UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~September 30, 2012~~March 31, 2013
	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission File Number) 001-32410

CELANESE CORPORATION

(Exact Name of Registrant as Specified in its Charter)



Delaware (State or Other Jurisdiction of Incorporation or Organization)	98-0420726 (I.R.S. Employer Identification No.)

222 W. Las Colinas Blvd., Suite 900N Irving, TX (Address of Principal Executive Offices)	75039-5421 (Zip Code)

(972) 443-4000

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark 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.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of outstanding shares of the registrant’s Series A common stock, $0.0001 par value, as of ~~October 18, 2012~~April 15, 2013 was ~~159,532,052~~159,651,273.

CELANESE CORPORATION AND SUBSIDIARIES

Form 10-Q

For the Quarterly Period Ended ~~September 30, 2012~~March 31, 2013

TABLE OF CONTENTS



		Page

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	a) Unaudited Interim Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~	3
	b) Unaudited Interim Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~	4
	c) Unaudited Consolidated Balance Sheets as of ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012	5
	d) Unaudited Interim Consolidated Statement of Equity for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013	6
	e) Unaudited Interim Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2013 and 2012 ~~and 2011~~	7
	f) Notes to the Unaudited Interim Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4341
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6057
Item 4.	Controls and Procedures	6057

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6158
Item 1A.	Risk Factors	6158
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6158
Item 3.	Defaults Upon Senior Securities	6158
Item 4.	Mine Safety Disclosures	6158
Item 5.	Other Information	6158
Item 6.	Exhibits	6259
Signatures		6360

Item 1. Financial Statements

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS


									Three Months Ended
	Three Months Ended				Nine Months Ended				March 31,
	September 30,				September 30,				2013		2012
	2012		2011		2012		2011				As Adjusted (Note 1)
	(In $ millions, except share and per share data)								(In $ millions, except share and per share data)
Net sales	1,609		1,807		4,917		5,149		1,605		1,633
Cost of sales	(1,285	)	(1,406	)	(3,992	)	(3,987	)	(1,272	)	(1,359	)
Gross profit	324		401		925		1,162		333		274
Selling, general and administrative expenses	(121	)	(140	)	(379	)	(408	)	(106	)	(126	)
Amortization of intangible assets	(12	)	(17	)	(38	)	(50	)	(11	)	(13	)
Research and development expenses	(24	)	(24	)	(76	)	(72	)	(26	)	(25	)
Other (charges) gains, net	2		(24	)	(1	)	(39	)	(4	)	—
Foreign exchange gain (loss), net	(4	)	1		(4	)	1		(1	)	1
Gain (loss) on disposition of businesses and assets, net	(2	)	(1	)	(2	)	(1	)	(1	)	—
Operating profit (loss)	163		196		425		593		184		111
Equity in net earnings (loss) of affiliates	50		57		163		146		54		51
Interest expense	(44	)	(54	)	(134	)	(166	)	(43	)	(45	)
Refinancing expense	—		—		—		(3	)	—		—
Interest income	—		1		1		2		—		1
Dividend income - cost investments	1		1		85		80		24		—
Other income (expense), net	3		—		4		9		(1	)	2
Earnings (loss) from continuing operations before tax	173		201		544		661		218		120
Income tax (provision) benefit	(54	)	(34	)	(32	)	(151	)	(77	)	73
Earnings (loss) from continuing operations	119		167		512		510		141		193
Earnings (loss) from operation of discontinued operations	(3	)	—		(3	)	3		2		—
Gain (loss) on disposition of discontinued operations	—		—		—		—		—		—
Income tax (provision) benefit from discontinued operations	1		—		1		(1	)	(1	)	—
Earnings (loss) from discontinued operations	(2	)	—		(2	)	2		1		—
Net earnings (loss)	117		167		510		512		142		193
Net (earnings) loss attributable to noncontrolling interests	—		—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	117		167		510		512		142		193
Cumulative preferred stock dividends	—		—		—		—
Net earnings (loss) available to common stockholders	117		167		510		512
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	119		167		512		510		141		193
Earnings (loss) from discontinued operations	(2	)	—		(2	)	2		1		—
Net earnings (loss)	117		167		510		512		142		193
Earnings (loss) per common share - basic
Continuing operations	0.75		1.07		3.24		3.27		0.88		1.23
Discontinued operations	(0.01	)	—		(0.01	)	0.01		0.01		—
Net earnings (loss) - basic	0.74		1.07		3.23		3.28		0.89		1.23
Earnings (loss) per common share - diluted
Continuing operations	0.74		1.05		3.21		3.21		0.88		1.21
Discontinued operations	(0.01	)	—		(0.01	)	0.01		0.01		—
Net earnings (loss) - diluted	0.73		1.05		3.20		3.22		0.89		1.21
Weighted average shares - basic	159,123,808		156,194,459		157,936,063		156,147,982		159,682,386		156,576,896
Weighted average shares - diluted	160,094,904		159,018,839		159,644,166		158,965,811		160,201,636		159,115,232

See the accompanying notes to the unaudited interim consolidated financial statements.

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)


								Three Months Ended
	Three Months Ended				Nine Months Ended			March 31,
	September 30,				September 30,			2013		2012
	2012		2011		2012		2011			As Adjusted (Note 1)
	(In $ millions)							(In $ millions)
Net earnings (loss)	117		167		510		512	142		193
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—	—		—
Foreign currency translation	28		(69	)	4		18	(31	)	26
Unrealized gain (loss) on interest rate swaps	(2	)	5		(1	)	14
Gain (loss) on interest rate swaps								1		1
Pension and postretirement benefits	10		4		25		12	—		(4	)
Total other comprehensive income (loss), net of tax	36		(60	)	28		44	(30	)	23
Total comprehensive income (loss), net of tax	153		107		538		556	112		216
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	153		107		538		556	112		216

See the accompanying notes to the unaudited interim consolidated financial statements.

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS


	As of		As of		As of March 31, 2013		As of December 31, 2012
	September 30, 2012		December 31, 2011				As Adjusted (Note 1)
	(In $ millions, except share data)				(In $ millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	928		682		978		959
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2012: $9; 2011: $9)	932		871
Trade receivables - third party and affiliates (net of allowance for doubtful accounts - 2013: $10; 2012: $9)					916		827
Non-trade receivables, net	188		235		197		209
Inventories	711		712		758		711
Deferred income taxes	106		104		50		49
Marketable securities, at fair value	56		64		49		53
Other assets	47		35		38		31
Total current assets	2,968		2,703		2,986		2,839
Investments in affiliates	775		824		796		800
Property, plant and equipment (net of accumulated depreciation - 2012: $1,454; 2011: $1,316)	3,295		3,269
Property, plant and equipment (net of accumulated depreciation - 2013: $1,536; 2012: $1,506)					3,286		3,350
Deferred income taxes	539		421		603		606
Other assets	446		344		480		463
Goodwill	768		760		762		777
Intangible assets, net	174		197		155		165
Total assets	8,965		8,518		9,068		9,000
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	141		144		112		168
Trade payables - third party and affiliates	685		673		659		649
Other liabilities	507		539		459		475
Deferred income taxes	19		17		25		25
Income taxes payable	43		12		96		38
Total current liabilities	1,395		1,385		1,351		1,355
Long-term debt	2,839		2,873		2,959		2,930
Deferred income taxes	131		92		44		50
Uncertain tax positions	189		182		180		181
Benefit obligations	1,354		1,492		1,576		1,602
Other liabilities	1,142		1,153		1,123		1,152
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)	—		—
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2012: 183,002,903 issued and 159,228,221 outstanding; 2011: 179,385,105 issued and 156,463,811 outstanding)	—		—
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2012 and 2011: 0 issued and outstanding)	—		—
Treasury stock, at cost (2012: 23,774,682 shares; 2011: 22,921,294 shares)	(897	)	(860	)
Preferred stock, $0.01 par value, 100,000,000 shares authorized (2013 and 2012: 0 issued and outstanding)					—		—
Series A common stock, $0.0001 par value, 400,000,000 shares authorized (2013: 183,666,930 issued and 159,680,094 outstanding; 2012: 183,629,237 issued and 159,642,401 outstanding)					—		—
Series B common stock, $0.0001 par value, 100,000,000 shares authorized (2013 and 2012: 0 issued and outstanding)					—		—
Treasury stock, at cost (2013: 23,986,836 shares; 2012: 23,986,836 shares)					(905	)	(905	)
Additional paid-in capital	731		627		736		731
Retained earnings	2,903		2,424		2,123		1,993
Accumulated other comprehensive income (loss), net	(822	)	(850	)	(119	)	(89	)
Total Celanese Corporation stockholders’ equity	1,915		1,341		1,835		1,730
Noncontrolling interests	—		—		—		—
Total equity	1,915		1,341		1,835		1,730
Total liabilities and equity	8,965		8,518		9,068		9,000

See the accompanying notes to the unaudited interim consolidated financial statements.

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF EQUITY


					Three Months Ended
	Nine Months Ended				March 31, 2013
	September 30, 2012				Shares	Amount
	Shares		Amount			As Adjusted (Note 1)
	(In $ millions, except share data)				(In $ millions, except share data)
Series A Common Stock
Balance as of the beginning of the period	156,463,811		—		159,642,401	—
Stock option exercises	3,515,105		—		36,900	—
Purchases of treasury stock	(853,388	)	—		—	—
Stock awards	102,693		—		793	—
Balance as of the end of the period	159,228,221		—		159,680,094	—
Treasury Stock
Balance as of the beginning of the period	22,921,294		(860	)	23,986,836	(905	)
Purchases of treasury stock, including related fees	853,388		(37	)	—	—
Balance as of the end of the period	23,774,682		(897	)	23,986,836	(905	)
Additional Paid-In Capital
Balance as of the beginning of the period			627			731
Stock-based compensation, net of tax			15			4
Stock option exercises, net of tax			89			1
Balance as of the end of the period			731			736
Retained Earnings
Balance as of the beginning of the period			2,424			1,993
Net earnings (loss) attributable to Celanese Corporation			510			142
Series A common stock dividends			(31	)		(12	)
Balance as of the end of the period			2,903			2,123
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period			(850	)		(89	)
Other comprehensive income (loss)			28
Other comprehensive income (loss), net of tax						(30	)
Balance as of the end of the period			(822	)		(119	)
Total Celanese Corporation stockholders’ equity			1,915			1,835
Noncontrolling Interests
Balance as of the beginning of the period			—			—
Net earnings (loss) attributable to noncontrolling interests			—			—
Balance as of the end of the period			—			—
Total equity			1,915			1,835

See the accompanying notes to the unaudited interim consolidated financial statements.

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS


					Three Months Ended
	Nine Months Ended				March 31,
	September 30,				2013		2012
	2012		2011				As Adjusted (Note 1)
	(In $ millions)				(In $ millions)
Operating Activities
Net earnings (loss)	510		512		142		193
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Other charges (gains), net of amounts used	(13	)	(8	)	(4	)	(4	)
Depreciation, amortization and accretion	236		231		80		77
Pension and postretirement benefit expense					(5	)	3
Pension and postretirement contributions					(19	)	(66	)
Deferred income taxes, net	(96	)	7		(8	)	(91	)
(Gain) loss on disposition of businesses and assets, net	2		—		1		—
Refinancing expense	—		3		—		—
Other, net	85		49		2		72
Operating cash provided by (used in) discontinued operations	—		(9	)	1		—
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net	(62	)	(175	)	(100	)	(47	)
Inventories	1		(167	)	(55	)	(32	)
Other assets	15		3		(7	)	19
Trade payables - third party and affiliates	58		77		36		123
Other liabilities	(75	)	(42	)	83		(32	)
Net cash provided by (used in) operating activities	661		481		147		215
Investing Activities
Capital expenditures on property, plant and equipment	(270	)	(241	)	(74	)	(106	)
Acquisitions, net of cash acquired	(23	)	(8	)	—		(23	)
Proceeds from sale of businesses and assets, net	1		6		—		—
Deferred proceeds from Kelsterbach plant relocation	—		158
Capital expenditures related to Kelsterbach plant relocation	(43	)	(174	)	(3	)	(21	)
Other, net	(62	)	(37	)	(10	)	(5	)
Net cash provided by (used in) investing activities	(397	)	(296	)	(87	)	(155	)
Financing Activities
Short-term borrowings (repayments), net	(7	)	(20	)	(19	)	10
Proceeds from short-term debt					24		24
Repayments of short-term debt					(24	)	(24	)
Proceeds from long-term debt	—		411		50		—
Repayments of long-term debt	(32	)	(562	)	(55	)	(8	)
Refinancing costs	—		(8	)
Purchases of treasury stock, including related fees	(37	)	(28	)	—		(20	)
Stock option exercises	58		19		1		7
Series A common stock dividends	(31	)	(25	)	(12	)	(10	)
Preferred stock dividends	—		—
Other, net	28		(11	)	—		—
Net cash provided by (used in) financing activities	(21	)	(224	)	(35	)	(21	)
Exchange rate effects on cash and cash equivalents	3		3		(6	)	6
Net increase (decrease) in cash and cash equivalents	246		(36	)	19		45
Cash and cash equivalents as of beginning of period	682		740		959		682
Cash and cash equivalents as of end of period	928		704		978		727

See the accompanying notes to the unaudited interim consolidated financial statements.

CELANESE CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM 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.

Definitions

In this Quarterly 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.

Basis of Presentation

The unaudited interim consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012 contained in this Quarterly Report on Form 10-Q ("Quarterly Report") were prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for all periods presented. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.

In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with US GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of and for the year ended December 31, ~~2011~~2012, filed on February ~~10, 2012~~8, 2013 with the SEC as part of the Company’s Annual Report on Form 10-K.

Operating results for the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 are not necessarily indicative of the results to be expected for the entire year.

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 Quarterly 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.

Estimates and Assumptions

The preparation of unaudited interim 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 unaudited interim 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.

Change in accounting policy regarding pension and other postretirement benefits

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 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. 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 prior periods has been retrospectively adjusted (Note 18).

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



	Three Months Ended March 31, 2012
	As Previously Reported		Effect of Change		As Adjusted
	(In $ millions, except per share data)
Cost of sales	(1,363	)	4		(1,359	)
Gross profit	270		4		274
Selling, general and administrative expenses	(134	)	8		(126	)
Research and development expenses	(26	)	1		(25	)
Operating profit (loss)	98		13		111
Earnings (loss) from continuing operations before tax	107		13		120
Income tax (provision) benefit	76		(3	)	73
Earnings (loss) from continuing operations	183		10		193
Net earnings (loss)	183		10		193
Net earnings (loss) attributable to Celanese Corporation	183		10		193
Earnings (loss) per common share - basic
Continuing operations	1.17		0.06		1.23
Discontinued operations	—		—		—
Net earnings (loss) - basic	1.17		0.06		1.23
Earnings (loss) per common share - diluted
Continuing operations	1.15		0.06		1.21
Discontinued operations	—		—		—
Net earnings (loss) - diluted	1.15		0.06		1.21

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



	Three Months Ended March 31, 2012
	As Previously Reported	Effect of Change		As Adjusted
	(In $ millions)
Net earnings (loss)	183	10		193
Pension and postretirement benefits	6	(10	)	(4	)
Total other comprehensive income (loss), net of tax	33	(10	)	23
Total comprehensive income (loss), net of tax	216	—		216
Comprehensive (income) loss attributable to Celanese Corporation	216	—		216

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



	As of December 31, 2012
	As Previously Reported		Effect of Change		As Adjusted
	(In $ millions)
Retained earnings	2,986		(993	)	1,993
Accumulated other comprehensive income (loss), net	(1,082	)	993		(89	)

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 statement of cash flows is as follows:



	Three Months Ended March 31, 2012
	As Previously Reported		Effect of Change		As Adjusted
	(In $ millions)
Net earnings (loss)	183		10		193
Pension and postretirement benefit expense	—		3		3
Pension and postretirement contributions	—		(66	)	(66	)
Deferred income taxes, net	(94	)	3		(91	)
Other liabilities	(82	)	50		(32	)

The retrospective effect of the change in accounting policy for pension and other postretirement benefits to the business segment financial information (Note 18) is as follows:



	Three Months Ended March 31, 2012
	As Previously Reported		Effect of Change	As Adjusted
	(In $ millions)
Operating Profit (Loss)
Advanced Engineered Materials	21		3	24
Consumer Specialties	39		1	40
Industrial Specialties	19		1	20
Acetyl Intermediates	60		2	62
Other Activities	(41	)	6	(35	)
Total	98		13	111

2. Recent Accounting Pronouncements

In ~~July 2012,~~March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2012-02,~~2013-05, ~~Testing Indefinite-Lived Intangible~~Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets ~~for Impairment~~within a Foreign Entity or of an Investment in a Foreign Entity, an amendment to FASB Accounting Standards Codification ("ASC") Topic ~~350,~~830, ~~Intangibles - Goodwill and Other~~Foreign Currency Matters ("FASB ASC Topic ~~350"~~830"). The update ~~provides an~~clarifies that complete or substantially complete liquidation of a foreign entity with the option first to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived intangible asset is impaired. After assessing the qualitative factors, if an entity determines that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. If an entity concludes otherwise, then it is required to ~~determine~~release the ~~fair value~~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 ~~indefinite-lived intangible asset~~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 ~~perform the quantitative impairment test. The~~consolidation occurs. This ASU is effective ~~for the Company for annual and interim impairment tests performed~~ for fiscal years beginning after ~~September~~December 15, ~~2012. Early adoption was permitted.~~2013. The Company ~~did not early adopt~~will apply the ~~provisions~~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 ~~this ASU; however,~~ 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~~is still assessing the potential impact of adopting this ~~ASU to be material to the Company's financial position, results of operations or cash flows.~~guidance.

3. Acquisitions, Dispositions, Ventures and Plant Closures

Acquisitions

OnIn January 3, 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 Emulsions business (Note 6). ~~In February 2011, the Company acquired a business primarily consisting of emulsions process technology from Crown Paints Limited. Both of the~~The acquired operations are included in the Industrial Specialties segment. Pro forma financial information since the ~~respective~~ acquisition ~~dates~~date has not been provided as the ~~acquisitions~~acquisition 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, Fair Value Measurement ("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 ~~respective~~ acquisition date.

~~Plant Closures~~

~~• Spondon, Derby, United Kingdom~~

In August 2010, the Company announced it would consolidate its global acetate manufacturing capabilities by closing its acetate flake and tow manufacturing operations in Spondon, Derby, United Kingdom. The Company expects to serve its acetate customers under this proposal by optimizing its global production network, which includes facilities in Lanaken, Belgium; Narrows, Virginia; and Ocotlan, Mexico, as well as the Company's acetate affiliate facilities in China. The Company expects the closure of the acetate flake and tow manufacturing operations in Spondon, Derby, United Kingdom to occur during the three months ending December 31, 2012. The Spondon, Derby, United Kingdom operations are included in the Consumer Specialties segment.

~~• Pardies, France~~

In July 2009, the Company completed the consultation process with the workers council on its "Project of Closure" and social plan related to the Company’s Pardies, France facility pursuant to which the Company ceased all manufacturing operations and associated activities in December 2009. The Pardies, France operations are included in the Acetyl Intermediates segment.

4. Marketable Securities, at Fair Value

The Company’s captive insurance companies and nonqualified trusts hold available-for-sale securities for capitalization and funding requirements, respectively.

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	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Mutual Funds
Amortized cost	56	64	49	53
Gross unrealized gain	—	—	—	—
Gross unrealized loss	—	—	—	—
Fair value	56	64	49	53

See Note 16, Fair Value Measurements, for additional information regarding the fair value of the Company's marketable securities.

