0000950123-10-069403 8-K 28 20100729 2.02 7.01 9.01 20100729 20100729 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 10975917 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 d74826e8vk.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2010 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition On July 29, 2010, Celanese Corporation (the “Company”) issued a press release reporting its financial results for the second quarter of 2010. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 2.02 disclosure. Item 7.01 Regulation FD Disclosure On July 29, 2010, David N. Weidman, Chairman and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 10:00 a.m. ET (9:00 a.m. CT). The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated July 29, 2010* 99.2 Slide Show Presentation dated July 29, 2010* * In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. -------------------------------------------------------------------------------- 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 hereunto duly authorized. CELANESE CORPORATION By /s/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: July 29, 2010 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated July 29, 2010* 99.2 Slide Show Presentation dated July 29, 2010* * In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. EX-99.1 2 d74826exv99w1.htm EX-99.1 Exhibit 99.1 [[Image Removed: (CELANESE LOGO)]] Celanese Corporation Investor Relations 1601 West LBJ Freeway Corporate News Release Dallas, Texas 75234 Celanese Corporation Reports Strong Second Quarter Results; Raises Full Year Outlook Second quarter highlights: • Net sales were $1,517 million, up 22% from prior year period • Operating profit was $156 million versus $89 million in prior year period • Net earnings were $160 million versus $109 million in prior year period • Operating EBITDA was $332 million versus $248 million in prior year period • Diluted EPS from continuing operations was $1.03 versus $0.70 in prior year period • Adjusted EPS was $1.12 versus $0.56 in prior year period Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except per share data) — Unaudited 2010 2009 2010 2009 As adjusted As adjusted Net sales 1,517 1,244 2,905 2,390 Operating profit (loss) 156 89 142 116 Net earnings (loss) attributable to Celanese Corporation 160 109 174 94 Operating EBITDA 1 332 248 574 389 Diluted EPS — continuing operations $ 1.03 $ 0.70 $ 1.11 $ 0.60 Diluted EPS — total $ 1.01 $ 0.69 $ 1.10 $ 0.60 Adjusted EPS 2 $ 1.12 $ 0.56 $ 1.76 $ 0.67 1 Non-U.S. GAAP measure. See reconciliation in Table 1. 2 Non-U.S. GAAP measure. See reconciliation in Table 6. Dallas, July 29, 2010: Celanese Corporation (NYSE: CE), a leading global technology and specialty materials company, today reported second quarter 2010 net sales of $1,517 million, a 22 percent increase from the same period last year. The increase was primarily driven by significantly higher volumes across its business lines as the global economic recovery continued in the period. Net sales in the quarter also benefited from higher pricing in the company’s Acetyl Intermediates and Industrial Specialties businesses. Operating profit was $156 million compared with $89 million in the prior year period as operating margins expanded versus the prior year. Net earnings were $160 million compared with $109 million in the same period last year. Equity in net earnings and dividend income from the company’s strategic affiliates were $117 million, a $29 million increase versus the prior year period. Adjusted earnings per share in the second quarter of 2010 were $1.12 compared with $0.56 in the same period last year. Adjusted earnings per share in the period are based on an effective tax rate of 20 percent and a diluted share count of 158.4 million. Operating EBITDA in the second quarter of 2010 was $332 million compared with $248 million in the prior year period. Adjusted earnings per share and operating EBITDA excluded a $3 million net benefit of other charges and other adjustments. -------------------------------------------------------------------------------- Page 2 of 15 “Celanese’s strong performance in the quarter further demonstrated the earnings power of our technology and specialty materials businesses,” said David Weidman, chairman and chief executive officer. “Product demand across all regions and industries remained strong and reflected an ongoing, modest global economic recovery. The significant benefits of our fixed spending reduction efforts are clearly evident in the sustainable improvements in our operating performance.” Recent Highlights • Concluded the formal consultation process with employees and their representatives and is continuing to consider a plan to close its acetate flake and tow manufacturing operations in Spondon, Derby, United Kingdom in the latter part of 2011. • Acquired two product lines, Zenite® liquid crystal polymer (LCP) and Thermx® polycyclohexylene-dimethylene terephthalate (PCT), from DuPont Performance Polymers. • Announced five-year Environmental Health and Safety sustainability goals for occupational safety performance, energy intensity, greenhouse gases and waste management for the year 2015. • Received American Chemistry Council’s (ACC) 2010 Responsible Care Initiative of the Year Award. This award recognizes companies that demonstrate leadership in the areas of employee health and safety, security or environmental protection in the chemical industry. Second Quarter Segment Overview Presentation of Ibn Sina Results In