss	Carryforward,	a Similar	Tax	Loss,	or	a	Tax	Credit	Carryforward	Exists,	an	amendment	to	FASB	ASC	Topic	740,	Income	Taxes	("FASB	ASC	Topic	740").	This	update	clarifies	that	an unrecognized	tax	benefit,	or	a	portion	of	an	unrecognized	tax	benefit,	should	be	presented	in	the	financial	statements	as	a	reduction	to	a	deferred	tax	asset	for	a	net operating	loss	carryforward,	a	similar	tax	loss,	or	a	tax	credit	carryforward	if	such	settlement	is	required	or	expected	in	the	event	the	uncertain	tax	position	is	disallowed. In	situations	where	a	net	operating	loss	carryforward,	a	similar	tax	loss,	or	a	tax	credit	carryforward	is	not	available	at	the	reporting	date	under	the	tax	law	of	the applicable	jurisdiction	or	the	tax	law	of	the	jurisdiction	does	not	require,	and	the	entity	does	not	intend	to	use,	the	deferred	tax	asset	for	such	purpose,	the	unrecognized tax	benefit	should	be	presented	in	the	financial	statements	as	a	liability	and	should	not	be	combined	with	deferred	tax	assets.	This	ASU	is	effective	prospectively	for fiscal	years,	and	interim	periods	within	those	years,	beginning	after	December	15,	2013.	The	Company	does	not	expect	the	impact	of	adopting	this	ASU	to	be	material to	the	Company's	financial	position	or	cash	flows.

In	July	2013,	the	FASB	issued	ASU	2013-10,	Inclusion	of	the	Fed	Funds	Effective	Swap	Rate	(or	Overnight	Index	Swap	Rate)	as	a	Benchmark	Interest	Rate	for	Hedge Accounting	Purposes,	an	amendment	to	FASB	ASC	Topic	815.	The	update	permits	the	use	of	the	Fed	Funds	Effective	Swap	Rate	to	be	used	as	a	US	benchmark	interest rate	for	hedge	accounting	purposes	under	FASB	ASC	Topic	815,	in	addition	to	the	interest	rates	on	direct	Treasury	obligations	of	the	US	government	("UST")	and	the London	Interbank	Offered	Rate	("LIBOR").	The	update	also	removes	the	restriction	on	using	different	benchmark	rates	for	similar	hedges.	This	ASU	is	effective prospectively	for	qualifying	new	or	redesignated	hedging	relationships	entered	into	on	or	after	July	17,	2013.	The	Company	does	not	expect	the	impact	of	adopting	this ASU	to	be	material	to	the	Company's	financial	position,	results	of	operations	or	cash	flows.

In	March	2013,	the	FASB	issued	ASU	2013-05,	Parent's	Accounting	for	the	Cumulative	Translation	Adjustment	upon	Derecognition	of	Certain	Subsidiaries	or	Groups of	Assets	within	a	Foreign	Entity	or	of	an	Investment	in	a	Foreign	Entity,	an	amendment	to	FASB	ASC	Topic	830,	Foreign	Currency	Matters	("FASB	ASC	Topic 830").	The	update	clarifies	that	complete	or	substantially	complete	liquidation	of	a	foreign	entity	is	required	to	release	the	cumulative	translation	adjustment	("CTA")	for transactions	occurring	within	a	foreign	entity.	However,	transactions	impacting	investments	in	a	foreign	entity	may	result	in	a	full	or	partial	release	of	CTA	even	though complete	or	substantially	complete	liquidation	of	the	foreign	entity	has	not	occurred.	Furthermore,	for	transactions	involving	step	acquisitions,	the	CTA	associated	with the	previous	equity-method	investment	will	be	fully	released	when	control	is	obtained	and	consolidation	occurs.	This	ASU	is	effective	for	fiscal	years	beginning	after

December	15,	2013.	The	Company	will	apply	the	guidance	prospectively	to	derecognition	events	occurring	after	the	effective	date.

In	February	2013,	the	FASB	issued	ASU	2013-04,	Obligations	Resulting	from	Joint	and	Several	Liability	Arrangements	for	Which	the	Total	Amount	of	the	Obligation	is Fixed	at	the	Reporting	Date,	an	amendment	to	FASB	ASC	Topic	405,	Liabilities	("FASB	ASC	Topic	405").	The	update	requires	an	entity	to	measure	obligations resulting	from	joint	and	several	liability	arrangements	for	which	the	total	amount	of	the	obligation	is	fixed	as	of	the	reporting	date	as	the	sum	of	the	obligation	the	entity agreed	to	pay	among	its	co-obligors	and	any	additional	amount	the	entity	expects	to	pay	on	behalf	of	its	co-obligors.	This	ASU	is	effective	for	annual	and	interim periods	beginning	after	December	15,	2013	and	is	required	to	be	applied	retrospectively	to	all	prior	periods	presented	for	those	obligations	that	existed	upon	adoption	of the	ASU.	The	Company	does	not	expect	the	impact	of	adopting	this	ASU	to	be	material	to	the	Company's	financial	position,	results	of	operations	or	cash	flows.

# 4.	Acquisitions,	Dispositions,	Ventures	and	Plant	Closures

# Acquisitions

In	January	2012,	the	Company	completed	the	acquisition	of	certain	assets	from	Ashland	Inc.,	including	two	product	lines,	Vinac®	and	Flexbond®,	to	support	the strategic	growth	of	the	Company's	emulsion	polymers	business.	In	February	2011,	the	Company	acquired	a	business	primarily	consisting	of	emulsions	process technology	from	Crown	Paints	Limited.	Both	of	the	acquired	operations	are	included	in	the	Industrial	Specialties	segment.	Pro	forma	financial	information	since	the respective	acquisition	dates	has	not	been	provided	as	the	acquisitions	did	not	have	a	material	impact	on	the	Company's	financial	information.

The	Company	allocated	the	purchase	price	of	the	acquisitions	to	identifiable	intangible	assets	acquired	based	on	their	estimated	fair	values.	The	excess	of	purchase	price over	the	aggregate	fair	values	was	recorded	as	goodwill.	Intangible	assets	were	valued	using	the	relief	from	royalty	and	discounted	cash	flow	methodologies,	which	are considered	Level	3	measurements	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,	all	of	which	require significant	management	judgment	and,	therefore,	are	susceptible	to	change.	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.	The	Company,	with	the	assistance	of	third-party	valuation	consultants,	calculated	the	fair	value	of	the intangible	assets	acquired	to	allocate	the	purchase	price	at	the	acquisition	date.

# Ventures

On	May	15,	2013,	the	Company	and	Mitsui	&	Co.,	Ltd.,	of	Tokyo,	Japan	("Mitsui"),	signed	an	agreement	to	establish	a	joint	venture	for	the	production	of	methanol	at the	Company's	integrated	chemical	plant	in	Clear	Lake,	Texas.	The	planned	methanol	unit	will	utilize	natural	gas	in	the	US	Gulf	Coast	region	as	a	feedstock	and	will benefit	from	the	existing	infrastructure	at	the	Company's	Clear	Lake	facility.	The	planned	methanol	facility	will	have	an	annual	capacity	of	1.3	million	tons	and	is expected	to	be	operational	in	the	second	half	of	2015.	The	Company	has	incurred	pre-formation	costs,	including	costs	for	long	lead	time	materials,	which	are	subject	to reimbursement	from	Mitsui	and	are	included	in	Non-trade	receivables,	net	in	the	consolidated	balance	sheets	(Note	6).

# Plant	Closures

# •	Roussillon,	France

On	November	4,	2013,	the	Company	announced	its	intent	to	initiate	an	information	and	consultation	process	on	the	contemplated	closure	of	its	acetic	anhydride	facility in	Roussillon,	France.	On	December	10,	2013,	the	Company	announced	it	had	completed	the	consultation	process	pursuant	to	which	the	Company	ceased	all manufacturing	operations	in	December	2013.	The	Roussillon,	France	operations	are	included	in	the	Acetyl	Intermediates	segment.

The	exit	costs	and	plant	shutdown	costs	related	to	the	closure	of	the	Roussillon	facility	(Note	17)	are	as	follows:

| Employee	termination	benefits | (6) |
| :--- | :--- |
| Asset\timpairments | (3) |
| Contract\ttermination\tcosts | (3) |
| Total\texit\tcosts\trecorded\tto\tOther\t(charges)\tgains,\tnet | (12) |
| Gain\t(loss)\ton\tdisposition\tof\tassets,\tnet | (1) |
| Other | (1) |
| Total\tplant\tshutdown\tcosts | (2) |

# •	Tarragona,	Spain

On	November	4,	2013,	the	Company	announced	its	intent	to	initiate	an	information	and	consultation	process	on	the	contemplated	closure	of	its	vinyl	acetate	monomer ("VAM")	facility	in	Tarragona,	Spain.	On	December	10,	2013,	the	Company	announced	it	had	completed	the	consultation	process	pursuant	to	which	the	Company ceased	all	manufacturing	operations	in	December	2013.	The	Tarragona,	Spain	VAM	operations	are	included	in	the	Acetyl	Intermediates	segment.

The	exit	costs	and	plant	shutdown	costs	related	to	the	closure	of	the	Tarragona	VAM	facility	(Note	17)	are	as	follows:

# •	Spondon,	Derby,	United	Kingdom

In	August	2010,	the	Company	announced	it	would	consolidate	its	global	acetate	manufacturing	capabilities	by	closing	its	acetate	flake	and	acetate	tow	manufacturing operations	in	Spondon,	Derby,	United	Kingdom.	In	November	2012,	the	Company	ceased	manufacturing	acetate	flake	and	acetate	tow	at	its	Spondon,	Derby,	United Kingdom	site.	The	Company	now	serves	its	cellulose	derivatives	customers	by	optimizing	its	global	production	network,	which	includes	facilities	in	Lanaken,	Belgium; Narrows,	Virginia;	and	Ocotlan,	Mexico,	as	well	as	the	Company's	cellulose	derivatives	ventures	in	China.	The	Spondon,	Derby,	United	Kingdom	operations	are included	in	the	Consumer	Specialties	segment.

The	exit	costs	and	plant	shutdown	costs	related	to	the	closure	of	the	acetate	flake	and	acetate	tow	manufacturing	operations	in	Spondon,	Derby,	United	Kingdom	are	as follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Employee\ttermination\tbenefits | — | (5) | (4) |
| Asset\timpairments | — | (8) | — |
| Total\texit\tcosts\trecorded\tto\tOther\t(charges)\tgains,\tnet | — | (13) | (4) |
| Accelerated\tdepreciation | — | (6) | (7) |
| Other | (3) | (5) | (3) |
| Total\tplant\tshutdown\tcosts | (3) | (11) | (10) |

# 5.	Marketable	Securities,	at	Fair	Value

The	Company's	nonqualified	trusts	hold	available-for-sale	securities	for	funding	requirements	of	the	Company's	nonqualified	pension	plans	(Note	14).

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

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) |  |
| Mutual\tFunds |  |  |
| Amortized\tcost | 41 | 53 |
| Gross\tunrealized\tgain | — | — |
| Gross\tunrealized\tloss | — | — |
| Fair\tvalue | 41 | 53 |

See	Note	22	-	Fair	Value	Measurements	for	additional	information	regarding	the	fair	value	of	the	Company's	marketable	securities.

# 6.	Receivables,	Net

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Finished\tgoods | 571 | 514 |
| Work-in-process | 59 | 42 |
| Raw\tmaterials\tand\tsupplies | 174 | 155 |
| Total | 804 | 711 |

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.

# Equity	Method

Equity	method	investments	and	ownership	interests	by	business	segment	are	as	follows:

|  |  |  |  |  |  | Share	of |  |  | Dividends	and |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Ownership |  | Carrying | Carrying |  | Earnings\t(Loss) |  | Other\tDistributions | Other\tDistributions |  |
|  | as\tof\nDecember\t31, |  | Value\tas\tof\nDecember\t31, | Value\tas\tof\nDecember\t31, |  | Year\tEnded\nDecember\t31, |  |  | Year\tEnded\nDecember\t31, |  |
|  | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 |
|  | (In\tpercentages) |  |  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |  |
| Advanced\tEngineered\tMaterials |  |  |  |  |  |  |  |  |  |  |
| Ibn\tSina | 25 | 25 | 68 | 55 | 111 | 130 | 112 | (97) | (126) | (111) |
| Fortron\tIndustries\tLLC | 50 | 50 | 95 | 92 | 8 | 9 | 7 | (5) | (3) | — |
| Korea\tEngineering\tPlastics\tCo.,\tLtd. | 50 | 50 | 154 | 153 | 15 | 19 | 23 | (19) | (23) | (22) |
| Polyplastics\tCo.,\tLtd.(3) | 45 | 45 | 151 | 138 | 14 | 32 | 19 | — | (81) | (45) |
| Una\tSA(1) | — | — | — | — | — | — | — | — | — | (3) |
| Other\tActivities |  |  |  |  |  |  |  |  |  |  |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | 39 | 39 | 42 | 36 | 10 | 9 | 10 | (6) | (7) | (3) |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG(4) | 32 | 32 | 159 | 143 | 17 | 38 | 16 | (9) | (18) | (16) |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | 27 | 27 | 22 | 22 | 4 | 5 | 5 | (5) | (4) | (5) |
| Consumer\tSpecialties |  |  |  |  |  |  |  |  |  |  |
| Sherbrooke\tCapital\tHealth\tand\nWellness,\tL.P.(2) | 10 | 10 | 5 | 5 | 1 | — | — | — | — | — |
| Total |  |  | 696 | 644 | 180 | 242 | 192 | (141) | (262) | (205) |

(1) The	Company	divested	this	investment	in	March 2011.

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

(3) During	the	year	ended	December	31,	2012,	the	Company	amended	its	existing	joint	venture	and	other	related	agreements	with	Polyplastics	Co.,	Ltd.	The	amended agreements,	among	other	items,	modified	certain	dividend	rights,	resulting	in	a	net	cash	dividend	payment	to	the	Company	of	$72	million	during	the	three	months ended	March	31,	2012.

(4) InfraServ	GmbH	&	Co.	Hoechst	KG	is	owned	primarily	by	an	entity	included	in	the	Company's	Other	Activities.	The	Company's	Consumer	Specialties	segment and	Acetyl	Intermediates	segment	also	each	hold	an	ownership	percentage.	During	the	year	ended	December	31,	2012,	a	subsidiary	of	InfraServ	GmbH	&	Co. Hoechst	KG	restructured	its	debt	resulting	in	additional	net	earnings	of	affiliates	of	$22	million	attributable	to	the	Company.

# Cost	Method

Cost	method	investments	and	ownership	interests	by	business	segment	are	as	follows:

|  | Ownership<br>as	of<br>December	31, |  | Carrying<br>Value<br>as	of<br>December	31, |  |  | Dividend<br>Income	for	the<br>Year	Ended<br>December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2011 |
|  | (In\tpercentages) |  |  |  | (In\t$\tmillions) |  |  |
| Consumer\tSpecialties |  |  |  |  |  |  |  |
| Kunming\tCellulose\tFibers\tCo.\tLtd. | 30 | 30 | 14 | 14 | 13 | 13 | 12 |
| Nantong\tCellulose\tFibers\tCo.\tLtd. | 31 | 31 | 106 | 106 | 68 | 59 | 56 |
| Zhuhai\tCellulose\tFibers\tCo.\tLtd. | 30 | 30 | 14 | 14 | 11 | 11 | 10 |
| Other\tActivities |  |  |  |  |  |  |  |
| InfraServ\tGmbH\t&amp;\tCo.\tWiesbaden\tKG | 8 | 8 | 6 | 6 | 1 | 2 | 2 |
| Other(1) |  |  | 5 | 16 | — | — | — |
| Total |  |  | 145 | 156 | 93 | 85 | 80 |

(1) The	Company's	Hoechst	Italia	SpA	investment	of	$9	million	was	liquidated	during	the	three	months	ended	June	30,	2013	resulting	in	a	gain	of	$2	million	included in	Other	income	(expense),	net	in	the	consolidated	statements	of	operations.	The	Company's	Complejo	Industrial	Taqsa	A.I.E.	investment	was	impaired	during	the three	months	ended	December	31,	2013	as	a	result	of	the	closure	of	the	Company's	Tarragona,	Spain	VAM	facility	(Note	4).	An	impairment	loss	of	$2	million	is included	in	Other	income	(expense),	net	in	the	consolidated	statements	of	operations.

# Transactions	with	Affiliates

Transactions	with	affiliates	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Purchases | 264 | 208 | 238 |
| Sales | — | 1 | 10 |
| Interest\tincome | — | — | 1 |

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) |  |
| Non-trade\treceivables | 31 | 11 |
| Total\tdue\tfrom\taffiliates | 31 | 11 |
| Short-term\tborrowings | 26 | 36 |
| Trade\tpayables | 24 | 9 |
| Current\tOther\tliabilities | 6 | 6 |
| Total\tdue\tto\taffiliates | 56 | 51 |

The	Company	has	agreements	with	certain	affiliates,	primarily	real	estate	service	companies	("InfraServ	Entities")	(Note	15),	whereby	excess	affiliate	cash	is	lent	to	and managed	by	the	Company,	at	variable	interest	rates	governed	by	those	agreements.

# 9.	Property,	Plant	and	Equipment,	Net

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Land | 45 | 49 |
| Land\timprovements | 44 | 45 |
| Buildings\tand\tbuilding\timprovements | 692 | 675 |
| Machinery\tand\tequipment | 3,965 | 3,760 |
| Construction\tin\tprogress | 351 | 327 |
| Gross\tasset\tvalue | 5,097 | 4,856 |
| Accumulated\tdepreciation | (1,672) | (1,506) |
| Net\tbook\tvalue | 3,425 | 3,350 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Buildings | 17 | 34 |
| Machinery\tand\tequipment | 297 | 290 |
| Accumulated\tdepreciation | (110) | (122) |
| Net\tbook\tvalue | 204 | 202 |

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Capitalized\tinterest | 9 | 7 | 4 |
| Depreciation\texpense | 280 | 261 | 232 |

# 10.	Goodwill	and	Intangible	Assets,	Net

# Goodwill

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |
| As\tof\tDecember\t31,\t2011 |  |  |  |  |  |
| Goodwill | 294 | 246 | 35 | 185 | 760 |
| Accumulated\timpairment\tlosses | — | — | — | — | — |
| Net\tbook\tvalue | 294 | 246 | 35 | 185 | 760 |
| Acquisitions\t(Note\t4) | — | — | 7 | — | 7 |
| Exchange\trate\tchanges | 3 | 3 | — | 4 | 10 |
| As\tof\tDecember\t31,\t2012 |  |  |  |  |  |
| Goodwill | 297 | 249 | 42 | 189 | 777 |
| Accumulated\timpairment\tlosses | — | — | — | — | — |
| Net\tbook\tvalue | 297 | 249 | 42 | 189 | 777 |
| Acquisitions | — | — | — | — | — |
| Exchange\trate\tchanges | 6 | 5 | 1 | 9 | 21 |
| As\tof\tDecember\t31,\t2013 |  |  |  |  |  |
| Goodwill | 303 | 254 | 43 | 198 | 798 |
| Accumulated\timpairment\tlosses | — | — | — | — | — |
| Net\tbook\tvalue | 303 | 254 | 43 | 198 | 798 |

The	Company	assesses	the	recoverability	of	the	carrying	amount	of	its	reporting	unit	goodwill	either	qualitatively	or	quantitatively	annually	during	the	third	quarter	of its	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.	In connection	with	the	Company's	annual	goodwill	impairment	assessment,	the	Company	did	not	record	an	impairment	loss	to	goodwill	during	the	nine	months	ended September	30,	2013	as	the	estimated	fair	value	for	each	of	the	Company's	reporting	units	exceeded	the	carrying	amount	of	the	underlying	assets	by	a	substantial	margin. No	events	or	changes	in	circumstances	occurred	during	the	three	months	ended	December	31,	2013	that	would	indicate	that	the	carrying	amount	of	the	assets	may	not	be fully	recoverable.	Accordingly,	no	additional	impairment	analysis	was	performed	during	that	period.

# Intangible	Assets,	Net

Finite-lived	intangible	assets	are	as	follows:

|  | Licenses | Customer-<br>Related<br>Intangible<br>Assets | Developed<br>Technology | Covenants<br>Not	to<br>Compete<br>and	Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |
| Gross\tAsset\tValue |  |  |  |  |  |
| As\tof\tDecember\t31,\t2011 | 32 | 513 | 27 | 24 | 596 |
| Acquisitions\t(Note\t4) | — | 4 | 3 | 8 | 15 |
| Exchange\trate\tchanges | — | 8 | — | — | 8 |
| As\tof\tDecember\t31,\t2012 | 32 | 525 | 30 | 32 | 619 |
| Acquisitions | — | — | — | 7 | 7 |
| Exchange\trate\tchanges | 1 | 19 | — | — | 20 |
| As\tof\tDecember\t31,\t2013 | 33 | 544 | 30 | 39 | 646 |
| Accumulated\tAmortization |  |  |  |  |  |
| As\tof\tDecember\t31,\t2011 | (13) | (433) | (14) | (18) | (478) |
| Amortization | (3) | (40) | (3) | (5) | (51) |
| Exchange\trate\tchanges | — | (7) | — | — | (7) |
| As\tof\tDecember\t31,\t2012 | (16) | (480) | (17) | (23) | (536) |
| Amortization | (3) | (23) | (4) | (2) | (32) |
| Exchange\trate\tchanges | (1) | (18) | — | — | (19) |
| As\tof\tDecember\t31,\t2013 | (20) | (521) | (21) | (25) | (587) |
| Net\tbook\tvalue | 13 | 23 | 9 | 14 | 59 |

(1) Weighted	average	amortization	period	of	intangible	assets	acquired	was	29 years.

Indefinite-lived	intangible	assets	are	as	follows:

|  | Trademarks<br>and	Trade	Names |
| :--- | :--- |
|  | (In\t$\tmillions) |
| Gross\tAsset\tValue |  |
| As\tof\tDecember\t31,\t2011 | 79 |
| Acquisitions\t(Note\t4) | 2 |
| Accumulated\timpairment\tlosses | — |
| Exchange\trate\tchanges | 1 |
| As\tof\tDecember\t31,\t2012 | 82 |
| Acquisitions | — |
| Accumulated\timpairment\tlosses | (1) |
| Exchange\trate\tchanges | 2 |
| As\tof\tDecember\t31,\t2013 | 83 |

The	Company	assesses	the	recoverability	of	the	carrying	amount	of	its	indefinite-lived	intangible	assets	annually	during	the	third	quarter	of	its	fiscal	year	using	June	30 balances	or	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amount	of	the	assets	may	not	be	fully	recoverable.