5. Inventories


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Finished goods	511	511	560	514
Work-in-process	40	38	52	42
Raw materials and supplies	160	163	146	155
Total	711	712	758	711

6. Goodwill and Intangible Assets, Net

Goodwill


	Advanced Engineered Materials	Consumer Specialties	Industrial Specialties	Acetyl Intermediates	Total	Advanced Engineered Materials		Consumer Specialties		Industrial Specialties		Acetyl Intermediates		Total
	(In $ millions)					(In $ millions)
As of December 31, 2011
As of December 31, 2012
Goodwill	294	246	35	185	760	297		249		42		189		777
Accumulated impairment losses	—	—	—	—	—	—		—		—		—		—
Net book value	294	246	35	185	760	297		249		42		189		777
Acquisitions (Note 3)	—	—	7	—	7
Exchange rate changes	—	1	—	—	1	(4	)	(4	)	(1	)	(6	)	(15	)
As of September 30, 2012
As of March 31, 2013
Goodwill	294	247	42	185	768	293		245		41		183		762
Accumulated impairment losses	—	—	—	—	—	—		—		—		—		—
Net book value	294	247	42	185	768	293		245		41		183		762

The Company assesses the recoverability of the carrying value of its reporting unit goodwill 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 test, the Company did not record an impairment loss to goodwill during the nine months ended September 30, 2012.

Intangible Assets, Net

Finite-lived intangibles are as follows:


	Licenses		Customer- Related Intangible Assets		Developed Technology		Covenants Not to Compete and Other		Total			Licenses		Customer- Related Intangible Assets		Developed Technology		Covenants Not to Compete and Other		Total
	(In $ millions)											(In $ millions)
Gross Asset Value
As of December 31, 2011	32		513		27		22		594
Acquisitions (Note 3)	—		4		3		6		13		⁽¹⁾
As of December 31, 2012												32		525		30		32		619
Acquisitions												—		—		—		4		4		⁽¹⁾
Exchange rate changes	—		—		—		—		—			—		(11	)	—		—		(11	)
As of September 30, 2012	32		517		30		28		607
As of March 31, 2013												32		514		30		36		612
Accumulated Amortization
As of December 31, 2011	(13	)	(433	)	(14	)	(18	)	(478	)
As of December 31, 2012												(16	)	(480	)	(17	)	(23	)	(536	)
Amortization	(2	)	(30	)	(2	)	(4	)	(38	)		(1	)	(9	)	(1	)	—		(11	)
Exchange rate changes	—		—		—		—		—			—		10		—		—		10
As of September 30, 2012	(15	)	(463	)	(16	)	(22	)	(516	)
As of March 31, 2013												(17	)	(479	)	(18	)	(23	)	(537	)
Net book value	17		54		14		6		91			15		35		12		13		75


⁽¹⁾	Weighted average amortization period ~~of intangible assets acquired was~~is 620 years.

Indefinite-lived intangibles are as follows:



	Trademarks and Trade Names
	(In $ millions)
As of December 31, ~~2011~~2012	8182
Acquisitions (~~Note 3~~)	2—
Exchange rate changes	—(2	)
As of ~~September 30, 2012~~March 31, 2013	8380

The Company’s trademarks and trade names have an indefinite life. ~~Accordingly, no amortization expense is recorded on these intangible assets.~~ For the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013, the Company did not renew or extend any intangible assets.

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


	(In $ millions)	(In $ millions)
2013	32
2014	21	21
2015	10	10
2016	7	7
2017	6	6
2018		3

The Company assesses the recoverability of the carrying value 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. In connection with the Company's annual indefinite-lived intangible assets impairment test, the Company did not record an impairment loss to indefinite-lived intangible assets during the nine months ended September 30, 2012.

7. Current Other Liabilities


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Salaries and benefits	85	101	74	74
Environmental (Note 11)	19	25	21	21
Restructuring (Note 13)	37	44	25	30
Insurance	17	19	14	15
Asset retirement obligations	39	22	31	38
Derivatives (Note 15)	19	26	18	23
Current portion of benefit obligations	47	47	47	47
Interest	41	25	37	23
Sales and use tax/foreign withholding tax payable	23	16	18	17
Uncertain tax positions	64	70	60	65
Customer rebates			38	44
Other	116	144	76	78
Total	507	539	459	475

8. Noncurrent Other Liabilities


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Environmental (Note 11)	83	71	73	78
Insurance	59	64	61	58
Deferred revenue	36	40	34	36
Deferred proceeds⁽¹⁾	891	892	882	909
Asset retirement obligations	28	42	25	26
Derivatives (Note 15)	12	13	4	8
Income taxes payable	3	2	3	2
Other	30	29	41	35
Total	1,142	1,153	1,123	1,152


⁽¹⁾	Primarily relates to 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 (Note 20). Such proceeds will be deferred until ~~the transfer of~~ title transfers to the Frankfurt, Germany Airport.

9. Debt


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Short-Term Borrowings and Current Installments of Long-term Debt - Third Party and Affiliates
Current installments of long-term debt	42	38	23	60
Short-term borrowings, including amounts due to affiliates	99	106	89	108
Total	141	144	112	168

The Company's weighted average interest rate on short-term borrowings, including amounts due to affiliates, was ~~4.4%~~4.6% as of ~~September 30, 2012~~March 31, 2013 compared to ~~4.3%~~4.0% as of December 31, ~~2011~~2012.



	As of March 31, 2013		As of December 31, 2012
	(In $ millions)
Long-Term Debt
Senior credit facilities - Term C loan due 2016	967		977
Senior unsecured notes due 2018, interest rate of 6.625%	600		600
Senior unsecured notes due 2021, interest rate of 5.875%	400		400
Senior unsecured notes due 2022, interest rate of 4.625%	500		500
Credit-linked revolving facility due 2014, interest rate of 1.7%	100		50
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030	169		182
Obligations under capital leases due at various dates through 2054	246		244
Other bank obligations	—		37
Subtotal	2,982		2,990
Current installments of long-term debt	(23	)	(60	)
Total	2,959		2,930

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.

1215

As of As of
September 30,
2012 December 31,
2011
(In $ millions)
Long-Term Debt
Senior credit facilities - Term C loan due 2016 1,375
1,386
Senior unsecured notes due 2018, interest rate of 6.625% 600
600
Senior unsecured notes due 2021, interest rate of 5.875% 400
400
Pollution control and industrial revenue bonds, interest rates ranging from 5.7% to 6.7%, due at various dates through 2030 182
182
Obligations under capital leases due at various dates through 2054 237
248
Other bank obligations, interest rates ranging from 6.2% to 6.3%, due at various dates through 2017 87
95
Subtotal 2,881
2,911
Current installments of long-term debt (42 ) (38 )
Total 2,839
2,873

~~Senior~~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 of 1933, as amended (the "Securities Act").~~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, plus a "make-whole" premium as specified in the Indenture.~~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 each of the domestic subsidiaries of Celanese US that guarantee its obligations under its senior secured credit facilities (the "Subsidiary Guarantors").

The Indenture 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; engage in transactions with affiliates; or engage in other businesses.

~~In May 2011, Celanese US completed an offering of~~ ~~$400 million~~6.625% ~~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~~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 accrued and unpaid interest, if any, to the redemption date, plus a "make-whole" premium as specified in~~ the First and Second Supplemental ~~Indenture. 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.~~

~~The First Supplemental Indenture contains~~Indentures 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.

Senior Credit Facilities

In September 2010, Celanese US, Celanese, and certain of the domestic subsidiaries of Celanese US entered into an amendment agreement ~~(the "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 as of April 2, 2007 (as previously amended,

the "Existing Credit Agreement", and as amended and restated by the ~~Amendment Agreement,~~amendment agreement, the "Amended Credit Agreement"). ~~Our~~The Amended Credit Agreement consists 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 ~~through its subsidiaries,~~ prepaid its outstanding Term B loan facility under the ~~Amendment~~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.

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

The margin for borrowings under the revolving credit facility is currently 2.5% above LIBOR or EURIBOR, as applicable, subject to increase or reduction in certain circumstances based on changes in the Company’s corporate credit ratings. Borrowings under the credit-linked revolving facility and the Term C loan facility bear interest at a variable interest rate based on LIBOR (for US dollars) or EURIBOR (for Euros), plus a margin which varies based on the Company's net leverage ratio.

The estimated net leverage ratio and margin are as follows:


	As of September 30, 2012			As of March 31, 2013
	Estimated Total Net Leverage Ratio	Estimated Margin		Estimated Total Net Leverage Ratio	Estimated Margin
Credit-linked revolving facility	1.50	1.50	%	1.56	1.50	%
Term C	1.50	2.75	%	1.56	2.75	%

The margin on each facility may increase or decrease 0.25% based on the following:



Credit-Linked Revolving Facility		Term C Loan Facility
Total Net Leverage Ratio	Margin over LIBOR or EURIBOR	Total Net Leverage Ratio	Margin over LIBOR or EURIBOR
< = 2.25	1.50%	< = 1.75	2.75%
> 2.25	1.75%	> 1.75 and < = 2.25	3.00%
		> 2.25	3.25%

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.

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 as of April 2, 2007.

As a condition to borrowing funds or requesting letters of credit be issued under the revolving 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 and the borrowing capacity under the revolving credit facility are as follows:

As of September 30, 2012
First Lien Senior Secured Leverage Ratio
Estimate, if Fully Borrowing
Maximum Estimate Drawn Capacity
(In $ millions)
Revolving credit facility 3.90 1.15 1.63 600



	As of March 31, 2013
	First Lien Senior Secured Leverage Ratio
			Estimate, if Fully Drawn	Borrowing Capacity
	Maximum	Estimate	Estimate, if Fully Drawn	Borrowing Capacity
				(In $ millions)
Revolving credit facility	3.90	0.91	1.41	600

The balances available for borrowing are as follows:



	As of
	~~September 30, 2012~~ March 31, 2013
	(In $ millions)
Revolving Credit Facility
Borrowings outstanding	—
Letters of credit issued	—
Available for borrowing	600
Credit-Linked Revolving Facility
Borrowings outstanding	100
Letters of credit issued	7078
Available for borrowing	~~158~~50

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.

The Amended Credit Agreement also maintains a number of events of default, including a ~~failure to make any payment of principal or interest when due, a~~ cross default to other debt of Celanese, Celanese US, or their subsidiaries, including the ~~6.625% Notes and 5.875%~~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.

The Company is in compliance with all of the covenants related to its debt agreements as of ~~September 30, 2012~~March 31, 2013.

In anticipation of a possible change in pension accounting policy, in January 2013, the Company entered into a non-material amendment to the 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 Amended Credit Agreement in other, non-material respects.

10. Benefit Obligations

As discussed in Note 1, effective January 1, 2013 the Company elected to change its 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. This accounting change has been applied retrospectively to all periods presented.

The components of net periodic benefit costs are as follows:


																	Pension Benefits				Postretirement Benefits
	Pension Benefits				Postretirement Benefits			Pension Benefits					Postretirement Benefits				Three Months Ended March 31,
	Three Months Ended September 30,							Nine Months Ended September 30,									2013		2012		2013	2012
	2012		2011		2012	2011		2012		2011			2012		2011				As Adjusted (Note 1)			As Adjusted (Note 1)
	(In $ millions)							(In $ millions)									(In $ millions)
Service cost	7		7		—	—		21		21		��	1		1		9		7		1	—
Interest cost	42		45		3	3		127		136			9		9		39		43		2	3
Expected return on plan assets	(51	)	(50	)	—	—		(154	)	(151	)		—		—		(56	)	(51	)	—	—
Recognized actuarial (gain) loss	14		7		—	(1	)	43		22			(1	)	(2	)	—		—		—	—
Prior service credit	—		1		—	—		1		1			—		—
Amortization of prior service cost (credit)																	—		1		—	—
Curtailment (gain) loss	—		—		—	—		—		(1	)		—		—		—		—		—	—
Total	12		10		3	2		38		28			9		8		(8	)	—		3	3

Commitments to fund benefit obligations during ~~2012~~2013 are as follows:

As of
September 30, 2012 Expected for 2012
(In $ millions)
Cash contributions to defined benefit pension plans⁽¹⁾
119
144

Benefit payments to nonqualified pension plans 17
21

Benefit payments to other postretirement benefit plans 18
25


⁽¹⁾	~~Includes~~ ~~$15 million~~ ~~of discretionary contributions as of~~ ~~September 30, 2012~~ ~~and~~ ~~$15 million~~ ~~of expected discretionary contributions.~~



	As of March 31, 2013	Expected for 2013
	(In $ millions)
Cash contributions to defined benefit pension plans	9	30
Benefit payments to nonqualified pension plans	6	22
Benefit payments to other postretirement benefit plans	4	24

The Company’s estimates of its US defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.

The Company participates in a multiemployer defined benefit plan in Germany covering certain employees. The Company’s contributions to the multiemployer defined benefit plan are based on specified percentages of employee contributions and totaled $42 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013.

11. 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.

The components of environmental remediation reserves are as follows:


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Demerger obligations (Note 17)	34	34	28	31
Divestiture obligations (Note 17)	22	24	21	21
Active sites	28	20	26	28
US Superfund sites	15	14	15	15
Other environmental remediation reserves	3	4	4	4
Total	102	96	94	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, 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 17). 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.

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 ~~within~~on a small section of the river. The Company has also been 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 seeks recovery of past and future clean-up costs, as well as unspecified economic damages, punitive damages, penalties and a variety of other forms of relief arising from alleged discharges into the Lower Passaic River.

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 ~~to date,~~ the EPA has not taken further action. The contamination allegedly released by the Company is likely an insignificant aspect of the final remedy, which would consequently limit the ultimate contribution from the Company. Because the RI/FS is still ongoing, and the EPA has not finalizedannounced its ~~study or the scope of requested cleanup, and~~intention to issue a proposed plan in 2013. 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 US Environmental Protection Agency Region 5 ("EPA") 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, we do 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.

12. 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 Company’s Amended Credit Agreement ~~the~~ ~~6.625%~~ ~~Notes~~ and the ~~5.875%~~Senior Notes.

On ~~April 23, 2012, the Company announced that its Board of Directors approved a~~ ~~25%~~ ~~increase in the Company's quarterly Common Stock cash dividend. The Board of Directors increased the quarterly dividend rate from~~ ~~$0.06~~ to ~~$0.075~~ ~~per share of Common Stock on a quarterly basis and~~ ~~$0.24~~ to ~~$0.30~~ ~~per share of Common Stock on an annual basis beginning in~~ ~~August 2012~~.

Treasury Stock

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



	Authorized Amount
	(In $ millions)
February 2008	400
October 2008	100
April 2011	129
October 2012	264
As of ~~September 30, 2012~~March 31, 2013	~~629~~893

The authorization gives management discretion in determining the timing and conditions under which shares may be repurchased. The repurchase program does not have an expiration date.

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


	Nine Months Ended				Total From February 2008 Through
	September 30,				Total From February 2008 Through		Three Months Ended March 31,				Total From February 2008 Through March 31, 2013
	2012		2011		September 30, 2012		2013		2012
Shares repurchased	853,388		591,356		12,936,196		—		444,901		Total From February 2008 Through March 31, 2013	13,142,527	⁽¹⁾
Average purchase price per share	$	43.19	$	47.37	$	38.12	$	—	$	46.34	$	38.14
Amount spent on repurchased shares (in millions)	$	37	$	28	$	493	$	—	$	20	$	501


⁽¹⁾	Excludes 5,823 shares withheld from employee to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.

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.

1720

Other Comprehensive Income (Loss), Net


													Three Months Ended March 31,
	Three Months Ended September 30,												2013						2012
	2012						2011						Gross Amount		Income Tax (Provision) Benefit		Net Amount		Gross Amount			Income Tax (Provision) Benefit		Net Amount
	Gross Amount		Income Tax (Provision) Benefit		Net Amount		Gross Amount		Income Tax (Provision) Benefit		Net Amount								As Adjusted (Note 1)
	(In $ millions)												(In $ millions)
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—		—		—		—		—			—		—
Foreign currency translation	28		—		28		(69	)	—		(69	)	(31	)	—		(31	)	26			—		26
Unrealized gain (loss) on interest rate swaps	(2	)	—		(2	)	7		(2	)	5
Gain (loss) on interest rate swaps													2		(1	)	1		2			(1	)	1
Pension and postretirement benefits	15		(5	)	10		6		(2	)	4		—		—		—		(1	)	⁽¹⁾	(3	)	(4	)
Total	41		(5	)	36		(56	)	(4	)	(60	)	(29	)	(1	)	(30	)	27			(4	)	23

Nine Months Ended September 30,
2012 2011
Gross
Amount Income
Tax
(Provision)
Benefit Net
Amount Gross
Amount Income
Tax
(Provision)
Benefit Net
Amount
(In $ millions)
Unrealized gain (loss) on marketable securities —
—
—
—
—
—
Foreign currency translation 4
—
4
18
—
18
Unrealized gain (loss) on interest rate swaps (1 ) —
(1 ) 22
(8 ) 14
Pension and postretirement benefits 41
(16 ) 25
19
(7 ) 12
Total 44
(16 ) 28
59
(15 ) 44


⁽¹⁾	Amount includes amortization of actuarial losses of $2 million related to the Company's equity method investments' pension plans.

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



	Unrealized Gain (Loss) on Marketable Securities		Foreign Currency Translation		Gain (Loss) on Interest Rate Swaps			Pension and Postretire- ment Benefits			Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2012 - As Adjusted (Note 1)	(1	)	(23	)	(50	)		(15	)		(89	)
Other comprehensive income before reclassifications	—		(31	)	—			—			(31	)
Amounts reclassified from accumulated other comprehensive income	—		—		2		⁽¹⁾	—		⁽²⁾	2
Income tax (provision) benefit	—		—		(1	)		—			(1	)
As of March 31, 2013	(1	)	(54	)	(49	)		(15	)		(119	)

Unrealized
Gain (Loss) on
Marketable
Securities

Foreign
Currency
Translation

Unrealized
Gain (Loss)
on Interest
Rate Swaps

Pension and
Postretire-
ment
Benefits

Accumulated
Other
Comprehensive
Income
(Loss), Net
(In $ millions)
As of December 31, 2011 (1 ) (28 ) (57 ) (764 ) (850 )
Current period change —
4
(1 ) 41
44
Income tax (provision) benefit —
—
—
(16 ) (16 )
As of September 30, 2012 (1 ) (24 ) (58 ) (739 ) (822 )


⁽¹⁾	This accumulated other comprehensive income component is related to interest rate swaps and is included in interest expense (Note 15).


⁽²⁾	This accumulated other comprehensive income component is the amortization of prior service cost included in net periodic benefit cost (Note 10).

13. Other (Charges) Gains, Net

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
(In $ millions)
Employee termination benefits (1 ) (5 ) (2 ) (18 )
Kelsterbach plant relocation (Note 20)
(3 ) (14 ) (5 ) (43 )
Plumbing actions (Note 17)
4
2
4
6
Commercial disputes 2
(7 ) 2
15
Other —
—
—
1
Total 2
(24 ) (1 ) (39 )

~~2012~~



	Three Months Ended
	March 31,
	2013		2012
	(In $ millions)
Employee termination benefits	(2	)	—
Kelsterbach plant relocation (Note 20)	(2	)	—
Total	(4	)	—

~~No significant Other (charges) gains, net were incurred during~~During the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013.

~~2011~~

~~As a result of the Company's Pardies, France Project of Closure and the planned closure of the Company's Spondon, Derby, United Kingdom facility (Note 3~~), the Company recorded $~~4 million~~ ~~and $3 million, respectively, of employee termination benefits during the~~ ~~nine months endedSeptember 30, 2011. Additionally, the Company recorded~~ $52 million of employee termination benefits ~~during the nine months ended~~ ~~September 30, 2011~~related to ~~the relocation of the Company's polyacetal ("POM") operations located in Kelsterbach, Germany (Note 20~~).

~~During the~~ ~~nine months endedSeptember 30, 2011, the Company received consideration of~~ ~~$17 million~~ ~~in connection with the settlement of~~ a ~~claim against a bankrupt supplier (Note 17). In addition, the Company also recovered an additional~~ ~~$4 million~~ ~~from the settlement of an unrelated commercial dispute. These commercial dispute resolutions are~~business optimization project which is included in the Industrial Specialties and Acetyl Intermediates ~~segment.~~segments.