April 2010, the company significantly expanded its existing relationship with its Ibn Sina affiliate in Saudi Arabia, including plans to construct a 50,000 ton polyacetal (POM) production facility in the Middle East and an increased indirect economic interest in the venture. Beginning in the second quarter of 2010, results from the company’s Ibn Sina investment are reported in the Advanced Engineered Materials segment using the equity method of accounting. These results were previously reported in the Acetyl Intermediates segment using the cost method of accounting. All financial results presented reflect this adjustment. Advanced Engineered Materials Advanced Engineered Materials delivered strong financial performance as it continued to demonstrate the significant operating leverage of its specialty engineered polymers business model. Net sales for the second quarter of 2010 were $282 million compared with $184 million in the prior year period. The increase was driven by significantly higher volumes as demand across its end-use industries continued to improve with the global economic recovery, and continued success in the innovation and commercialization of new products and applications. Second quarter 2010 net sales also benefited from sales related to the Future Advanced Composites Technology (FACT) long-fiber reinforced thermoplastics (LFT) business acquired in December 2009. Operating profit increased to $40 million compared with $1 million in the same period last year, driven by the higher volumes and increased value-in-use pricing for its high performance polymers. Operating EBITDA was $98 million in the second quarter of 2010 compared with $36 million in the prior year period. -------------------------------------------------------------------------------- Page 3 of 15 Equity earnings from the Ibn Sina affiliate, which are now included in the segment’s operating EBITDA, were $24 million in the second quarter of 2010 compared with $8 million in the prior year period. Ibn Sina’s improved performance was attributed to increased pricing for methanol and methyl tertiary-butyl ether (MTBE), as global demand significantly increased from the same period last year. Total equity earnings from the company’s Asian affiliates were $15 million, an increase of $11 million versus last year, reflecting increased global demand for the specialty engineered polymers. Overall earnings contributions from equity affiliates for the segment totaled $39 million in the current period compared with $12 million in the prior year period. Consumer Specialties Consumer Specialties continued to deliver stable earnings performance and realize the value of its strategic ventures in China. Net sales for the second quarter were $291 million compared with $280 million in the same period last year. The increase was driven by higher volumes, primarily associated with volume recovery from the electrical disruption and subsequent production outage at the company’s acetate manufacturing facility in Narrows, Virginia that occurred during the first quarter of 2010. Operating profit was $64 million compared with $66 million in the prior year period, as the higher volumes were unable to completely offset increased raw material and energy prices. Operating EBITDA was $149 million compared with $134 million in the same period last year, as dividends from the company’s acetate China ventures increased to $71 million, $18 million higher than the prior year period, reflecting improved performance in the region. Industrial Specialties Industrial Specialties delivered sustained results as its businesses continued to experience improved global demand. Net sales for the second quarter were $269 million compared with $267 million in the prior year period. The second quarter 2009 results included $48 million of sales associated with the polyvinyl alcohol (PVOH) business that the company divested in July 2009. Volumes improved across all of its businesses in North America and Europe as demand recovered. Vinyl acetate/ethylene emulsion production volumes at its Nanjing, China facility remained at full utilization on strong demand in the Asia Pacific region. As previously announced, the company plans to expand its production capacity in 2011 to support its continued success in new product development and application innovation. Operating profit was $16 million compared with $19 million in the same period last year, or compared with $6 million when excluding the second quarter 2009 results of the divested PVOH business, as the improved volume and pricing more than offset raw material price increases. Operating EBITDA in the second quarter of 2010 was $26 million compared with $35 million in the prior year period. The second quarter 2009 results included $14 million of operating EBITDA related to the divested PVOH business. -------------------------------------------------------------------------------- Page 4 of 15 Acetyl Intermediates Acetyl Intermediates delivered improved results, reflecting its leading acetyl technology position. Net sales were $782 million compared with $622 million in the same period last year, as improved global demand drove increased volumes and sustained operating margins throughout the acetyl chain. Pricing improved across all major acetyl derivative products on stronger global demand and higher raw material costs compared with the prior year. Industry utilization rates for acetic acid remained in the 80 percent range, while the company continued to operate its units