Management	assesses	indefinite-lived	intangible	assets	for	impairment	either	qualitatively	or	by	utilizing	the	relief	from	royalty	method	under	the	income	approach	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	weighted	average	cost	of	capital	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	discount rate	and	low	long-term	growth	rates.

If	the	calculated	fair	value	as	described	above	is	less	than	the	current	carrying	amount,	impairment	of	the	indefinite-lived	intangible	asset	may	exist.	In	connection	with the	Company's	annual	indefinite-lived	intangible	assets	impairment	assessment,	the	Company	recorded	an	impairment	loss	of	$1	million	in	Other	(charges)	gains,	net (Note	17)	during	the	nine	months	ended	September	30,	2013	to	fully	write-off	the	book	value	of	a	trademark	included	in	the	Industrial	Specialties	segment.	Other	than this	trademark,	the	estimated	fair	value	for	each	of	the	Company's	other	indefinite-lived	intangible	assets	exceeded	the	carrying	amount	of	the	underlying	asset	by	a substantial	margin.

Specific	assumptions,	including	discount	rates,	royalty	rates,	sales	projections	and	terminal	value	rates,	were	updated	at	the	date	of	the	assessment	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	market	changes	result	in	adjusted	assumptions, impairment	losses	may	occur	in	future	periods.

The	Company's	trademarks	and	trade	names	have	an	indefinite	life.	For	the	year	ended	December	31,	2013,	the	Company	did	not	renew	or	extend	any	intangible	assets.

Estimated	amortization	expense	for	the	succeeding	five	fiscal	years	is	as	follows:

# 11.	Current	Other	Liabilities

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Salaries\tand\tbenefits | 96 | 74 |
| Environmental\t(Note\t15) | 30 | 21 |
| Restructuring\t(Note\t17) | 60 | 30 |
| Insurance | 14 | 15 |
| Asset\tretirement\tobligations | 29 | 38 |
| Derivatives\t(Note\t21) | 12 | 23 |
| Current\tportion\tof\tbenefit\tobligations\t(Note\t14) | 78 | 47 |
| Interest | 24 | 23 |
| Sales\tand\tuse\ttax/foreign\twithholding\ttax\tpayable | 12 | 17 |
| Uncertain\ttax\tpositions\t(Note\t18) | 64 | 65 |
| Customer\trebates | 48 | 44 |
| Other | 74 | 78 |
| Total | 541 | 475 |

# 12.	Noncurrent	Other	Liabilities

|  | As	of	December	31, |  |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) |  |
| Environmental\t(Note\t15) | 67 | 78 |
| Insurance | 50 | 58 |
| Deferred\trevenue | 28 | 36 |
| Deferred\tproceeds(1) | 53 | 909 |
| Asset\tretirement\tobligations | 18 | 26 |
| Derivatives\t(Note\t21) | 3 | 8 |
| Restructuring\t(Note\t17) | 2 | — |
| Income\ttaxes\tpayable | 20 | 2 |
| Other | 46 | 35 |
| Total | 287 | 1,152 |

(1) Proceeds	received	from	the	Frankfurt,	Germany	Airport	as	part	of	a	settlement	for	the	Company	to	cease	operations	and	sell	its	Kelsterbach,	Germany manufacturing	site,	included	in	the	Advanced	Engineered	Materials	segment,	were	recognized	during	the	three	months	ended	December	31,	2013	(Note	27).

Changes	in	asset	retirement	obligations	are	as	follows:

|  | Year	Ended	December	31, | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Balance\tat\tbeginning\tof\tyear | 64 | 64 | 77 |
| Additions(1) | 5 | 3 | — |
| Accretion | 2 | 3 | 3 |
| Payments | (23) | (12) | (10) |
| Revisions\tto\tcash\tflow\testimates(2) | (2) | 5 | (5) |
| Exchange\trate\tchanges | 1 | 1 | (1) |
| Balance\tat\tend\tof\tyear | 47 | 64 | 64 |

(1) Primarily	relates	to	sites	which	management	no	longer	considers	to	have	an	indeterminate life.

(2) Primarily	relates	to	revisions	to	the	estimated	cost	and	timing	of	future	obligations.

Included	in	the	asset	retirement	obligations	for	the	years	ended	December	31,	2013	and	2012	is	$10	million	and	$10	million,	respectively,	related	to	indemnifications received	for	a	business	acquired	in	2005.	The	Company	has	a	corresponding	receivable	of	$5	million	in	Non-trade	receivables,	net	and	$5	million	included	in noncurrent	Other	assets	in	the	consolidated	balance	sheet	as	of	December	31,	2013.

Periodically,	the	Company	will	conclude	a	site	no	longer	has	an	indeterminate	life	based	on	long-lived	asset	impairment	triggering	events	and	decisions	made	by	the Company.	Accordingly,	the	Company	will	record	asset	retirement	obligations	associated	with	such	sites.	To	measure	the	fair	value	of	the	asset	retirement	obligations,	the Company	will	use	the	expected	present	value	technique,	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.

| Current	installments	of	long-term	debt | 24 | 60 |
| :--- | :--- | :--- |
| Short-term\tborrowings,\tincluding\tamounts\tdue\tto\taffiliates | 103 | 108 |
| Accounts\treceivable\tsecuritization\tfacility | 50 | — |
| Total | 177 | 168 |

The	Company's	weighted	average	interest	rate	on	short-term	borrowings,	including	amounts	due	to	affiliates	and	borrowings	under	the	accounts	receivable	securitization facility,	was	3.2%	as	of	December	31,	2013	compared	to	4.0%	as	of	December	31,	2012.	The	weighted	average	interest	rate	on	the	accounts	receivable	securitization facility	was	0.7%	as	of	December	31,	2013.

| Senior	credit	facilities	-	Term	C	loan	due	2016 | — | 977 |
| :--- | :--- | :--- |
| Senior\tcredit\tfacilities\t-\tTerm\tC-2\tloan\tdue\t2016 | 978 | — |
| Senior\tunsecured\tnotes\tdue\t2018,\tinterest\trate\tof\t6.625% | 600 | 600 |
| Senior\tunsecured\tnotes\tdue\t2021,\tinterest\trate\tof\t5.875% | 400 | 400 |
| Senior\tunsecured\tnotes\tdue\t2022,\tinterest\trate\tof\t4.625% | 500 | 500 |
| Credit-linked\trevolving\tfacility\tdue\t2014,\tinterest\trate\tof\t1.8% | — | 50 |
|  | 169 | 182 |
| Obligations\tunder\tcapital\tleases\tdue\tat\tvarious\tdates\tthrough\t2054 | 264 | 244 |
| Other\tbank\tobligations | — | 37 |
| Subtotal | 2,911 | 2,990 |
| Current\tinstallments\tof\tlong-term\tdebt | (24) | (60) |
| Total | 2,887 | 2,930 |

# Senior	Notes

In	September	2010,	Celanese	US	completed	the	private	placement	of	$600	million	in	aggregate	principal	amount	of	6.625%	senior	unsecured	notes	due	2018	(the "6.625%	Notes"	and,	together	with	the	4.625%	Notes	and	the	5.875%	Notes,	collectively	the	"Senior	Notes")	under	an	indenture	dated	September	24,	2010	(the "Indenture")	among	Celanese	US,	Celanese,	the	Subsidiary	Guarantors	and	Wells	Fargo	Bank,	National	Association,	as	trustee.	In	April	2011,	Celanese	US	registered the	6.625%	Notes	under	the	Securities	Act.	Celanese	US	pays	interest	on	the	6.625%	Notes	on	April	15	and	October	15	of	each	year,	which	commenced	on	April	15, 2011.	The	6.625%	Notes	are	redeemable,	in	whole	or	in	part,	at	any	time	on	or	after	October	15,	2014	at	the	redemption	prices	specified	in	the	Indenture.	Prior	to October	15,	2014,	Celanese	US	may	redeem	some	or	all	of	the	6.625%	Notes	at	a	redemption	price	of	100%	of	the	principal	amount,	plus	a	"make-whole"	premium	as specified	in	the	Indenture,	plus	accrued	and	unpaid	interest,	if	any,	to	the	redemption	date.	The	6.625%	Notes	are	senior	unsecured	obligations	of	Celanese	US	and	rank equally	in	right	of	payment	with	all	other	unsubordinated	indebtedness	of	Celanese	US.	The	6.625%	Notes	are	guaranteed	on	a	senior	unsecured	basis	by	Celanese	and the	Subsidiary	Guarantors.

The	Indenture,	the	First	Supplemental	Indenture	and	the	Second	Supplemental	Indenture	contain	covenants,	including,	but	not	limited	to,	restrictions	on	the	Company's ability	to	incur	indebtedness;	grant	liens	on	assets;	merge,	consolidate,	or	sell	assets;	pay	dividends	or	make	other	restricted	payments;	engage	in	transactions	with affiliates;	or	engage	in	other	businesses.

As	a	result	of	the	Term	B	loan	payoff	by	the	issuance	of	the	5.875%	Notes,	the	Company	accelerated	amortization	of	deferred	financing	costs	of	$3	million,	which	is recorded	as	Refinancing	expense	in	the	consolidated	statements	of	operations.	In	addition,	the	Company	recorded	deferred	financing	costs	of	$8	million,	which	are	being amortized	over	the	term	of	the	5.875%	Notes.

As	a	result	of	the	Term	C	loan	paydown	using	proceeds	from	the	issuance	of	the	4.625%	Notes,	$3	million	has	been	recorded	as	Refinancing	expense	in	the	consolidated statements	of	operations,	which	includes	accelerated	amortization	of	deferred	financing	costs	and	other	refinancing	expenses.	In	addition,	the	Company	recorded deferred	financing	costs	of	$8	million,	which	are	being	amortized	over	the	term	of	the	4.625%	Notes.

In	anticipation	of	the	Company's	change	in	pension	accounting	policy,	in	January	2013,	the	Company	entered	into	a	non-material	amendment	to	the	2010	Amended Credit	Agreement	with	the	effect	that	certain	computations	for	covenant	compliance	purposes	will	be	evaluated	as	if	the	change	in	pension	accounting	policy	had	not occurred.	The	amendment	also	modified	the	2010	Amended	Credit	Agreement	in	other,	non-material	respects.

On	August	14,	2013,	the	Company	entered	into	a	non-material	amendment	to	the	2010	Amended	Credit	Agreement	to	facilitate	certain	of	the	transactions	contemplated by	the	Company's	intentions	to	establish	a	joint	venture	for	methanol	production	in	Clear	Lake,	Texas	and	to	make	other	non-material	amendments.

As	a	result	of	the	Amended	Credit	Agreement,	$1	million	has	been	recorded	as	Refinancing	expense	in	the	consolidated	statements	of	operations,	which	includes accelerated	amortization	of	deferred	financing	costs	and	other	refinancing	expenses.	In	addition,	the	Company	recorded	deferred	financing	costs	of	$2	million,	which	are being	amortized	over	the	term	of	the	Term	C-2	loan	facility.

Amortization	of	deferred	financing	costs	is	as	follows:

As	of	December	31,	2013,	the	margin	for	borrowings	under	the	Term	C-2	loan	facility	was	2.0%	above	LIBOR	(for	US	dollars)	and	2.0%	above	the	Euro	Interbank Offered	Rate	("EURIBOR")	(for	Euros),	as	applicable.	As	of	December	31,	2013,	the	margin	for	borrowings	under	the	revolving	credit	facility	was	2.5%	above	LIBOR. The	margin	for	borrowings	under	the	revolving	credit	facility	is	subject	to	increase	or	decrease	in	certain	circumstances	based	on	changes	in	the	Company's	corporate credit	ratings.	Borrowings	under	the	credit-linked	revolving	facility	bear	interest	at	a	variable	interest	rate	based	on	LIBOR,	plus	a	margin,	which	varies	based	on	the Company's	net	leverage	ratio.

The	estimated	net	leverage	ratio	and	margin	are	as	follows:

Term	loan	borrowings	under	the	Amended	Credit	Agreement	are	subject	to	amortization	at	1%	of	the	initial	principal	amount	per	annum,	payable	quarterly.	In	addition, the	Company	pays	quarterly	commitment	fees	on	the	unused	portions	of	the	revolving	credit	facility	and	credit-linked	revolving	facility	of	0.25%	and	1.50%	per	annum, respectively.

As	a	condition	to	borrowing	funds	or	requesting	letters	of	credit	be	issued	under	the	revolving	credit	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	the	threshold as	specified	below.	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	Company's	first	lien	senior	secured	leverage	ratios	under	the	revolving	credit	facility	are	as	follows:

The	Amended	Credit	Agreement	contains	covenants	including,	but	not	limited	to,	restrictions	on	the	Company's	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	hedge	transactions;	or	engage	in	other	businesses;	as	well	as	a	covenant	requiring	maintenance	of	a	maximum first	lien	senior	secured	leverage	ratio.

The	Company	is	in	compliance	with	all	of	the	covenants	related	to	its	debt	agreements	as	of	December	31,	2013.

# Accounts	Receivable	Securitization	Facility

On	August	28,	2013,	the	Company	entered	into	a	$135	million	US	accounts	receivable	securitization	facility	pursuant	to	(i)	a	Purchase	and	Sale	Agreement	(the	"Sale Agreement")	among	certain	US	subsidiaries	of	the	Company	(each	an	"Originator"),	Celanese	International	Corporation	("CIC")	and	CE	Receivables	LLC,	a	newly formed,	wholly-owned,	"bankruptcy	remote"	special	purpose	subsidiary	of	an	Originator	(the	"Transferor")	and	(ii)	a	Receivables	Purchase	Agreement	(the	"Purchase Agreement"),	among	CIC,	as	servicer,	the	Transferor,	various	third-party	purchasers	(collectively,	the	"Purchasers")	and	The	Bank	of	Tokyo-Mitsubishi	UFJ,	Ltd.,	New York	Branch,	as	administrator	(the	"Administrator").

Under	the	Sale	Agreement,	each	Originator	will	sell	or	contribute,	on	an	ongoing	basis,	substantially	all	of	its	accounts	receivable	to	the	Transferor.	Under	the	Purchase Agreement,	the	Transferor	may	obtain	up	to	$135	million	(in	the	form	of	cash	and/or	letters	of	credit	for	the	benefit	of	the	Company	and	its	subsidiaries)	from	the Purchasers	through	the	sale	of	undivided	interests	in	certain	US	accounts	receivable.	The	borrowing	base	of	the	accounts	receivable	securitization	facility	is	subject	to downward	adjustment	based	on	the	evaluation	of	eligible	accounts	receivables	pursuant	to	the	Purchase	Agreement.	As	of	December	31,	2013,	the	borrowing	base	was $129	million.

The	Purchase	Agreement	expires	in	2016,	but	may	be	extended	for	successive	one	year	terms	by	agreement	of	the	parties.	The	Company	accounts	for	the	securitization facility	as	secured	borrowings,	and	the	accounts	receivables	sold	pursuant	to	the	facility	are	included	in	the	consolidated	balance	sheet	as	Trade	receivables	-	third	party and	affiliates.	Borrowings	under	this	facility	are	classified	as	short-term	borrowings	in	the	consolidated	balance	sheet.	Once	sold	to	the	Transferor,	the	accounts receivable	are	legally	separate	and	distinct	from	the	other	assets	of	the	Company	and	are	not	available	to	the	Company's	creditors	should	the	Company	become insolvent.	All	of	the	Transferor's	assets	have	been	pledged	to	the	Administrator	in	support	of	its	obligations	under	the	Purchase	Agreement.

The	Company's	balances	available	for	borrowing	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	nonqualified	trusts	have	been	established for	US	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.

During	the	three	months	ended	December	31,	2013,	the	Company	settled	certain	of	its	defined	benefit	pension	plan	obligations	in	the	United	Kingdom	and	Canada, which	resulted	in	the	recognition	of	settlement	losses	of	$9	million	in	the	consolidated	statement	of	operations.	Additionally,	effective	December	31,	2013,	benefits offered	to	all	US	non-union	eligible	employees	in	the	Company's	US	qualified	defined	benefit	pension	plan	have	been	frozen	and	the	US	qualified	defined	benefit pension	plan	was	closed	to	new	participants.	Accumulated	benefits	earned	and	service	rendered	through	December	31,	2013	under	the	US	qualified	defined	benefit pension	plan	provisions	will	continue	to	be	considered	for	purposes	of	determining	retirement	benefits	and	eligibility	for	early	retirement.	These	actions	resulted	in	the recognition	of	a	curtailment	gain	of	$61	million	in	the	consolidated	statements	of	operations	for	the	three	months	ended	December	31,	2013.

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.

The	Company	participates	in	a	multiemployer	defined	benefit	plan	and	a	multiemployer	defined	contribution	plan	in	Germany	covering	certain	employees.	The Company's	contributions	to	the	multiemployer	defined	benefit	plan	are	based	on	specified	percentages	of	employee	contributions	as	outlined	in	a	works	council agreement,	covering	all	German	entity	employees	hired	prior	to	January	1,	2012.	As	of	January	1,	2012,	the	multiemployer	defined	benefit	pension	plan	described	above was	closed	to	new	employees.	Qualifying	employees	hired	in	Germany	after	December	31,	2011	are	covered	by	a	multiemployer	defined	contribution	plan.	The Company's	contributions	to	the	multiemployer	defined	contribution	plan	are	based	on	specified	percentages	of	employee	contributions,	similar	to	the	multiemployer defined	benefit	plan,	but	at	a	lower	rate.

Statutory	regulations	and	the	works	council	agreement	require	the	contributions	to	fully	fund	the	multiemployer	plans.	The	risks	of	participating	in	the	multiemployer plans	are	different	from	single-employer	plans	in	the	following	aspects:

•Assets	contributed	to	the	multiemployer	plan	by	one	employer	may	be	used	to	provide	benefits	to	employees	of	other	participating employers.

•If	a	participating	employer	stops	contributing	to	the	plan,	any	underfunding	may	be	borne	by	the	remaining	participants,	especially	since	regulations	strictly	enforce funding	requirements.

•If	the	Company	chooses	to	stop	participating	in	the	multiemployer	plan,	the	Company	may	be	required	to	pay	the	plan	an	amount	based	on	the	underfunded	status of	the	plan,	referred	to	as	the	withdrawal	liability.

Based	on	the	2013	unaudited	and	2012	audited	multiemployer	defined	benefit	plan's	financial	statements,	the	plan	is	100%	funded	in	2013,	2012	and	2011.	The	number of	employees	covered	by	the	Company's	multiemployer	defined	benefit	plan	remained	relatively	stable	year	over	year	from	2011	to	2013,	resulting	in	minimal	changes to	employer	contributions.	The	Company's	participation	in	the	German	multiemployer	defined	benefit	plan	is	not	considered	individually	significant	to	that	plan	as	the Company's	contributions	were	less	than	5%	in	both	2013	and	2012.	No	other	factors	would	indicate	the	Company's	participation	in	the	German	multiemployer	defined benefit	plan	is	individually	significant.

Contributions	to	the	Company's	defined	contribution	plans	and	multiemployer	plans	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Defined\tcontribution\tplans | 19 | 17 | 15 |
| Multiemployer\tpension\tplan | 8 | 6 | 6 |

Other	postretirement	obligations.	Certain	retired	employees	receive	postretirement	health	care	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.

On	November	5,	2013,	the	Company	announced	it	would	amend	its	US	postretirement	health	care	plan	to	(a)	eliminate	eligibility	for	all	US	non-union	individuals	not eligible	to	participate	prior	to	November	5,	2013;	(b)	terminate	its	US	postretirement	health	care	plan	on	December	31,	2014	for	all	US	non-union	participants	eligible	to participate	prior	to	November	5,	2013;	and	(c)	offer	certain	eligible	US	non-union	individuals	a	lump-sum	buyout	payment	if	they	irrevocably	waive	all	future	benefits under	the	US	postretirement	health	care	plan	and	end	their	participation	before	December	31,	2014.	These	actions	generated	a	prior	service	credit	of	$92	million,	which was	recorded	to	Accumulated	other	comprehensive	income,	net	in	the	consolidated	balance	sheets	and	will	be	amortized	ratably	into	the	consolidated	statements	of operations	beginning	November	1,	2013	through	December	31,	2014.	As	of	December	31,	2013,	the	Company	had	made	$23	million	in	lump-sum	buyout	payments	to US	non-union	individuals.

Summarized	information	on	the	Company's	pension	and	postretirement	benefit	plans	is	as	follows:

|  | Pension	Benefits<br>As	of	December	31, |  | Postretirement	Benefits<br>As	of	December	31, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2013 | 2012 |
|  |  | (In\t$\tmillions) |  |  |
| Change\tin\tProjected\tBenefit\tObligation |  |  |  |  |
| Projected\tbenefit\tobligation\tas\tof\tbeginning\tof\tperiod | 4,199 | 3,761 | 292 | 281 |
| Service\tcost | 34 | 28 | 2 | 1 |
| Interest\tcost | 154 | 170 | 9 | 11 |
| Participant\tcontributions | — | — | 23 | 22 |
| Plan\tamendments | (1) | — | (92) | 4 |
| Net\tactuarial\t(gain)\tloss(1) | (119) | 466 | (37) | 12 |
| Settlements | (172) | — | (23) | — |
| Benefits\tpaid | (244) | (242) | (43) | (46) |
| Federal\tsubsidy\ton\tMedicare\tPart\tD | — | — | 6 | 6 |
| Curtailments | (67) | — | — | — |
| Exchange\trate\tchanges | 6 | 16 | (1) | 1 |
| Other | 9 | — | — | — |
| Projected\tbenefit\tobligation\tas\tof\tend\tof\tperiod | 3,799 | 4,199 | 136 | 292 |
| Change\tin\tPlan\tAssets |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tbeginning\tof\tperiod | 2,896 | 2,562 | — | — |
| Actual\treturn\ton\tplan\tassets | 171 | 294 | — | — |
| Employer\tcontributions | 59 | 270 | 43 | 24 |
| Participant\tcontributions | — | — | 23 | 22 |
| Settlements | (173) | — | (23) | — |
| Benefits\tpaid(4) | (244) | (242) | (43) | (46) |
| Exchange\trate\tchanges | — | 12 | — | — |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tend\tof\tperiod | 2,709 | 2,896 | — | — |
| Funded\tstatus\tas\tof\tend\tof\tperiod | (1,090) | (1,303) | (136) | (292) |
| Amounts\tRecognized\tin\tthe\tConsolidated\tBalance\tSheets\tConsist\tof: |  |  |  |  |
| Noncurrent\tOther\tassets | 11 | 26 | — | — |
| Current\tOther\tliabilities | (23) | (23) | (55) | (24) |
| Benefit\tobligations | (1,078) | (1,306) | (81) | (268) |
| Net\tamount\trecognized | (1,090) | (1,303) | (136) | (292) |
| Amounts\tRecognized\tin\tAccumulated\tOther\tComprehensive\tIncome\tConsist\tof: |  |  |  |  |
| Net\tactuarial\t(gain)\tloss(2) | 9 | 9 | — | — |
| Prior\tservice\t(benefit)\tcost(3) | (3) | 6 | (75) | 4 |
| Net\tamount\trecognized | 6 | 15 | (75) | 4 |

(1) Primarily	relates	to	change	in	discount	rates.