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


	Advanced Engineered Materials		Consumer Specialties		Industrial Specialties	Acetyl Intermediates		Other		Total		Advanced Engineered Materials		Consumer Specialties		Industrial Specialties	Acetyl Intermediates		Other		Total
	(In $ millions)											(In $ millions)
Employee Termination Benefits
As of December 31, 2011	8		18		—	5		11		42
As of December 31, 2012												6		13		—	3		7		29
Additions	—		4		—	—		—		4		—		—		1	1		—		2
Cash payments	(2	)	(1	)	—	(3	)	(3	)	(9	)	(1	)	(3	)	—	—		(2	)	(6	)
Other changes	—		—		—	—		(2	)	(2	)	—		—		—	—		—		—
Exchange rate changes	—		1		—	—		—		1		—		—		—	—		—		—
As of September 30, 2012	6		22		—	2		6		36
As of March 31, 2013												5		10		1	4		5		25
Plant/Office Closures
As of December 31, 2011	—		—		—	1		1		2
As of December 31, 2012												—		—		—	1		—		1
Additions	—		—		—	—		—		—		—		—		—	—		—		—
Cash payments	—		—		—	—		—		—		—		—		—	—		—		—
Other changes	—		—		—	—		(1	)	(1	)	—		—		—	—		—		—
Exchange rate changes	—		—		—	—		—		—		—		—		—	(1	)	—		(1	)
As of September 30, 2012	—		—		—	1		—		1
As of March 31, 2013												—		—		—	—		—		—
Total	6		22		—	3		6		37		5		10		1	4		5		25

14. Income Taxes

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Effective income tax rate 31 % 17 % 6 % 23 %



	Three Months Ended
	March 31,
	2013		2012
			As Adjusted (Note 1)
Effective income tax rate	35	%	(61	)%

~~For~~The effective income tax rate for the three months ended ~~September 30,~~March 31, 2012, would have been 19% excluding the ~~higher effective tax rate is primarily due to changes in uncertain tax positions and increases in losses in jurisdictions not providing tax benefits. The lower effective rate for the~~ ~~nine months endedSeptember 30, 2012~~ ~~is primarily due to~~recognition of foreign tax credit carryforwards, partially offset by the reassessment of certain permanently reinvested foreign earnings. As compared to the three months endedMarch 31, 2012, absent the effect of these events, the increase in the effective income tax rate for the three months endedMarch 31, 2013 was primarily due to losses in jurisdictions without income tax benefit, increased earnings in high income tax jurisdictions and reassessment of the recoverability of deferred tax ~~charges related to changes~~assets in ~~assessment regarding permanent reinvestment of~~ certain ~~foreign earnings.~~jurisdictions.

During the three months ended March 31, 2012, the Company ~~determined that it was beneficial to amend~~amended certain prior year income tax returns to recognize the benefit of available foreign tax credit carryforwards. As a result, the Company recognized a tax benefit of $142 million. The available foreign tax credits are subject to a ten year carryforward period and expire beginning 2014 through 2021. The Company expects to fully utilize the credits within the prescribed carryforward period.

OnIn February ~~15,~~ 2012, the Company amended its existing joint venture and other related agreements with its venture partner in Polyplastics ~~Co.,~~Company, Ltd ("Polyplastics"). The amended agreements ("Agreements"), among other items, modified certain dividend rights, resulting in a 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 that was recorded to Income tax provision (benefit) in the unaudited interim consolidated statement of operations during the three months ended March 31, 2012, related to the taxable outside basis difference of its investment in Polyplastics.

On January 2, 2013, the US enacted the American Taxpayer Relief Act of 2012 (the “2012 Tax Relief Act”). The 2012 Tax Relief Act extends many expired corporate income tax provisions through 2013, including the research and development credit, the look-through treatment of payments between related controlled foreign corporations, the active financing exception and

bonus depreciation, including retroactive application to January 1, 2012. These provisions did not have a significant impact on the Company.

Liabilities for uncertain tax positions and related interest and penalties are recorded in Uncertain tax positions and current Other liabilities in the unaudited consolidated balance sheets. For the three months endedMarch 31, 2013, the Company's uncertain tax positions increased $4 million due to interest and changes in uncertain tax positions in certain jurisdictions, and decreased $6 million due to exchange rate changes.

The Company's US tax returns for the years 2009 ~~and~~ ~~2010~~ through 2011 are currently under audit by the US Internal Revenue Service and certain of the Company's subsidiaries are under audit in jurisdictions outside of the US. In addition, certain statutes of limitations are scheduled to expire in the near future. It is reasonably possible that a further change in the unrecognized tax benefits may occur within the next twelve months related to the settlement of ~~any~~one or more of these audits or the lapse of applicable statutes of limitations. Such amounts have been reflected asin the current portion of uncertain tax positions (Note 7).

15. Derivative Financial Instruments

Interest Rate Risk Management

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 9). 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 arrangements are as follows:

As of September 30, 2012

As of March 31, 2013

Notional Value

Effective Date

Expiration Date

Fixed Rate ⁽¹⁾

Notional Value

Effective Date

Expiration Date

Fixed Rate ⁽¹⁾

(In $ millions)

1,100

January 2, 2012

January 2, 2014

1.71

January 2, 2012

January 2, 2014

1.71

500

January 2, 2014

January 2, 2016

1.02

January 2, 2014

January 2, 2016

1.02


⁽¹⁾	Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).

As of December 31, 2011
Notional Value Effective Date Expiration Date
Fixed Rate ⁽¹⁾
(In $ millions)
800
April 2, 2007 January 2, 2012 4.92 %
400
January 2, 2008 January 2, 2012 4.33 %
200
April 2, 2009 January 2, 2012 1.92 %
1,100
January 2, 2012 January 2, 2014 1.71 %



As of December 31, 2012
Notional Value	Effective Date	Expiration Date	Fixed Rate ⁽¹⁾
(In $ millions)
1,100	January 2, 2012	January 2, 2014	1.71	%
500	January 2, 2014	January 2, 2016	1.02	%


⁽¹⁾	Fixes the LIBOR portion of the Company's US-dollar denominated variable rate borrowings (Note 9).

Foreign Exchange Risk Management

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, Derivatives and Hedging ("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 unaudited interim 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 unaudited interim consolidated statements of operations.

2023

Gross notional values of the foreign currency forwards and swaps are as follows:

As of As of
September 30,
2012 December 31,
2011
(In $ millions)
Total 858
896



	As of March 31, 2013	As of December 31, 2012
	(In $ millions)
Total	802	902

Commodity Risk Management

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.

In addition, the Company occasionally enters into financial derivatives to hedge a component of a raw material or energy source. Typically, these types of transactions do not qualify for hedge accounting. These instruments are marked to market at each reporting period and gains (losses) are included in Cost of sales in the unaudited interim consolidated statements of operations. ~~The Company recognized no gain or loss from these types of contracts during~~During the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011. As of~~ ~~September 30,~~ 2012, the Company did not have any open financial derivative contracts for commodities.

Information regarding changes in the fair value of the Company’s derivative arrangements is as follows:


	Three Months Ended					Three Months Ended						Three Months Ended					Three Months Ended
	September 30, 2012					September 30, 2011						March 31, 2013					March 31, 2012
	Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)			Gain (Loss) Recognized in Other Comprehensive Income (Loss)			Gain (Loss) Recognized in Earnings (Loss)			Gain (Loss) Recognized in Other Comprehensive Income (Loss)		Gain (Loss) Recognized in Earnings (Loss)			Gain (Loss) Recognized in Other Comprehensive Income (Loss)			Gain (Loss) Recognized in Earnings (Loss)
	(In $ millions)											(In $ millions)
Derivatives Designated as Cash Flow Hedges
Interest rate swaps	(6	)	(4	)	⁽¹⁾	(9	)	⁽²⁾	(15	)	⁽¹⁾	—	⁽¹⁾	(4	)	⁽²⁾	(1	)	⁽³⁾	(3	)	⁽²⁾
Derivatives Not Designated as Hedges
Interest rate swaps	—		—		⁽³⁾	—			1		⁽³⁾	—		2		⁽⁴⁾	—			—		⁽⁴⁾
Foreign currency forwards and swaps	—		(13	)	⁽⁴⁾	—			17		⁽⁴⁾	—		3		⁽⁵⁾	—			(4	)	⁽⁵⁾
Total	(6	)	(17	)		(9	)		3			—		1			(1	)		(7	)


⁽¹⁾	Amount excludes $1 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 unaudited interim consolidated statements of operations.


⁽²⁾⁽³⁾	Amount excludes $~~2 million~~ ~~of gains associated with the Company's equity method investments' derivative activity and~~ $21 million of tax expense recognized in Other comprehensive income (loss).


⁽³⁾⁽⁴⁾	Included in Interest expense in the unaudited interim consolidated statements of operations.


⁽⁴⁾	~~Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the unaudited interim consolidated statements of operations.~~

Nine Months Ended Nine Months Ended
September 30, 2012 September 30, 2011

Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)

Gain (Loss)
Recognized in
Earnings (Loss)

Gain (Loss)
Recognized in
Other
Comprehensive
Income (Loss)

Gain (Loss)
Recognized in
Earnings (Loss)

(In $ millions)
Derivatives Designated as Cash Flow Hedges

Interest rate swaps (12 ) (11 )
⁽¹⁾
(26 )
⁽²⁾
(45 )
⁽¹⁾
Derivatives Not Designated as Hedges

Interest rate swaps —
—
⁽³⁾
—
(2 )
⁽³⁾
Foreign currency forwards and swaps —
—
⁽⁴⁾
—
2
⁽⁴⁾
Total (12 ) (11 ) (26 ) (45 )


⁽¹⁾	~~Amount represents reclassification from Accumulated other comprehensive income (loss), net and is included in Interest expense in the unaudited interim consolidated statements of operations.~~


⁽²⁾	~~Amount excludes~~ ~~$1 million~~ ~~of gains associated with the Company's equity method investments' derivative activity and~~ ~~$8 million~~ ~~of tax expense recognized in Other comprehensive income (loss).~~


⁽³⁾	~~Included in Interest expense in the unaudited interim consolidated statements of operations.~~


⁽⁴⁾⁽⁵⁾	Included in Foreign exchange gain (loss), net for operating activity or Other income (expense), net for non-operating activity in the unaudited interim consolidated statements of operations.

See Note 16, Fair Value Measurements, for additional information regarding the fair value of the Company’s derivative arrangements.

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 9).



	As of March 31, 2013	As of December 31, 2012
	(In $ millions)
Derivative Assets
Gross amount recognized	5	2
Gross amount offset in the consolidated balance sheets	—	—
Net amount presented in the consolidated balance sheets	5	2
Gross amount not offset in the consolidated balance sheets	1	2
Net amount	4	—



	As of March 31, 2013	As of December 31, 2012
	(In $ millions)
Derivative Liabilities
Gross amount recognized	23	32
Gross amount offset in the consolidated balance sheets	1	1
Net amount presented in the consolidated balance sheets	22	31
Gross amount not offset in the consolidated balance sheets	1	2
Net amount	21	29

16. 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:

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 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 ~~mutual funds.~~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 Using						Fair Value Measurement Using
	Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Total		Balance Sheet Classification	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Total
		(In $ millions)						(In $ millions)
Mutual funds	Marketable securities, at fair value	56	—		56		Marketable securities, at fair value	49	—		49
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	Current other assets	—	1		1		Current Other assets	—	5		5
Total assets as of September 30, 2012		56	1		57
Derivatives Designated as Cash Flow Hedges
Interest rate swaps	Current other liabilities	—	(15	)	(15	)
Interest rate swaps	Noncurrent other liabilities	—	(12	)	(12	)
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	Current other liabilities	—	(4	)	(4	)
Total liabilities as of September 30, 2012		—	(31	)	(31	)

Mutual funds	Marketable securities, at fair value	64	—		64
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps	Current other assets	—	9		9
Total assets as of December 31, 2011		64	9		73
Total assets as of March 31, 2013							Total assets as of March 31, 2013	49	5		54
Derivatives Designated as Cash Flow Hedges
Interest rate swaps	Current other liabilities	—	(21	)	(21	)	Current Other liabilities	—	(10	)	(10	)
Interest rate swaps	Noncurrent other liabilities	—	(13	)	(13	)	Noncurrent Other liabilities	—	(4	)	(4	)
Derivatives Not Designated as Hedges
Interest rate swaps	Current other liabilities	—	(2	)	(2	)	Current Other liabilities	—	(5	)	(5	)
Foreign currency forwards and swaps	Current other liabilities	—	(3	)	(3	)	Current Other liabilities	—	(3	)	(3	)
Total liabilities as of December 31, 2011		—	(39	)	(39	)
Total liabilities as of March 31, 2013							Total liabilities as of March 31, 2013	—	(22	)	(22	)

Mutual funds							Marketable securities, at fair value	53	—		53
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps							Current Other assets	—	2		2
Total assets as of December 31, 2012							Total assets as of December 31, 2012	53	2		55
Derivatives Designated as Cash Flow Hedges
Interest rate swaps							Current Other liabilities	—	(10	)	(10	)
Interest rate swaps							Noncurrent Other liabilities	—	(7	)	(7	)
Derivatives Not Designated as Hedges
Interest rate swaps							Current Other liabilities	—	(5	)	(5	)
Interest rate swaps							Noncurrent Other liabilities	—	(1	)	(1	)
Foreign currency forwards and swaps							Current Other liabilities	—	(8	)	(8	)
Total liabilities as of December 31, 2012							Total liabilities as of December 31, 2012	—	(31	)	(31	)

2326

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


		Fair Value Measurement Using				Fair Value Measurement Using
	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total	Carrying Amount	Significant Other Observable Inputs (Level 2)	Unobservable Inputs (Level 3)	Total
		(In $ millions)				(In $ millions)
As of September 30, 2012
As of March 31, 2013
Cost investments	155	—	—	—	155	—	—	—
Insurance contracts in nonqualified trusts	66	66	—	66	65	65	—	65
Long-term debt, including current installments of long-term debt	2,881	2,749	237	2,986	2,982	2,850	245	3,095
As of December 31, 2011
As of December 31, 2012
Cost investments	147	—	—	—	156	—	—	—
Insurance contracts in nonqualified trusts	69	69	—	69	66	66	—	66
Long-term debt, including current installments of long-term debt	2,911	2,719	248	2,967	2,990	2,886	244	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 ~~September 30, 2012~~March 31, 2013 and December 31, ~~2011~~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. ~~Additionally, certain noncurrent receivables, principally insurance recoverables, are carried at net realizable value.~~

17. Commitments and Contingencies

The Company is involved in legal and regulatory proceedings, lawsuits, claims and ~~claims~~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, 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 and when determinable, the Company estimates its Possible Loss, 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.

Plumbing Actions

CNA Holdings LLC ("CNA Holdings"), a US subsidiary of the Company, which included the US business now in the Advanced Engineered Materials segment, along with Shell Oil Company ("Shell"), E.I. DuPont de Nemours and Company ("DuPont") and others, has been a defendant in a series of lawsuits, including a number of class actions, alleging that plastic

resins manufactured by these companies that were utilized by others in the production of plumbing systems for residential

property were defective for this use and/or contributed to the failure of such plumbing. Based on, among other things, the findings of outside experts and the successful use of the Company's acetal copolymer in similar applications, CNA Holdings does not believe the Company's acetal copolymer was defective for this use or contributed to the failure of the plumbing. In addition, in many cases CNA Holdings' potential future exposure may be limited by, among other things, statutes of limitations and repose.

In November 1995, CNA Holdings, DuPont and Shell entered into national class action settlements in the Cox, et al. v. Hoechst Celanese Corporation, et al., No. 94-0047 (Chancery Ct., Obion County, Tennessee) matter. The time to file claims against the class has expired and the entity established by the court to administer the claims was dissolved in September 2010. In addition between 1995 and 2001, CNA Holdings was named as a defendant in various putative class actions. The majority of these actions have now been dismissed. ~~As a result the Company recorded~~ ~~$59 million~~ ~~in reserve reductions and recoveries from associated insurance indemnifications during 2010.~~ The ~~reserve was further reduced by~~ ~~$4 million~~ ~~during the year ended December 31, 2011 following the~~ dismissal of the remaining US case (St. Croix, Ltd., et al. v. Shell Oil Company d/b/a Shell Chemical Company, Case No. XC-97-CR-467, Virgin Islands Superior Court) ~~which~~ was appealed ~~during~~in 2011. Oral argument for the ~~three months ended September 30, 2011.~~appeal took place on December 13, 2012 and a decision on the appeal is expected in 2013.

As of ~~September 30, 2012~~March 31, 2013, the class actions in Canada are subject to a pending class settlement that would result in a dismissal of those cases. The Company does not believe the Possible Loss associated with the remaining matters is material. ~~Accordingly,~~During the three months ended March 31, 2013, the Company has determined to reduce the reserves based on the expiration of the time to file and the resolution of certain claims under the Canada class and no significant active claims outside of Canada. The Company recordeddid not record any recoveries ~~and~~or reductions in legal reserves related to plumbing actions to Other (charges) gains, net (Note 13) in the unaudited interim consolidated statements of ~~operations as follows:~~operations.

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
(In $ millions)
Recoveries —
—
—
2
Legal reserve reductions 4
2
4
4
Total 4
2
4
6

Polyester Staple Antitrust Litigation

CNA Holdings, the successor in interest to Hoechst Celanese Corporation ("HCC"), Celanese Americas Corporation and Celanese GmbH (collectively, the "Celanese Entities") and Hoechst, the former parent of HCC, were named as defendants in two actions (involving multiple individual participants) filed in September 2006 by US purchasers of polyester staple fibers manufactured and sold by HCC. The actions alleged that the defendants participated in a conspiracy to fix prices, rig bids and allocate customers of polyester staple sold in the US. These actions were consolidated in a 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. On June 12, 2008 the court dismissed these actions with prejudice against all Celanese Entities in consideration of a payment by the Company. This proceeding related to sales by the polyester staple fibers business which Hoechst sold to KoSa B.V., f/k/a Arteva B.V., a subsidiary of Koch Industries, Inc. ("KoSa") in 1998. In November 2003, KoSa sought recovery from the Company (Koch Industries, Inc. et al. v. Hoechst Aktiengesellschaft et al., No. 03-cv-8679 Southern District NY) alleging a variety of claims, including indemnification and breach of representations, arising out of the 1998 sale. During the fourth quarter of 2010, the parties settled the case pursuant to a confidential agreement and the case was dismissed with prejudice.

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.)). On September 15, 2011, the 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 Celanese 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 April 2007, Southern Chemical Corporation ("Southern") filed a petition in the 190th Judicial District Court of Harris County, Texas styled~~ ~~Southern ChemicalCorporation v. Celanese Ltd. (Cause No. 2007-25490), seeking declaratory judgment relating to the terms of a multi-year methanol supply contract. The trial court granted the Company's motion for summary~~

judgment in March 2008 dismissing Southern's claims. In September 2009, the intermediate Texas appellate court reversed the trial court decision and remanded the case to the trial court. The Texas Supreme Court subsequently declined both parties' requests that it hear the case. On August 15, 2010, Southern filed a second amended petition adding a claim for breach of contract and seeking equitable damages in an unspecified amount from the Company. Southern amended its complaint again in June, August and November 2011 and May 2012, adding new claims for fraud and tortious interference with a third-party contract. More specifically, Southern claimed the Company "materially misrepresented its intended use of the methanol to be supplied by Southern" and "violated the material terms of the contract and failed to correct these breaches after Southern provided notice." These alleged breaches include "selling, transferring, swapping or tolling methanol to or with entities other than the Company and to entities or operations outside the U.S. or Mexico." In the May 2012 complaint, Southern sought compensatory damages of ~~$1.3 billion, as well as pre- and post-judgment interest, attorneys' fees and punitive damages equaling~~ ~~two~~ times its actual damages. Southern also sought rescission or termination of the contract. Trial commenced on July 16, 2012, and on August 10, 2012, the jury returned a verdict of no liability and no damages with respect to all of Southern's claims against the Company. The trial court adopted the jury's verdict and entered final judgment on October 10, 2012. Southern may file a motion for new trial and/or seek appeal.

In June 2012, Linde Gas Singapore ~~Pte Ltd~~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 on August 8, 2012. Linde is seeking damages in the amount of $38 million for the period ended December 31, 2012, in addition to other unspecified damages. The Company believes that Linde Gas' claims lack merit and that the Company has complied with the contract terms and ~~plans to~~is vigorously ~~defend~~defending the matter. Based on the Company's evaluation of currently available information, the Company ~~cannot estimate~~does not believe the Possible Loss is material. The arbitral panel has bifurcated the case into a liability and damages phase and set hearing dates for all liability issues in June 2013 and for all damages issues, if ~~any, for this matter as discovery has not yet commenced and Linde Gas' arbitration demand does not specify an amount of damages it is seeking.~~necessary, in December 2013.

Award Proceedings in ~~relation~~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, anthe share valuation expert appointed by the court ~~hearing the Domination Agreement stockholders' claims to assist it in determining the value of Celanese GmbH~~ 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 toof €2 million 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 ~~evaluated the non-binding opinion of the expert~~ and plaintiffs submitted a written ~~response~~responses arguing for alternative valuations during the three months ended December 31, 2011. ~~The court then asked~~On March 27, 2013, the expert issued his supplementary opinion affirming his previous calculations. The Company anticipates the court setting a hearing date to ~~update his opinion.~~take place in the second half of 2013. No hearing date has been set. NoSeparately, no expert has yet been appointed in the Squeeze-Out proceedings.

For those claims brought under the Domination Agreement, based on the Company's evaluation of currently available information, including the non-binding expert ~~opinion,~~opinions, and the fact that the court has ~~asked the expert to update his opinion, and the fact that the court may adopt this new opinion or apply its own (there are legal questions about~~not yet determined the applicable valuation

~~method),~~ method, which could increase or decrease the Company's potential exposure, 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 damages sought are unspecified, unsupported or uncertain, the matter presents meaningful legal uncertainties (including novel issues of law and the applicable valuation method), 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 11).

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 ~~September 30, 2012~~March 31, 2013 are $5862 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 orand 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 11).

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 $~~193~~132 million as of ~~September 30, 2012~~March 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 which extend through 2034.~~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 ~~costs~~losses under take-or-pay ~~contracts as a result of not fulfilling its~~ contractual ~~obligations.~~arrangements. Additionally, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements. As of ~~September 30, 2012~~March 31, 2013, the Company had unconditional purchase obligations of $~~3.5~~$3.3 billion which extend through 2034.

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. ~~The Company~~Liabilities for such supplier recoveries of capital expenditures have been recorded ~~obligations under~~as capital ~~leases for recovery of the capital expenditures.~~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 ~~September 30, 2012~~March 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:


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(In $ millions)		(In $ millions)
Property, plant and equipment, net	116	119	116	118

Trade payables	37	40	43	41
Current installments of long-term debt	7	6	7	7
Long-term debt	136	137	139	140
Total	180	183	189	188

Maximum exposure to loss	282	228	273	273

The difference between the total obligations to VIEs and the maximum exposure to loss, primarily represents take-or-pay obligations for services included within the unconditional obligations discussed above.

~~During March 2010, the Company successfully completed an amended raw material purchase agreement with a supplier who had filed for bankruptcy. During~~ ~~nine months endedSeptember 30, 2011, the Company received consideration of~~ ~~$17 million~~ ~~in connection with the settlement of a claim against this bankrupt supplier. The consideration was recorded to Other charges (gains), net (Note 13) in the unaudited interim consolidated statements of operations.~~

18. Segment Information


	Advanced Engineered Materials		Consumer Specialties			Industrial Specialties	Acetyl Intermediates			Other Activities		Eliminations		Consolidated			Advanced Engineered Materials		Consumer Specialties			Industrial Specialties		Acetyl Intermediates			Other Activities		Eliminations		Consolidated
	(In $ millions)																(In $ millions)
	Three Months Ended September 30, 2012																Three Months Ended March 31, 2013
Net sales	322		314		⁽¹⁾	297	785		⁽¹⁾	—		(109	)	1,609			329		295		⁽¹⁾	288		808		⁽¹⁾	—		(115	)	1,605
Other (charges) gains, net	1		(1	)		—	1			1		—		2			(2	)	—			(1	)	(1	)		—		—		(4	)
Operating profit (loss)	43		70			23	62			(35	)	—		163			36		78			15		75			(20	)	—		184
Equity in net earnings (loss) of affiliates	45		—			—	—			5		—		50			40		2			—		3			9		—		54
Depreciation and amortization	29		13			13	20			3		—		78			29		10			12		21			4		—		76
Capital expenditures	11		14			9	47			2		—		83		⁽²⁾	8		14			5		29			1		—		57		⁽²⁾
	Three Months Ended September 30, 2011																As of March 31, 2013
Goodwill and intangibles, net																	361		271			62		223			—		—		917
Total assets																	2,670		1,338			998		2,265			1,797		—		9,068
																	Three Months Ended March 31, 2012 - As Adjusted (Note 1)
Net sales	332		298		⁽¹⁾	332	975		⁽¹⁾	—		(130	)	1,807			317		264		⁽¹⁾	309		852		⁽¹⁾	—		(109	)	1,633
Other (charges) gains, net	(13	)	2			—	(5	)		(8	)	—		(24	)		—		(1	)		—		—			1		—		—
Operating profit (loss)	14		66			30	128			(42	)	—		196			24		40			20		62			(35	)	—		111
Equity in net earnings (loss) of affiliates	52		1			—	1			3		—		57			43		1			—		1			6		—		51
Depreciation and amortization	27		9			12	25			4		—		77			27		9			15		20			3		—		74
Capital expenditures	13		24			20	39			3		—		99		⁽²⁾	7		16			8		31			8		—		70		⁽²⁾
																	As of December 31, 2012
Goodwill and intangibles, net																	372		276			65		229			—		—		942
Total assets																	2,703		1,296			963		2,238			1,800		—		9,000


⁽¹⁾	Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of $~~109~~112 million and $03 million, respectively, for the three months ended~~September 30, 2012~~March 31, 2013 and $~~129~~108 million and $1 million, respectively, for the three months ended~~September 30, 2011~~March 31, 2012.


⁽²⁾	Excludes expenditures related to the relocation of the Company’s POM operations in Germany (Note 20) and includes a decrease in accrued capital expenditures of $417 million and ~~an increase of~~ $936 million for the three months ended~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, respectively.

2931

Advanced
Engineered
Materials

Consumer
Specialties

Industrial
Specialties

Acetyl
Intermediates

Other
Activities
Eliminations Consolidated
(In $ millions)
Nine Months Ended September 30, 2012
Net sales 962
905
⁽¹⁾
933
2,458
⁽¹⁾
—
(341 ) 4,917

Other (charges) gains, net (1 ) 2
—
2
(4 ) —
(1 )
Operating profit (loss) 85
184

76
199
(119 ) —
425

Equity in net earnings (loss) of affiliates 143
2

—
3
15
—
163

Depreciation and amortization 84
33

41
59
10
—
227

Capital expenditures 28
48

25
122
13
—
236
⁽²⁾
As of September 30, 2012
Goodwill and intangibles, net 374
275
67
226
—
—
942

Total assets 2,728
1,302
994
2,171
1,770
—
8,965

Nine Months Ended September 30, 2011
Net sales 1,006
855
⁽¹⁾
951
2,702
⁽¹⁾
1
(366 ) 5,149

Other (charges) gains, net (42 ) (2 ) —
15
(10 ) —
(39 )
Operating profit (loss) 79
168
83
392

(129 ) —
593

Equity in net earnings (loss) of affiliates 125
2

—
4

15
—
146

Depreciation and amortization 68
34

34
75
10
—
221

Capital expenditures 50
59

44
79

7
—
239
⁽²⁾
As of December 31, 2011
Goodwill and intangibles, net 391
277
54
235
—
—
957

Total assets 2,787
1,154
901
2,035
1,641
—
8,518


⁽¹⁾	~~Net sales for Acetyl Intermediates and Consumer Specialties include inter-segment sales of~~ ~~$338 million~~ ~~and~~ ~~$3 million, respectively, for the~~ ~~nine months endedSeptember 30, 2012~~ ~~and~~ ~~$363 million~~ ~~and~~ ~~$3 million, respectively, for the~~ ~~nine months endedSeptember 30, 2011~~.


⁽²⁾	~~Excludes expenditures related to the relocation of the Company’s POM operations in Germany (Note 20) and includes a decrease in accrued capital expenditures of~~ ~~$34 million~~ ~~and~~ ~~$2 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~and~~ ~~2011, respectively.~~

19. Earnings (Loss) Per Share


							Three Months Ended March 31,
	Three Months Ended September 30,			Nine Months Ended September 30,			2013	2012
	2012		2011	2012		2011		As Adjusted (Note 1)
	(In $ millions, except share and per share data)						(In $ millions, except share and per share data)
Amounts Attributable to Celanese Corporation
Earnings (loss) from continuing operations	119		167	512		510	141	193
Earnings (loss) from discontinued operations	(2	)	—	(2	)	2	1	—
Net earnings (loss) available to common stockholders	117		167	510		512	142	193

Weighted-average shares - basic	159,123,808		156,194,459	157,936,063		156,147,982
Weighted average shares - basic							159,682,386	156,576,896
Dilutive stock options	292,661		1,898,195	1,054,012		1,975,911	240,507	1,855,015
Dilutive restricted stock units	678,435		926,185	654,091		841,918	278,743	683,321
Weighted-average shares - diluted	160,094,904		159,018,839	159,644,166		158,965,811
Weighted average shares - diluted							160,201,636	159,115,232

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,		Three Months Ended March 31,
	2012	2011	2012	2011	2013	2012
Stock options	30,032	—	15,016	60,208	93,423	—
Restricted stock units	92	1,008	5,328	336	—	—
Total	30,124	1,008	20,344	60,544	93,423	—

20. 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. The agreement requires the Company to complete certain activities no later than December 31, 2013 at which time title to the land and buildings will transfer to Fraport. The 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 received its final payment from Fraport of €110 million during the three months ended June 30, 2011 and 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:


	Nine Months Ended		Total From Inception Through	Three Months Ended March 31,		Total from inception through March 31, 2013
	September 30,		Total From Inception Through	Three Months Ended March 31,
	2012	2011	September 30, 2012	2013	2012
	(In $ millions)			(In $ millions)
Deferred proceeds ⁽¹⁾	—	158	907	—	—	907
Costs expensed	5	43	111	2	—	115
Costs capitalized ⁽²⁾	30	137	1,122	2	13	1,129
Lease buyout	—	—	22	—	—	22
Employee termination benefits	—	5	8	—	—	8

_____________________________

⁽¹⁾

Included in noncurrent Other liabilities in the consolidated balance sheets. Amounts reflect the US dollar equivalent at the time of receipt. Upon transfer of title to Fraport, the deferred proceeds will be recognized in the consolidated statements of operations. Such proceeds will be reduced by assets of €387 million included in Property, plant and equipment, net and €70102 million included in noncurrent Other assets in the consolidated balance sheets, to be transferred to Fraport or otherwise disposed.


⁽²⁾	Includes a decrease in accrued capital expenditures of $131 million and $378 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 and ~~2011~~2012, respectively.

21. Consolidating Guarantor Financial Information

The ~~6.625%~~Senior Notes ~~and the~~ ~~5.875%~~ ~~Notes (collectively, the "Notes")~~ were issued by Celanese US (the "Issuer") and are guaranteed by Celanese Corporation (the "Parent Guarantor") and the Subsidiary Guarantors (Note 9). 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. As a result,~~payments for principal and interest on the ~~Company presents~~Company's outstanding debt, Common Stock dividends and Common Stock repurchases. The consolidating statements of cash flow for the three months endedMarch 31, 2013 and 2012 present such intercompany financing activities, contributions and dividends consistent with how such activity would be presented in a stand-alone statement of cash flows. Previously, the Company presented such activity within the category where the ultimate use of cash to third parties iswas presented in the ~~accompanying unaudited interim~~

consolidated statements of cash ~~flows.~~flow. Prior amounts have been revised to conform to the current presentation.

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 unaudited interim consolidating financial statements for the Parent Guarantor, the Issuer, the Subsidiary Guarantors and the non-guarantors are as follows:

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING ~~STATEMENTS~~STATEMENT OF OPERATIONS

Three Months Ended September 30, 2012

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
Net sales —
—
670
1,196
(257 ) 1,609
Cost of sales —
—
(471 ) (1,079 ) 265
(1,285 )
Gross profit —
—
199
117
8
324
Selling, general and administrative expenses —
—
(41 ) (80 ) —
(121 )
Amortization of intangible assets —
—
(4 ) (8 ) —
(12 )
Research and development expenses —
—
(17 ) (7 ) —
(24 )
Other (charges) gains, net —
—
6
(4 ) —
2
Foreign exchange gain (loss), net —
—
—
(4 ) —
(4 )
Gain (loss) on disposition of businesses and assets, net —
—
(1 ) (1 ) —
(2 )
Operating profit (loss) —
—
142
13
8
163
Equity in net earnings (loss) of affiliates 116
141
44
37
(288 ) 50
Interest expense —
(48 ) (10 ) (18 ) 32
(44 )
Refinancing expense —
—
—
—
—
—
Interest income —
14
16
2
(32 ) —
Dividend income - cost investments —
—
—
1
—
1
Other income (expense), net —
(1 ) —
4
—
3
Earnings (loss) from continuing operations before tax 116
106
192
39
(280 ) 173
Income tax (provision) benefit 1
10
(55 ) (8 ) (2 ) (54 )
Earnings (loss) from continuing operations 117
116
137
31
(282 ) 119
Earnings (loss) from operation of discontinued operations —
—
(2 ) (1 ) —
(3 )
Gain (loss) on disposition of discontinued operations —
—
—
—
—
—
Income tax (provision) benefit from discontinued operations —
—
1
—
—
1
Earnings (loss) from discontinued operations —
—
(1 ) (1 ) —
(2 )
Net earnings (loss) 117
116
136
30
(282 ) 117
Net (earnings) loss attributable to noncontrolling interests —
—
—
—
—
—
Net earnings (loss) attributable to Celanese Corporation 117
116
136
30
(282 ) 117

~~CELANESE CORPORATION AND SUBSIDIARIES~~

~~UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF OPERATIONS~~

Three Months Ended September 30, 2011

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
Net sales —
—
662
1,401
(256 ) 1,807
Cost of sales —
—
(491 ) (1,184 ) 269
(1,406 )
Gross profit —
—
171
217
13
401
Selling, general and administrative expenses —
—
(31 ) (109 ) —
(140 )
Amortization of intangible assets —
—
(5 ) (12 ) —
(17 )
Research and development expenses —
—
(16 ) (8 ) —
(24 )
Other (charges) gains, net —
—
(5 ) (19 ) —
(24 )
Foreign exchange gain (loss), net —
—
—
1
—
1
Gain (loss) on disposition of businesses and assets, net —
—
(1 ) —
—
(1 )
Operating profit (loss) —
—
113
70
13
196
Equity in net earnings (loss) of affiliates 167
205
70
45
(430 ) 57
Interest expense —
(53 ) (9 ) (10 ) 18
(54 )
Refinancing expense —
—
—
—
—
—
Interest income —
5
12
2
(18 ) 1
Dividend income - cost investments —
—
—
1
—
1
Other income (expense), net —
(1 ) —
1
—
—
Earnings (loss) from continuing operations before tax 167
156
186
109
(417 ) 201
Income tax (provision) benefit —
11
(30 ) (13 ) (2 ) (34 )
Earnings (loss) from continuing operations 167
167
156
96
(419 ) 167
Earnings (loss) from operation of discontinued operations —
—
1
(1 ) —
—
Gain (loss) on disposition of discontinued operations —
—
—
—
—
—
Income tax (provision) benefit from discontinued operations —
—
—
—
—
—
Earnings (loss) from discontinued operations —
—
1
(1 ) —
—
Net earnings (loss) 167
167
157
95
(419 ) 167
Net (earnings) loss attributable to noncontrolling interests —
—
—
—
—
—
Net earnings (loss) attributable to Celanese Corporation 167
167
157
95
(419 ) 167

~~CELANESE CORPORATION AND SUBSIDIARIES~~

~~UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF OPERATIONS~~


	Nine Months Ended September 30, 2012											Three Months Ended March 31, 2013
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated		Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)											(In $ millions)
Net sales	—	—		2,044		3,684		(811	)	4,917		—	—		680		1,207		(282	)	1,605
Cost of sales	—	—		(1,473	)	(3,340	)	821		(3,992	)	—	—		(475	)	(1,094	)	297		(1,272	)
Gross profit	—	—		571		344		10		925		—	—		205		113		15		333
Selling, general and administrative expenses	—	—		(135	)	(244	)	—		(379	)	—	—		(21	)	(85	)	—		(106	)
Amortization of intangible assets	—	—		(13	)	(25	)	—		(38	)	—	—		(4	)	(7	)	—		(11	)
Research and development expenses	—	—		(51	)	(25	)	—		(76	)	—	—		(16	)	(10	)	—		(26	)
Other (charges) gains, net	—	—		13		(8	)	(6	)	(1	)	—	—		4		(4	)	(4	)	(4	)
Foreign exchange gain (loss), net	—	—		—		(4	)	—		(4	)	—	—		—		(1	)	—		(1	)
Gain (loss) on disposition of businesses and assets, net	—	—		(1	)	(1	)	—		(2	)	—	—		(1	)	—		—		(1	)
Operating profit (loss)	—	—		384		37		4		425		—	—		167		6		11		184
Equity in net earnings (loss) of affiliates	508	577		134		128		(1,184	)	163		141	167		37		49		(340	)	54
Interest expense	—	(144	)	(31	)	(55	)	96		(134	)	—	(47	)	(10	)	(16	)	30		(43	)
Refinancing expense	—	—		—		—		—		—		—	—		—		—		—		—
Interest income	—	44		48		5		(96	)	1		—	14		15		1		(30	)	—
Dividend income - cost investments	—	—		—		85		—		85		—	—		—		24		—		24
Other income (expense), net	—	—		—		4		—		4		—	—		—		(1	)	—		(1	)
Earnings (loss) from continuing operations before tax	508	477		535		204		(1,180	)	544		141	134		209		63		(329	)	218
Income tax (provision) benefit	2	31		(33	)	(31	)	(1	)	(32	)	1	7		(44	)	(37	)	(4	)	(77	)
Earnings (loss) from continuing operations	510	508		502		173		(1,181	)	512		142	141		165		26		(333	)	141
Earnings (loss) from operation of discontinued operations	—	—		(2	)	(1	)	—		(3	)	—	—		2		—		—		2
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—		—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		1		—		—		1		—	—		(1	)	—		—		(1	)
Earnings (loss) from discontinued operations	—	—		(1	)	(1	)	—		(2	)	—	—		1		—		—		1
Net earnings (loss)	510	508		501		172		(1,181	)	510		142	141		166		26		(333	)	142
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—		—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	510	508		501		172		(1,181	)	510		142	141		166		26		(333	)	142

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING ~~STATEMENTS~~STATEMENT OF OPERATIONS