(2) Amount	includes	accumulated	other	comprehensive	losses	of	$9	million	and	$9	million	as	of	December	31,	2013	and	2012,	respectively,	related	to	the	pension plans	of	the	Company's	equity	method	investments.

(3) Amount	shown	net	of	an	income	tax	expense	of	$26	million	and	income	tax	benefit	of	$4	million	as	of	December	31,	2013	and	2012,	respectively,	in	the consolidated	statements	of	equity	(Note	16).

(4) Includes	benefit	payments	to	nonqualified	pension	plans	of	$22	million	and	$22	million	as	of	December	31,	2013	and	2012, respectively.

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

|  | Pension	Benefits<br>As	of	December	31, |  | Postretirement	Benefits<br>As	of	December	31, | Postretirement	Benefits<br>As	of	December	31, |
| :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2013 | 2012 |
|  |  | (In\tpercentages) |  |  |
| US\tplans | 86 | 84 | 75 | 88 |
| International\tplans | 14 | 16 | 25 | 12 |
| \tTotal | 100 | 100 | 100 | 100 |

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

|  | Pension	Benefits<br>As	of	December	31, | Pension	Benefits<br>As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\tpercentages) | (In\tpercentages) |
| US\tplans | 88 | 83 |
| International\tplans | 12 | 17 |
| Total | 100 | 100 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Projected\tbenefit\tobligation | 3,749 | 3,986 |
| Fair\tvalue\tof\tplan\tassets | 2,648 | 2,657 |

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Accumulated\tbenefit\tobligation | 3,715 | 3,881 |
| Fair\tvalue\tof\tplan\tassets | 2,633 | 2,654 |

| The	accumulated	benefit	obligation	for	all	defined	benefit	pension	plans	is	as	follows: |  |  |
| :--- | :--- | :--- |
|  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Accumulated\tbenefit\tobligation | 3,778 | 4,096 |

# The	components	of	net	periodic	benefit	costs	are	as	follows:

|  |  | Pension	Benefits<br>Year	Ended	December	31, |  |  | Postretirement	Benefits<br>Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Service\tcost | 34 | 28 | 28 | 2 | 1 | 1 |
| Interest\tcost | 154 | 170 | 182 | 9 | 11 | 13 |
| Expected\treturn\ton\tplan\tassets | (223) | (204) | (195) | — | — | — |
| Amortization\tof\tprior\tservice\tcost | 1 | 2 | 1 | (12) | 1 | — |
| Recognized\tactuarial\t(gain)\tloss | (67) | 377 | 293 | (37) | 12 | 13 |
| Curtailment\t(gain)\tloss | (61) | — | — | — | — | — |
| Settlement\t(gain)\tloss | 9 | — | — | — | — | — |
| Special\ttermination\tbenefits | — | — | — | — | — | — |
| Total | (153) | 373 | 309 | (38) | 25 | 27 |

Amortization	of	Accumulated	other	comprehensive	income	(loss),	net	into	net	periodic	benefit	cost	in	2014	is	expected	to	be	as	follows:

# Valuation

The	Company	applies	the	long-term	expected	rate	of	return	to	the	fair	value	of	plan	assets	and	immediately	recognizes	the	change	in	fair	value	of	plan	assets	and	net actuarial	gains	and	losses	annually	in	the	fourth	quarter	of	each	fiscal	year	and	whenever	a	plan	is	required	to	be	remeasured.	Events	requiring	a	plan	remeasurement will	be	recognized	in	the	quarter	in	which	such	remeasurement	event	occurs.	The	remaining	components	of	the	Company's	net	periodic	benefit	cost	are	recorded	on	a quarterly	basis.	The	policy	changes	have	no	impact	on	future	pension	and	postretirement	benefit	plan	funding	or	pension	and	postretirement	benefits	paid	to	participants.

The	principal	weighted	average	assumptions	used	to	determine	benefit	obligation	are	as	follows:

|  |  |  | Pension	Benefits<br>As	of	December	31, |  | Postretirement	Benefits<br>As	of	December	31, |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | 2013 | 2012 | 2013 | 2012 |
|  |  |  |  | (In\tpercentages) |  |  |
| Discount\tRate\tObligations |  |  |  |  |  |  |
| US\tplans | US\tplans | US\tplans | 4.7 | 3.8 | 4.3 | 3.4 |
| International\tplans | International\tplans | International\tplans | 3.7 | 3.6 | 4.5 | 3.8 |
| Combined | Combined | Combined | 4.6 | 3.8 | 4.4 | 3.5 |
| Rate\tof\tCompensation\tIncrease |  |  |  |  |  |  |
| US\tplans | US\tplans | US\tplans | 3.0 | 4.0 |  |  |
| International\tplans | International\tplans | International\tplans | 2.8 | 2.9 |  |  |
| Combined |  |  | 3.0 | 3.8 |  |  |
| The\tprincipal\tweighted\taverage\tassumptions\tused\tto\tdetermine\tbenefit\tcost\tare\tas\tfollows: |  |  |  |  |  |  |
|  | Pension\tBenefits | Pension\tBenefits |  | Postretirement\tBenefits | Postretirement\tBenefits |  |
|  | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, |  | Year\tEnded\tDecember\t31, | Year\tEnded\tDecember\t31, |  |
| 2013 | 2012 | 2012 | 2011 | 2013 | 2012 | 2011 |
|  |  |  | (In\tpercentages) |  |  |  |
| Discount\tRate\tObligations |  |  |  |  |  |  |
| US\tplans | 3.8 | 4.6 | 5.3 | 3.4 | 4.3 | 4.9 |
| International\tplans | 3.6 | 4.7 | 5.1 | 3.8 | 4.0 | 5.0 |
| Combined | 3.8 | 4.6 | 5.3 | 3.5 | 4.3 | 4.9 |
| Expected\tReturn\ton\tPlan\tAssets |  |  |  |  |  |  |
| US\tplans | 8.5 | 8.5 | 8.5 |  |  |  |
| International\tplans | 5.8 | 6.0 | 6.0 |  |  |  |
| Combined | 8.0 | 8.1 | 8.1 |  |  |  |
| Rate\tof\tCompensation\tIncrease |  |  |  |  |  |  |
| US\tplans | 4.0 | 4.0 | 4.0 |  |  |  |
| International\tplans | 2.9 | 2.9 | 2.7 |  |  |  |
| Combined | 3.8 | 3.8 | 3.6 |  |  |  |

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,	2013	was	7.9%	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,	2013.	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,	2013,	the	Company's	health	care	cost	trend	assumption	for	US	postretirement	medical	plan's	net	periodic	benefit	cost	was	7.5%	for	the	first	year,	declining 0.5%	per	year	to	an	ultimate	rate	of	5%.	On	January	1,	2012,	the	Company's	health	care	cost	trend	assumption	for	US	postretirement	medical	plan's	net	periodic	benefit cost	was	7.5%	for	the	first	year,	declining	0.5%	per	year	to	an	ultimate	rate	of	5%.	On	January	1,	2011,	the	Company's	health	care	cost	trend	assumption	for	US postretirement	medical	plan's	net	periodic	benefit	cost	was	8%	for	the	first	four	years	declining	0.5%	per	year	to	an	ultimate	rate	of	5%.

Assumed	health	care	cost	trend	rates	for	US	postretirement	medical	plans	have	a	significant	effect	on	the	amounts	reported	for	the	health	care	plans.

The	impact	of	a	one	percentage	point	change	in	the	assumed	health	care	cost	trend	is	as	follows:

|  | Trend	Rate	Change | Trend	Rate	Change |
| :--- | :--- | :--- |
|  | Decreases\t1% | Increases\t1% |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Postretirement\tobligations | 7 | 8 |
| Service\tand\tinterest\tcost | — | 1 |

# Plan	Assets

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

The	weighted	average	target	asset	allocations	for	the	Company's	pension	plans	in	2014	are	as	follows:

|  | US<br>Plans | International<br>Plans |
| :--- | :--- | :--- |
|  | (In\tpercentages) | (In\tpercentages) |
| Bonds\t-\tdomestic\tto\tplans | 53 | 71 |
| Equities\t-\tdomestic\tto\tplans | 26 | 20 |
| Equities\t-\tinternational\tto\tplans | 20 | 3 |
| Other | 1 | 6 |
| Total | 100 | 100 |

The	equity	and	debt	securities	objectives	are	to	provide	diversified	exposure	across	the	US	and	global	equity	markets	and	to	manage	the	risks	and	returns	of	the	plans through	the	use	of	multiple	managers	and	strategies.	The	fixed	income	strategy	is	designed	to	reduce	liability-related	interest	rate	risk	by	investing	in	bonds	that	match the	duration	and	credit	quality	of	the	plan	liabilities.	Derivatives	based	strategies	may	be	used	to	improve	the	effectiveness	of	the	hedges.

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.	Valuations	for fund	investments	such	as	common/collective	trusts	and	registered	investment	companies,	which	do	not	have	readily	determinable	fair	values,	are	typically	estimated using	a	net	asset	value	provided	by	a	third	party	as	a	practical	expedient.

The	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.

Equity	securities,	treasuries	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.

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.

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.

Collateralized	mortgage	obligations	and	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.

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

Short-term	investment	funds:	Foreign	and	domestic	currencies	as	well	as	short-term	securities	are	valued	at	cost	plus	accrued	interest,	which	approximates	fair	value.

Other:	Composed	of	real	estate	investment	trust	common	stock	valued	at	closing	price	as	reported	on	the	active	market	in	which	the	individual	securities	are	traded.

The	fair	values	of	pension	plan	assets	are	as	follows:

|  | Quoted	Prices	in | Quoted	Prices	in | Significant |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Active\tMarkets | Active\tMarkets | Other |  |  |  |
|  | for\tIdentical | for\tIdentical | Observable |  |  |  |
|  | Assets\n(Level\t1) | Assets\n(Level\t1) | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Total | Total |
|  |  |  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |  |  |
|  | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Assets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | 8 | 15 | — | — | 8 | 15 |
| Common/collective\ttrusts |  |  |  |  |  |  |
| Loans | — | — | 51 | 55 | 51 | 55 |
| Equities | — | — | 179 | 176 | 179 | 176 |
| Derivatives |  |  |  |  |  |  |
| Swaps | — | — | 49 | 10 | 49 | 10 |
| Other | — | — | — | 1 | — | 1 |
| Equity\tsecurities |  |  |  |  |  |  |
| US\tcompanies | 462 | 359 | — | — | 462 | 359 |
| International\tcompanies | 426 | 450 | — | — | 426 | 450 |
| Fixed\tincome |  |  |  |  |  |  |
| Collateralized\tmortgage\tobligations | — | — | 1 | 2 | 1 | 2 |
| Corporate\tdebt | — | — | 855 | 822 | 855 | 822 |
| Treasuries,\tother\tdebt | 4 | 102 | 390 | 349 | 394 | 451 |
| Mortgage\tbacked\tsecurities | — | — | 26 | 31 | 26 | 31 |
| Registered\tinvestment\tcompanies | — | — | 124 | 278 | 124 | 278 |
| Securities\tlending\tcollateral | 6 | 10 | — | — | 6 | 10 |
| Short-term\tinvestments | — | — | 131 | 229 | 131 | 229 |
| Insurance\tcontracts | — | — | 34 | 31 | 34 | 31 |
| Other | 15 | 22 | 8 | 8 | 23 | 30 |
| Total\tinvestments,\tat\tfair\tvalue | 921 | 958 | 1,848 | 1,992 | 2,769 | 2,950 |
| Liabilities |  |  |  |  |  |  |
| Derivatives |  |  |  |  |  |  |
| Swaps | — | — | 48 | 10 | 48 | 10 |
| Other | — | — | 1 | — | 1 | — |
| Obligations\tunder\tsecurities\tlending | 6 | 10 | — | — | 6 | 10 |
| Total\tliabilities | 6 | 10 | 49 | 10 | 55 | 20 |
| Total\tnet\tassets\t(1) | 915 | 948 | 1,799 | 1,982 | 2,714 | 2,930 |

(1) Total	net	assets	excludes	non-financial	plan	receivables	and	payables	of	$26	million	and	$31	million,	respectively,	as	of	December	31,	2013	and	$29	million	and $63	million,	respectively,	as	of	December	31,	2012.	Non-financial	items	include	due	to/from	broker,	interest	receivables	and	accrued	expenses.

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	analysis.	In	developing	investment	policy	and	financial	goals,	consideration	is	given	to	each	plan's	demographics,	the returns	and	risks	associated	with	current	and	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	three	to five	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	estimated	to	be	$69	million	and	$54	million,	respectively,	in	2014.	Employer	contributions to	and	benefit	payments	from	nonqualified	trusts	related	to	nonqualified	pension	plans	are	estimated	to	be	$22	million	in	2014.

Pension	benefits	and	postretirement	benefit	cost	expected	to	be	paid	are	as	follows:

|  |  | Postretirement	Benefit | Postretirement	Benefit |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Pension\nBenefit\nPayments(1) | Company\nPortion\tof\nBenefit\tCost(2) |  | Expected\nFederal\nSubsidy |
|  |  | (In\t$\tmillions) |  |  |
| 2014 | 231 | 68 | (3) | 2 |
| 2015 | 232 | 5 |  | — |
| 2016 | 232 | 5 |  | — |
| 2017 | 234 | 6 |  | — |
| 2018 | 236 | 6 |  | — |
| 2019-2023 | 1,212 | 27 |  | — |

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

(2) Payments	are	expected	to	be	made	primarily	from	Company assets.

(3) Includes	$49	million	of	expected	lump-sum	buyout	payments	to	US	non-union	individuals	in	connection	with	the	elimination	of	US	postretirement	health	care benefits.

# Other	Obligations

Additional	benefit	obligations	are	as	follows:

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Long-term\tdisability | 10 | 22 |
| Other | 6 | 6 |

# 15.	Environmental

# General

The	Company	is	subject	to	environmental	laws	and	regulations	worldwide	that	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.

Environmental	expenditures	for	preventative	and	remediation	efforts	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Capital\texpenditures | 90 | 40 | 30 |
| Other\texpenditures\t(1) | 49 | 45 | 41 |

(1) Includes	expenditures	for	US	Superfund	sites	of	$2	million,	$2	million	and	$2	million	for	the	years	ended	December	31,	2013,	2012	and	2011, respectively.

The	components	of	environmental	remediation	reserves	are	as	follows:

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Demerger\tobligations\t(Note\t23) | 27 | 31 |
| Divestiture\tobligations\t(Note\t23) | 21 | 21 |
| Active\tsites | 32 | 28 |
| US\tSuperfund\tsites | 13 | 15 |
| Other\tenvironmental\tremediation\treserves | 4 | 4 |
| Total | 97 | 99 |

# 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,	demerger,	orphan	or	US	Superfund	sites	(as	defined	below).	In	addition,	as	part	of	the	demerger	agreement	between	the	Company	and	Hoechst	AG ("Hoechst"),	a	specified	portion	of	the	responsibility	for	environmental	liabilities	from	a	number	of	Hoechst	divestitures	was	transferred	to	the	Company	(Note	23).	The Company	provides	for	such	obligations	when	the	event	of	loss	is	probable	and	reasonably	estimable.	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	period.

Remediation	expense	is	recorded	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Cost\tof\tsales | 9 | 10 | 2 |
| Selling,\tgeneral\tand\tadministrative\texpenses | 1 | 3 | 6 |

The	Company	did	not	record	any	insurance	recoveries	during	2013	or	have	any	receivables	for	insurance	recoveries	related	to	these	matters	as	of	December	31,	2013.	As of	December	31,	2013	and	2012,	there	were	receivables	of	$4	million	and	$6	million,	respectively,	from	the	former	owner	of	the	Company's	Spondon,	Derby,	United Kingdom	acetate	flake,	tow	and	film	business,	which	was	acquired	in	2007.

# German	InfraServ	Entities

On	January	1,	1997,	coinciding	with	a	reorganization	of	the	Hoechst	businesses	in	Germany,	real	estate	service	companies	("InfraServ	Entities")	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	owns	manufacturing facilities	at	the	InfraServ	location	in	Frankfurt	am	Main-Hoechst,	Germany	and	holds	equity	interests	in	the	companies,	which	own	and	operate	the	former	Hoechst	sites in	Frankfurt	am	Main-Hoechst,	Gendorf	and	Knapsack,	all	of	which	are	located	in	Germany.

InfraServ	Entities	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	(Note	23).	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	InfraServ	Entities	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.

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.	Also, under	lease	agreements	entered	into	by	an	InfraServ	partner	as	landlord,	the	tenants	agreed	to	pay	certain	remediation	costs	on	a	pro	rata	basis.

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	InfraServ Entities	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	InfraServ	Entities	are	owned	partially	by	the	Company	(Note	8),	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	are	as	follows:

|  | As	of	December	31,	2013 | As	of	December	31,	2013 |  |
| :--- | :--- | :--- | :--- |
|  | Ownership | Liability | Reserves\t(1) |
|  | (In\tpercentages) |  | (In\t$\tmillions) |
| InfraServ\tGmbH\t&amp;\tCo.\tGendorf\tKG | 39 | 10 | 17 |
| InfraServ\tGmbH\t&amp;\tCo.\tKnapsack\tKG | 27 | 22 | 1 |
| InfraServ\tGmbH\t&amp;\tCo.\tHoechst\tKG | 32 | 40 | 79 |

(1) Gross	reserves	maintained	by	the	respective	InfraServ	entity.

# 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	certain	sites.	At	most	of	these	sites,	numerous companies,	including	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	some	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 joins	with	other	PRPs	to	sign	joint	defense	agreements	that	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.

One	such	site	is	the	Lower	Passaic	River	Study	Area.	The	Company	and	70	other	companies	are	parties	to	a	May	2007	Administrative	Order	on	Consent	with	the	US Environmental	Protection	Agency	("EPA")	to	perform	a	Remedial	Investigation/Feasibility	Study	("RI/FS")	of	the	contaminants	in	the	lower	17-mile	stretch	known	as the	Lower	Passaic	River	Study	Area.	The	RI/FS	is	ongoing	and	may	take	several	more	years	to	complete.	The	Company	is	among	a	group	of	settling	parties	to	a	June 2012	Administrative	Order	on	Consent	with	the	EPA	to	perform	a	removal	action	on	a	small	section	of	the	river.	The	Company	was	named	as	a	third-party	defendant along	with	more	than	200	other	entities	in	an	action	initially	brought	by	the	New	Jersey	Department	of	Environmental	Protection	("NJDEP")	in	the	Supreme	Court	of New	Jersey	against	Occidental	Chemical	Corporation	and	several	other	companies.	This	suit	by	the	NJDEP	sought	recovery	of	costs	arising	from	alleged	discharges	into the	Lower	Passaic	River	and	was	resolved	as	to	the	Company	in	December	2013.

In	2007,	the	EPA	issued	a	draft	study	that	evaluated	alternatives	for	early	remedial	action	of	a	portion	of	the	Passaic	River	at	an	estimated	cost	of	$900	million	to	$2.3 billion.	Several	parties	commented	on	the	draft	study,	and	the	EPA	has	announced	its	intention	to	issue	a	proposed	plan	in	2014.	Although	the	Company's	assessment that	the	contamination	allegedly	released	by	the	Company	is	likely	an	insignificant	aspect	of	the	final	remedy,	because	the	RI/FS	is	still	ongoing,	and	the	EPA	has	not finalized	its	study	or	the	scope	of	requested	cleanup	the	Company	cannot	reliably	estimate	its	portion	of	the	final	remedial	costs	for	this	matter	at	this	time.	However,	the Company	currently	believes	that	its	portion	of	the	costs	would	be	less	than	approximately	1%	to	2%.	The	Company	is	vigorously	defending	these	and	all	related	matters.

# Environmental	Proceedings

On	January	7,	2013,	following	self-disclosures	by	the	Company,	the	Company's	Meredosia,	Illinois	site	received	a	Notice	of	Violation/Finding	of	Violation	from	the EPA	Region	5	alleging	Clean	Air	Act	violations.	The	Company	is	working	with	the	EPA	and	with	the	state	agency	to	reach	a	resolution	of	this	matter.	Based	on currently	available	information	and	the	Company's	past	experience,	it	does	not	believe	that	resolution	of	this	matter	will	have	a	significant	impact	on	the	Company,	even though	the	Company	cannot	conclude	that	a	penalty	will	be	less	than	$100,000.	The	Meredosia,	Illinois	site	is	included	in	the	Industrial	Specialties	segment.

# 16.	Stockholders'	Equity

# Common	Stock

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,	par	value	$0.0001	per	share	("Common	Stock")	unless	the	Company's	Board	of	Directors,	in	its	sole	discretion,	determines	otherwise.	The	amount available	to	pay	cash	dividends	is	restricted	by	the	terms	of	the	Company's	Amended	Credit	Agreement	and	the	Senior	Notes.