												Three Months Ended March 31, 2012
	Nine Months Ended September 30, 2011											Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	Parent Guarantor	Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated		As Adjusted (Note 1)
	(In $ millions)											(In $ millions)
Net sales	—	—		1,937		4,012		(800	)	5,149		—	—		640		1,249		(256	)	1,633
Cost of sales	—	—		(1,399	)	(3,389	)	801		(3,987	)	—	—		(478	)	(1,148	)	267		(1,359	)
Gross profit	—	—		538		623		1		1,162		—	—		162		101		11		274
Selling, general and administrative expenses	—	—		(111	)	(297	)	—		(408	)	—	—		(39	)	(87	)	—		(126	)
Amortization of intangible assets	—	—		(14	)	(36	)	—		(50	)	—	—		(5	)	(8	)	—		(13	)
Research and development expenses	—	—		(46	)	(26	)	—		(72	)	—	—		(15	)	(10	)	—		(25	)
Other (charges) gains, net	—	—		20		(59	)	—		(39	)	—	—		1		(1	)	—		—
Foreign exchange gain (loss), net	—	—		—		1		—		1		—	—		—		1		—		1
Gain (loss) on disposition of businesses and assets, net	—	—		—		(1	)	—		(1	)	—	—		—		—		—		—
Operating profit (loss)	—	—		387		205		1		593		—	—		104		(4	)	11		111
Equity in net earnings (loss) of affiliates	511	629		125		116		(1,235	)	146		193	207		40		42		(431	)	51
Interest expense	—	(160	)	(30	)	(29	)	53		(166	)	—	(48	)	(11	)	(18	)	32		(45	)
Refinancing expense	—	(3	)	—		—		—		(3	)	—	—		—		—		—		—
Interest income	—	16		31		8		(53	)	2		—	15		16		2		(32	)	1
Dividend income - cost investments	—	—		—		80		—		80		—	—		—		—		—		—
Other income (expense), net	—	2		(1	)	8		—		9		—	1		—		1		—		2
Earnings (loss) from continuing operations before tax	511	484		512		388		(1,234	)	661		193	175		149		23		(420	)	120
Income tax (provision) benefit	1	27		(123	)	(56	)	—		(151	)	—	18		59		(1	)	(3	)	73
Earnings (loss) from continuing operations	512	511		389		332		(1,234	)	510		193	193		208		22		(423	)	193
Earnings (loss) from operation of discontinued operations	—	—		4		(1	)	—		3		—	—		—		—		—		—
Gain (loss) on disposition of discontinued operations	—	—		—		—		—		—		—	—		—		—		—		—
Income tax (provision) benefit from discontinued operations	—	—		(1	)	—		—		(1	)	—	—		—		—		—		—
Earnings (loss) from discontinued operations	—	—		3		(1	)	—		2		—	—		—		—		—		—
Net earnings (loss)	512	511		392		331		(1,234	)	512		193	193		208		22		(423	)	193
Net (earnings) loss attributable to noncontrolling interests	—	—		—		—		—		—		—	—		—		—		—		—
Net earnings (loss) attributable to Celanese Corporation	512	511		392		331		(1,234	)	512		193	193		208		22		(423	)	193

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended September 30, 2012												Three Months Ended March 31, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated		Parent Guarantor		Issuer		Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)												(In $ millions)
Net earnings (loss)	117		116		136		30		(282	)	117		142		141		166	26	(333	)	142
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—		—		—		—		—		—		—	—	—		—
Foreign currency translation	28		28		(5	)	(1	)	(22	)	28		(31	)	(31	)	5	5	21		(31	)
Unrealized gain (loss) on interest rate swaps	(2	)	(2	)	—		—		2		(2	)
Gain (loss) on interest rate swaps													1		1		—	—	(1	)	1
Pension and postretirement benefits	10		10		9		1		(20	)	10		—		—		—	—	—		—
Total other comprehensive income (loss), net of tax	36		36		4		—		(40	)	36		(30	)	(30	)	5	5	20		(30	)
Total comprehensive income (loss), net of tax	153		152		140		30		(322	)	153		112		111		171	31	(313	)	112
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—		—		—		—		—		—		—	—	—		—
Comprehensive income (loss) attributable to Celanese Corporation	153		152		140		30		(322	)	153		112		111		171	31	(313	)	112


												Three Months Ended March 31, 2012
	Three Months Ended September 30, 2011											Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	Parent Guarantor		Issuer		Subsidiary Guarantors	Non- Guarantors		Eliminations		Consolidated		As Adjusted (Note 1)
	(In $ millions)											(In $ millions)
Net earnings (loss)	167		167		157	95		(419	)	167		193		193		208		22		(423	)	193
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities	—		—		—	—		—		—		—		—		—		—		—		—
Foreign currency translation	(69	)	(69	)	13	(84	)	140		(69	)	26		26		(11	)	(6	)	(9	)	26
Unrealized gain (loss) on interest rate swaps	5		5		—	2		(7	)	5
Gain (loss) on interest rate swaps												1		1		—		—		(1	)	1
Pension and postretirement benefits	4		4		4	—		(8	)	4		(4	)	(4	)	(3	)	(3	)	10		(4	)
Total other comprehensive income (loss), net of tax	(60	)	(60	)	17	(82	)	125		(60	)	23		23		(14	)	(9	)	—		23
Total comprehensive income (loss), net of tax	107		107		174	13		(294	)	107		216		216		194		13		(423	)	216
Comprehensive (income) loss attributable to noncontrolling interests	—		—		—	—		—		—		—		—		—		—		—		—
Comprehensive income (loss) attributable to Celanese Corporation	107		107		174	13		(294	)	107		216		216		194		13		(423	)	216

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED ~~INTERIM~~ CONSOLIDATING ~~STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~BALANCE SHEET

Nine Months Ended September 30, 2012

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
Net earnings (loss) 510
508
501
172
(1,181 ) 510
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities —
—
—
—
—
—
Foreign currency translation 4
4
1
4
(9 ) 4
Unrealized gain (loss) on interest rate swaps (1 ) (1 ) —
—
1
(1 )
Pension and postretirement benefits 25
25
22
—
(47 ) 25
Total other comprehensive income (loss), net of tax 28
28
23
4
(55 ) 28
Total comprehensive income (loss), net of tax 538
536
524
176
(1,236 ) 538
Comprehensive (income) loss attributable to noncontrolling interests —
—
—
—
—
—
Comprehensive income (loss) attributable to Celanese Corporation 538
536
524
176
(1,236 ) 538

Nine Months Ended September 30, 2011

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
Net earnings (loss) 512
511
392
331
(1,234 ) 512
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities —
—
—
—
—
—
Foreign currency translation 18
18
3
14
(35 ) 18
Unrealized gain (loss) on interest rate swaps 14
14
—
1
(15 ) 14
Pension and postretirement benefits 12
12
12
—
(24 ) 12
Total other comprehensive income (loss), net of tax 44
44
15
15
(74 ) 44
Total comprehensive income (loss), net of tax 556
555
407
346
(1,308 ) 556
Comprehensive (income) loss attributable to noncontrolling interests —
—
—
—
—
—
Comprehensive income (loss) attributable to Celanese Corporation 556
555
407
346
(1,308 ) 556



	As of March 31, 2013
	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	—	—	325	653	—		978
Trade receivables - third party and affiliates	—	—	352	720	(156	)	916
Non-trade receivables, net	31	425	1,745	388	(2,392	)	197
Inventories, net	—	—	208	609	(59	)	758
Deferred income taxes	—	—	64	7	(21	)	50
Marketable securities, at fair value	—	—	49	—	—		49
Other assets	—	5	13	36	(16	)	38
Total current assets	31	430	2,756	2,413	(2,644	)	2,986
Investments in affiliates	1,806	3,618	1,616	560	(6,804	)	796
Property, plant and equipment, net	—	—	824	2,462	—		3,286
Deferred income taxes	—	4	515	90	(6	)	603
Other assets	—	1,870	131	429	(1,950	)	480
Goodwill	—	—	305	457	—		762
Intangible assets, net	—	—	68	87	—		155
Total assets	1,837	5,922	6,215	6,498	(11,404	)	9,068
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—	1,570	122	112	(1,692	)	112
Trade payables - third party and affiliates	—	—	231	584	(156	)	659
Other liabilities	—	58	268	408	(275	)	459
Deferred income taxes	—	21	—	25	(21	)	25
Income taxes payable	—	—	471	82	(457	)	96
Total current liabilities	—	1,649	1,092	1,211	(2,601	)	1,351
Noncurrent Liabilities
Long-term debt	—	2,457	904	1,545	(1,947	)	2,959
Deferred income taxes	—	—	—	50	(6	)	44
Uncertain tax positions	2	6	21	151	—		180
Benefit obligations	—	—	1,345	231	—		1,576
Other liabilities	—	4	99	1,031	(11	)	1,123
Total noncurrent liabilities	2	2,467	2,369	3,008	(1,964	)	5,882
Total Celanese Corporation stockholders’ equity	1,835	1,806	2,754	2,279	(6,839	)	1,835
Noncontrolling interests	—	—	—	—	—		—
Total equity	1,835	1,806	2,754	2,279	(6,839	)	1,835
Total liabilities and equity	1,837	5,922	6,215	6,498	(11,404	)	9,068

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATING BALANCE ~~SHEETS~~SHEET


	As of September 30, 2012										As of December 31, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors	Eliminations		Consolidated	Parent Guarantor	Issuer	Subsidiary Guarantors	Non- Guarantors	Eliminations		Consolidated
	(In $ millions)										(In $ millions)
ASSETS
Current Assets
Cash and cash equivalents	26		—		225		677	—		928	10	—	275	674	—		959
Trade receivables - third party and affiliates	—		—		323		723	(114	)	932	—	—	340	653	(166	)	827
Non-trade receivables, net	—		33		1,777		489	(2,111	)	188	31	444	1,754	484	(2,504	)	209
Inventories, net	—		—		189		584	(62	)	711	—	—	196	589	(74	)	711
Deferred income taxes	—		—		88		18	—		106	—	—	62	8	(21	)	49
Marketable securities, at fair value	—		—		56		—	—		56	—	—	52	1	—		53
Other assets	—		5		19		45	(22	)	47	—	5	15	27	(16	)	31
Total current assets	26		38		2,677		2,536	(2,309	)	2,968	41	449	2,694	2,436	(2,781	)	2,839
Investments in affiliates	1,862		3,594		1,583		534	(6,798	)	775	1,692	3,437	1,579	570	(6,478	)	800
Property, plant and equipment, net	—		—		782		2,513	—		3,295	—	��	813	2,537	—		3,350
Deferred income taxes	—		18		494		27	—		539	—	5	509	92	—		606
Other assets	—		1,895		134		399	(1,982	)	446	—	1,927	132	414	(2,010	)	463
Goodwill	—		—		305		463	—		768	—	—	305	472	—		777
Intangible assets, net	—		—		71		103	—		174	—	—	69	96	—		165
Total assets	1,888		5,545		6,046		6,575	(11,089	)	8,965	1,733	5,818	6,101	6,617	(11,269	)	9,000
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings and current installments of long-term debt - third party and affiliates	—		1,625		177		121	(1,782	)	141	—	1,584	208	159	(1,783	)	168
Trade payables - third party and affiliates	—		—		256		543	(114	)	685	—	—	269	546	(166	)	649
Other liabilities	—		57		324		493	(367	)	507	—	40	267	475	(307	)	475
Deferred income taxes	—		16		(16	)	19	—		19	—	21	—	25	(21	)	25
Income taxes payable	(30	)	(390	)	447		20	(4	)	43	—	—	419	73	(454	)	38
Total current liabilities	(30	)	1,308		1,188		1,196	(2,267	)	1,395	—	1,645	1,163	1,278	(2,731	)	1,355
Noncurrent Liabilities
Long-term debt	—		2,361		820		1,636	(1,978	)	2,839	—	2,467	872	1,597	(2,006	)	2,930
Deferred income taxes	—		—		36		95	—		131	—	—	—	50	—		50
Uncertain tax positions	3		2		28		156	—		189	3	6	23	149	—		181
Benefit obligations	—		—		1,215		139	—		1,354	—	—	1,362	240	—		1,602
Other liabilities	—		12		103		1,039	(12	)	1,142	—	8	101	1,055	(12	)	1,152
Total noncurrent liabilities	3		2,375		2,202		3,065	(1,990	)	5,655	3	2,481	2,358	3,091	(2,018	)	5,915
Total Celanese Corporation stockholders’ equity	1,915		1,862		2,656		2,314	(6,832	)	1,915	1,730	1,692	2,580	2,248	(6,520	)	1,730
Noncontrolling interests	—		—		—		—	—		—	—	—	—	—	—		—
Total equity	1,915		1,862		2,656		2,314	(6,832	)	1,915	1,730	1,692	2,580	2,248	(6,520	)	1,730
Total liabilities and equity	1,888		5,545		6,046		6,575	(11,089	)	8,965	1,733	5,818	6,101	6,617	(11,269	)	9,000

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING ~~BALANCE SHEETS~~STATEMENT OF CASH FLOWS

As of December 31, 2011

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
ASSETS

Current Assets

Cash and cash equivalents —
—
133
549
—
682
Trade receivables - third party and affiliates —
—
297
694
(120 ) 871
Non-trade receivables, net —
10
1,651
562
(1,988 ) 235
Inventories, net —
—
187
590
(65 ) 712
Deferred income taxes —
—
87
17
—
104
Marketable securities, at fair value —
—
64
—
—
64
Other assets —
6
18
45
(34 ) 35
Total current assets —
16
2,437
2,457
(2,207 ) 2,703
Investments in affiliates 1,315
2,978
1,530
535
(5,534 ) 824
Property, plant and equipment, net —
—
735
2,534
—
3,269
Deferred income taxes —
17
382
22
—
421
Other assets —
1,903
132
296
(1,987 ) 344
Goodwill —
—
298
462
—
760
Intangible assets, net —
—
69
128
—
197
Total assets 1,315
4,914
5,583
6,434
(9,728 ) 8,518
LIABILITIES AND EQUITY
Current Liabilities

Short-term borrowings and current installments of long-term debt - third party and affiliates —
1,492
176
131
(1,655 ) 144
Trade payables - third party and affiliates —
—
258
535
(120 ) 673
Other liabilities —
63
353
506
(383 ) 539
Deferred income taxes —
16
(16 ) 17
—
17
Income taxes payable (29 ) (373 ) 384
35
(5 ) 12
Total current liabilities (29 ) 1,198
1,155
1,224
(2,163 ) 1,385
Noncurrent Liabilities
Long-term debt —
2,372
834
1,650
(1,983 ) 2,873
Deferred income taxes —
—
—
92
—
92
Uncertain tax positions 3
16
27
136
—
182
Benefit obligations —
—
1,346
146
—
1,492
Other liabilities —
13
99
1,055
(14 ) 1,153
Total noncurrent liabilities 3
2,401
2,306
3,079
(1,997 ) 5,792
Total Celanese Corporation stockholders’ equity 1,341
1,315
2,122
2,131
(5,568 ) 1,341
Noncontrolling interests —
—
—
—
—
—
Total equity 1,341
1,315
2,122
2,131
(5,568 ) 1,341
Total liabilities and equity 1,315
4,914
5,583
6,434
(9,728 ) 8,518



	Three Months Ended March 31, 2013
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)
Net cash provided by (used in) operating activities	1		(18	)	90		76		(2	)	147
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(41	)	(33	)	—		(74	)
Acquisitions, net of cash acquired	—		—		—		—		—		—
Proceeds from sale of businesses and assets, net	—		—		—		—		—		—
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(3	)	—		(3	)
Return of capital from subsidiary	—		—		—		—		—		—
Contributions to subsidiary	—		—		—		—		—		—
Intercompany loan receipts (disbursements)	—		1		(20	)	—		19		—
Other, net	—		—		(4	)	(6	)	—		(10	)
Net cash provided by (used in) investing activities	—		1		(65	)	(42	)	19		(87	)
Financing Activities
Short-term borrowings (repayments), net	—		20		(9	)	(10	)	(20	)	(19	)
Proceeds from short-term borrowings	—		—		—		24		—		24
Repayments of short-term borrowings	—		—		—		(24	)	—		(24	)
Proceeds from long-term debt	—		—		50		—		—		50
Repayments of long-term debt	—		(2	)	(15	)	(39	)	1		(55	)
Refinancing costs	—		—		—		—		—		—
Purchases of treasury stock, including related fees	—		—		—		—		—		—
Dividends to parent	—		(1	)	(1	)	—		2		—
Contributions from parent	—		—		—		—		—		—
Stock option exercises	1		—		—		—		—		1
Series A common stock dividends	(12	)	—		—		—		—		(12	)
Return of capital to parent	—		—		—		—		—		—
Other, net	—		—		—		—		—		—
Net cash provided by (used in) financing activities	(11	)	17		25		(49	)	(17	)	(35	)
Exchange rate effects on cash and cash equivalents	—		—		—		(6	)	—		(6	)
Net increase (decrease) in cash and cash equivalents	(10	)	—		50		(21	)	—		19
Cash and cash equivalents as of beginning of period	10		—		275		674		—		959
Cash and cash equivalents as of end of period	—		—		325		653		—		978

CELANESE CORPORATION AND SUBSIDIARIES

UNAUDITED INTERIM CONSOLIDATING ~~STATEMENTS~~STATEMENT OF CASH FLOWS


	Nine Months Ended September 30, 2012												Three Months Ended March 31, 2012
	Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated		Parent Guarantor		Issuer		Subsidiary Guarantors		Non- Guarantors		Eliminations		Consolidated
	(In $ millions)												(In $ millions)
Net cash provided by (used in) operating activities	(28	)	—		307		382		—		661		23		(3	)	135		106		(46	)	215
Investing Activities
Capital expenditures on property, plant and equipment	—		—		(132	)	(138	)	—		(270	)	—		—		(54	)	(52	)	—		(106	)
Acquisitions, net of cash acquired	—		—		(23	)	—		—		(23	)	—		—		(23	)	—		—		(23	)
Proceeds from sale of businesses and assets, net	—		—		1		—		—		1		—		—		—		—		—		—
Deferred proceeds from Kelsterbach plant relocation	—		—		—		—		—		—		—		—		—		—		—		—
Capital expenditures related to Kelsterbach plant relocation	—		—		—		(43	)	—		(43	)	—		—		—		(21	)	—		(21	)
Return of capital from subsidiary													—		—		—		—		—		—
Contributions to subsidiary													—		—		(3	)	—		3		—
Intercompany loan receipts (disbursements)													—		1		(28	)	—		27		—
Other, net	—		—		(9	)	(53	)	—		(62	)	—		—		(3	)	(2	)	—		(5	)
Net cash provided by (used in) investing activities	—		—		(163	)	(234	)	—		(397	)	—		1		(111	)	(75	)	30		(155	)
Financing Activities
Short-term borrowings (repayments), net	—		—		2		(9	)	—		(7	)	—		28		2		7		(27	)	10
Proceeds from short-term borrowings													—		—		—		24		—		24
Repayments of short-term borrowings													—		—		—		(24	)	—		(24	)
Proceeds from long-term debt	—		—		—		—		—		—		—		—		—		—		—		—
Repayments of long-term debt	—		(11	)	(5	)	(16	)	—		(32	)	—		(3	)	(1	)	(4	)	—		(8	)
Refinancing costs	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds and repayments from intercompany financing activities	—		11		(11	)	—		—		—
Purchases of treasury stock, including related fees	(37	)	—		—		—		—		(37	)	(20	)	—		—		—		—		(20	)
Dividends from subsidiary	35		35		—		—		(70	)	—
Dividends to parent	—		(35	)	(35	)	—		70		—		—		(23	)	(23	)	—		46		—
Contributions from parent to subsidiary	—		—		(3	)	3		—		—
Contributions from parent													—		—		—		3		(3	)	—
Stock option exercises	58		—		—		—		—		58		7		—		—		—		—		7
Series A common stock dividends	(31	)	—		—		—		—		(31	)	(10	)	—		—		—		—		(10	)
Preferred stock dividends	—		—		—		—		—		—
Return of capital to parent													—		—		—		—		—		—
Other, net	29		—		—		(1	)	—		28		—		—		—		—		—		—
Net cash provided by (used in) financing activities	54		—		(52	)	(23	)	—		(21	)	(23	)	2		(22	)	6		16		(21	)
Exchange rate effects on cash and cash equivalents	—		—		—		3		—		3		—		—		—		6		—		6
Net increase (decrease) in cash and cash equivalents	26		—		92		128		—		246		—		—		2		43		—		45
Cash and cash equivalents as of beginning of period	—		—		133		549		—		682		—		—		133		549		—		682
Cash and cash equivalents as of end of period	26		—		225		677		—		928		—		—		135		592		—		727

~~CELANESE CORPORATION AND SUBSIDIARIES~~

~~UNAUDITED INTERIM CONSOLIDATING STATEMENTS OF CASH FLOWS~~

Nine Months Ended September 30, 2011

Parent
Guarantor
Issuer
Subsidiary
Guarantors

Non-
Guarantors
Eliminations Consolidated
(In $ millions)
Net cash provided by (used in) operating activities (1 ) —
224
258
—
481
Investing Activities

Capital expenditures on property, plant and equipment —
—
(105 ) (136 ) —
(241 )
Acquisitions, net of cash acquired —
—
(8 ) —
—
(8 )
Proceeds from sale of businesses and assets, net —
—
1
5
—
6
Deferred proceeds from Kelsterbach plant relocation —
—
—
158
—
158
Capital expenditures related to Kelsterbach plant relocation —
—
—
(174 ) —
(174 )
Other, net —
—
(3 ) (34 ) —
(37 )
Net cash provided by (used in) investing activities —
—
(115 ) (181 ) —
(296 )
Financing Activities

Short-term borrowings (repayments), net —
—
(9 ) (11 ) —
(20 )
Proceeds from long-term debt —
400
—
11
—
411
Repayments of long-term debt —
(529 ) (2 ) (31 ) —
(562 )
Refinancing costs —
(8 ) —
—
—
(8 )
Proceeds and repayments from intercompany financing activities —
137
(137 ) —
—
—
Purchases of treasury stock, including related fees (28 ) —
—
—
—
(28 )
Dividends from subsidiary 43
143
—
—
(186 ) —
Dividends to parent —
(43 ) (43 ) (100 ) 186
—
Contributions from parent to subsidiary —
(100 ) 100
—
—
—
Stock option exercises 19
—
—
—
—
19
Series A common stock dividends (25 ) —
—
—
—
(25 )
Preferred stock dividends —
—
—
—
—
—
Other, net (8 ) —
(3 ) —
—
(11 )
Net cash provided by (used in) financing activities 1
—
(94 ) (131 ) —
(224 )
Exchange rate effects on cash and cash equivalents —
—
—
3
—
3
Net increase (decrease) in cash and cash equivalents —
—
15
(51 ) —
(36 )
Cash and cash equivalents as of beginning of period —
—
128
612
—
740
Cash and cash equivalents as of end of period —
—
143
561
—
704

4140

~~22. Subsequent Events~~

On ~~October 17, 2012, the Company's Board of Directors declared a quarterly cash dividend of~~ ~~$0.075~~ ~~per share on its Common Stock estimated to be~~ ~~$12 million. The cash dividends are for the period from~~ ~~August 1, 2012~~ to ~~October 31, 2012~~ ~~and will be paid on~~ ~~November 8, 2012~~ ~~to holders of record as of~~ ~~October 29, 2012~~.

On ~~October 18, 2012, the Company's Board of Directors approved an increase in its share repurchase authorization of the Common Stock to~~ ~~$400 million~~. ~~As of September 30, 2012~~ ~~the Company had~~ ~~$136 million~~ ~~remaining under the previous authorization.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q ("Quarterly 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 Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, ~~2011~~2012, filed on February ~~10, 2012~~8, 2013 with the Securities and Exchange Commission ("SEC") as part of the Company’s Annual Report on Form 10-K (the "~~2011~~2012 Form 10-K") and the unaudited interim consolidated financial statements and notes thereto included elsewhere in this Quarterly Report.

Investors are cautioned that the forward-looking statements contained ~~in this section and other parts of~~within this Quarterly 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 "Special Note Regarding Forward-Looking Statements" below and at the beginning of our ~~2011~~2012 Form 10-K.

Special Note Regarding Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly 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. 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, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "may," "can," "could," "might," "will" and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events at the time that the statements are made, are not historical facts or guarantees of future performance and are subject to significant risks, uncertainties and other factors that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate and, accordingly, should not have undue reliance placed upon them. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly 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.

See Part I - Item 1A. Risk Factors of our ~~2011~~2012 Form 10-K and subsequent periodic filings we make with the SEC for a description of risk factors that could significantly affect our financial results. In addition, the following factors could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include, among other things:

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

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

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

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

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

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

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

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

4341

costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest, or other unforeseen events or delays in construction of facilities;

potential liability for remedial actions and increased costs under existing or future environmental regulations, including those 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 Quarterly 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 Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected.

Overview

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.~~technologies and solutions.

~~2012~~2013 Highlights:

•

We ~~announced~~signed a Memorandum of Understanding ("MOU") with Pertamina, the state-owned energy company of the Republic of Indonesia, to begin the detailed project planning phase for the development of fuel ethanol projects 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 ~~new CelFX~~leading TCX^TM® ~~matrix~~ technology ~~for filter media. CelFX~~^TM ~~provides~~to the joint venture under a ~~flexible additive platform for innovation that allows our customers increased filter design flexibility, improved constituent reduction~~separate technology licensing agreement. Under the detailed project planning phase of the MOU, we and ~~supports a broad choice for enhancement additives.~~Pertamina will select the first production location, initiate project permitting and negotiate coal supply and other industrial partner agreements. This phase of the MOU is expected to be completed by the end of 2013.

We ~~announced plans to construct and operate~~received the JEC Innovation Award for the first thermoplastic composite tailplane for a ~~methanol production facility at our Clear Lake, Texas acetyl complex which is expected to start up after July 1, 2015. As one~~helicopter. The new composite tailplane of the ~~world's largest producers of acetyl products, this would allow us~~Agusta Westland AW 169 helicopter results in 15 percent weight reduction from conventional composites and contributes considerably to ~~utilize our existing infrastructure to capture the opportunities created by abundant~~fuel savings and ~~affordable US natural gas supplies.~~

~~We announced that the Board of Directors increased our share repurchase authorization to $400 million. As of September 30, 2012, we had $136 million remaining under our previous authorization.~~lower emissions.


•	We ~~launched the~~introduced a new ~~Sunsation~~^SM ~~platform to help food and beverage manufacturers develop low- and no-calorie products that are better tasting and simplify the formulation process to bring products to market faster.~~

•

~~We entered into an agreement to advance the development~~generation of fuel ethanol projects with Pertamina, the state-owned energy company of Indonesia. In line with our long-term strategy to develop new and renewable energy capabilities, Pertamina will collaborate exclusively with us to jointly develop synthetic fuel ethanol projects in the Republic of Indonesia utilizing our proprietary TCXThermx^® ~~ethanol process technology.~~

•

~~We started up our technology development unit for ethanol production at our facility~~PCT grades that deliver outstanding initial reflectance and reflectance stability under heat and light as required in ~~Clear Lake, Texas. The unit will support our continuing development of TCX~~^® ~~ethanol process technology for customers~~light-emitting diode ("LED") lighting packages found in ~~both industrial-grade~~display backlight and ~~fuel ethanol.~~


•	~~We completed the acquisition of certain assets from Ashland Inc., including two product lines, Vinac~~^® ~~and Flexbond~~^®~~, which will support the strategic growth of our Emulsions business.~~

•

We received key government approvals necessary to proceed with previously announced plans to modify and enhance our existing integrated acetyl facility at the Nanjing Chemical Industrial Park in China to produce ethanol for industrial uses. Based upon continued advancements to our TCX^® ethanol process technology, we now expect to have approximately 30 to 40 percent additional ethanol production capacity above the originally announced 200,000 tons with no increase in the capital investment for the modification and enhancement. The unit is expected to startup in mid-2013.general lighting.

~~Moody's Investors Service and Standard & Poor's Ratings Services both upgraded its outlook for Celanese~~We elected Edward G. Galante to ~~"Positive" from "Stable." In raising~~ our ~~outlook, both agencies cited improved operating performance, debt reduction as well as our operational, geographical and product diversity.~~

~~We announced that our Board~~board of ~~Directors approved~~directors. Mr. Galante is a ~~25%~~ ~~increase in our quarterly Series A Common Stock cash dividend. The Board~~former senior vice president of ~~Directors increased the quarterly dividend rate from~~ ~~$0.06~~ to ~~$0.075~~ ~~per share of Common Stock on a quarterly basis and~~ ~~$0.24~~ to ~~$0.30~~ ~~per share of Common Stock on an annual basis. The new dividend rate became effective in~~ ~~August 2012~~.

Exxon Mobil Corporation.

4542

Results of Operations

Change in accounting policy regarding pension and other postretirement benefits

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 1 - Description of the Company and Basis of Presentation in the accompanying unaudited interim 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


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions)												(In $ millions)
Statement of Operations Data
Net sales	1,609		1,807		(198	)	4,917		5,149		(232	)	1,605		1,633		(28	)
Gross profit	324		401		(77	)	925		1,162		(237	)	333		274		59
Selling, general and administrative expenses	(121	)	(140	)	19		(379	)	(408	)	29		(106	)	(126	)	20
Other (charges) gains, net	2		(24	)	26		(1	)	(39	)	38		(4	)	—		(4	)
Operating profit (loss)	163		196		(33	)	425		593		(168	)	184		111		73
Equity in net earnings of affiliates	50		57		(7	)	163		146		17		54		51		3
Interest expense	(44	)	(54	)	10		(134	)	(166	)	32		(43	)	(45	)	2
Dividend income - cost investments	1		1		—		85		80		5		24		—		24
Earnings (loss) from continuing operations before tax	173		201		(28	)	544		661		(117	)	218		120		98
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations	119		167		(48	)	512		510		2		141		193		(52	)
Earnings (loss) from discontinued operations	(2	)	—		(2	)	(2	)	2		(4	)	1		—		1
Net earnings (loss)	117		167		(50	)	510		512		(2	)	142		193		(51	)
Other Data
Depreciation and amortization	78		77		1		227		221		6		76		74		2
Operating margin⁽¹⁾	10.1	%	10.8	%			8.6	%	11.5	%			11.5	%	6.8	%
Other (charges) gains, net
Employee termination benefits	(1	)	(5	)	4		(2	)	(18	)	16		(2	)	—		(2	)
Kelsterbach plant relocation	(3	)	(14	)	11		(5	)	(43	)	38		(2	)	—		(2	)
Plumbing actions	4		2		2		4		6		(2	)
Commercial disputes	2		(7	)	9		2		15		(13	)
Other	—		—		—		—		1		(1	)
Total other (charges) gains, net	2		(24	)	26		(1	)	(39	)	38		(4	)	—		(4	)

⁽¹⁾ Defined as operating profit (loss) divided by net sales.


	As of	As of
	September 30, 2012	December 31, 2011	As of March 31, 2013	As of December 31, 2012
	(unaudited)		(unaudited)
	(In $ millions)		(In $ millions)
Balance Sheet Data
Cash and cash equivalents	928	682	978	959

Short-term borrowings and current installments of long-term debt - third party and affiliates	141	144	112	168
Long-term debt	2,839	2,873	2,959	2,930
Total debt	2,980	3,017	3,071	3,098

4644

Selected Data by Business Segment


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions, except percentages)												(In $ millions, except percentages)
Net Sales
Advanced Engineered Materials	322		332		(10	)	962		1,006		(44	)	329		317		12
Consumer Specialties	314		298		16		905		855		50		295		264		31
Industrial Specialties	297		332		(35	)	933		951		(18	)	288		309		(21	)
Acetyl Intermediates	785		975		(190	)	2,458		2,702		(244	)	808		852		(44	)
Other Activities	—		—		—		—		1		(1	)	—		—		—
Inter-segment eliminations	(109	)	(130	)	21		(341	)	(366	)	25		(115	)	(109	)	(6	)
Total	1,609		1,807		(198	)	4,917		5,149		(232	)	1,605		1,633		(28	)
Other (Charges) Gains, Net
Advanced Engineered Materials	1		(13	)	14		(1	)	(42	)	41		(2	)	—		(2	)
Consumer Specialties	(1	)	2		(3	)	2		(2	)	4		—		(1	)	1
Industrial Specialties	—		—		—		—		—		—		(1	)	—		(1	)
Acetyl Intermediates	1		(5	)	6		2		15		(13	)	(1	)	—		(1	)
Other Activities	1		(8	)	9		(4	)	(10	)	6		—		1		(1	)
Total	2		(24	)	26		(1	)	(39	)	38		(4	)	—		(4	)
Operating Profit (Loss)
Advanced Engineered Materials	43		14		29		85		79		6		36		24		12
Consumer Specialties	70		66		4		184		168		16		78		40		38
Industrial Specialties	23		30		(7	)	76		83		(7	)	15		20		(5	)
Acetyl Intermediates	62		128		(66	)	199		392		(193	)	75		62		13
Other Activities	(35	)	(42	)	7		(119	)	(129	)	10		(20	)	(35	)	15
Total	163		196		(33	)	425		593		(168	)	184		111		73
Earnings (Loss) From Continuing Operations Before Tax
Advanced Engineered Materials	88		67		21		228		206		22		76		67		9
Consumer Specialties	70		66		4		269		248		21		104		41		63
Industrial Specialties	23		31		(8	)	76		84		(8	)	15		20		(5	)
Acetyl Intermediates	64		131		(67	)	204		399		(195	)	78		63		15
Other Activities	(72	)	(94	)	22		(233	)	(276	)	43		(55	)	(71	)	16
Total	173		201		(28	)	544		661		(117	)	218		120		98
Depreciation and Amortization
Advanced Engineered Materials	29		27		2		84		68		16		29		27		2
Consumer Specialties	13		9		4		33		34		(1	)	10		9		1
Industrial Specialties	13		12		1		41		34		7		12		15		(3	)
Acetyl Intermediates	20		25		(5	)	59		75		(16	)	21		20		1
Other Activities	3		4		(1	)	10		10		—		4		3		1
Total	78		77		1		227		221		6		76		74		2
Operating Margin
Advanced Engineered Materials	13.4	%	4.2	%			8.8	%	7.9	%			10.9	%	7.6	%
Consumer Specialties	22.3	%	22.1	%			20.3	%	19.6	%			26.4	%	15.2	%
Industrial Specialties	7.7	%	9.0	%			8.1	%	8.7	%			5.2	%	6.5	%
Acetyl Intermediates	7.9	%	13.1	%			8.1	%	14.5	%			9.3	%	7.3	%
Total	10.1	%	10.8	%			8.6	%	11.5	%			11.5	%	6.8	%

4745

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:

Three Months Ended ~~September 30, 2012~~March 31, 2013 Compared to Three Months Ended ~~September 30, 2011~~March 31, 2012


	Volume		Price		Currency		Other	Total		Volume		Price		Currency	Other	Total
	(unaudited)									(unaudited)
	(In percentages)									(In percentages)
Advanced Engineered Materials	(1	)	3		(5	)	—	(3	)	—		4		—	—	4
Consumer Specialties	—		6		(1	)	—	5		5		7		—	—	12
Industrial Specialties	2		(8	)	(5	)	—	(11	)	(3	)	(4	)	—	—	(7	)
Acetyl Intermediates	(5	)	(11	)	(3	)	—	(19	)	(4	)	(1	)	—	—	(5	)
Total Company	(2	)	(6	)	(4	)	1	(11	)	(2	)	—		—	—	(2	)

~~Nine Months EndedSeptember 30, 2012~~ ~~Compared to~~ ~~Nine Months EndedSeptember 30, 2011~~

Volume Price Currency Other Total
(unaudited)
(In percentages)
Advanced Engineered Materials (3 ) 3
(4 ) — (4 )
Consumer Specialties —
7
(1 ) — 6
Industrial Specialties 4
(2 ) (4 ) — (2 )
Acetyl Intermediates 2
(8 ) (3 ) — (9 )
Total Company 1
(3 ) (3 ) — (5 )

Consolidated Results – ~~Three and~~ ~~Nine~~Three Months Ended ~~September 30, 2012~~ ~~Compared with Three and~~ ~~Nine Months EndedSeptember 30, 2011~~

~~Three Months Ended September 30, 2012~~March 31, 2013 Compared with Three Months Ended ~~September 30, 2011~~March 31, 2012

Net sales decreased $~~198~~28 million during the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012 primarily due to lower volumes and lower pricing in our Acetyl Intermediates and Industrial Specialties segments, partially offset by higher pricing and volumes in our ~~Acetyl Intermediates~~Consumer Specialties segment and ~~unfavorable currency impacts across all~~higher pricing in our segments due to the stronger dollar against the Euro and the Renminbi. Acetic acid pricing declined significantly compared to 2011 as a result of temporary planned and unplanned production outages across the industry during the three months ended September 30, 2011 which did not occur in 2012. In 2012 softer global demand for acetyl products and derivatives, due to the unfavorable economic conditions in Europe and Asia, and generally lower raw material prices contributed to the decrease in pricing and lower volumes.Advanced Engineered Materials segment. Consumer Specialties' net sales increased compared to the prior year period, reflecting higher pricing across all regions for Acetate Products due to continued strong demand ~~for Consumer Specialties' value-added applications.~~and the absence of the temporary production outage that occurred in 2012 at our Narrows, Virginia site that shifted sales later into the year. Our Acetyl Intermediates and Industrial Specialties businesses' volumes decreased as a result of lower global demand and continued weak economic conditions in Europe.

Operating profit ~~decreased~~increased $3373 million, or ~~17%~~66%~~, primarily due to lower pricing in our Acetyl Intermediates segment.~~. Lower raw material costs were a key factor, with ethylene, methanol and ~~lower expenses recorded to other (charges) gains, net, in our other segments were not sufficient to offset~~carbon monoxide being the ~~decline~~key drivers. The increase in operating profit was also a result of lower plant expenses reflecting the cessation of acetate flake and tow production at our Spondon, Derby, United Kingdom facility in November 2012, the absence of the temporary production outage that occurred in 2012 at our ~~Acetyl Intermediates segment.~~Narrows, Virginia site and the benefits of productivity and efficiency initiatives. Selling, general and administrative expenses were also down $20 million primarily due to an $8 million decrease in costs associated with business optimization initiatives and executive compensation and lower pension and other postretirement benefit expenses of $11 million, which are included in Other Activities. As a percentage of net sales, selling, general and administrative expenses decreased from 7.7% to ~~7.5%~~6.6% for the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011~~2012.

Other (charges) gains, net ~~increased~~changed $264 million during the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012 primarily due to ~~a reduction of~~ $112 million in costs associated with the relocation of our polyoxymethylene, also commonly known as polyacetal ("POM"), operations in Germany, which ~~are~~is included in our Advanced Engineered Materials segment, as well as ~~a reduction in commercial dispute costs of~~ $92 million~~. Of~~ of employee termination benefits related to a business optimization project, which is included in our Industrial Specialties and Acetyl Intermediates segments.

Dividend income from cost investments increased $24 million over the ~~reduction~~same period in ~~commercial dispute costs~~2012 due to the timing of the dividend payments from our China Acetate ventures. Historically, our China Acetate ventures paid a lump sum cash dividend during the three months ended~~September~~ June 30 ~~2012, $5 million is attributable~~each year, while in 2013 dividends are expected to ~~our Acetyl Intermediates segment and $4 million to Other Activities.~~be paid quarterly.

Our effective income tax rate for the three months ended ~~September 30, 2012~~March 31, 2013 was ~~31%~~35% compared to ~~17%~~(61)% for the three months ended ~~September 30, 2011~~ ~~primarily due to changes in uncertain tax positions and increases in losses in jurisdictions not providing tax benefits.~~

~~Nine Months Ended September 30,~~March 31, 2012 ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Net sales~~ ~~decreased$232 million~~ ~~during the~~ ~~nine months endedSeptember 30, 2012~~ ~~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. Acetic acid pricing declined significantly during the nine months ended September 30, 2012 compared to the same period in 2011 as a result of temporary planned and unplanned production outages across the industry during the nine months ended September 30, 2011 which did not occur in 2012, as well as unfavorable economic conditions in Europe and Asia. Our Advanced Engineered Materials segment was also impacted by lower demand in Europe and Asia, partially offset by. The higher demand for automotive applications in North America. Volumes were up for our Acetyl Intermediates and Industrial Specialties segments, but were not sufficient to offset lower pricing and unfavorable currency impacts. Consumer Specialties net sales increased $~~50 million~~ ~~during the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011, reflecting demand for value-added applications.~~

~~Operating profit~~ ~~decreased$168 million~~ or ~~28%~~ ~~during the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ primarily due to the lower pricing in our Acetyl Intermediates segment and volatility in ethylene prices, impacting raw material costs. As a percentage of net sales, selling, general and administrative expenses ~~decreased~~ ~~from~~ ~~7.9%~~ to ~~7.7%~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~as compared to the same period in~~ ~~2011~~ ~~primarily due to a decrease of $15 million in selling, general and administrative expenses in Other Activities.~~

~~Other (charges) gains, net~~ ~~increased$38 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~as compared to the same period in~~ ~~2011. During the~~ ~~nine months endedSeptember 30, 2012~~ ~~and 2011, we recorded~~ ~~$5 million~~ ~~and~~ ~~$43 million, respectively, of expenses related to the relocation of our POM operations in Germany. During the~~ ~~nine months endedSeptember 30, 2012, we recorded no significant employee termination costs as compared to the same period in 2011. See~~ ~~Note 13, Other (Charges) Gains, Net, in the accompanying unaudited interim consolidated financial statements for further information. In~~ ~~2011, we received consideration of~~ ~~$17 million~~ ~~in connection with the settlement of a claim against a bankrupt supplier. In addition, we recovered an additional~~ ~~$4 million~~ ~~from the settlement of an unrelated commercial dispute, which were both recorded in our Acetyl Intermediates segment. No such settlements occurred in the~~ ~~nine months endedSeptember 30, 2012~~.