The	Company	announced	that	its	Board	of	Directors	approved	increases	in	the	Company's	Common	Stock	cash	dividend	rates	as	follows:

|  | Increase | Quarterly	Common<br>Stock	Cash	Dividend | Annual	Common<br>Stock	Cash	Dividend | Effective	Date |
| :--- | :--- | :--- | :--- | :--- |
|  | (In\tpercentages) | (In\t$\tper\tshare) | (In\t$\tper\tshare) |  |
| April\t2011 | 20 | 0.060 | 0.24 | August\t2011 |
| April\t2012 | 25 | 0.075 | 0.30 | August\t2012 |
| April\t2013 | 20 | 0.090 | 0.36 | May\t2013 |
| July\t2013 | 100 | 0.180 | 0.72 | August\t2013 |

# Treasury	Stock

The	Company's	Board	of	Directors	authorized	the	repurchase	of	Common	Stock	as	follows:

| The	Company's	Board	of	Directors	authorized	the	repurchase	of	Common	Stock	as	follows: |  |
| :--- | :--- |
|  | Authorized\nAmount |
|  | (In\t$\tmillions) |
| February\t2008 | 400 |
| October\t2008 | 100 |
| April\t2011 | 129 |
| October\t2012 | 264 |
| As\tof\tDecember\t31,\t2013 | 893 |

The	purchase	of	treasury	stock	reduces	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	and	includes	treasury	stock	as	a	component	of stockholders'	equity.

On	October	23,	2013,	the	Company's	Board	of	Directors	approved	the	retirement	of	18,250,900	shares	of	treasury	stock.	The	retired	shares	are	now	included	in	the Company's	pool	of	authorized	but	unissued	shares.

# Other	Comprehensive	Income	(Loss),	Net

|  |  |  | 2013 |  |  |  | 2012 |  |  |  | 2011 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Gross\nAmount |  | Income\nTax\n(Provision)\nBenefit | Net\nAmount | Gross\nAmount |  | Income\nTax\n(Provision)\nBenefit | Net\nAmount | Gross\nAmount |  | Income\nTax\n(Provision)\nBenefit | Net\nAmount |
|  |  |  |  |  |  |  | (In\t$\tmillions) |  |  |  |  |  |
| Unrealized\tgain |  |  |  |  |  |  |  |  |  |  |  |  |
| (loss)\ton |  |  |  |  |  |  |  |  |  |  |  |  |
| marketable |  |  |  |  |  |  |  |  |  |  |  |  |
| securities | 1 | (1) | — | 1 | — |  | — | — | — |  | — | — |
| Foreign\tcurrency\ntranslation | 55 |  | (35) | 20 | 13 |  | (8) | 5 | (29) |  | 2 | (27) |
| Gain\t(loss)\ton\tinterest\nrate\tswaps | 9 |  | (3) | 6 | 10 | (2) | (3) | 7 | 37 | (3) | (10) | 27 |
| Pension\tand |  |  |  |  |  |  |  |  |  |  |  |  |
| postretirement |  |  |  |  |  |  |  |  |  |  |  |  |
| benefits | 88 |  | (30) | 58 | (12) | (4) | 1 | (11) | (2) |  | 2 | — |
| Total | 153 |  | (68) | 85 | 11 |  | (10) | 1 | 6 |  | (6) | — |

(1) Amount	includes	$1	million	of	unrealized	gains	associated	with	the	Company's	equity	method	investments'	marketable securities.

(2) Amount	includes	$2	million	of	gains	associated	with	the	Company's	equity	method	investments'	derivative activity.

(4) Amount	includes	amortization	of	actuarial	losses	of	$10	million	related	to	the	Company's	equity	method	investments'	pension plans.

Adjustments	to	Accumulated	other	comprehensive	income	(loss),	net,	are	as	follows:

| As	of	December	31,	2010 | (1) | (1) | (84) | (4) | (90) |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Current\tperiod\tchange | — | (29) | 37 | (2) | 6 |
| Income\ttax\t(provision)\tbenefit | — | 2 | (10) | 2 | (6) |
| As\tof\tDecember\t31,\t2011 | (1) | (28) | (57) | (4) | (90) |
| Current\tperiod\tchange | — | 13 | 10 | (12) | 11 |
| Income\ttax\t(provision)\tbenefit | — | (8) | (3) | 1 | (10) |
| As\tof\tDecember\t31,\t2012 | (1) | (23) | (50) | (15) | (89) |
| Other\tcomprehensive\tincome\t(loss)\tbefore\nreclassifications | 1 | 55 | (2) | 99 | 153 |
| Amounts\treclassified\tfrom\taccumulated\nother\tcomprehensive\tincome\t(loss) | — | — | 11 | (11) | — |
| Income\ttax\t(provision)\tbenefit | — | (35) | (3) | (30) | (68) |
| As\tof\tDecember\t31,\t2013 | — | (3) | (44) | 43 | (4) |

# 17.	Other	(Charges)	Gains,	Net

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Employee\ttermination\tbenefits | (23) | (6) | (22) |
| Kelsterbach\tplant\trelocation\t(Note\t27) | (13) | (7) | (47) |
| Plumbing\tactions | — | 5 | 6 |
| Asset\timpairments | (81) | (8) | (1) |
| Plant/office\tclosures | (33) | — | — |
| Commercial\tdisputes | (8) | 2 | 15 |
| Other | — | — | 1 |
| Total | (158) | (14) | (48) |

During	the	three	months	ended	December	31,	2013,	the	Company	recorded	$6	million	of	employee	termination	benefits,	$3	million	of	contract	termination	costs	and	$3 million	of	long-lived	asset	impairment	losses	related	to	the	December	2013	closure	of	its	acetic	anhydride	facility	in	Roussillon,	France.	In	addition,	the	Company recorded	$14	million	of	employee	termination	benefits,	$30	million	of	contract	termination	costs	and	$31	million	of	long-lived	asset	impairment	losses	as	a	result	of	the December	2013	closure	of	its	VAM	facility	in	Tarragona,	Spain.	The	long-lived	asset	impairment	losses	related	to	both	the	Company's	Roussillon	acetic	anhydride facility	and	Tarragona	VAM	facility	were	measured	at	the	dates	of	impairment	to	fully	write-off	the	related	property,	plant	and	equipment	at	both	facilities	(Note	4).

During	the	three	months	ended	December	31,	2013,	the	Company	determined	its	Singapore	acetic	acid	production	unit	should	be	assessed	for	impairment	based	on	local market	conditions	affecting	demand	for	acetic	acid	and	downstream	products,	the	cost	to	operate	the	unit,	contractual	obligations	and	an	interim	arbitration	ruling	(Note 23).	As	a	result,	the	Company	concluded	that	the	long-lived	assets	at	its	Singapore	acetic	acid	production	unit	were	fully	impaired.	Accordingly,	the	Company	recorded long-lived	asset	impairment	losses,	measured	at	the	date	of	impairment,	of	$46	million	to	fully	write-off	the	related	property,	plant	and	equipment.	The	Singapore	acetic acid	operations	are	included	in	the	Acetyl	Intermediates	segment.

The	Company	calculated	the	respective	fair	values	of	the	long-lived	assets	of	the	Roussillon,	France	acetic	anhydride	facility,	the	Tarragona,	Spain	VAM	facility	and	the Singapore	acetic	acid	unit	using	a	discounted	cash	flow	model	incorporating	discount	rates	commensurate	with	the	risks	involved	for	each	of	the	reporting	units.	This fair	value	measurement	of	long-lived	assets	is	classified	as	Level	3	measurements	under	FASB	ASC	Topic	820.	The	key	assumptions	used	in	the	discounted	cash	flow valuation	models	included	discount	rates,	growth	rates,	cash	flow	projections	and	terminal	value	rates.	Discount	rates,	growth	rates	and	cash	flow	projections	involve significant	judgment	and	are	based	on	management's	estimate	of	current	and	forecasted	market	conditions	and	cost	structure.

During	the	year	ended	December	31,	2012,	the	Company	recorded	$5	million	of	employee	termination	benefits,	related	to	the	closure	of	the	Company's	acetate	flake	and acetate	tow	manufacturing	operations	at	its	Spondon,	Derby,	United	Kingdom	site	(Note	4).	Also	during	the	year	ended	December	31,	2012,	the	Company	concluded that	certain	long-lived	assets	were	partially	impaired	at	its	acetate	flake	and	acetate	tow	manufacturing	operations	in	Spondon,	Derby,	United	Kingdom.	Accordingly,	the Company	wrote	down	the	related	property,	plant	and	equipment	to	its	fair	value	of	$3	million,	measured	at	the	date	of	impairment,	resulting	in	long-lived	asset impairment	losses	of	$8	million	for	the	year	ended	December	31,	2012.	The	Company	calculated	the	fair	value	using	a	discounted	cash	flow	model	incorporating discount	rates	commensurate	with	the	risks	involved	for	the	reporting	unit.	This	fair	value	measurement	of	long-lived	assets	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	involve	significant	judgment	and	are	based	on	management's	estimate	of	current	and	forecasted market	conditions	and	cost	structure.

As	a	result	of	the	Company's	Pardies,	France	"Project	of	Closure"	and	the	closure	of	the	Company's	acetate	flake	and	acetate	tow	manufacturing	operations	at	its Spondon,	Derby,	United	Kingdom	site,	the	Company	recorded	$4	million	and	$4	million,	respectively,	of	employee	termination	benefits	during	the	year	ended December	31,	2011.	Additionally,	during	the	year	ended	December	31,	2011,	the	Company	recorded	$8	million	of	employee	termination	benefits	related	to	the relocation	of	the	Company's	polyacetal	("POM")	operations	located	in	Kelsterbach,	Germany	to	Frankfurt	Hoechst	Industrial	Park,	Germany	(Note	27)	and	$6	million	of employee	termination	benefits	related	to	a	business	optimization	project,	which	is	included	in	the	Other	Activities	segment.

During	the	year	ended	December	31,	2011,	the	Company	received	consideration	of	$17	million	in	connection	with	the	settlement	of	a	claim	against	a	bankrupt	supplier (Note	23).	The	resolution	of	this	commercial	dispute	is	included	in	the	Acetyl	Intermediates	segment.

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

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties | Industrial<br>Specialties | Acetyl<br>Intermediates | Other | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Employee\tTermination\tBenefits |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2011 | 8 | 18 | — | 5 | 11 | 42 |
| Additions | — | 5 | — | 2 | 1 | 8 |
| Cash\tpayments | (2) | (11) | — | (3) | (3) | (19) |
| Other\tchanges | — | — | — | (1) | (2) | (3) |
| Exchange\trate\tchanges | — | 1 | — | — | — | 1 |
| As\tof\tDecember\t31,\t2012 | 6 | 13 | — | 3 | 7 | 29 |
| Additions | — | — | 3 | 20 | — | 23 |
| Cash\tpayments | (2) | (10) | (1) | (8) | (2) | (23) |
| Other\tchanges | — | — | — | — | (1) | (1) |
| Exchange\trate\tchanges | — | — | — | 1 | — | 1 |
| As\tof\tDecember\t31,\t2013 | 4 | 3 | 2 | 16 | 4 | 29 |
| Plant/Office\tClosures |  |  |  |  |  |  |
| As\tof\tDecember\t31,\t2011 | — | — | — | 1 | 1 | 2 |
| Additions | — | — | — | — | — | — |
| Cash\tpayments | — | — | — | — | — | — |
| Other\tchanges | — | — | — | — | (1) | (1) |
| Exchange\trate\tchanges | — | — | — | — | — | — |
| As\tof\tDecember\t31,\t2012 | — | — | — | 1 | — | 1 |
| Additions | — | — | — | 33 | — | 33 |
| Cash\tpayments | — | — | — | (1) | — | (1) |
| Other\tchanges | — | — | — | — | — | — |
| Exchange\trate\tchanges | — | — | — | — | — | — |
| As\tof\tDecember\t31,\t2013 | — | — | — | 33 | — | 33 |
| Total | 4 | 3 | 2 | 49 | 4 | 62 |

# Income	Tax	Provision

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

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| US | 806 | 195 | 60 |
| International\t(1) | 803 | 126 | 407 |
| Total | 1,609 | 321 | 467 |

(1) Includes	aggregate	earnings	generated	by	operations	in	Bermuda,	Luxembourg,	the	Netherlands	and	Hong	Kong	of	$275	million,	$320	million	and	$317	million	for the	years	ended	December	31,	2013,	2012	and	2011,	respectively,	which	have	an	aggregate	effective	income	tax	rate	of	4.0%,	5.6%	and	4.0%	for	each	year, respectively.

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

| US | 78 | 41 | 24 |
| :--- | :--- | :--- | :--- |
| International | 83 | 76 | 32 |
| Total | 161 | 117 | 56 |
| Deferred |  |  |  |
| US | 194 | (66) | (11) |
| International | 153 | (106) | (4) |
| Total | 347 | (172) | (15) |
| Total | 508 | (55) | 41 |

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:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  | (In\t$\tmillions,\texcept\tpercentages) | (In\t$\tmillions,\texcept\tpercentages) |  |
| Income\ttax\tprovision\tcomputed\tat\tUS\tfederal\tstatutory\ttax\trate | 563 | 112 | 163 |
| Change\tin\tvaluation\tallowance | 89 | 29 | 7 |
| Equity\tincome\tand\tdividends | (44) | (31) | (25) |
| (Income)\texpense\tnot\tresulting\tin\ttax\timpact,\tnet | (33) | (39) | (16) |
| US\ttax\teffect\tof\tforeign\tearnings\tand\tdividends | 35 | 42 | 48 |
| Foreign\ttax\tcredits | (38) | (187) | (66) |
| Other\tforeign\ttax\trate\tdifferentials | (55) | (2) | (58) |
| Legislative\tchanges | (19) | — | — |
| Tax-deductible\tinterest\ton\tforeign\tequity\tinvestments\tand\tother\trelated\titems | 11 | 11 | (3) |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 11 | 4 | 4 |
| Other,\tnet | (12) | 6 | (13) |
| Income\ttax\tprovision\t(benefit) | 508 | (55) | 41 |
| Effective\tincome\ttax\trate | 32% | (17)\t% | 9% |

Federal	and	state	income	taxes	have	not	been	provided	on	accumulated	but	undistributed	earnings	of	$3.2	billion	as	of	December	31,	2013	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,	2013	was	32%	compared	to	17%	for	the	year	ended	December	31,	2012.	The	effective tax	rate	for	2012	was	favorably	impacted	by	recognition	of	significant	benefits	from	foreign	tax	credits.

During	2012,	the	Company	amended	certain	prior	year	income	tax	returns	to	recognize	the	benefit	of	available	foreign	tax	credit	carryforwards.	As	a	result	the	Company recognized	an	income	tax	benefit	of	$142	million.	The	available	foreign	tax	credits	are	subject	to	a	ten	year	carryforward	period	and	begin	to	expire	in	2014.	The Company	expects	to	fully	utilize	the	credits	within	the	prescribed	carryforward	period.

In	February	2012,	the	Company	amended	its	existing	joint	venture	and	other	related	agreements	with	its	venture	partner	in	Polyplastics	Co.,	Ltd	("Polyplastics").	The amended	agreements	("Agreements"),	among	other	items,	modified	certain	dividend	rights,	resulting	in	a	net	cash	dividend	payment	to	the	Company	of	$72	million during	the	three	months	ended	March	31,	2012.	In	addition,	as	a	result	of	the	Agreements,	Polyplastics	is	required	to	pay	certain	annual	dividends	to	the	venture partners.	Consequently,	Polyplastics'	undistributed	earnings	will	no	longer	be	invested	indefinitely.	Accordingly,	the	Company	recognized	a	deferred	tax	liability	of	$38 million,	which	was	charged	to	Income	tax	provision	(benefit)	in	the	consolidated	statement	of	operations,	related	to	the	taxable	outside	basis	difference	of	its	investment in	Polyplastics.

# Deferred	Income	Taxes

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	are	as	follows:

| Pension	and	postretirement	obligations | 374 | 579 |
| :--- | :--- | :--- |
| Accrued\texpenses | 139 | 58 |
| Inventory | 10 | — |
| Net\toperating\tloss | 563 | 398 |
| Tax\tcredit\tcarryforwards | 94 | 206 |
| Other | 165 | 370 |
| Subtotal | 1,345 | 1,611 |
| Valuation\tallowance\t(1) | (461) | (399) |
| Total | 884 | 1,212 |
| Deferred\tTax\tLiabilities |  |  |
| Depreciation\tand\tamortization | 479 | 479 |
| Investments\tin\taffiliates | 142 | 83 |
| Other | 94 | 70 |
| Total | 715 | 632 |
| Net\tdeferred\ttax\tassets\t(liabilities) | 169 | 580 |

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

For	the	year	ended	December	31,	2013,	the	valuation	allowance	increased	by	$62	million	primarily	due	to	$89	million	of	losses	generated	with	no	currently	realizable income	tax	benefit	as	well	as	$8	million	related	to	exchange	rate	changes	partially	offset	by	net	operating	loss	expirations	of	$33	million.

# Legislative	Changes

On	October	31,	2013,	the	Mexican	National	Congress	passed	new	tax	legislation.	Among	other	things,	the	new	legislation	maintains	a	corporate	tax	rate	of	30%, eliminates	the	tax	consolidation	rules	and	repeals	the	business	flat	tax	("IETU")	for	years	beginning	after	December	31,	2013.	The	Company	was	subject	to	the	IETU	in 2013	and	for	prior	periods	and	is	now	required	to	record	deferred	income	taxes	on	an	income	tax	basis.	As	a	result,	the	Company	realized	a	deferred	income	tax	benefit of	$46	million	for	the	year	ended	December	31,	2013.

The	Company	has	historically	filed	consolidated	income	tax	returns	in	Mexico.	Under	the	new	tax	legislation,	the	Company	was	required	to	recapture	previously deferred	income	taxes	related	to	income	tax	loss	carryforwards,	intercompany	dividends	and	differences	between	consolidated	and	individual	company	taxable	earnings. The	Company	recorded	additional	tax	expense	of	$27	million	related	to	these	new	rules	for	the	year	ended	December	31,	2013,	resulting	in	a	net	income	tax	benefit	of $19	million.

# Net	Operating	Loss	Carryforwards

As	of	December	31,	2013,	the	Company	has	US	federal	net	operating	loss	carryforwards	of	$31	million	that	are	subject	to	limitation.	These	net	operating	loss carryforwards	begin	to	expire	in	2021.	At	December	31,	2013,	the	Company	also	had	state	net	operating	loss	carryforwards,	net	of	federal	tax	impact,	of	$43	million,	$42 million	of	which	are	offset	by	a	valuation	allowance	due	to	uncertain	recoverability.	A	portion	of	these	net	operating	loss	carryforwards	expired	in	2013.

The	Company	also	has	foreign	net	operating	loss	carryforwards	as	of	December	31,	2013	of	$1.8	billion	primarily	for	Luxembourg,	France,	Spain,	Canada,	China, Singapore,	the	United	Kingdom	and	Germany	with	various	expiration	dates.	Net	operating	losses	in	China	have	various	carryforward	periods	and	began	to	expire	in 2011.	Net	operating	losses	in	most	other	foreign	jurisdictions	do	not	have	an	expiration	date.

# Uncertain	Tax	Positions

Activity	related	to	uncertain	tax	positions	is	as	follows:

|  | Year	Ended	December	31, | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| As\tof\tthe\tbeginning\tof\tthe\tyear | 207 | 211 | 244 |
| Increases\tin\ttax\tpositions\tfor\tthe\tcurrent\tyear | 17 | 6 | — |
| Increases\tin\ttax\tpositions\tfor\tprior\tyears | 57 | 42 | 37 |
| Decreases\tin\ttax\tpositions\tfor\tprior\tyears | (32) | (19) | (54) |
| Decreases\tdue\tto\tsettlements | (2) | (33) | (16) |
| As\tof\tthe\tend\tof\tthe\tyear | 247 | 207 | 211 |
| Total\tuncertain\ttax\tpositions\tthat\tif\trecognized\twould\timpact\tthe\teffective\ttax\trate | 258 | 237 | 230 |
| Total\tamount\tof\tinterest\texpense\t(benefit)\tand\tpenalties\trecognized\tin\tthe\tconsolidated\tstatements\tof\noperations | 4 | 6 | (1) |
| Total\tamount\tof\tinterest\texpense\tand\tpenalties\trecognized\tin\tthe\tconsolidated\tbalance\tsheets | 65 | 61 | 55 |

The	Company	primarily	operates	in	the	US,	Germany,	Canada,	China,	Mexico	and	Singapore.	Examinations	are	ongoing	in	a	number	of	these	jurisdictions	including Germany	for	the	years	2001	to	2004	and	2005	to	2007,	France	for	the	years	2008	to	2010	and	the	US	for	the	years	2009	and	2010.	The	Company's	US	federal	income	tax returns	for	2003	and	forward	are	open	for	examination	under	statute.	The	Company's	German	corporate	tax	returns	for	2001	and	forward	are	open	for	examination	under statute.	A	further	change	in	uncertain	tax	positions	may	occur	within	the	next	twelve	months	related	to	the	settlement	of	one	or	more	tax	examinations	or	the	lapse	of applicable	statutes	of	limitations.	Such	amounts	have	been	reflected	as	the	current	portion	of	uncertain	tax	positions	(Note	11).

On	December	23,	2013,	the	French	Tax	Authority	("FTA")	issued	audit	assessment	claims	against	the	Company	that	could	result	in	incremental	tax	expense	of €81	million,	including	interest	and	penalties.	The	assessment	suggests	that	for	the	years	2008	to	2010,	the	Company	transferred	value	from	its	otherwise	profitable facility	in	Pardies,	France	to	subsidize	other	global	manufacturing	operations	outside	of	France.	If	the	FTA	were	to	prevail	on	any	of	its	claims,	any	amounts	due	would first	be	offset	against	net	operating	loss	carryforwards	of	€33	million,	which	were	generated	as	a	result	of	losses	incurred.	The	Company	believes	the	FTA	assessment lacks	merit	and	plans	to	defend	the	matter.	Based	on	the	Company's	analysis	of	the	technical	merits	of	the	issue,	no	significant	amounts	have	been	accrued	for	this	tax uncertainty.

# 19.	Management	Compensation	Plans

# General	Plan	Description

In	April	2009,	the	Company	and	its	stockholders	approved	a	global	incentive	plan,	which	replaced	the	Company's	2004	Stock	Incentive	Plan	("2004	SIP").	The	2009 Global	Incentive	Plan	("2009	GIP")	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	awards,	restricted	stock	units	("RSUs")	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	GIP,	the	Company	may	not	grant	RSUs	with	the	right	to	participate	in	dividends	or	dividend equivalents.

In	April	2012,	the	2009	GIP	was	amended	to,	among	other	things,	increase	the	maximum	number	of	shares	that	may	be	issued	under	the	2009	GIP	by	8,000,000	shares to	13,350,000	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	SIP	or	any	shares	of	Common	Stock	that	were	issued	pursuant	to	awards	under	the	2004	SIP)	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).

Total	shares	available	for	awards	and	total	shares	subject	to	outstanding	awards	are	as	follows:

| settlement	of	the	award	to	the	extent	that	such	award	is	exercised	for	or	settled	in	vested	and	non-forfeitable	shares). |  |  |
| :--- | :--- | :--- |
| Total\tshares\tavailable\tfor\tawards\tand\ttotal\tshares\tsubject\tto\toutstanding\tawards\tare\tas\tfollows: |  |  |
|  | As\tof\tDecember\t31,\t2013 | As\tof\tDecember\t31,\t2013 |
|  | Shares\nAvailable\tfor\nAwards | Shares\nSubject\tto\nOutstanding\nAwards |
| 2009\tGIP | 9,862,977 | 2,115,194 |
| 2004\tSIP | — | 212,373 |

(1) No	RSUs	remaining	outstanding	under	the	2004

Upon	the	termination	of	a	participant's	employment	with	the	Company	by	reason	of	death	or	disability,	retirement	or	by	the	Company	without	cause	(as	defined	in	the respective	award	agreements),	an	award	in	amount	equal	to	(a)	the	value	of	the	award	granted	multiplied	by	(b)	a	fraction,	(x)	the	numerator	of	which	is	the	number	of full	months	between	grant	date	and	the	date	of	such	termination,	and	(y)	the	denominator	of	which	is	the	term	of	the	award,	such	product	to	be	rounded	up	to	the	nearest whole	number,	and	reduced	by	(c)	the	value	of	any	award	that	previously	vested,	and	generally	vest	on	the	original	vesting	date.	Upon	the	termination	of	a	Participant's employment	with	the	Company	for	any	other	reason,	any	unvested	portion	of	the	award	shall	be	forfeited	and	canceled	without	consideration.

The	Company	realized	income	tax	benefits	from	stock	option	exercises	and	RSU	vestings	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Income\ttax\tbenefit\trealized | 2 | 31 | 25 |
| Amount\treversed\tin\tcurrent\tyear\trelated\tto\tprior\tyear | — | 1 | 9 |

# Stock	Options

It	is	the	Company's	policy	to	grant	stock	options	with	an	exercise	price	equal	to	the	average	of	the	high	and	low	price	of	the	Company's	Common	Stock	on	the	grant date.	Options	issued	under	the	2009	GIP	have	a	term	of	seven	years	and	vest	on	a	graded	basis	over	either	three	or	four	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.

Generally,	vested	stock	options	are	exercised	through	a	broker-assisted	cashless	exercise	program.	A	broker-assisted	cashless	exercise	is	the	simultaneous	exercise	of	a stock	option	by	an	employee	and	a	sale	of	the	shares	through	a	broker.	Authorized	shares	of	the	Company's	Common	Stock	are	used	to	settle	stock	options.

Beginning	in	October	2010	through	April	2012,	the	Company	granted	awards	of	stock	options	to	certain	executive	officers	of	the	Company	that	require	a	holding	period of	one	year	subsequent	to	exercising	a	stock	option	award	for	net	profit	shares	acquired	upon	exercise.	Net	profit	shares	is	the	aggregate	number	of	shares	as	determined by	the	Company's	human	resources	department	representing	the	total	number	of	shares	remaining	after	taking	into	account	the	following	costs	related	to	exercise:	(a)	the aggregate	option	price	with	respect	to	the	exercise;	(b)	the	amount	of	all	applicable	taxes	with	respect	to	the	exercise,	assuming	the	participant's	maximum	applicable federal,	state	and	local	tax	rates	(and	applicable	employment	taxes);	and	(c)	any	transaction	costs.

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	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
| Risk-free\tinterest\trate | 0.68% | 0.78% | 0.81% |
| Estimated\tlife\tin\tyears | 4.50 | 4.59 | 4.75 |
| Dividend\tyield | 0.64% | 0.70% | 0.60% |
| Volatility | 49.50% | 50.31% | 45.00% |

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.

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

|  | Number	of<br>Options | Weighted<br>Average<br>Exercise<br>Price | Average<br>Remaining<br>Contractual<br>Term | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
|  | (In\tthousands) | (In\t$) | (In\tyears) | (In\t$\tmillions) |
| As\tof\tDecember\t31,\t2012 | 823 | 29.93 | 4.4 | 12 |
| Granted | 8 | 46.87 |  |  |
| Exercised | (284) | 30.77 |  |  |
| Forfeited | — | — |  |  |
| Expired | — | — |  |  |
| As\tof\tDecember\t31,\t2013 | 547 | 29.75 | 3.6 | 14 |
| Options\texercisable\tat\tend\tof\tyear | 415 | 27.44 | 3.2 | 12 |

As	of	December	31,	2013,	the	Company	had	$1	million	of	total	unrecognized	compensation	expense	related	to	stock	options,	excluding	actual	forfeitures,	which	is expected	to	be	recognized	over	the	weighted	average	period	of	two	years.

# Restricted	Stock	Units

The	Company's	RSUs	are	net	settled	by	withholding	shares	of	the	Company's	Common	Stock	to	cover	minimum	statutory	income	taxes	and	remitting	the	remaining shares	of	the	Company's	Common	Stock	to	an	individual	brokerage	account.	Authorized	shares	of	the	Company's	Common	Stock	are	used	to	settle	RSUs.

Performance-based	RSUs.	The	Company	generally	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	according	to	the	terms	of	the	specific	award	agreement:	the	achievement	of	(a)	internal profitability	targets	(performance	condition)	and	(b)	market	performance	targets	measured	by	the	comparison	of	the	Company's	stock	performance	versus	a	defined	peer group	(market	condition).

Outstanding	performance-based	RSUs	granted	prior	to	2013	generally	cliff-vest	during	the	Company's	quarter-end	September	30	black-out	period	three	years	from	the date	of	grant.	Outstanding	performance-based	RSUs	granted	in	2013	generally	vest	in	two	tranches	with	the	final	tranche	vesting	three	years	from	the	date	of	grant.

The	ultimate	number	of	shares	of	the	Company's	Common	Stock	issued	will	range	from	zero	to	stretch,	with	stretch	defined	individually	under	each	award,	net	of	shares used	to	cover	minimum	statutory	personal	income	taxes	withheld.	A	market	condition	is	factored	into	the	estimated	fair	value	per	unit	and	a	performance	condition	is factored	into	the	compensation	expense	for	each	award	based	on	the	probability	of	achieving	internal	profitability	measures,	as	applicable.	Compensation	expense	is recognized	on	a	straight-line	basis	over	the	term	of	the	respective	grant,	less	estimated	forfeitures.	Performance-based	RSUs	are	canceled	to	the	extent	actual	results	of internal	profitability	measures	are	less	than	target,	as	defined	individually	under	each	award.

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

The	fair	value	of	the	Company's	performance-based	RSUs	with	a	market	condition	granted	during	2012	and	2011	was	estimated	at	the	grant	date	using	a	Monte	Carlo simulation	approach	less	the	present	value	of	the	expected	dividends	not	received	during	the	performance	period.	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	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
| Risk-free\tinterest\trate | N/A | 0.38% | 0.38% |
| Dividend\tyield | N/A | 0.00\t-\t4.37\t% | 0.00\t-\t4.37\t% |
| Volatility | N/A | 25\t-\t90\t% | 25\t-\t90\t% |

The	fair	value	of	the	Company's	performance-based	RSUs	with	a	performance	condition	granted	in	2013	is	equal	to	the	average	of	the	high	and	low	price	of	the Company's	Common	Stock	on	the	grant	date	less	the	present	value	of	the	expected	dividends	not	received	during	the	vesting	period.

Time-based	RSUs.	The	Company	grants	non-employee	Directors	time-based	RSUs	annually	that	generally	vest	one	year	after	grant.	The	Company	also	grants	time- based	RSUs	to	the	Company's	executives	and	certain	employees	that	vest	ratably	over	intervals	ranging	from	three	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	Common	Stock	on	the	grant	date	less	the	present	value	of	the	expected	dividends	not	received	during the	vesting	period.

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

|  | Employee	Time-Based	RSUs | Employee	Time-Based	RSUs | Employee	Time-Based	RSUs | Director	Time-Based	RSUs | Director	Time-Based	RSUs |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Number\tof\nUnits |  | Weighted\nAverage\nFair\tValue | Number\tof\nUnits | Weighted\nAverage\nFair\tValue |
|  | (In\tthousands) |  | (In\t$) | (In\tthousands) | (In\t$) |
| As\tof\tDecember\t31,\t2012 | 431 |  | 34.41 | 16 | 47.48 |
| Granted | 25 |  | 49.56 | 16 | 48.51 |
| Vested | (211) |  | 33.79 | (16) | 47.48 |
| Forfeited | (20) |  | 30.39 | — | — |
| As\tof\tDecember\t31,\t2013 | 225 | (1) | 37.02 | 16 | 48.51 |

The	fair	value	of	shares	vested	for	time-based	RSUs	is	as	follows:

Beginning	in	October	2010	through	April	2012,	the	Company	granted	both	time-based	RSUs	and	performance-based	RSUs	to	executive	officers	and	certain	employees of	the	Company	that	require	a	holding	period	of	seven	years	from	the	grant	date	of	the	awards	for	0%	to	75%	of	the	shares	vested,	depending	on	salary	level,	as	specified in	each	individual	agreement.	The	fair	value	of	the	RSUs	with	holding	periods	were	discounted	due	to	the	lack	of	transferability	of	these	RSUs	during	the	holding	period as	follows:

The	holding	period	discount	was	determined	using	the	weighted	average	results	as	calculated	under	the	Chaffe	and	Finnerty	models.

As	of	December	31,	2013,	there	was	$41	million	of	unrecognized	compensation	cost	related	to	RSUs,	excluding	actual	forfeitures,	which	is	expected	to	be	recognized over	a	weighted	average	period	of	two	years.

Rent	expense	recorded	under	all	operating	leases	is	as	follows:

The	Company	expects	that,	in	the	normal	course	of	business,	leases	that	expire	will	be	renewed	or	replaced	by	other	leases.

# 21.	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	its	variable	rate borrowings	into	a	fixed	rate	obligation.	These	interest	rate	swap	agreements	are	designated	as	cash	flow	hedges	and	fix	the	LIBOR	portion	of	the	Company's	US-dollar denominated	variable	rate	borrowings	(Note	13).	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.

US-dollar	interest	rate	swap	derivative	agreements	are	as	follows:

| Notional	Value | Effective	Date | Expiration	Date | Fixed	Rate	(1) |
| :--- | :--- | :--- | :--- |
| (In\t$\tmillions) |  |  |  |
| 1,100 | January\t2,\t2012 | January\t2,\t2014 | 1.71% |
| 500 | January\t2,\t2014 | January\t2,\t2016 | 1.02% |

(1) Fixes	the	LIBOR	portion	of	the	Company's	US-dollar	denominated	variable	rate	borrowings (Note	13).

Interest	rate	swap	activity	is	as	follows:

| Hedging	activities	-	Interest	expense | (11) | (14) | (55) |
| :--- | :--- | :--- | :--- |
| Ineffective\tportion\t-\tOther\tincome\t(expense),\tnet | — | — | — |

Upon	issuance	of	the	4.625%	Notes	and	$400	million	paydown	of	the	Term	C	loan	facility	on	November	13,	2012	(Note	13),	the	Company	dedesignated	as	cash	flow hedges	a	notional	value	of	$395	million	of	the	$1.1	billion	notional	value	US-dollar	interest	rate	swap	agreements	expiring	January	2,	2014,	and	a	loss	of	$6	million	was reclassified	out	of	Accumulated	other	comprehensive	income	(loss),	net,	into	Interest	expense	in	the	consolidated	statements	of	operations	during	the	three	months	ended December	31,	2012.	Future	mark-to-market	adjustments	on	these	dedesignated	interest	rate	swap	agreements	were	recorded	in	Interest	expense	in	the	consolidated statement	of	operations	through	their	expiration	on	January	2,	2014.

Certain	subsidiaries	have	assets	and	liabilities	denominated	in	currencies	other	than	their	respective	functional	currencies,	which	creates	foreign	exchange	risk.	The Company	also	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	foreign	currency	forwards	and	swaps	are	not designated	as	hedges	under	FASB	ASC	Topic	815.	Gains	and	losses	on	foreign	currency	forwards	and	swaps	entered	into	to	offset	foreign	exchange	impacts	on intercompany	balances	are	classified	as	Other	income	(expense),	net,	in	the	consolidated	statements	of	operations.	Gains	and	losses	on	foreign	currency	forwards	and swaps	entered	into	to	offset	foreign	exchange	impacts	on	all	other	assets	and	liabilities	are	classified	as	Foreign	exchange	gain	(loss),	net,	in	the	consolidated	statements of	operations.

| Currency |  |
| :--- | :--- |
| Brazilian\treal | (12) |
| British\tpound\tsterling | (60) |
| Canadian\tdollar | 46 |
| Chinese\trenminbi | (106) |
| Euro | (228) |
| Hungarian\tforint | 9 |
| Japanese\tyen | (3) |
| Mexican\tpeso | 2 |
| Singapore\tdollar | 43 |
| Swedish\tkrona | (6) |
| Other | — |
| Total | (315) |

| Gross	notional	values	of	the	foreign	currency	forwards	and	swaps	are	as	follows: |  |  |
| :--- | :--- | :--- |
|  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Total | 869 | 902 |

The	Company	has	exposure	to	the	prices	of	commodities	in	its	procurement	of	certain	raw	materials.	The	Company	manages	its	exposure	to	commodity	risk	primarily through	the	use	of	long-term	supply	agreements,	multi-year	purchasing	and	sales	agreements	and	forward	purchase	contracts.	The	Company	regularly	assesses	its practice	of	using	forward	purchase	contracts	and	other	raw	material	hedging	instruments	in	accordance	with	changes	in	economic	conditions.	Forward	purchases	and swap	contracts	for	raw	materials	are	principally	settled	through	physical	delivery	of	the	commodity.	For	qualifying	contracts,	the	Company	has	elected	to	apply	the normal	purchases	and	normal	sales	exception	of	FASB	ASC	Topic	815	based	on	the	probability	at	the	inception	and	throughout	the	term	of	the	contract	that	the Company	would	not	settle	net	and	the	transaction	would	result	in	the	physical	delivery	of	the	commodity.	As	such,	realized	gains	and	losses	on	these	contracts	are included	in	the	cost	of	the	commodity	upon	the	settlement	of	the	contract.

Information	regarding	changes	in	the	fair	value	of	the	Company's	derivative	agreements	is	as	follows:

(1) Amount	excludes	$3	million	of	tax	expense	recognized	in	Other	comprehensive	income (loss).

(2) Amount	represents	reclassification	from	Accumulated	other	comprehensive	income	(loss),	net	and	is	included	in	Interest	expense	in	the	consolidated	statements	of operations.

(3) Amount	excludes	$2	million	of	gains	associated	with	the	Company's	equity	method	investments'	derivative	activity	and	$3	million	of	tax	expense	recognized	in Other	comprehensive	income	(loss).

(4) Amount	excludes	$2	million	of	gains	associated	with	the	Company's	equity	method	investments'	derivative	activity	and	$10	million	of	tax	expense	recognized	in Other	comprehensive	income	(loss).

(5) Included	in	Interest	expense	in	the	consolidated	statements	of operations.

(6) Included	in	Foreign	exchange	gain	(loss),	net	for	operating	activity	or	Other	income	(expense),	net	for	non-operating	activity	in	the	consolidated	statements	of operations.

See	Note	22	-	Fair	Value	Measurements	for	additional	information	regarding	the	fair	value	of	the	Company's	derivative	agreements.

Certain	of	the	Company's	foreign	currency	forwards	and	swaps	and	interest	rate	swap	arrangements	permit	the	Company	to	net	settle	all	contracts	with	the	counterparty through	a	single	payment	in	an	agreed	upon	currency	in	the	event	of	default	or	early	termination	of	the	contract,	similar	to	a	master	netting	arrangement.	The	Company's interest	rate	swap	agreements	are	subject	to	cross	collateralization	under	the	Guarantee	and	Collateral	Agreement	entered	into	in	conjunction	with	the	Term	loan borrowings	(Note	13).

| Gross	amount	recognized | 1 | 2 |
| :--- | :--- | :--- |
| Gross\tamount\toffset\tin\tthe\tconsolidated\tbalance\tsheets | — | — |
| Net\tamount\tpresented\tin\tthe\tconsolidated\tbalance\tsheets | 1 | 2 |
| Gross\tamount\tnot\toffset\tin\tthe\tconsolidated\tbalance\tsheets | 1 | 2 |
| Net\tamount | — | — |

| Gross	amount	recognized | 16 | 32 |
| :--- | :--- | :--- |
| Gross\tamount\toffset\tin\tthe\tconsolidated\tbalance\tsheets | 1 | 1 |
| Net\tamount\tpresented\tin\tthe\tconsolidated\tbalance\tsheets | 15 | 31 |
| Gross\tamount\tnot\toffset\tin\tthe\tconsolidated\tbalance\tsheets | 1 | 2 |
| Net\tamount | 14 | 29 |

# 22.	Fair	Value	Measurements

The	Company	follows	the	provisions	of	FASB	ASC	Topic	820	for	financial	assets	and	liabilities.	FASB	ASC	Topic	820	establishes	a	three-tiered	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.	Valuations	for	fund	investments	such	as	common/collective	trusts	and registered	investment	companies,	which	do	not	have	readily	determinable	fair	values,	are	typically	estimated	using	a	net	asset	value	provided	by	a	third	party	as	a practical	expedient.

# The	three	levels	of	inputs	are	defined	as	follows:

The	Company's	financial	assets	and	liabilities	are	measured	at	fair	value	on	a	recurring	basis	and	include	securities	available	for	sale	and	derivative	financial instruments.	Securities	available	for	sale	include	mutual	funds.	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.	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	and	recently	reported	trades.	Such	assets	are	classified	as	Level	2	in	the	hierarchy	and typically	include	corporate	bonds.	Mutual	funds	are	valued	at	the	net	asset	value	per	share	or	unit	multiplied	by	the	number	of	shares	or	units	held	as	of	the	measurement date.

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	and	foreign	currency	forwards	and	swaps	are observable	in	the	active	markets	and	are	classified	as	Level	2	in	the	hierarchy.

Assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis	are	as	follows:

# Fair	Value	Measurement

|  |  | Quoted	Prices | Quoted	Prices |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | in\tActive | in\tActive | Significant |  |  |  |
|  |  | Markets\tfor | Markets\tfor | Other |  |  |  |
|  |  | Identical | Identical | Observable |  |  |  |
|  |  | Assets\n(Level\t1) | Assets\n(Level\t1) | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Total | Total |
|  |  |  |  | As\tof\tDecember\t31, | As\tof\tDecember\t31, |  |  |
|  | Balance\tSheet\tClassification | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
|  |  |  |  | (In\t$\tmillions) |  |  |  |
| Mutual\tfunds | Marketable\tsecurities,\tat\tfair\tvalue | 41 | 53 | — | — | 41 | 53 |
| Derivatives\tNot\tDesignated\tas\tHedges |  |  |  |  |  |  |  |
| Foreign\tcurrency\tforwards\tand\tswaps | Current\tOther\tassets | — | — | 1 | 2 | 1 | 2 |
| Total\tassets |  | 41 | 53 | 1 | 2 | 42 | 55 |
| Derivatives\tDesignated\tas\tCash\tFlow\tHedges |  |  |  |  |  |  |  |
| Interest\trate\tswaps | Current\tOther\tliabilities | — | — | (5) | (10) | (5) | (10) |
| Interest\trate\tswaps | Noncurrent\tOther\tliabilities | — | — | (3) | (7) | (3) | (7) |
| Derivatives\tNot\tDesignated\tas\tHedges |  |  |  |  |  |  |  |
| Interest\trate\tswaps | Current\tOther\tliabilities | — | — | (2) | (5) | (2) | (5) |
| Interest\trate\tswaps | Noncurrent\tOther\tliabilities | — | — | — | (1) | — | (1) |
| Foreign\tcurrency\tforwards\tand\tswaps | Current\tOther\tliabilities | — | — | (5) | (8) | (5) | (8) |
| Total\tliabilities |  | — | — | (15) | (31) | (15) | (31) |

Carrying	values	and	fair	values	of	financial	instruments	that	are	not	carried	at	fair	value	are	as	follows:

|  |  |  | Significant |  |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Other |  |  |  |  |  |
|  |  |  | Observable |  | Unobservable |  |  |  |
|  | Carrying\nAmount | Carrying\nAmount | Inputs\n(Level\t2) | Inputs\n(Level\t2) | Inputs\n(Level\t3) | Inputs\n(Level\t3) | Total | Total |
|  |  |  |  | As\tof\tDecember\t31, |  |  |  |  |
|  | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 |
|  |  |  |  | (In\t$\tmillions) |  |  |  |  |
| Cost\tinvestments | 145 | 156 | — | — | — | — | — | — |
| Insurance\tcontracts\tin\tnonqualified\ttrusts | 62 | 66 | 62 | 66 | — | — | 62 | 66 |
| Long-term\tdebt,\tincluding\tcurrent\tinstallments\tof\tlong-term\tdebt | 2,911 | 2,990 | 2,747 | 2,886 | 264 | 244 | 3,011 | 3,130 |

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.	Insurance	contracts	in	nonqualified	trusts	consist	of	long-term	fixed	income	securities,	which	are	valued using	independent	vendor	pricing	models	with	observable	inputs	in	the	active	market	and	therefore	represent	a	Level	2	measurement.	The	fair	value	of	long-term	debt	is based	on	valuations	from	third-party	banks	and	market	quotations	and	is	classified	as	Level	2	in	the	hierarchy.	The	fair	value	of	obligations	under	capital	leases	is	based on	lease	payments	and	discount	rates,	which	are	not	observable	in	the	market	and	therefore	represents	a	Level	3	measurement.

As	of	December	31,	2013	and	2012,	the	fair	values	of	cash	and	cash	equivalents,	receivables,	trade	payables,	short-term	borrowings	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.