~~Our~~ effective ~~income~~ tax rate for the ~~nine~~three months ended~~September 30, 2012~~March 31, 2013 ~~was~~ 6% ~~compared~~is attributable to ~~23%~~ ~~for~~losses in jurisdictions without tax benefit, increased earnings in high income tax jurisdictions and changes regarding the ~~nine months endedSeptember 30, 2011. The~~recoverability of deferred tax assets in certain jurisdictions. In 2012 the lower effective tax rate ~~was~~is primarily due to foreign tax credit carryforwards of ~~$142 million~~ ~~recognized during the three months ended March 31, 2012,~~ partially offset by~~$38 million~~ of deferred tax charges related to changes in ~~our~~ assessment regarding ~~the~~ permanent reinvestment of certain foreign ~~earnings from our Polyplastics Co., Ltd affiliate.~~earnings.

Business Segments – ~~Three and~~ ~~Nine~~Three Months Ended ~~September 30, 2012~~March 31, 2013 Compared with ~~Three and~~ ~~Nine~~Three Months Ended ~~September 30, 2011~~March 31, 2012

Advanced Engineered Materials


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions, except percentages)												(In $ millions, except percentages)
Net sales	322		332		(10	)	962		1,006		(44	)	329		317		12
Net sales variance
Volume	(1	)%					(3	)%					—	%
Price	3	%					3	%					4	%
Currency	(5	)%					(4	)%					—	%
Other	—	%					—	%					—	%
Other (charges) gains, net	1		(13	)	14		(1	)	(42	)	41		(2	)	—		(2	)
Operating profit (loss)	43		14		29		85		79		6		36		24		12
Operating margin	13.4	%	4.2	%			8.8	%	7.9	%			10.9	%	7.6	%
Equity in net earnings (loss) of affiliates	45		52		(7	)	143		125		18		40		43		(3	)
Earnings (loss) from continuing operations before tax	88		67		21		228		206		22		76		67		9
Depreciation and amortization	29		27		2		84		68		16		29		27		2

Our Advanced Engineered Materials segment develops, produces and supplies a broad ~~portfolio~~offering 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 Advanced Engineered Materials segment is a leading participant in the global specialty polymers industry. Advanced Engineered Materials products are used for a broad range of applications including automotive components, medical devices, electrical and electronics, appliances, battery separators, conveyor belts, filtration equipment, coatings and industrial applications.

~~Three Months Ended September 30, 2012~~ ~~Compared with~~ ~~Three Months Ended September 30, 2011~~

Advanced Engineered Materials’ net sales ~~decreased~~increased $1012 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012 primarily due to ~~lower demand in Europe, partially offset by~~ higher ~~volumes for almost~~pricing across all product lines with global product mix, mainly medical applications, being a key factor. Overall volumes remained flat, with volumes increasing slightly in ~~North America~~the Americas driven by improvements in the auto industry and ~~Asia. The weak Euro resulted~~ in ~~a significant unfavorable currency impact on net sales, partially~~Asia in line with growth in the region, offset by ~~higher pricing across almost all product lines.~~lower volumes in Europe due to the continued weak economic conditions and lower year-over-year automotive builds.

Operating profit increased $2912 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012~~. The change in operating profit was~~ primarily due to higher pricing, lower raw material costs, mainly ~~driven~~ethylene, methanol and polypropylene, and other expenses, partially offset by an increase in other (charges) gains, net, as a result of lower costs of $14 million associated with our POM production facility in Frankfurt Hoechst Industrial Park, Germany which began operations during the three months ended September 30, 2011. Higher pricing and lower variable costs as compared to the same period in 2011 contributed an additional $16 million to the increase in operating profit.higher energy costs.

Earnings (loss) from continuing operations before tax increased $219 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012, reflecting the increase in operating profit, partially offset by ~~the~~a decrease in equity in net earnings of affiliates of $73 million. Net earnings of affiliates decreased primarily due to lower earnings from our ~~Ibn Sina affiliate, driven by lower methyl tertiary-butyl ether ("MTBE") pricing.~~

~~Nine Months Ended September 30, 2012~~ ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Advanced Engineered Materials’ net sales~~ ~~decreased$44 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to~~Polyplastics Company Ltd. strategic affiliate.

5047

~~the same period in~~ ~~2011~~ primarily due to lower demand for industrial and consumer goods applications, particularly in Europe and Asia, partially offset by higher volumes related to automotive applications in North America and Asia. The weak Euro had a significant unfavorable currency impact on net sales. Higher pricing across almost all product lines partially offset the lower volumes and unfavorable currency impact.

~~Operating profit~~ ~~increased$6 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ ~~as lower relocation expenses more than offset higher operating expenses. Higher depreciation of~~ ~~$16 million~~, primarily associated with the opening of our POM production facility in Frankfurt Hoechst Industrial Park, Germany during the three months ended September 30, 2011 and higher expenses of $17 million, primarily related to plant maintenance, integrating manufacturing operations from recently acquired product lines and investing in our compounding operations in Asia, were more than offset by a decrease in relocation expenses of ~~$38 million~~ ~~associated with our Frankfurt Hoechst Industrial Park POM operations included in other (charges) gains, net during the nine months ended September 30, 2012 as compared to the prior year period.~~

~~Earnings (loss) from continuing operations before tax~~ ~~increased$22 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ ~~due to an~~ ~~$18 million~~ ~~increase in equity in net earnings of affiliates driven by higher pricing of methanol and MTBE in our Ibn Sina affiliate.~~

Consumer Specialties


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions, except percentages)												(In $ millions, except percentages)
Net sales	314		298		16		905		855		50		295		264		31
Net sales variance
Volume	—	%					—	%					5	%
Price	6	%					7	%					7	%
Currency	(1	)%					(1	)%					—	%
Other	—	%					—	%					—	%
Other (charges) gains, net	(1	)	2		(3	)	2		(2	)	4		—		(1	)	1
Operating profit (loss)	70		66		4		184		168		16		78		40		38
Operating margin	22.3	%	22.1	%			20.3	%	19.6	%			26.4	%	15.2	%
Equity in net earnings (loss) of affiliates	—		1		(1	)	2		2		—		2		1		1
Dividend income - cost investments	—		—		—		83		78		5		24		—		24
Earnings (loss) from continuing operations before tax	70		66		4		269		248		21		104		41		63
Depreciation and amortization	13		9		4		33		34		(1	)	10		9		1

Our Consumer Specialties segment consists of our Acetate Products and Nutrinova businesses, which serve consumer-driven applications. Our Acetate Products business is a leading producer and supplier of cellulose acetate flake, film and tow, primarily used in filter products applications. Our Nutrinova business is a leading international supplier of premium quality ingredients for the food, beverage and pharmaceuticals industries.

~~Three Months Ended September 30, 2012~~ ~~Compared with~~ ~~Three Months Ended September 30, 2011~~

Net sales for Consumer Specialties increased $1631 million for the three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011~~2012 primarily due to higher pricing and volumes in ~~both the~~our Acetate Products ~~and Nutrinova businesses. Pricing~~business. With continued strong demand, pricing increased 8% across all regions for Acetate ~~Products. Higher~~Products while volumes increased 6%, primarily due to the timing of sales in 2013 compared to 2012, with the largest impact in Europe. Acetate Products volumes for the three months endedMarch 31, 2012were ~~offset~~impacted by ~~lower Nutrinova volumes.~~a temporary production interruption at our Narrows, Virginia Acetate Products facility, shifting volume to later in the year.

Operating profit increased $438 million for the three months ended ~~September 30, 2012~~March 31, 2013, primarily due to the increase in pricing ~~partially offset by a $9~~and lower spending on plant costs of $16 million, ~~increase~~with the absence of the temporary production outage that occurred in ~~energy costs, plant maintenance~~2012 at our Narrows, Virginia site and ~~innovation project costs.~~the cessation of production of acetate flake and tow at our Spondon, Derby, United Kingdom facility in November 2012.

~~Depreciation and amortization~~Dividend income from cost investments increased ~~increased~~$424 million over the same period in 2012 due to the timing of the dividend payments from our China Acetate ventures. In the prior year, our China Acetate ventures paid a lump sum $83 million dividend during the three months ended ~~September~~June 30, 2012, ~~as compared~~while in 2013 dividends are expected to the same period in 2011, primarily due to accelerated depreciation related to additional maintenance-related capital expenditures at our Spondon facility, which will close during the three months ending December 31, 2012.be paid quarterly.

5148

~~Nine Months Ended September 30, 2012~~ ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Net sales for Consumer Specialties~~ ~~increased$50 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~as compared to the same period in~~ ~~2011~~ due to higher pricing in both the Acetate Products and Nutrinova businesses. Pricing increased across all regions for the Acetate Products business. Nutrinova pricing increased primarily due to stronger demand in response to unplanned industry capacity constraints in China. Higher volumes in the Acetate Products business were offset by lower Nutrinova volumes.

~~Operating profit~~ ~~increased$16 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~as compared to the same period in~~ ~~2011~~ as higher Acetate Products' pricing more than offset higher raw material and energy costs of $11 million and $11 million, respectively. Plant maintenance costs also increased $22 million as compared to the same period in 2011, including $10 million related to a production outage during the three months ended March 31, 2012.

~~Earnings (loss) from continuing operations before tax for the~~ ~~nine months endedSeptember 30, 2012~~ includes an increase of $5 million as compared to the same period in 2011, related to dividends received from our China Acetate ventures. Dividends from the China Acetate ventures are typically received in the second quarter each year.

Industrial Specialties


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions, except percentages)												(In $ millions, except percentages)
Net sales	297		332		(35	)	933		951		(18	)	288		309		(21	)
Net sales variance
Volume	2	%					4	%					(3	)%
Price	(8	)%					(2	)%					(4	)%
Currency	(5	)%					(4	)%					—	%
Other	—	%					—	%					—	%
Other (charges) gains, net	—		—		—		—		—		—		(1	)	—		(1	)
Operating profit (loss)	23		30		(7	)	76		83		(7	)	15		20		(5	)
Operating margin	7.7	%	9.0	%			8.1	%	8.7	%			5.2	%	6.5	%
Earnings (loss) from continuing operations before tax	23		31		(8	)	76		84		(8	)	15		20		(5	)
Depreciation and amortization	13		12		1		41		34		7		12		15		(3	)

Our Industrial Specialties segment includes our Emulsions and EVA Performance Polymers businesses. Our Emulsions 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. EVA Performance Polymers is a leading North American manufacturer of a full range of low-density polyethylene and specialty EVA resins and compounds. EVA Performance Polymers products are used in many applications, including flexible packaging films, lamination film products, hot melt adhesives, medical products, automotive, carpeting and photovoltaic cells.

~~Three Months Ended September 30, 2012~~ ~~Compared with~~ ~~Three Months Ended September 30, 2011~~

Net sales decreased $3521 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012. reflecting both lower volumes and lower pricing. Volumes were ~~up for both~~down primarily in our Emulsions ~~and EVA Performance Polymers during the three months ended September 30, 2012 compared to the same period in 2011 but were not sufficient to offset~~business driven by lower ~~pricing and unfavorable currency impacts due to the stronger dollar against the Euro and Renminbi. Volumes for Emulsions increased 3% overall, primarily due to strong~~ demand in North America and ~~Asia Pacific, including sales~~Europe, particularly for paper, paint and coating products, as a result of both weak economic conditions and the prolonged winter season in Europe. Pricing declined in our ~~recently acquired product lines, Vinac~~^® ~~and Flexbond~~^®,Emulsions business as a result of lower raw material costs, primarily ethylene, while pricing declined in our recent China Emulsions facility expansion and sales of innovative applications, partially offset by lower demand in the European region due to the weak economy. Emulsions product pricing was down in all regions. Lower pricing for EVA Performance Polymers ~~reflects a decline in end-use~~business with lower demand inbeing the ~~North America and Asia.~~key driver.

Operating profit decreased $75 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~. Slightly higher volumes and lower variable costs of $32 million, of which $22 million related to raw materials, primarily ethylene and vinyl acetate monomer ("VAM"), were not sufficient to offset the lower pricing for EVA Performance Polymers applications.

~~Nine Months Ended September 30,~~ 2012 ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Net sales~~ ~~decreased$18 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~. Volumes were up for both Emulsions and EVA Performance Polymers during the nine months ended September 30, 2012 compared to the same period in 2011, but were more than offset by lower pricing and unfavorable currency impacts due to the stronger dollar against the Euro and Renminbi. Volumes increased 4% overall for Emulsions primarily due to strong demand in North America and Asia Pacific, including sales of our recently acquired product lines, Vinac^® ~~and Flexbond~~^®, our recent China Emulsions facility expansion and sales of innovative applications, partially offset by lower demand in the European region due to a weak economy. Lower pricing for EVA Performance Polymers reflects weaker demand in North America and slower Asia sales.

~~Operating profit~~ ~~decreased$7 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ primarily due to lower volumes in our Emulsions business. Lower pricing ~~driven by current economic conditions. Although raw material costs decreased compared to the same period~~ in ~~2011, lower pricing~~both our Emulsions products and ~~higher depreciation and amortization more than offset these savings. Depreciation and amortization~~ ~~increased$7 million~~ ~~due to accelerated depreciation related to efficiency initiatives at~~ our EVA Performance Polymers ~~production facility in Edmonton, Alberta, Canada, as well as increased amortization in Emulsions related to the recent acquisition~~products was partially offset by lower raw materials of ~~finite-lived intangible assets and increased depreciation related to the China capacity expansion.~~$5 million, primarily ethylene.

Acetyl Intermediates


													Three Months Ended
	Three Months Ended						Nine Months Ended						March 31,
	September 30,						September 30,						2013		2012		Change
	2012		2011		Change		2012		2011		Change				As Adjusted
	(unaudited)												(unaudited)
	(In $ millions, except percentages)												(In $ millions, except percentages)
Net sales	785		975		(190	)	2,458		2,702		(244	)	808		852		(44	)
Net sales variance
Volume	(5	)%					2	%					(4	)%
Price	(11	)%					(8	)%					(1	)%
Currency	(3	)%					(3	)%					—	%
Other	—	%					—	%					—	%
Other (charges) gains, net	1		(5	)	6		2		15		(13	)	(1	)	—		(1	)
Operating profit (loss)	62		128		(66	)	199		392		(193	)	75		62		13
Operating margin	7.9	%	13.1	%			8.1	%	14.5	%			9.3	%	7.3	%
Equity in net earnings (loss) of affiliates	—		1		(1	)	3		4		(1	)	3		1		2
Earnings (loss) from continuing operations before tax	64		131		(67	)	204		399		(195	)	78		63		15
Depreciation and amortization	20		25		(5	)	59		75		(16	)	21		20		1

Our Acetyl Intermediates segment produces and supplies acetyl products, including acetic acid, ~~VAM,~~vinyl acetate monomer ("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.

~~Three Months Ended September 30, 2012~~ ~~Compared with~~ ~~Three Months Ended September 30, 2011~~

Acetyl Intermediates’ net sales decreased $~~190~~44 million during the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012 as ~~a result of~~continued challenging economic conditions resulted in lower overall volumes, with volumes down in VAM and other downstream derivatives, and slightly lower pricing ~~and lower volumes due to weak demand in Europe and Asia as well as unfavorable currency impacts. During the three months ended September 30, 2011, planned and unplanned production outages~~ across ~~the industry resulted in temporarily higher pricing. Similar industry utilization tightness did not occur in the three months ended September 30, 2012.~~all product lines.

We do not believe current economic conditions are reflective of the value of our acetyl products or those of certain feedstocks. As a result, we took action beginning in the three months ended March 31, 2012 and temporarily idled our 600,000 ton per year Singapore acetic acid plant. Since then, we have periodically resumed operations of this plant and we continue to assess its status based on economic conditions, demand and feedstock costs.

Operating profit ~~decreased~~increased $6613 million during the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012. The ~~decrease~~increase in operating profit is primarily due to lower ~~pricing, lower volumes and currency impacts. The negative pricing impact was partially offset by lower~~ raw material costs of ~~$53~~$25 million, ~~primarily~~mainly carbon monoxide, ethylene and methanol, and ~~ethylene, and~~ lower ~~plant maintenance and distribution~~fixed costs of ~~$13 million.~~

~~Other (charges) gains, net~~ ~~increased~~$6$6 million, ~~for~~ more than offsetting the ~~three months endedSeptember 30, 2012~~ ~~primarily due to a reduction in commercial dispute costs~~impact of ~~$5 million. Depreciation~~lower volumes and ~~amortization~~ ~~decreased$5 million~~ ~~due to certain customer-related intangible assets being fully amortized in 2011.~~

~~Nine Months Ended September 30, 2012~~ ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Acetyl Intermediates’ net sales~~ ~~decreased$244 million~~ ~~during the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ ~~is due to lower pricing and unfavorable currency impacts, partially offset by higher downstream product volumes primarily as a result of higher VAM demand. During the~~ ~~nine months endedSeptember 30, 2011, temporarily elevated industry utilization due to planned and unplanned outages of acetyl producers resulted in higher industry~~ pricing. ~~Acetic acid pricing has declined during the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in 2011 as a result of unfavorable economic conditions in Europe and Asia.~~

~~Operating profit~~ ~~decreased$193 million~~ ~~during the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~ primarily due to lower pricing and currency impacts. The decrease in operating profit was somewhat offset by lower raw material costs of $29 million, primarily carbon monoxide and acetone. Energy costs and plant maintenance and distribution costs were also lower by $13 million and $11 million, respectively, during the ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011~~.

~~Other (charges) gains, net~~ ~~decreased$13 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011. During the nine months ended September 30, 2011, we received consideration of $17 million~~ ~~in connection with the settlement of a claim against a bankrupt supplier and $4 million~~ ~~for the resolution of a commercial dispute, offset by employee termination benefits of $4 million relating to the closure of our Pardies facility. Depreciation and amortization~~ ~~decreased$16 million~~ ~~mainly due to certain customer-related intangibles being fully amortized in 2011.~~

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 and our captive insurance companies.

Other Activities also includes the components of our net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other post retirement plans not allocated to our business segments. For further discussion see Note 1 - Description of the Company and Basis of Presentation~~Three Months Ended September 30, 2012~~ ~~Compared with~~ ~~Three Months Ended September 30, 2011~~
.

Operating loss of $3520 million for Other Activities decreased $715 million for the three months ended ~~September 30, 2012~~March 31, 2013 compared to the same period in ~~2011~~2012, primarily due to aan $8 million decrease in costs associated with business optimization initiatives and executive compensation and other productivity restructuring expenses, with other (charges) gains, net increasing by $9 million, partially offset by unfavorable currency fluctuations. The increase of $9 million in other (charges) gains, net during the ~~three months endedSeptember 30, 2012~~ ~~is due to the absence of $4 million in commercial dispute costs and a decrease in termination benefit costs of $6 million, related to one of our business optimization initiatives.~~

~~Nine Months Ended September 30, 2012~~ ~~Compared with~~ ~~Nine Months Ended September 30, 2011~~

~~Operating loss of~~ ~~$119 million~~ ~~for Other Activities~~ ~~decreased$10 million~~ ~~for the~~ ~~nine months endedSeptember 30, 2012~~ ~~compared to the same period in~~ ~~2011. Selling, general and administrative expenses were~~ lower ~~by $15 million~~pension and other ~~(charges) gains, net were higher by $6 million. Selling, general~~postretirement benefit expenses of $11 million, reflecting a favorable change in interest cost and administrative expenses were lower primarily due to a decrease in costs associated with business optimization initiatives, executive compensation and other productivity restructuring related expenses. Other (charges) gains, net were higher for the ~~nine months endedSeptember 30, 2012~~ ~~primarily due to the absence of $4 million in commercial dispute costs as compared to the same period in 2011. Offsetting these lower costs were captive insurance reserve adjustments of $7 million.~~expected return on plan assets.