# 23.	Commitments	and	Contingencies

The	Company	is	involved	in	legal	and	regulatory	proceedings,	lawsuits,	claims	and	investigations	incidental	to	the	normal	conduct	of	business,	relating	to	such	matters as	product	liability,	land	disputes,	commercial	contracts,	employment,	antitrust,	intellectual	property,	workers'	compensation,	chemical	exposure,	asbestos	exposure, trade	compliance,	prior	acquisitions	and	divestitures,	past	waste	disposal	practices	and	release	of	chemicals	into	the	environment.	The	Company	is	actively	defending those	matters	where	the	Company	is	named	as	a	defendant.	Due	to	the	inherent	subjectivity	of	assessments	and	unpredictability	of	outcomes	of	legal	proceedings,	the Company's	litigation	accruals	and	estimates	of	possible	loss	or	range	of	possible	loss	("Possible	Loss")	may	not	represent	the	ultimate	loss	to	the	Company	from	legal proceedings.	For	reasonably	possible	loss	contingencies	that	may	be	material,	the	Company	estimates	its	Possible	Loss	when	determinable,	considering	that	the Company	could	incur	no	loss	in	certain	matters.	Thus,	the	Company's	exposure	and	ultimate	losses	may	be	higher	or	lower,	and	possibly	materially	so,	than	the Company's	litigation	accruals	and	estimates	of	Possible	Loss.	For	some	matters,	the	Company	is	unable,	at	this	time,	to	estimate	its	Possible	Loss	that	is	reasonably possible	of	occurring.	Generally,	the	less	progress	that	has	been	made	in	the	proceedings	or	the	broader	the	range	of	potential	results,	the	more	difficult	for	the	Company to	estimate	the	Possible	Loss	that	it	is	reasonably	possible	the	Company	could	incur.	The	Company	may	disclose	certain	information	related	to	a	plaintiff's	claim	against the	Company	alleged	in	the	plaintiff's	pleadings	or	otherwise	publicly	available.	While	information	of	this	type	may	provide	insight	into	the	potential	magnitude	of	a matter,	it	does	not	necessarily	represent	the	Company's	estimate	of	reasonably	possible	or	probable	loss.	Some	of	the	Company's	exposure	in	legal	matters	may	be	offset by	applicable	insurance	coverage.	The	Company	does	not	consider	the	possible	availability	of	insurance	coverage	in	determining	the	amounts	of	any	accruals	or	any estimates	of	Possible	Loss.

# Polyester	Staple	Antitrust	Litigation

CNA	Holdings	LLC	("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	for	alleged	antitrust	violations	in	a	consolidated	proceeding	by a	Multi-District	Litigation	Panel	in	the	US	District	Court	for	the	Western	District	of	North	Carolina	styled	In	re	Polyester	Staple	Antitrust	Litigation,	MDL	1516.	In June	2008,	the	court	dismissed	these	actions	with	prejudice	against	all	Celanese	Entities	in	consideration	of	a	payment	by	the	Company.

Prior	to	December	31,	2008,	the	Company	had	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	(Milliken	& Company	v.	CNA	Holdings,	Inc.,	Celanese	Americas	Corporation	and	Hoechst	AG	(No.	8-SV-00578	W.D.N.C.)).	In	September	2011,	that	case	was	dismissed	with prejudice	based	on	a	stipulation	and	proposed	order	of	voluntary	dismissal.	One	of	the	alleged	US	purchasers	made	a	demand	to	the	Company	in	February	2013	but	has not	filed	a	formal	claim.	The	Company	is	evaluating	its	options,	but	does	not	believe	a	Possible	Loss	for	this	matter	would	be	material.

# Commercial	Actions

In	June	2012,	Linde	Gas	Singapore	Pte.	Ltd.	("Linde	Gas"),	a	raw	materials	supplier	based	in	Singapore,	initiated	arbitration	proceedings	in	New	York	against	the Company's	subsidiary,	Celanese	Singapore	Pte.	Ltd.	("Singapore	Ltd."),	alleging	that	Singapore	Ltd.	had	breached	a	certain	requirements	contract	for	carbon	monoxide by	temporarily	idling	Singapore	Ltd.'s	acetic	acid	facility	in	Jurong	Island,	Singapore.	The	Company	filed	its	answer	in	August	2012.	Linde	Gas	is	seeking	damages	in the	amount	of	$38	million	for	the	period	ended	December	31,	2012,	in	addition	to	other	unspecified	damages.	The	arbitral	panel	bifurcated	the	case	into	a	liability	and damages	phase.	In	December	2013,	the	arbitral	panel	ruled	that	Singapore	Ltd.	was	not	required	to	purchase	minimum	quantities	under	the	express	terms	of	the	contract but,	under	the	circumstances	in	2012,	had	breached	its	implied	duty	of	good	faith.	A	hearing	on	damages	will	likely	be	held	in	the	first	half	of	2014.	Based	on	the Company's	evaluation	of	currently	available	information,	the	Company	does	not	believe	any	Possible	Loss,	including	any	Possible	Loss	in	excess	of	reserves,	would have	a	significant	adverse	effect	on	the	financial	position	of	the	Company,	but	could	have	a	significant	adverse	effect	on	the	results	of	operations	or	cash	flows	in	any given	period.	The	Company	continues	to	vigorously	defend	the	matter.

# Award	Proceedings	in	Relation	to	Domination	Agreement	and	Squeeze-Out

The	Company's	subsidiary,	BCP	Holdings	GmbH	("BCP	Holdings"),	a	German	limited	liability	company,	is	a	defendant	in	two	special	award	proceedings	initiated	by minority	stockholders	of	Celanese	GmbH	seeking	the	court's	review	of	the	amounts	(i)	of	the	fair	cash	compensation	and	of	the	guaranteed	dividend	offered	in	the purchaser	offer	under	the	2004	Domination

Agreement	(the	"Domination	Agreement")	and	(ii)	the	fair	cash	compensation	paid	for	the	2006	squeeze-out	("Squeeze-Out")	of	all	remaining	stockholders	of	Celanese GmbH.

Pursuant	to	a	settlement	agreement	between	BCP	Holdings	and	certain	former	Celanese	GmbH	stockholders,	if	the	court	sets	a	higher	value	for	the	fair	cash compensation	or	the	guaranteed	payment	under	the	Domination	Agreement	or	the	Squeeze-Out	compensation,	former	Celanese	GmbH	stockholders	who	ceased	to	be stockholders	of	Celanese	GmbH	due	to	the	Squeeze-Out	will	be	entitled	to	claim	for	their	shares	the	higher	of	the	compensation	amounts	determined	by	the	court	in	these different	proceedings	related	to	the	Domination	Agreement	and	the	Squeeze-Out.	If	the	fair	cash	compensation	determined	by	the	court	is	higher	than	the	Squeeze-Out compensation	of	€66.99,	then	1,069,465	shares	will	be	entitled	to	an	adjustment.	If	the	court	determines	the	value	of	the	fair	cash	compensation	under	the	Domination Agreement	to	be	lower	than	the	original	Squeeze-Out	compensation,	but	determines	a	higher	value	for	the	Squeeze-Out	compensation,	924,078	shares	would	be	entitled to	an	adjustment.	Payments	already	received	by	these	stockholders	as	compensation	for	their	shares	will	be	offset	so	that	persons	who	ceased	to	be	stockholders	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.

In	September	2011,	the	share	valuation	expert	appointed	by	the	court	rendered	an	opinion.	The	expert	opined	that	the	fair	cash	compensation	for	these	stockholders (145,387	shares)	should	be	increased	from	€41.92	to	€51.86.	This	non-binding	opinion	recommends	a	total	increase	in	share	value	of	€2	million	(including	interest)	for those	claims	under	the	Domination	Agreement.	The	opinion	has	no	effect	on	the	Squeeze-Out	proceeding	because	the	share	price	recommended	is	lower	than	the	price those	stockholders	already	received	in	the	Squeeze-Out.	However,	the	opinion	also	advocates	that	the	guaranteed	dividend	should	be	increased	from	€2.89	to	€3.79, aggregating	an	increase	in	total	guaranteed	dividends	of	€1	million	to	the	Squeeze-Out	claimants.	The	Company	and	plaintiffs	submitted	written	responses	arguing	for alternative	valuations	during	the	three	months	ended	December	31,	2011.	In	March	2013,	the	expert	issued	his	supplementary	opinion	affirming	his	previous	views	and calculations.	The	Company	has	submitted	written	objections	regarding	the	calculations.	The	court	held	a	hearing	on	January	28,	2014.	On	February	4,	2014,	the	court issued	a	preliminary	determination	adopting	the	expert's	valuation	methodology.	The	parties	have	14	days	to	appeal	after	being	served	with	the	final	decision.	The plaintiffs	may	appeal.	Separately,	no	expert	has	yet	been	appointed	in	the	Squeeze-Out	proceedings.

For	those	claims	brought	under	the	Domination	Agreement,	based	on	the	court's	preliminary	determination,	the	Company	does	not	believe	that	the	Possible	Loss	is material.

For	those	remaining	claims	brought	by	the	Squeeze-Out	claimants,	based	on	the	Company's	evaluation	of	currently	available	information,	including	that	the	amount	of the	fair	cash	compensation	sought	is	unspecified,	unsupported	or	uncertain,	there	are	significant	facts	in	dispute	and	the	court	has	not	yet	appointed	an	expert,	the Company	cannot	estimate	the	Possible	Loss,	if	any,	at	this	time.

# 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

In	connection	with	the	Hoechst	demerger,	the	Company	agreed	to	indemnify	Hoechst,	and	its	legal	successors,	for	various	liabilities	under	the	demerger	agreement, including	for	environmental	liabilities	associated	with	contamination	arising	either	from	environmental	damage	in	general	("Category	A")	or	under	19	divestiture agreements	entered	into	by	Hoechst	prior	to	the	demerger	("Category	B")	(Note	15).

The	Company's	obligation	to	indemnify	Hoechst,	and	its	legal	successors,	is	capped	under	Category	B	at	€250	million.	If	and	to	the	extent	the	environmental	damage should	exceed	€750	million	in	aggregate,	the	Company's	obligation	to	indemnify	Hoechst	and	its	legal	successors	applies,	but	is	then	limited	to	33.33%	of	the remediation	cost	without	further	limitations.	Cumulative

payments	under	the	divestiture	agreements	as	of	December	31,	2013	are	$64	million.	Most	of	the	divestiture	agreements	have	become	time	barred	and/or	any	notified environmental	damage	claims	have	been	partially	settled.

The	Company	has	also	undertaken	in	the	demerger	agreement	to	indemnify	Hoechst	and	its	legal	successors	for	(i)	33.33%	of	any	and	all	Category	A	liabilities	that result	from	Hoechst	being	held	as	the	responsible	party	pursuant	to	public	law	or	current	or	future	environmental	law	or	by	third	parties	pursuant	to	private	or	public	law related	to	contamination	and	(ii)	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	been	requested	by	Hoechst	to	make	any	payments	in	connection	with	this	indemnification.	Accordingly,	the	Company	has	not	made	any	payments	to Hoechst	and	its	legal	successors.

Based	on	the	Company's	evaluation	of	currently	available	information,	including	the	lack	of	requests	for	indemnification,	the	Company	cannot	estimate	the	Possible Loss	for	the	remaining	demerger	obligations,	if	any,	in	excess	of	amounts	accrued.

# •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	(Note	15).

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	outstanding	indemnifications	and	guarantees provided	for	under	these	agreements	is	$133	million	as	of	December	31,	2013.	Other	agreements	do	not	provide	for	any	monetary	or	time	limitations.

Based	on	the	Company's	evaluation	of	currently	available	information,	including	the	number	of	requests	for	indemnification	or	other	payment	received	by	the	Company, the	Company	cannot	estimate	the	Possible	Loss	for	the	remaining	divestiture	obligations,	if	any,	in	excess	of	amounts	accrued.

# Purchase	Obligations

In	the	normal	course	of	business,	the	Company	enters	into	various	purchase	commitments	for	goods	and	services.	The	Company	maintains	a	number	of	"take-or-pay" contracts	for	purchases	of	raw	materials,	utilities	and	other	services.	Certain	of	the	contracts	contain	a	contract	termination	buy-out	provision	that	allows	for	the Company	to	exit	the	contracts	for	amounts	less	than	the	remaining	take-or-pay	obligations.	The	Company	does	not	expect	to	incur	any	material	losses	under	take-or-pay contractual	arrangements.	Additionally,	the	Company	has	other	outstanding	commitments	representing	maintenance	and	service	agreements,	energy	and	utility agreements,	consulting	contracts	and	software	agreements.	As	of	December	31,	2013,	the	Company	had	unconditional	purchase	obligations	of	$3.7	billion,	which	extend through	2036.

The	Company	holds	variable	interests	in	entities	that	supply	certain	raw	materials	and	services	to	the	Company.	The	variable	interests	primarily	relate	to	cost-plus contractual	arrangements	with	the	suppliers	and	recovery	of	capital	expenditures	for	certain	plant	assets	plus	a	rate	of	return	on	such	assets.	Liabilities	for	such	supplier recoveries	of	capital	expenditures	have	been	recorded	as	capital	lease	obligations.	The	entities	are	not	consolidated	because	the	Company	is	not	the	primary	beneficiary of	the	entities	as	it	does	not	have	the	power	to	direct	the	activities	of	the	entities	that	most	significantly	impact	the	entities'	economic	performance.	The	Company's maximum	exposure	to	loss	as	a	result	of	its	involvement	with	these	variable	interest	entities	("VIEs")	as	of	December	31,	2013	relates	primarily	to	early	contract termination	fees.

The	Company's	carrying	value	of	assets	and	liabilities	associated	with	its	obligations	to	VIEs,	as	well	as	the	maximum	exposure	to	loss	relating	to	these	VIEs	are	as follows:

# 25.	Segment	Information

The	Company	operates	through	the	following	business	segments	according	to	the	nature	and	economic	characteristics	of	its	products	as	well	as	the	manner	in	which	the information	is	used	internally	by	the	Company's	key	decision	maker,	who	is	the	Company's	Chief	Executive	Officer.

The	Company's	Advanced	Engineered	Materials	segment	includes	the	engineered	materials	business,	which	develops,	produces	and	supplies	a	broad	portfolio	of	high performance	specialty	polymers	for	application	in	automotive,	medical	and	electronics	products,	as	well	as	other	consumer	and	industrial	applications.	Together	with	its strategic	affiliates,	the	Company's	engineered	materials	business	is	a	leading	participant	in	the	global	specialty	polymers	industry.	The	primary	products	of	Advanced Engineered	Materials	are	used	in	a	broad	range	of	end-use	products	including	automotive	components,	medical	devices,	electronics,	appliances,	industrial	applications, battery	separators,	conveyor	belts,	filtration	equipment,	coatings,	electrical	applications	and	products.

The	Company's	Consumer	Specialties	segment	includes	the	cellulose	derivatives	and	food	ingredients	businesses,	which	serve	consumer-driven	applications.	These businesses	are	aggregated	by	the	Company	into	one	reportable	segment	based	on	similar	economic	characteristics	and	similar	production	processes,	classes	of	customers and	selling	and	distribution	practices.	The	Company's	cellulose	derivatives	business	is	a	leading	global	producer	and	supplier	of	acetate	flake,	acetate	film	and	acetate tow,	primarily	used	in	filter	products	applications.	The	Company's	food	ingredients	business	is	a	leading	global	supplier	of	premium	quality	ingredients	for	the	food	and beverage	and	pharmaceuticals	industries	and	is	one	of	world's	largest	producers	of	food	protection	ingredients,	such	as	potassium	sorbates	and	sorbic	acid.	The Company's	food	ingredients	business	produces	and	sells	the	Qorus™	sweetener	system	and	Sunett®	high	intensity	sweeteners.

The	Company's	Industrial	Specialties	segment	includes	the	emulsion	polymers	and	EVA	polymers	businesses,	which	are	operating	segments	aggregated	by	the Company	into	one	reportable	segment	based	on	similar	products,	production	processes,	classes	of	customers	and	selling	and	distribution	practices	as	well	as	economic similarities	over	a	normal	business	cycle.	The	Company's	emulsion	polymers	business	is	a	leading	global	producer	of	vinyl	acetate-based	emulsions	and	develops products	and	application	technologies	to	improve	performance,	create	value	and	drive	innovation	in	applications	such	as	paints	and	coatings,	adhesives,	construction, glass	fiber,	textiles	and	paper.	The	Company's	EVA	polymers	business	is	a	leading	North	American	manufacturer	of	a	full	range	of	specialty	ethylene	vinyl	acetate resins	and	compounds	as	well	as	select	grades	of	low-density	polyethylene.	The	Company's	EVA	polymers'	products	are	used	in	many	applications	including	flexible packaging	films,	lamination	film	products,	hot	melt	adhesives,	medical	products,	automotive,	carpeting	and	photovoltaic	cells.

The	Company's	Acetyl	Intermediates	segment	includes	the	intermediate	chemistry	business,	which	produces	and	supplies	acetyl	products,	including	acetic	acid,	vinyl acetate	monomer,	acetic	anhydride	and	acetate	esters.	These	products	are	generally	used	as	starting	materials	for	colorants,	paints,	adhesives,	coatings	and	medicines. The	Acetyl	Intermediates	segment	also	produces	organic	solvents	and	intermediates	for	pharmaceutical,	agricultural	and	chemical	products.

Building	on	the	Company's	acetic	acid	platform,	Celanese	TCX®	ethanol	process	technology	was	developed	to	supply	current	and	prospective	customers	with	ethanol	for industrial	purposes	and	for	other	potential	uses.	This	innovative	process	combines	the	Company's	proprietary	and	leading	acetyl	platform	with	highly	advanced manufacturing	technology	to	produce	ethanol	from	hydrocarbon-sourced	feedstocks.

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	financing	activities	and	results	of	the	Company's	captive	insurance	companies.	Other	Activities	also	includes	the	components	of	net periodic	benefit	cost	(interest	cost,	expected	return	on	assets	and	net	actuarial	gains	and	losses)	for	the	Company's	defined	benefit	pension	plans	and	other	post retirement	plans	not	allocated	to	the	Company's	business	segments.

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.

Sales	and	revenues	related	to	transactions	between	business	segments	are	generally	recorded	at	values	that	approximate	third-party	selling	prices.

|  | Advanced<br>Engineered<br>Materials | Consumer<br>Specialties |  | Industrial<br>Specialties | Acetyl<br>Intermediates |  | Other<br>Activities |  | Eliminations | Consolidated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | (In\t$\tmillions) |  |  |  |  |  |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2013 | Year\tEnded\tDecember\t31,\t2013 | Year\tEnded\tDecember\t31,\t2013 |  |  |  |  |  |
| Net\tsales | 1,352 | 1,214 | (1) | 1,155 | 3,241 | (1) | — |  | (452) | 6,510 |  |
| Other\t(charges)\tgains,\tnet | (13) | — |  | (4) | (141) |  | — |  | — | (158) |  |
| Operating\tprofit\t(loss) | 904 | 346 |  | 64 | 153 |  | 41 |  | — | 1,508 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 148 | 3 |  | — | 5 |  | 24 |  | — | 180 |  |
| Depreciation\tand\tamortization | 110 | 41 |  | 52 | 86 |  | 16 |  | — | 305 |  |
| Capital\texpenditures | 67 | 116 |  | 33 | 184 |  | 8 |  | — | 408 | (3) |
|  |  |  |  |  | As\tof\tDecember\t31,\t2013 | As\tof\tDecember\t31,\t2013 |  |  |  |  |  |
| Goodwill\tand\tintangible\tassets,\tnet | 368 | 278 |  | 60 | 234 |  | — |  | — | 940 |  |
| Total\tassets | 2,643 | 1,478 |  | 1,002 | 2,333 |  | 1,562 |  | — | 9,018 |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2012 | Year\tEnded\tDecember\t31,\t2012 | Year\tEnded\tDecember\t31,\t2012 |  |  |  |  |  |
| Net\tsales | 1,261 | 1,186 | (1) | 1,184 | 3,231 | (1) | — |  | (444) | 6,418 |  |
| Other\t(charges)\tgains,\tnet | (2) | (4) | (2) | — | — |  | (8) | (2) | — | (14) |  |
| Operating\tprofit\t(loss) | 95 | 251 |  | 86 | 269 |  | (526) |  | — | 175 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 190 | 6 |  | — | 11 |  | 35 |  | — | 242 |  |
| Depreciation\tand\tamortization | 113 | 45 |  | 55 | 80 |  | 15 |  | — | 308 |  |
| Capital\texpenditures | 51 | 65 |  | 38 | 169 |  | 16 |  | — | 339 | (3) |
|  |  |  |  |  | As\tof\tDecember\t31,\t2012 | As\tof\tDecember\t31,\t2012 |  |  |  |  |  |
| Goodwill\tand\tintangible\tassets,\tnet | 372 | 276 |  | 65 | 229 |  | — |  | — | 942 |  |
| Total\tassets | 2,703 | 1,296 |  | 963 | 2,238 |  | 1,800 |  | — | 9,000 |  |
|  |  |  |  | Year\tEnded\tDecember\t31,\t2011 | Year\tEnded\tDecember\t31,\t2011 | Year\tEnded\tDecember\t31,\t2011 |  |  |  |  |  |
| Net\tsales | 1,298 | 1,161 | (1) | 1,223 | 3,551 | (1) | 1 |  | (471) | 6,763 |  |
| Other\t(charges)\tgains,\tnet | (49) | (3) |  | — | 14 |  | (10) |  | — | (48) |  |
| Operating\tprofit\t(loss) | 79 | 229 |  | 102 | 458 |  | (466) |  | — | 402 |  |
| Equity\tin\tnet\tearnings\t(loss)\tof\naffiliates | 161 | 2 |  | — | 5 |  | 24 |  | — | 192 |  |
| Depreciation\tand\tamortization | 100 | 44 |  | 45 | 96 |  | 13 |  | — | 298 |  |
| Capital\texpenditures | 64 | 92 |  | 71 | 122 |  | 15 |  | — | 364 | (3) |

(1) Net	sales	for	Acetyl	Intermediates	and	Consumer	Specialties	include	inter-segment	sales	of	$448	million	and	$4	million,	respectively,	for	the	year	ended December	31,	2013;	$440	million	and	$4	million,	respectively,	for	the	year	ended	December	31,	2012;	and	$468	million	and	$3	million,	respectively,	for	the	year ended	December	31,	2011.

(2) Includes	$9	million	of	insurance	recoveries	received	from	the	Company's	captive	insurance	companies	related	to	the	Narrows,	Virginia	facility	that	eliminates	in consolidation.

(3) Excludes	expenditures	related	to	the	relocation	of	the	Company's	POM	operations	in	Germany	(Note	27)	and	includes	an	increase	in	accrued	capital	expenditures of	$38	million	for	the	year	ended	December	31,	2013,	a	decrease	of	$22	million	for	the	year	ended	December	31,	2012	and	an	increase	of	$15	million	for	the	year ended	December	31,	2011.

# Geographical	Area	Information

Revenues	and	noncurrent	assets	are	presented	based	on	the	location	of	the	business.	The	net	sales	based	on	the	geographic	location	of	the	Company's	facilities	are	as follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions) |  |
| Belgium | 525 | 504 | 461 |
| Canada | 249 | 284 | 323 |
| China | 863 | 733 | 667 |
| Germany | 2,049 | 2,082 | 2,328 |
| Mexico | 256 | 257 | 241 |
| Singapore | 578 | 561 | 722 |
| US | 1,808 | 1,811 | 1,772 |
| Other | 182 | 186 | 249 |
| Total | 6,510 | 6,418 | 6,763 |

Property,	plant	and	equipment,	net	based	on	the	geographic	location	of	the	Company's	facilities	is	as	follows:

|  | As	of	December	31, | As	of	December	31, |
| :--- | :--- | :--- |
|  | 2013 | 2012 |
|  | (In\t$\tmillions) | (In\t$\tmillions) |
| Belgium | 64 | 60 |
| Canada | 141 | 148 |
| China | 653 | 642 |
| Germany | 1,301 | 1,328 |
| Mexico | 145 | 128 |
| Singapore | 53 | 109 |
| US | 969 | 813 |
| Other | 99 | 122 |
| Total | 3,425 | 3,350 |

# 26.	Earnings	(Loss)	Per	Share

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
|  |  | (In\t$\tmillions,\texcept\tshare\tdata) |  |
| Amounts\tattributable\tto\tCelanese\tCorporation |  |  |  |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 376 | 426 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | (4) | 1 |
| Net\tearnings\t(loss) | 1,101 | 372 | 427 |
| Weighted\taverage\tshares\t-\tbasic | 158,801,150 | 158,359,914 | 156,226,526 |
| Dilutive\tstock\toptions | 227,624 | 848,439 | 1,930,072 |
| Dilutive\tRSUs | 305,445 | 622,433 | 813,685 |
| Weighted\taverage\tshares\t-\tdiluted | 159,334,219 | 159,830,786 | 158,970,283 |

Securities	not	included	in	the	computation	of	diluted	net	earnings	per	share	as	their	effect	would	have	been	antidilutive	are	as	follows:

|  |  | Year	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2013 | 2012 | 2011 |
| Stock\toptions | 37,696 | 25,906 | 69,395 |
| RSUs | 2,610 | 3,996 | 735 |
| Total | 40,306 | 29,902 | 70,130 |

# 27.	Plant	Relocation

In	November	2006,	the	Company	finalized	a	settlement	agreement	with	the	Frankfurt,	Germany	Airport	("Fraport")	that	required	the	Company	to	cease	operations	at	its Kelsterbach,	Germany	POM	site	and	sell	the	site,	including	land	and	buildings,	to	Fraport,	resolving	several	years	of	legal	disputes	related	to	the	planned	Fraport expansion.	Under	the	original	agreement,	Fraport	agreed	to	pay	the	Company	a	total	of	€670	million.	Subsequent	revisions	to	the	original	agreement	discounted	the	total proceeds	to	€652	million	in	consideration	for	accelerating	certain	payments	to	the	Company.

Title	to	the	land	and	buildings	transferred	to	Fraport	during	the	three	months	ended	December	31,	2013	upon	completion	of	certain	activities	as	specified	in	the settlement	agreement.	The	settlement	agreement	did	not	require	the	proceeds	from	the	settlement	be	used	to	build	or	relocate	the	existing	POM	operations;	however, based	on	a	number	of	factors,	the	Company	built	a	new	expanded	production	facility	in	the	Frankfurt	Hoechst	Industrial	Park	in	the	Rhine	Main	area	in	Germany.

The	Company	ceased	POM	operations	at	the	Kelsterbach,	Germany	site	prior	to	July	31,	2011.	In	September	2011,	the	Company	announced	the	opening	of	its	new POM	production	facility	in	Frankfurt	Hoechst	Industrial	Park,	Germany.

A	summary	of	the	financial	statement	impact	associated	with	the	Kelsterbach	plant	relocation	is	as	follows:

|  | 2013 | Year	Ended	December	31,<br>2012 | 2011 | Total	From<br>Inception	Through<br>December	31,	2013 |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | (In\t$\tmillions) |  |
| Deferred\tproceeds\t(1) | — | — | 158 | 907 |
| Costs\texpensed | 13 | 7 | 47 | 126 |
| Costs\tcapitalized\t(2) | 5 | 35 | 171 | 1,132 |
| Lease\tbuyout | — | — | — | 22 |
| Employee\ttermination\tbenefits | — | — | 8 | 8 |
| Gain\ton\tdisposition(3) | 742 | — | — | 742 |

(1) Included	in	noncurrent	Other	liabilities	in	the	consolidated	balance	sheets.	Amounts	reflect	the	US	dollar	equivalent	at	the	time	of receipt.

(2) Includes	a	decrease	in	accrued	capital	expenditures	of	$2	million,	$14	million	and	$33	million	for	the	years	ended	December	31,	2013,	2012	and	2011, respectively.

(3) Upon	transfer	of	title	to	the	land	and	buildings	to	Fraport	during	the	three	months	ended	December	31,	2013,	deferred	proceeds	of	€651	million	were	recognized	in Gain	(loss)	on	disposition	of	businesses	and	assets,	net	in	the	consolidated	statements	of	operations.	Such	proceeds	were	reduced	by	assets	of	€6	million	included	in Property,	plant	and	equipment,	net	and	€104	million	included	in	noncurrent	Other	assets	in	the	consolidated	balance	sheets.

# 28.	Consolidating	Guarantor	Financial	Information

The	Senior	Notes	were	issued	by	Celanese	US	(the	"Issuer")	and	are	guaranteed	by	Celanese	Corporation	(the	"Parent	Guarantor")	and	the	Subsidiary	Guarantors	(Note 13).	The	Issuer	and	Subsidiary	Guarantors	are	100%	owned	subsidiaries	of	the	Parent	Guarantor.	The	Parent	Guarantor	and	Subsidiary	Guarantors	have	guaranteed	the Notes	fully	and	unconditionally	and	jointly	and	severally.

For	cash	management	purposes,	the	Company	transfers	cash	between	Parent	Guarantor,	Issuer,	Subsidiary	Guarantors	and	non-guarantors	through	intercompany financing	arrangements,	contributions	or	declaration	of	dividends	between	the	respective	parent	and	its	subsidiaries.	The	transfer	of	cash	under	these	activities	facilitates the	ability	of	the	recipient	to	make	specified	third-party	payments	for	principal	and	interest	on	the	Company's	outstanding	debt,	Common	Stock	dividends	and	Common Stock	repurchases.	The	consolidating	statements	of	cash	flow	for	the	years	ended	December	31,	2013,	2012	and	2011	present	such	intercompany	financing	activities, contributions	and	dividends	consistent	with	how	such	activity	would	be	presented	in	a	stand-alone	statement	of	cash	flows.

The	Company	has	not	presented	separate	financial	information	and	other	disclosures	for	each	of	its	Subsidiary	Guarantors	because	it	believes	such	financial	information and	other	disclosures	would	not	provide	investors	with	any	additional	information	that	would	be	material	in	evaluating	the	sufficiency	of	the	guarantees.

The	consolidating	financial	information	for	the	Parent	Guarantor,	the	Issuer,	the	Subsidiary	Guarantors	and	the	non-guarantors	are	as	follows:

# CONSOLIDATING	STATEMENT	OF	OPERATIONS

|  |  |  | Year	Ended	December	31,	2013 | Year	Ended	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,799 | 4,911 | (1,200) | 6,510 |
| Cost\tof\tsales | — | — | (1,827) | (4,531) | 1,213 | (5,145) |
| Gross\tprofit | — | — | 972 | 380 | 13 | 1,365 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | 53 | (364) | — | (311) |
| Amortization\tof\tintangible\tassets | — | — | (11) | (21) | — | (32) |
| Research\tand\tdevelopment\texpenses | — | — | (53) | (32) | — | (85) |
| Other\t(charges)\tgains,\tnet | — | — | 2 | (156) | (4) | (158) |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | (6) | — | (6) |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (2) | 737 | — | 735 |
| Operating\tprofit\t(loss) | — | — | 961 | 538 | 9 | 1,508 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 1,096 | 1,180 | 116 | 158 | (2,370) | 180 |
| Interest\texpense | — | (192) | (34) | (70) | 124 | (172) |
| Refinancing\texpense | — | (1) | — | — | — | (1) |
| Interest\tincome | — | 55 | 65 | 5 | (124) | 1 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 93 | — | 93 |
| Other\tincome\t(expense),\tnet | — | — | (52) | 52 | — | — |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 1,096 | 1,042 | 1,056 | 776 | (2,361) | 1,609 |
| Income\ttax\t(provision)\tbenefit | 5 | 54 | (326) | (229) | (12) | (508) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 1,101 | 1,096 | 730 | 547 | (2,373) | 1,101 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | 2 | (2) | — | — |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | (1) | 1 | — | — |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | 1 | (1) | — | — |
| Net\tearnings\t(loss) | 1,101 | 1,096 | 731 | 546 | (2,373) | 1,101 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | — | — | — |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 1,101 | 1,096 | 731 | 546 | (2,373) | 1,101 |

|  |  |  | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2012 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,692 | 4,829 | (1,103) | 6,418 |
| Cost\tof\tsales | — | — | (1,906) | (4,423) | 1,092 | (5,237) |
| Gross\tprofit | — | — | 786 | 406 | (11) | 1,181 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | (440) | (390) | — | (830) |
| Amortization\tof\tintangible\tassets | — | — | (18) | (33) | — | (51) |
| Research\tand\tdevelopment\texpenses | — | — | (74) | (30) | — | (104) |
| Other\t(charges)\tgains,\tnet | — | — | 17 | (22) | (9) | (14) |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | (4) | — | (4) |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (1) | (2) | — | (3) |
| Operating\tprofit\t(loss) | — | — | 270 | (75) | (20) | 175 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 369 | 473 | 199 | 201 | (1,000) | 242 |
| Interest\texpense | — | (198) | (42) | (73) | 128 | (185) |
| Refinancing\texpense | — | (3) | — | — | — | (3) |
| Interest\tincome | — | 59 | 65 | 6 | (128) | 2 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 85 | — | 85 |
| Other\tincome\t(expense),\tnet | — | — | (10) | 15 | — | 5 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 369 | 331 | 482 | 159 | (1,020) | 321 |
| Income\ttax\t(provision)\tbenefit | 3 | 38 | (16) | 15 | 15 | 55 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 372 | 369 | 466 | 174 | (1,005) | 376 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | (5) | (1) | — | (6) |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | 2 | — | — | 2 |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | (3) | (1) | — | (4) |
| Net\tearnings\t(loss) | 372 | 369 | 463 | 173 | (1,005) | 372 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | — | — | — |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 372 | 369 | 463 | 173 | (1,005) | 372 |

|  |  |  | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2011 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tsales | — | — | 2,572 | 5,240 | (1,049) | 6,763 |
| Cost\tof\tsales | — | — | (1,861) | (4,510) | 1,025 | (5,346) |
| Gross\tprofit | — | — | 711 | 730 | (24) | 1,417 |
| Selling,\tgeneral\tand\tadministrative\texpenses | — | — | (402) | (403) | — | (805) |
| Amortization\tof\tintangible\tassets | — | — | (17) | (45) | — | (62) |
| Research\tand\tdevelopment\texpenses | — | — | (67) | (31) | — | (98) |
| Other\t(charges)\tgains,\tnet | — | — | 23 | (71) | — | (48) |
| Foreign\texchange\tgain\t(loss),\tnet | — | — | — | — | — | — |
| Gain\t(loss)\ton\tdisposition\tof\tbusinesses\tand\tassets,\tnet | — | — | (1) | — | (1) | (2) |
| Operating\tprofit\t(loss) | — | — | 247 | 180 | (25) | 402 |
| Equity\tin\tnet\tearnings\t(loss)\tof\taffiliates | 425 | 590 | 165 | 166 | (1,154) | 192 |
| Interest\texpense | — | (217) | (41) | (41) | 78 | (221) |
| Refinancing\texpense | — | (3) | — | — | — | (3) |
| Interest\tincome | — | 23 | 48 | 10 | (78) | 3 |
| Dividend\tincome\t-\tcost\tinvestments | — | — | — | 80 | — | 80 |
| Other\tincome\t(expense),\tnet | — | — | (39) | 53 | — | 14 |
| Earnings\t(loss)\tfrom\tcontinuing\toperations\tbefore\ntax | 425 | 393 | 380 | 448 | (1,179) | 467 |
| Income\ttax\t(provision)\tbenefit | 2 | 32 | (49) | (35) | 9 | (41) |
| Earnings\t(loss)\tfrom\tcontinuing\toperations | 427 | 425 | 331 | 413 | (1,170) | 426 |
| Earnings\t(loss)\tfrom\toperation\tof\tdiscontinued\noperations | — | — | 3 | (1) | — | 2 |
| Gain\t(loss)\ton\tdisposition\tof\tdiscontinued\toperations | — | — | — | — | — | — |
| Income\ttax\t(provision)\tbenefit\tfrom\tdiscontinued\noperations | — | — | (1) | — | — | (1) |
| Earnings\t(loss)\tfrom\tdiscontinued\toperations | — | — | 2 | (1) | — | 1 |
| Net\tearnings\t(loss) | 427 | 425 | 333 | 412 | (1,170) | 427 |
| Net\t(earnings)\tloss\tattributable\tto\tnoncontrolling\ninterests | — | — | — | — | — | — |
| Net\tearnings\t(loss)\tattributable\tto\tCelanese\nCorporation | 427 | 425 | 333 | 412 | (1,170) | 427 |

# CONSOLIDATING	STATEMENT	OF	COMPREHENSIVE	INCOME	(LOSS)

|  |  |  | Year	Ended	December	31,	2013 | Year	Ended	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 1,101 | 1,096 | 731 | 546 | (2,373) | 1,101 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | 1 | 1 | 1 | — | (2) | 1 |
| Foreign\tcurrency\ttranslation | 20 | 20 | (10) | (8) | (2) | 20 |
| Gain\t(loss)\ton\tinterest\trate\tswaps | 6 | 6 | — | — | (6) | 6 |
| Pension\tand\tpostretirement\tbenefits | 58 | 58 | 56 | 2 | (116) | 58 |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | 85 | 85 | 47 | (6) | (126) | 85 |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 1,186 | 1,181 | 778 | 540 | (2,499) | 1,186 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | — | — | — |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 1,186 | 1,181 | 778 | 540 | (2,499) | 1,186 |

|  |  |  | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2012 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 372 | 369 | 463 | 173 | (1,005) | 372 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | — | — | — | — | — | — |
| Foreign\tcurrency\ttranslation | 5 | 5 | (12) | 1 | 6 | 5 |
| Gain\t(loss)\ton\tinterest\trate\tswaps | 7 | 7 | (1) | 3 | (9) | 7 |
| Pension\tand\tpostretirement\tbenefits | (11) | (11) | (2) | (11) | 24 | (11) |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | 1 | 1 | (15) | (7) | 21 | 1 |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 373 | 370 | 448 | 166 | (984) | 373 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | — | — | — |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 373 | 370 | 448 | 166 | (984) | 373 |

|  |  |  | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2011 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tearnings\t(loss) | 427 | 425 | 333 | 412 | (1,170) | 427 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax |  |  |  |  |  |  |
| Unrealized\tgain\t(loss)\ton\tmarketable\tsecurities | — | — | — | — | — | — |
| Foreign\tcurrency\ttranslation | (27) | (27) | (6) | 6 | 27 | (27) |
| Gain\t(loss)\ton\tinterest\trate\tswaps | 27 | 27 | 1 | 1 | (29) | 27 |
| Pension\tand\tpostretirement\tbenefits | — | — | (2) | 2 | — | — |
| Total\tother\tcomprehensive\tincome\t(loss),\tnet\tof\ntax | — | — | (7) | 9 | (2) | — |
| Total\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 427 | 425 | 326 | 421 | (1,172) | 427 |
| Comprehensive\t(income)\tloss\tattributable\tto\nnoncontrolling\tinterests | — | — | — | — | — | — |
| Comprehensive\tincome\t(loss)\tattributable\tto\nCelanese\tCorporation | 427 | 425 | 326 | 421 | (1,172) | 427 |

# CONSOLIDATING	BALANCE	SHEET

|  |  |  | As	of	December	31,	2013 | As	of	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |
| ASSETS |  |  |  |  |  |  |
| Current\tAssets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | — | — | 284 | 700 | — | 984 |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates | — | — | 131 | 877 | (141) | 867 |
| Non-trade\treceivables,\tnet | 33 | 482 | 2,166 | 586 | (2,924) | 343 |
| Inventories,\tnet | — | — | 243 | 622 | (61) | 804 |
| Deferred\tincome\ttaxes | — | — | 74 | 58 | (17) | 115 |
| Marketable\tsecurities,\tat\tfair\tvalue | — | — | 41 | — | — | 41 |
| Other\tassets | — | 5 | 15 | 24 | (16) | 28 |
| Total\tcurrent\tassets | 33 | 487 | 2,954 | 2,867 | (3,159) | 3,182 |
| Investments\tin\taffiliates | 2,667 | 4,458 | 1,677 | 594 | (8,555) | 841 |
| Property,\tplant\tand\tequipment,\tnet | — | — | 969 | 2,456 | — | 3,425 |
| Deferred\tincome\ttaxes | — | — | 248 | 49 | (8) | 289 |
| Other\tassets | — | 1,965 | 144 | 285 | (2,053) | 341 |
| Goodwill | — | — | 305 | 493 | — | 798 |
| Intangible\tassets,\tnet | — | — | 64 | 78 | — | 142 |
| Total\tassets | 2,700 | 6,910 | 6,361 | 6,822 | (13,775) | 9,018 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |  |
| Current\tLiabilities |  |  |  |  |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\nlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | — | 1,713 | 122 | 373 | (2,031) | 177 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | — | — | 312 | 628 | (141) | 799 |
| Other\tliabilities | 1 | 28 | 441 | 513 | (442) | 541 |
| Deferred\tincome\ttaxes | — | 17 | — | 10 | (17) | 10 |
| Income\ttaxes\tpayable | — | — | 460 | 32 | (474) | 18 |
| Total\tcurrent\tliabilities | 1 | 1,758 | 1,335 | 1,556 | (3,105) | 1,545 |
| Noncurrent\tLiabilities |  |  |  |  |  |  |
| Long-term\tdebt | — | 2,468 | 825 | 1,646 | (2,052) | 2,887 |
| Deferred\tincome\ttaxes | — | 8 | — | 225 | (8) | 225 |
| Uncertain\ttax\tpositions | — | 6 | 16 | 178 | — | 200 |
| Benefit\tobligations | — | — | 943 | 232 | — | 1,175 |
| Other\tliabilities | — | 3 | 91 | 202 | (9) | 287 |
| Total\tnoncurrent\tliabilities | — | 2,485 | 1,875 | 2,483 | (2,069) | 4,774 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 2,699 | 2,667 | 3,151 | 2,783 | (8,601) | 2,699 |
| Noncontrolling\tinterests | — | — | — | — | — | — |
| Total\tequity | 2,699 | 2,667 | 3,151 | 2,783 | (8,601) | 2,699 |
| Total\tliabilities\tand\tequity | 2,700 | 6,910 | 6,361 | 6,822 | (13,775) | 9,018 |

|  |  |  | As	of	December	31,	2012 | As	of	December	31,	2012 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) | (In\t$\tmillions) |  |  |
| ASSETS |  |  |  |  |  |  |
| Current\tAssets |  |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | 10 | — | 275 | 674 | — | 959 |
| Trade\treceivables\t-\tthird\tparty\tand\taffiliates | — | — | 340 | 653 | (166) | 827 |
| Non-trade\treceivables,\tnet | 31 | 444 | 1,754 | 484 | (2,504) | 209 |
| Inventories,\tnet | — | — | 196 | 589 | (74) | 711 |
| Deferred\tincome\ttaxes | — | — | 62 | 8 | (21) | 49 |
| Marketable\tsecurities,\tat\tfair\tvalue | — | — | 52 | 1 | — | 53 |
| Other\tassets | — | 5 | 15 | 27 | (16) | 31 |
| Total\tcurrent\tassets | 41 | 449 | 2,694 | 2,436 | (2,781) | 2,839 |
| Investments\tin\taffiliates | 1,692 | 3,437 | 1,579 | 570 | (6,478) | 800 |
| Property,\tplant\tand\tequipment,\tnet | — | — | 813 | 2,537 | — | 3,350 |
| Deferred\tincome\ttaxes | — | 5 | 509 | 92 | — | 606 |
| Other\tassets | — | 1,927 | 132 | 414 | (2,010) | 463 |
| Goodwill | — | — | 305 | 472 | — | 777 |
| Intangible\tassets,\tnet | — | — | 69 | 96 | — | 165 |
| Total\tassets | 1,733 | 5,818 | 6,101 | 6,617 | (11,269) | 9,000 |
| LIABILITIES\tAND\tEQUITY |  |  |  |  |  |  |
| Current\tLiabilities |  |  |  |  |  |  |
| Short-term\tborrowings\tand\tcurrent\tinstallments\tof\nlong-term\tdebt\t-\tthird\tparty\tand\taffiliates | — | 1,584 | 208 | 159 | (1,783) | 168 |
| Trade\tpayables\t-\tthird\tparty\tand\taffiliates | — | — | 269 | 546 | (166) | 649 |
| Other\tliabilities | — | 40 | 267 | 475 | (307) | 475 |
| Deferred\tincome\ttaxes | — | 21 | — | 25 | (21) | 25 |
| Income\ttaxes\tpayable | — | — | 419 | 73 | (454) | 38 |
| Total\tcurrent\tliabilities | — | 1,645 | 1,163 | 1,278 | (2,731) | 1,355 |
| Noncurrent\tLiabilities |  |  |  |  |  |  |
| Long-term\tdebt | — | 2,467 | 872 | 1,597 | (2,006) | 2,930 |
| Deferred\tincome\ttaxes | — | — | — | 50 | — | 50 |
| Uncertain\ttax\tpositions | 3 | 6 | 23 | 149 | — | 181 |
| Benefit\tobligations | — | — | 1,362 | 240 | — | 1,602 |
| Other\tliabilities | — | 8 | 101 | 1,055 | (12) | 1,152 |
| Total\tnoncurrent\tliabilities | 3 | 2,481 | 2,358 | 3,091 | (2,018) | 5,915 |
| Total\tCelanese\tCorporation\tstockholders'\tequity | 1,730 | 1,692 | 2,580 | 2,248 | (6,520) | 1,730 |
| Noncontrolling\tinterests | — | — | — | — | — | — |
| Total\tequity | 1,730 | 1,692 | 2,580 | 2,248 | (6,520) | 1,730 |
| Total\tliabilities\tand\tequity | 1,733 | 5,818 | 6,101 | 6,617 | (11,269) | 9,000 |