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 ~~September 30, 2012~~March 31, 2013 we have $~~158~~50 million available for borrowing under our credit-linked revolving facility and $600 million available under our revolving credit 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, for the next twelve months. 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.

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 in our 2012 Form 10-K, we will be required to make significant capital expenditures to comply with stricter emissions requirements for industrial boilers and process heaters at our facilities in the next three to four years. In ~~July~~October 2012, we ~~completed construction of a technology development unit for ethanol production~~received approval to proceed with replacing the coal-fired boilers at our ~~facility~~Narrows, Virginia site with new, natural gas-fired boilers. Our total investment is estimated at over $150 million. We anticipate construction will begin in ~~Clear Lake, Texas. We also completed construction~~the first half of ~~a new research and development facility at our Clear Lake site to continue the advancement of our acetyl and TCX~~^® ~~technologies.~~2013 with completion approximately two years later.

In June 2012, we announced our intent to build a new 1.3 million ton per year methanol plant in Clear Lake, Texas. The unit is expected to start up in ~~July 2015.~~mid-2015. We are currently evaluating various strategic alternatives that would allow us to share the off-take and minimize our portion of the capital expenditures of this planned facility.

In January 2011, we signed letters of intent to construct and operate one, and possibly two, industrial ethanol production facilities in China. The potential sites were Nanjing, China at the Nanjing Chemical Industrial Park, and Zhuhai, China at the Gaolan Port Economic Zone. We expect to begin industrial ethanol production within 30 months following project approvals with anticipated initial nameplate capacity of 400,000 tons per year per unit and an initial investment of approximately $300 million per unit.

In June 2011, we announced our plans to modify and enhance our existing integrated acetyl facility at the Nanjing Chemical Industrial Park with our TCX^® advanced technology. ~~In March 2012, we received key government approvals necessary to proceed with our plans to modify and enhance our Nanjing facility.~~ The unit is expected to startup in mid-2013 with a capacity of approximately 275,000 tons per year. We also intend to construct one, and possibly two, additional industrial ethanol complexes in China, following necessary approvals, utilizing Celanese TCX^® ethanol process technology to help supply applications for the growing Asia region.

In April 2010, we announced that, through our strategic affiliate Ibn Sina, we will construct a 50,000 ton POM production facility in Saudi Arabia. Our pro rata share of invested capital in the POM expansion is expected to total approximately $165 million over a five year period which began in late 2010.

~~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~~ ~~in our 2011 Form 10-K, we preliminarily estimate our costs in the US to approximate~~ ~~$150 million~~ ~~in total over the next four years, depending on the timing and requirements of the final rule.~~

In addition to exit-related costs associated with the closure of the Spondon, Derby, United Kingdom acetate flake and tow manufacturing operations, we expect to incur capital expenditures in certain capacity and efficiency improvements, principally at our Lanaken, Belgium facility, to optimize our global production network.

Total cash outflows for capital expenditures, including the specific projects above, are expected to be in the range of $~~325~~375 million to $~~350~~400 million in ~~2012, excluding approximately~~ ~~€43 million~~ related to the relocation of our POM plant in Kelsterbach and capacity expansion in Europe. Per the terms of our agreement with the Frankfurt, Germany Airport, we ceased POM operations at our Kelsterbach, Germany facility prior to July 31, 2011 and in September 2011 announced the opening of our new POM production facility in Frankfurt Hoechst Industrial Park, Germany.

In December 2009, we announced plans with China National Tobacco Corporation to expand the acetate flake and tow capacity at the venture’s Nantong facility and in 2010 we received formal approval to expand flake and tow capacities, each by 30,000 tons. Our Chinese Acetate ventures fund their operations using operating cash flow. During ~~2011~~ ~~and 2010, we made contributions related to the capacity expansion in Nantong of $8 million and $12 million, respectively. We contributed an additional~~ ~~$9 million~~ ~~to the Nantong expansion during the nine months ended~~ ~~September 30, 2012~~2013.

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

Cash Flows

Cash and cash equivalents increased $~~246~~19 million to $~~928~~978 million as of ~~September 30, 2012~~March 31, 2013 as compared to December 31, ~~2011~~2012. As of ~~September 30, 2012~~March 31, 2013, $~~677~~652 million of the $~~928~~978 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. 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.

Net Cash Provided by Operating Activities

Cash flow provided by operations ~~increased~~decreased $~~180~~68 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011~~2012, with operating cash inflows ~~increasing~~decreasing from $~~481~~215 million to $~~661~~147 million. Cash flow provided by operations ~~was negatively impacted by~~in 2013 decreased primarily as a result of the ~~decrease in earnings from continuing operations, but positively impacted by an increase in dividends~~absence of a one-time cash dividend received from ~~investments in~~one of our Asian affiliates during the three months endedMarch 31, 2012and ~~the~~by a change in trade working capital. ~~Trade~~The change in trade working capital was primarily impacted by ~~a lower increase~~greater increases in trade receivables ~~a decrease~~and inventories than in ~~inventory, partially offset by an increase~~the prior period. Trade payables also increased during the three months ended March 31, 2013 but not as much as in ~~trade payables.~~the same period in 2012. Trade receivables increased primarily due to ~~the~~increases in net sales and timing of ~~payments at September 30, 2012.~~collections. Inventories ~~decreased~~increased primarily due to ~~higher inventory turnover~~increases in production and ~~lower production in Asia compared to the prior year.~~in-transit inventories. Trade payables increased primarily due to increases in raw material purchases, partially offset by the timing of ~~raw materials and expenditures on capital projects.~~payments. The increase in cash provided by operations was ~~also~~ positively impacted by lower pension plan and other postretirement benefit plan contributions of $47 million made during the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011. Employer pension and other postretirement benefit contributions were~~ ~~$154 million~~ ~~during~~ the ~~nine months endedSeptember 30, 2012~~ ~~compared to~~ ~~$166 million~~ ~~for the same period in 2011.~~prior year.

Trade working capital is calculated as follows:


	As of		As of		As of		As of
	September 30, 2012		December 31, 2011		September 30, 2011		December 31, 2010		As of March 31, 2013		As of December 31, 2012		As of March 31, 2012		As of December 31, 2011
	(unaudited)								(unaudited)
	(In $ millions)								(In $ millions)
Trade receivables, net	932		871		978		827		916		827		928		871
Inventories	711		712		777		610		758		711		753		712
Trade payables - third party and affiliates	(685	)	(673	)	(713	)	(673	)	(659	)	(649	)	(758	)	(673	)
Trade working capital	958		910		1,042		764		1,015		889		923		910

Net Cash ~~Used in~~Provided by (Used in) Investing Activities

Net cash used in investing activities ~~increased~~decreased $~~101~~68 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 as compared to the same period in ~~2011~~2012, with cash outflows ~~increasing~~decreasing from $~~296~~155 million to $~~397~~87 million. During the ~~nine~~three months ended ~~September 30, 2011, we received~~ March 31, 2013~~$158 million~~ ~~from the Frankfurt, Germany Airport related to the relocation of our Kelsterbach, Germany POM operations. No such proceeds were received in 2012. In addition,~~, capital expenditures ~~during the nine months ended September 30, 2012 related~~relating to the relocation and expansion of our ~~Kelsterbach~~ POM ~~operations were $131~~production facility in Frankfurt Hoechst Industrial Park, Germany amounted to $3 million ~~lower~~, $18 million less than in the same period in ~~2011, offset by an increase in~~2012.

Cash outflows for capital expenditures, ~~unrelated~~excluding capital expenditures relating to our German POM facility, were $74 million for the ~~relocation~~three months ended March 31, 2013, $32 million lower than during the same period in 2012. Capital expenditures for the three months ended March 31, 2013 are primarily related to capacity expansions, major investments to reduce future operating costs and ~~expansion~~environmental and health and safety initiatives. Acquisitions, net of ~~our Kelsterbach POM operations of $29 million.~~cash acquired, decreased by $23 million with no acquisitions in the three months endedMarch 31, 2013. In 2012, we acquired certain assets from Ashland Inc.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities ~~decreased~~increased $~~203~~14 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013. The change in cash used in financing activities is primarily ~~related~~due to $~~132~~26 million ~~of lower~~higher net repayments of short-term borrowings and long-term debt, ~~and~~ $396 million ~~of higher~~lower proceeds from stock option exercises, offset by the absence of $20 million in stock repurchase transactions when compared to the same period in ~~2011~~2012.

Debt and Other Obligations

Senior Notes

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 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.

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 of 1933, as amended (the "Securities Act").~~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, plus a "make-whole" premium as specified in the Indenture.~~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 ~~each of~~ the ~~domestic subsidiaries of Celanese US that guarantee its obligations under its senior secured credit facilities (the "Subsidiary Guarantors").~~Subsidiary Guarantors.

The Indenture ~~contains~~and the First and Second Supplemental Indentures 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.

Additionally, 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 accrued and unpaid interest, if any, to the redemption date, plus a "make-whole" premium as specified in the First Supplemental Indenture. 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.

~~The First Supplemental Indenture contains covenants, including, but not limited to, restrictions on our~~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.

Senior Credit Facilities

In September 2010, weCelanese US, Celanese, and certain of the domestic subsidiaries of Celanese US entered into an amendment agreement with the lenders under ~~our~~Celanese US’s existing senior secured credit facilities in order to amend and restate the corresponding ~~credit agreement,~~Credit Agreement, dated as of April 2, 2007 (as previously amended, the "Existing Credit Agreement", and as amended and restated by the amendment agreement, the "Amended Credit Agreement"). ~~Our~~The Amended Credit Agreement consists 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 ~~through~~prepaid its ~~subsidiaries, prepaid the~~ outstanding Term B loan facility under the Amended Credit Agreement set to mature in 2014 in with an aggregate principal amount of ~~$516~~$516 million using proceeds from the 5.875% Notes and cash on hand. ~~The~~

In November 2012, Celanese US prepaid ~~principal amount was comprised~~$400 million of ~~$414 million of US dollar-denominated~~its outstanding Term BC loan facility ~~and €69 million of Euro-denominated Term B loan facility.~~under the Amended Credit Agreement set to mature in 2016 using proceeds from the 4.625% Notes.

The balances available for borrowing under the revolving credit facility and the credit-linked revolving facility are as follows:



	As of
	~~September 30,~~ ~~2012~~March 31, 2013
	(unaudited)
	(In $ millions)
Revolving Credit Facility
Borrowings outstanding	—
Letters of credit issued	—
Available for borrowing	600
Credit-Linked Revolving Facility
Borrowings outstanding	100
Letters of credit issued	7078
Available for borrowing	~~158~~50

As a condition to borrowing funds or requesting that letters of credit be issued under the revolving credit facility, our first lien senior secured leverage ratio (as calculated as of the last day of the most recent fiscal quarter for which financial statements have been delivered under the revolving facility) cannot exceed 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 amended first lien senior secured leverage ratios and the borrowing capacity under the revolving credit facility are as follows:

As of September 30, 2012
First Lien Senior Secured Leverage Ratio
Maximum Estimate Estimate, If Fully Drawn Borrowing Capacity
(unaudited)
(In $ millions)
Revolving credit facility 3.90 1.15 1.63 600



	As of March 31, 2013
	First Lien Senior Secured Leverage Ratio
	Maximum	Estimate	Estimate, If Fully Drawn	Borrowing Capacity
	(unaudited)
				(In $ millions)
First Lien Senior Secured Leverage Ratios	3.90	0.91	1.41	600

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.

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 ~~September 30, 2012~~March 31, 2013.

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 ~~the 6.625% Notes~~ and the ~~5.875%~~Senior Notes.

On ~~April 23, 2012, we announced that our Board of Directors approved a~~ ~~25%~~ ~~increase in our quarterly Common Stock cash dividend. The Board of Directors increased the quarterly dividend rate from~~ ~~$0.06~~ to ~~$0.075~~ ~~per share of Common Stock on a quarterly basis and~~ ~~$0.24~~ to ~~$0.30~~ ~~per share of Common Stock on an annual basis. The new dividend rate became effective in~~ ~~August 2012~~.

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



		Authorized Amount
			(unaudited)
		(In $ millions)
February 2008		400
October 2008		100
April 2011	129	~~129~~
October 2012	264
As of ~~September 30, 2012~~March 31, 2013		~~629~~893

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

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


	Nine Months Ended				Total From February 2008 Through
	September 30,				Total From February 2008 Through		Three Months Ended March 31,				Total From February 2008 Through March 31, 2013
	2012		2011		September 30, 2012		2013		2012
	(unaudited)						(unaudited)
Shares repurchased	853,388		591,356		12,936,196		—		444,901		Total From February 2008 Through March 31, 2013	13,142,527	⁽¹⁾
Average purchase price per share	$	43.19	$	47.37	$	38.12	$	—	$	46.34	$	38.14
Amount spent on repurchased shares (in millions)	$	37	$	28	$	493	$	—	$	20	$	501

On ~~October 18, 2012, our Board of Directors approved an increase in our share repurchase authorization of our Common Stock to~~ ~~$400 million~~. ~~As of September 30, 2012, we had~~ ~~$136 million~~ ~~remaining under the previous authorization.~~


⁽¹⁾	Excludes 5,823 shares withheld from employee to cover statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock. Restricted stock is considered outstanding at the time of issuance and therefore, the shares withheld are treated as treasury shares.

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.

Contractual Obligations

Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our ~~2011~~2012 Form 10-K.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim 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 unaudited interim 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 describe our significant accounting policies in Note 2, Summary of Accounting Policies, of the Notes to Consolidated Financial Statements included in our ~~2011~~2012 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our ~~2011~~2012 Form 10-K.

~~There~~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 changes in the 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 our net periodic benefit cost are recorded on a quarterly basis. Our critical accounting policy related to pension accounting is revised as follows.

Benefit Obligations

We have ~~been no material revisions~~pension and other postretirement benefit plans covering substantially all employees who meet eligibility requirements. With respect to its US qualified defined benefit pension plan, minimum funding requirements are determined by the Pension Protection Act of 2006. 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 ~~critical accounting policies~~above mentioned assumptions, actuarial consultants use factors such as ~~filed in our~~ ~~2011~~ ~~Form 10-K.~~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

5955

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, 2012, we assumed an expected long-term rate of return on plan assets of 8.5% for the US defined benefit pension plans, which represent approximately 83% and 84% 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, 2012, we decreased the discount rate to 3.8% from 4.6% as of December 31, 2011 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.

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 costs that would occur in 2013 from a change in the indicated assumptions are as follows:



	Change in Rate		Net Periodic Benefit Costs
			(In $ millions)
US Pension Benefits
Decrease in the discount rate	0.50	%	(8	)
Decrease in the long-term expected rate of return on plan assets⁽¹⁾	0.50	%	12
US Postretirement Benefits
Decrease in the discount rate	0.50	%	(1	)
Increase in the annual health care cost trend rates	1.00	%	—
Non-US Pension Benefits
Decrease in the discount rate	0.50	%	(1	)
Decrease in the long-term expected rate of return on plan assets	0.50	%	2
Non-US Postretirement Benefits
Decrease in the discount rate	0.50	%	—
Increase in the annual health care cost trend rates	1.00	%	—


⁽¹⁾	Excludes nonqualified pension plans.

Recent Accounting Pronouncements

See Note 2, Recent Accounting Pronouncements, in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk for our Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our ~~2011~~2012 Form 10-K. See also Note 15, Derivative Financial Instruments, in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on our financial position and results of operations.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, as of ~~September 30, 2012~~March 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 period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6057

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in a number of legal and regulatory proceedings, lawsuits and claims incidental to the normal conduct of our business, relating to such matters as product liability, land disputes, contracts, antitrust, intellectual property, workers' compensation, chemical exposure, asbestos exposure, 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. 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 may not represent the ultimate loss to the Company from legal proceedings. See Note 11, Environmental, and Note 17, Commitments and Contingencies, in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our ~~2011~~2012 Form 10-K other than those disclosed in Note 11, Environmental, and Note 17, Commitments and Contingencies, in the accompanying unaudited interim consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors under Part I, Item 1A of our ~~2011~~2012 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth information regarding repurchases of our Common Stock during the three months ended ~~September 30, 2012~~March 31, 2013:


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares Remaining that may be Purchased Under the Program⁽²⁾		Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares Remaining that may be Purchased Under the Program⁽²⁾
(unaudited)
July 1-31, 2012	90,873	⁽¹⁾	$	34.76	90,480	$	141,000,000
August 1-31, 2012	62,742		$	39.82	62,742	$	139,000,000
September 1-30, 2012	63,456		$	39.45	63,456	$	136,000,000
January 1-31, 2013								—		$	—	—	$	392,000,000
February 1-28, 2013								—		$	—	—	$	392,000,000
March 1-31, 2013								371	⁽¹⁾	$	47.15	—	$	392,000,000
Total	217,071				216,678			371				—


⁽¹⁾	~~Includes 393 shares~~Shares withheld from employees to cover their statutory minimum withholding requirements for personal income taxes related to the vesting of restricted stock units.


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



��	Authorized Amount
	(In $ millions)
February 2008	400
October 2008	100
April 2011	129
October 2012	264
As of ~~September 30, 2012~~March 31, 2013	~~629~~893

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

6158

Item 6. Exhibits

~~Exhibit NumberDescription~~



Exhibit Number
Exhibit Number		Description

3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the SEC on February 11, 2011).


3.2		Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008).


10.1*10.1		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).

10.2‡		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).

10.3‡		Executive Severance Benefits Plan, amended effective February 6, 2013 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 12, 2013).

10.4*‡	~~Letter~~	Agreement and Amendment, dated ~~September 8, 2012,~~March 18, 2013, between Celanese Corporation and ~~Lori A. Johnston.~~

	Douglas M. Madden.
12.1*	~~Statement~~
18.1*		Preferability Letter of ~~Computation of Ratio of Earnings to Fixed Charges.~~Independent Registered Public Accounting Firm.


31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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.

* Filed herewith

‡ Indicates a management contract or compensatory plan or arrangement

6259

SIGNATURES

Pursuant to the requirements 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.

~~CELANESE CORPORATION~~



	~~By:~~	~~/s/ MARK C. ROHR~~

~~Mark C. Rohr~~

~~Chairman of the Board of Directors and~~

~~Chief Executive Officer~~

~~Date:~~ ~~October 23, 2012~~



CELANESE CORPORATION

	By:	/s/ MARK C. ROHR
		Mark C. Rohr
		Chairman of the Board of Directors and
		Chief Executive Officer

		Date:	April 19, 2013



By:	/s/ STEVEN M. STERIN
	Steven M. Sterin
	Senior Vice President and
	Chief Financial Officer

	Date:	April 19, 2013

~~Steven M. Sterin~~

~~Senior Vice President and~~

~~Chief Financial Officer~~

~~Date:~~ ~~October 23, 2012~~

6360



	As of September 30, 2012
	First Lien Senior Secured Leverage Ratio
			Estimate, if Fully	Borrowing
	Maximum	Estimate	Drawn	Capacity
				(In $ millions)
Revolving credit facility	3.90	1.15	1.63	600



	As of
	September 30, 2012	Expected for 2012
	(In $ millions)
Cash contributions to defined benefit pension plans⁽¹⁾	119	144
Benefit payments to nonqualified pension plans	17	21
Benefit payments to other postretirement benefit plans	18	25



	Unrealized Gain (Loss) on Marketable Securities		Foreign Currency Translation		Unrealized Gain (Loss) on Interest Rate Swaps		Pension and Postretire- ment Benefits		Accumulated Other Comprehensive Income (Loss), Net
	(In $ millions)
As of December 31, 2011	(1	)	(28	)	(57	)	(764	)	(850	)
Current period change	—		4		(1	)	41		44
Income tax (provision) benefit	—		—		—		(16	)	(16	)
As of September 30, 2012	(1	)	(24	)	(58	)	(739	)	(822	)