# CONSOLIDATING	STATEMENT	OF	CASH	FLOWS

|  |  |  | Year	Ended	December	31,	2013 | Year	Ended	December	31,	2013 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 228 | 105 | 766 | 154 | (491) | 762 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (249) | (121) | — | (370) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | — | — | — | — |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | — | 13 | — | 13 |
| Deferred\tproceeds\tfrom\tKelsterbach\tplant\nrelocation | — | — | — | — | — | — |
| Capital\texpenditures\trelated\tto\tKelsterbach\tplant\nrelocation | — | — | — | (7) | — | (7) |
| Return\tof\tcapital\tfrom\tsubsidiary | — | — | — | — | — | — |
| Contributions\tto\tsubsidiary | — | — | (20) | — | 20 | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | 5 | (131) | — | 126 | — |
| Other,\tnet | — | — | (45) | (13) | — | (58) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | 5 | (445) | (128) | 146 | (422) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | 131 | (8) | (3) | (131) | (11) |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 177 | — | 177 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (123) | — | (123) |
| Proceeds\tfrom\tlong-term\tdebt | — | 24 | 50 | — | — | 74 |
| Repayments\tof\tlong-term\tdebt | — | (34) | (121) | (48) | 5 | (198) |
| Refinancing\tcosts | — | (2) | — | — | — | (2) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (164) | — | — | — | — | (164) |
| Dividends\tto\tparent | — | (229) | (229) | (33) | 491 | — |
| Contributions\tfrom\tparent | — | — | — | 20 | (20) | — |
| Stock\toption\texercises | 9 | — | — | — | — | 9 |
| Series\tA\tcommon\tstock\tdividends | (83) | — | — | — | — | (83) |
| Return\tof\tcapital\tto\tparent | — | — | — | — | — | — |
| Other,\tnet | — | — | (4) | (1) | — | (5) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | (238) | (110) | (312) | (11) | 345 | (326) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | 11 | — | 11 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\nequivalents | (10) | — | 9 | 26 | — | 25 |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\nperiod | 10 | — | 275 | 674 | — | 959 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | — | — | 284 | 700 | — | 984 |

|  |  |  | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2012 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 7 | (100) | 396 | 489 | (70) | 722 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (170) | (191) | — | (361) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | (23) | — | — | (23) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | 1 | — | — | 1 |
| Deferred\tproceeds\tfrom\tKelsterbach\tplant\nrelocation | — | — | — | — | — | — |
| Capital\texpenditures\trelated\tto\tKelsterbach\tplant\nrelocation | — | — | — | (49) | — | (49) |
| Return\tof\tcapital\tfrom\tsubsidiary | — | — | — | — | — | — |
| Contributions\tto\tsubsidiary | — | — | (3) | — | 3 | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | 5 | (53) | — | 48 | — |
| Other,\tnet | — | — | (9) | (59) | — | (68) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | 5 | (257) | (299) | 51 | (500) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | 53 | 5 | (3) | (53) | 2 |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 71 | — | 71 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (71) | — | (71) |
| Proceeds\tfrom\tlong-term\tdebt | — | 500 | 50 | — | — | 550 |
| Repayments\tof\tlong-term\tdebt | — | (414) | (10) | (70) | 5 | (489) |
| Refinancing\tcosts | — | (9) | — | — | — | (9) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (45) | — | — | — | — | (45) |
| Dividends\tto\tparent | — | (35) | (35) | — | 70 | — |
| Contributions\tfrom\tparent | — | — | — | 3 | (3) | — |
| Stock\toption\texercises | 62 | — | — | — | — | 62 |
| Series\tA\tcommon\tstock\tdividends | (43) | — | — | — | — | (43) |
| Return\tof\tcapital\tto\tparent | — | — | — | — | — | — |
| Other,\tnet | 29 | — | (7) | (1) | — | 21 |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | 3 | 95 | 3 | (71) | 19 | 49 |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | 6 | — | 6 |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\nequivalents | 10 | — | 142 | 125 | — | 277 |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\nperiod | — | — | 133 | 549 | — | 682 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | 10 | — | 275 | 674 | — | 959 |

|  |  |  | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2011 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Parent\nGuarantor | Issuer | Subsidiary\nGuarantors | Non-\nGuarantors | Eliminations | Consolidated |
|  |  |  | (In\t$\tmillions) |  |  |  |
| Net\tcash\tprovided\tby\t(used\tin)\toperating\tactivities | 41 | (127) | 446 | 368 | (90) | 638 |
| Investing\tActivities |  |  |  |  |  |  |
| Capital\texpenditures\ton\tproperty,\tplant\tand\nequipment | — | — | (145) | (204) | — | (349) |
| Acquisitions,\tnet\tof\tcash\tacquired | — | — | (8) | — | — | (8) |
| Proceeds\tfrom\tsale\tof\tbusinesses\tand\tassets,\tnet | — | — | 1 | 5 | — | 6 |
| Deferred\tproceeds\tfrom\tKelsterbach\tplant\nrelocation | — | — | — | 159 | — | 159 |
| Capital\texpenditures\trelated\tto\tKelsterbach\tplant\nrelocation | — | — | — | (204) | — | (204) |
| Return\tof\tcapital\tfrom\tsubsidiary | — | 100 | — | — | (100) | — |
| Contributions\tto\tsubsidiary | — | (100) | — | — | 100 | — |
| Intercompany\tloan\treceipts\t(disbursements) | — | 5 | (307) | — | 302 | — |
| Other,\tnet | — | — | (15) | (30) | — | (45) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\nactivities | — | 5 | (474) | (274) | 302 | (441) |
| Financing\tActivities |  |  |  |  |  |  |
| Short-term\tborrowings\t(repayments),\tnet | — | 307 | (5) | (8) | (307) | (13) |
| Proceeds\tfrom\tshort-term\tborrowings | — | — | — | 70 | — | 70 |
| Repayments\tof\tshort-term\tborrowings | — | — | — | (73) | — | (73) |
| Proceeds\tfrom\tlong-term\tdebt | — | 400 | — | 11 | — | 411 |
| Repayments\tof\tlong-term\tdebt | — | (532) | (9) | (55) | 5 | (591) |
| Refinancing\tcosts | — | (8) | — | — | — | (8) |
| Purchases\tof\ttreasury\tstock,\tincluding\trelated\tfees | (31) | — | — | — | — | (31) |
| Dividends\tto\tparent | — | (45) | (45) | — | 90 | — |
| Contributions\tfrom\tparent | — | — | 100 | — | (100) | — |
| Stock\toption\texercises | 20 | — | — | — | — | 20 |
| Series\tA\tcommon\tstock\tdividends | (34) | — | — | — | — | (34) |
| Return\tof\tcapital\tto\tparent | — | — | — | (100) | 100 | — |
| Other,\tnet | 4 | — | (8) | — | — | (4) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\nactivities | (41) | 122 | 33 | (155) | (212) | (253) |
| Exchange\trate\teffects\ton\tcash\tand\tcash\tequivalents | — | — | — | (2) | — | (2) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\nequivalents | — | — | 5 | (63) | — | (58) |
| Cash\tand\tcash\tequivalents\tas\tof\tbeginning\tof\nperiod | — | — | 128 | 612 | — | 740 |
| Cash\tand\tcash\tequivalents\tas\tof\tend\tof\tperiod | — | — | 133 | 549 | — | 682 |

# 29.	Subsequent	Events

On	February	6,	2014,	the	Company	declared	a	quarterly	cash	dividend	of	$0.18	per	share	on	its	Common	Stock	amounting	to	$28	million.	The	cash	dividend	is	for	the period	from	November	1,	2013	to	January	31,	2014	and	will	be	paid	on	February	28,	2014	to	holders	of	record	as	of	February	17,	2014.

On	February	6,	2014,	the	Company's	Board	of	Directors	approved	an	increase	in	its	share	repurchase	authorization	of	its	Common	Stock	to	$400	million.	As	of December	31,	2013,	the	Company	had	$228	million	remaining	under	previous	authorizations.

On	February	4,	2014,	the	Company	entered	into	a	joint	venture	agreement	with	Mitsui	to	form	Fairway	Methanol	LLC	(Note	4).	The	venture	has	a	term	of	20	years, subject	to	a	10	year	renewal.	The	Company	holds	a	variable	interest	in	Fairway	Methanol	LLC	as	the	primary	beneficiary.	Accordingly,	the	Company	will	consolidate Fairway	Methanol	LLC	and	will	report	a	noncontrolling	interest	for	the	share	of	the	venture	owned	by	Mitsui.	Upon	formation,	the	Company	contributed	construction	in progress	and	was	reimbursed	for	pre-formation	costs	paid	by	the	Company	through	the	date	of	formation	(Note	6).

# INDEX	TO	EXHIBITS

Exhibits	will	be	furnished	upon	request	for	a	nominal	fee,	limited	to	reasonable	expenses.

10.1† Credit	Agreement,	dated	April	2,	2007,	among	Celanese	Holdings	LLC,	Celanese	US	Holdings	LLC,	the	subsidiaries	of	Celanese	US	Holdings LLC	from	time	to	time	party	thereto	as	borrowers,	the	Lenders	party	thereto,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as collateral	agent,	Merrill	Lynch	Capital	Corporation	as	syndication	agent,	ABN	AMRO	Bank	N.V.,	Bank	of	America,	N.A.,	Citibank	NA,	and	JP Morgan	Chase	Bank	NA,	as	co-documentation	agents	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	with	the SEC	on	May	28,	2010).

10.1(a) Amended	and	Restated	Credit	Agreement,	dated	September	29,	2010,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	the	subsidiaries	of Celanese	US	Holdings	LLC	from	time	to	time	party	thereto	as	borrowers	and	guarantors,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative agent	and	collateral	agent,	Deutsche	Bank	Securities	LLC	and	Banc	of	Americas	Securities	LLC	as	joint	lead	arrangers	and	joint	book	runners, HSBC	Securities	(USA)	Inc.,	JPMorgan	Chase	Bank,	N.A.,	and	The	Royal	Bank	of	Scotland	PLC,	as	Co-Documentation	Agents,	the	other	lenders party	thereto,	and	certain	other	agents	for	such	lenders	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed	with	the SEC	on	September	29,	2010).

10.1(b) Amendment	No.	1,	dated	January	23,	2013,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	Celanese	Americas	LLC,	the	lenders	party thereto,	and	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as	collateral	agent	(incorporated	by	reference	to	Exhibit	10.1	to	the Current	Report	on	Form	8-K	filed	with	the	SEC	on	April	2,	2013).

10.1(c) Amendment	No.	2,	dated	August	14,	2013,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	certain	subsidiaries	of	Celanese	US Holdings	LLC,	the	lenders	party	thereto	and	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as	collateral	agent	(incorporated	by reference	to	Exhibit	10.1	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	October	21,	2013).

10.1(d) Amendment	Agreement,	dated	September	16,	2013,	among	Celanese	Corporation,	Celanese	US	Holdings	LLC,	certain	subsidiaries	of	Celanese	US Holdings	LLC,	the	lenders	party	thereto,	Deutsche	Bank	AG,	New	York	Branch,	as	administrative	agent	and	as	collateral	agent,	and	Deutsche Bank	Securities	Inc.,	as	lead	arranger	and	book	runner	(containing	an	Amended	and	Restated	Credit	Agreement)	(incorporated	by	reference	to Exhibit	10.5.	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	October	21,	2013).

10.1(e) Guarantee	and	Collateral	Agreement,	dated	April	2,	2007,	by	and	among	Celanese	Holdings	LLC,	Celanese	US	Holdings	LLC,	certain	subsidiaries of	Celanese	US	Holdings	LLC	and	Deutsche	Bank	AG,	New	York	Branch	(incorporated	by	reference	to	Exhibit	10.2	to	the	Current	Report	on	Form 8-K	filed	with	the	SEC	on	May	28,	2010).

10.2(c) Performance	Guaranty,	dated	August	28,	2013,	by	Celanese	US	Holdings	LLC	in	favor	of	The	Bank	of	Tokyo−Mitsubishi	UFJ,	Ltd.,	New	York Branch,	as	administrator	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8−K	filed	with	the	SEC	on	September	3,	2013).

10.5‡ Celanese	Corporation	2004	Stock	Incentive	Plan	(incorporated	by	reference	to	Exhibit	10.8	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC on	February	11,	2011).

10.5(a)‡ Form	of	Nonqualified	Stock	Option	Agreement	(for	employees)	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference	to Exhibit	10.8(a)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	11,	2011).

10.5(b)‡ Form	of	Amendment	to	Nonqualified	Stock	Option	Agreement	(for	employees)	between	Celanese	Corporation	and	award	recipient	(incorporated	by reference	to	Exhibit	10.5(b)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	12,	2010).

10.5(c)‡ Form	of	Amendment	Two	to	Nonqualified	Stock	Option	Agreement	(for	executive	officers)	between	Celanese	Corporation	and	award	recipient (incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	January	26,	2009).

10.5(d)‡ Form	of	Nonqualified	Stock	Option	Agreement	(for	non-employee	directors)	between	Celanese	Corporation	and	award	recipient	(incorporated	by reference	to	Exhibit	10.8(d)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	11,	2011).

10.6‡ Celanese	Corporation	2009	Global	Incentive	Plan	(incorporated	by	reference	to	Exhibit	4.4	to	the	Registration	Statement	on	Form	S-8	filed	with	the SEC	on	April	23,	2009).

10.6(a)‡ Form	of	2009	Nonqualified	Stock	Option	Award	Agreement	between	Celanese	Corporation	and	award	recipient,	together	with	a	schedule identifying	substantially	identical	agreements	between	Celanese	Corporation	and	each	of	its	executive	officers	identified	thereon	(incorporated	by reference	to	Exhibit	10.7	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	29,	2009).

10.6(b)‡ Time-Vesting	Restricted	Stock	Unit	Agreement,	dated	April	23,	2009,	between	Celanese	Corporation	and	Gjon	N.	Nivica,	Jr.	(incorporated	by reference	to	Exhibit	10.10	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	29,	2009).

10.6(d)‡ Form	of	2010	Time-Vesting	Restricted	Stock	Unit	Award	Agreement	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	September	13,	2010).

10.6(e)‡ Form	of	2010	Nonqualified	Stock	Option	Award	Agreement	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference	to Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	September	13,	2010).

10.6(f)‡ Form	of	Time-Vesting	Restricted	Stock	Unit	Award	Agreement	(for	non-employee	directors)	between	Celanese	Corporation	and	award	recipient (incorporated	by	reference	to	Exhibit	10.1	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	22,	2011).

10.6(g)‡ Form	of	2011	Performance-Vesting	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on Form	8-K	filed	with	the	SEC	on	September	13,	2011).

10.6(h)‡ Form	of	2011	Time-Vesting	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.2	to	the	Current	Report	on	Form	8-K filed	with	the	SEC	on	September	13,	2011).

10.6(i)‡ Form	of	2011	Nonqualified	Stock	Option	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.3	to	the	Current	Report	on	Form	8-K	filed with	the	SEC	on	September	13,	2011).

10.6(j)‡ Form	of	Nonqualified	Stock	Option	Award	Agreement	for	Chief	Executive	Officer	(incorporated	by	reference	to	Exhibit	10.2	to	the	Quarterly Report	on	Form	10-Q	filed	with	the	SEC	on	July	25,	2012).

10.6(l)‡ Form	of	Performance-Vesting	Restricted	Stock	Unit	Award	Agreement	for	Chief	Executive	Officer	(incorporated	by	reference	to	Exhibit	10.4	to	the Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	25,	2012).

10.6(m)‡ Form	of	Amendment	to	2010	and	2011	Nonqualified	Stock	Option	Award	Agreements,	dated	April	18,	2012,	together	with	a	schedule	identifying each	of	the	executive	officers	with	substantially	identical	agreements	(incorporated	by	reference	to	Exhibit	10.6	to	the	Quarterly	Report	on	Form	10- Q	filed	with	the	SEC	on	July	25,	2012).

10.7(b)‡ Form	of	2012	Nonqualified	Stock	Option	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.6(b)	to	the	Annual	Report	on	Form	10-K	filed with	the	SEC	on	February	8,	2013).

10.7(c)‡ Form	of	2013	Performance−Based	Restricted	Stock	Unit	Award	Agreement	(incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	on Form	8−K	filed	with	the	SEC	on	February	12,	2013).

10.7(d)*‡ Form	of	2013	Time-Vesting	Restricted	Stock	Unit	Award	Agreement.

10.7(e)*‡ Form	of	2013	Nonqualified	Stock	Option	Award	Agreement.

10.7(f)*‡ Form	of	2013	Time-Based	Restricted	Stock	Unit	Award	Agreement	(for	non-employee	directors).

10.11(a)‡ Offer	Letter,	dated	February	25,	2009,	between	Celanese	Corporation	and	Gjon	N.	Nivica,	Jr.	(incorporated	by	reference	to	Exhibit	10.3	to	the Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	April	28,	2009).

10.11(b)‡ Letter	Agreement,	dated	November	4,	2011,	between	Celanese	Corporation	and	Mark	C.	Rohr	(incorporated	by	reference	to	Exhibit	10.1	to	the Current	Report	on	Form	8-K	filed	with	the	SEC	on	November	7,	2011).

10.11(c)‡ Agreement	and	Amendment,	dated	March	27,	2012,	between	Celanese	Corporation	and	David	N.	Weidman	(incorporated	by	reference	to	Exhibit 10.1	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	April	24,	2012).

10.11(d)‡ Agreement	and	General	Release,	dated	June	12,	2012,	between	Celanese	Corporation	and	Jacquelyn	H.	Wolf	(incorporated	by	reference	to	Exhibit 10.10(e)	to	the	Annual	Report	on	Form	10-K	filed	with	the	SEC	on	February	8,	2013).

10.11(e)‡ Offer	Letter,	dated	September	8,	2012,	between	Celanese	Corporation	and	Lori	A.	Johnston	(incorporated	by	reference	to	Exhibit	10.1	to	the Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	October	23,	2012).

10.11(f)‡ Agreement	and	Amendment,	dated	March	18,	2013,	between	Celanese	Corporation	and	Douglas	M.	Madden	(incorporated	by	reference	to	Exhibit 10.4	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	April	19,	2013).

10.12‡ Change	in	Control	Agreement,	dated	April	1,	2008,	between	Celanese	Corporation	and	David	N.	Weidman,	together	with	a	schedule	identifying other	substantially	identical	agreements	between	Celanese	Corporation	and	each	of	its	name	executive	officers	identified	thereon	and	identifying	the material	differences	between	each	of	those	agreements	and	the	filed	Changed	of	Control	Agreement	(incorporated	by	reference	to	Exhibit	10.1	to the	Current	Report	on	Form	8-K	filed	on	April	7,	2008).

10.12(a)‡ Change	in	Control	Agreement,	dated	May	1,	2008,	between	Celanese	Corporation	and	Christopher	W.	Jensen	(incorporated	by	reference	to	Exhibit 10.1	to	the	Quarterly	Report	on	Form	10-Q	filed	with	the	SEC	on	July	23,	2008).

10.12(d)‡ Form	of	2012	Change	in	Control	Agreement	between	Celanese	Corporation	and	participant,	together	with	a	schedule	identifying	each	of	the executive	officers	with	substantially	identical	agreements	(incorporated	by	reference	to	Exhibit	10.5	to	the	Quarterly	Report	on	Form	10-Q	filed with	the	SEC	on	July	25,	2012).

10.13‡ Form	of	Long-Term	Incentive	Claw-Back	Agreement	between	Celanese	Corporation	and	award	recipient	(incorporated	by	reference	to	Exhibit	10.1 to	the	Current	Report	on	Form	8-K	filed	with	the	SEC	on	January	26,	2009).

10.14*‡ Celanese	Americas	Supplemental	Retirement	Savings	Plan,	amended	and	restated	effective	January	1,	2009.

10.14(a)*‡ First	Amendment	to	Celanese	Americas	Supplemental	Retirement	Savings	Plan	dated	April	10,	2013.

23.2* Consent	of	Independent	Auditors	of	CTE	Petrochemicals	Company,	BDO	USA,	LLP.

23.3* Consent	of	Independent	Auditors	of	National	Methanol	Company,	BDO	Dr.	Mohamed	Al-Amri	&	Co.

24.1* Power	of	Attorney	(included	on	the	signature	page	of	this	Annual	Report	on	Form	10-K).

31.1* Certification	of	Chief	Executive	Officer	pursuant	to	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

31.2* Certification	of	Chief	Financial	Officer	pursuant	to	Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

99.2* Audited	financial	statements	as	of	December	31,	2013	and	2012	and	for	each	of	the	years	in	the	three	year	period	ended	December	31,	2013	for National	Methanol	Company.

101.INS* 	 XBRL	Instance	Document.

101.SCH* 	 XBRL	Taxonomy	Extension	Schema	Document.

101.CAL* 	 XBRL	Taxonomy	Extension	Calculation	Linkbase	Document.

101.DEF* 	 XBRL	Taxonomy	Extension	Definition	Linkbase	Document.

101.LAB* 	 XBRL	Taxonomy	Extension	Label	Linkbase	Document.

101.PRE* 	 XBRL	Taxonomy	Extension	Presentation	Linkbase	Document.

‡	Indicates	a	management	contract	or	compensatory	plan	or	arrangement.

†					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 1934,	as	amended.	The	omitted	portions	of	this	exhibit	have	been	separately	filed	with	the	SEC.



Question: what is the growth rate in dividends received in 2013 compare to 2012?
Calculation: dividends_2013 = 92
dividends_2012 = 83
growth_rate = (dividends_2013 - dividends_2012) / dividends_2012
answer = growth_rate * 100
Answer: 10.8%