at significantly higher rates. Operating profit improved to $68 million from $39 million in the same period last year, reflecting improved margins as well as lower manufacturing costs resulting from the closure of the company’s less advantaged acetic acid and vinyl acetate monomer (VAM) production operations in Pardies, France. Operating EBITDA was $96 million compared with $73 million in the prior year period. Taxes The tax rate for adjusted earnings per share was 20 percent in the first six months of 2010 compared with 29 percent in the first six months of 2009. The effective tax rate for continuing operations for the second quarter of 2010 was 27 percent versus 13 percent in the second quarter of 2009. The increase in the effective rate is primarily due to foreign losses not resulting in tax benefits in the current period. Cash taxes paid were $65 million in the first six months of 2010 compared with a net cash tax refund of less than $1 million in the first six months of 2009. The increase in cash taxes paid is primarily the result of a German tax refund in 2009 and the timing of cash taxes in certain jurisdictions. Equity and Cost Investments Earnings from equity investments and dividends from cost investments, which are reflected in the company’s adjusted earnings and operating EBITDA, were $117 million compared with $88 million in the same period last year. Equity and cost investment dividends, which are included in cash flows, were $107 million compared with $67 million in the same period last year. Dividends from the company’s acetate China ventures were $71 million in the second quarter of 2010, an $18 million increase from the prior year’s results. The Ticona strategic affiliates in Asia reported earnings in equity investments of $15 million in the second quarter of 2010 compared with $4 million in the prior year period. Proportional affiliate EBITDA for the Asian affiliates was $38 million in the same period, a $25 million increase from second quarter 2009 results, as volumes increased significantly with improved global demand across the affiliates’ end-use applications. Equity in net earnings for Ticona’s Middle Eastern affiliates, which includes the company’s Ibn Sina affiliate, were $24 million in the second quarter of 2010 compared with $8 million in the prior year period. Proportional affiliate EBITDA for the Middle Eastern affiliates was $32 million compared with $11 million in the prior year, due to increased profitability of its methanol and MTBE products associated with higher pricing on stronger global demand. -------------------------------------------------------------------------------- Page 5 of 15 The company’s total proportional affiliate EBITDA was $86 million in the second quarter of 2010, $41 million more than reported in the company’s operating EBITDA. The company’s total proportional net debt of affiliates was approximately $87 million as of June 30, 2010. Cash Flow The company continued to generate positive cash flow, reflecting its specialty materials business model and sustained improvements in its cost structure. During the first six months of 2010, the company generated $219 million in cash from operating activities compared with $299 million in the prior year period. The increased earnings were offset by higher trade working capital and higher cash taxes, as well as cash outflows to fund previously announced and implemented productivity projects. During the first six months of 2010, net cash used in investing activities was $275 million, compared with a cash inflow of $183 million in the same period last year. The 2010 results include $151 million of capital expenditures related to the relocation of Ticona’s business in Kelsterbach, Germany, and a cash outflow of $46 million related to the company’s acquisition of the Zenite® LCP and Thermx® PCT product lines from DuPont Performance Polymers. The 2009 results include $412 million of cash received and $147 million of capital expenditures related to the Ticona Kelsterbach plant relocation. Net cash used in financing activities was $78 million compared with $59 million in the prior year. Second quarter 2010 results include a cash outflow of $20 million associated with the company’s share repurchase program. Net debt at the end of the second quarter of 2010 was $2,346 million, a $6 million decrease from the end of the first quarter of 2010. Outlook Based on its strong performance during the first half of 2010 and expectations for a continued, modest economic recovery, the company raised its outlook for the full year. It now expects full year 2010 adjusted earnings per share to be at least $1.40 higher than its full year 2009 performance and its 2010 operating EBITDA to be at least $260 million higher than the previous year. The company had previously expected 2010 adjusted earnings per share and operating EBITDA to be at least $1.25 and $250 million higher than 2009, respectively. “Based on our current customer order activity, we now expect 2010 results to be better than our previous outlook,” said Weidman. “While we remain cautious for the remainder of the year, based more on macroeconomic indicators than company-specific trends, the strength of our current business environment is expected to mitigate much of the seasonality we typically experience in the second half of the year.” -------------------------------------------------------------------------------- Page 6 of 15 Contacts: Investor Relations Media — U.S. Media — Europe Mark Oberle Jacqueline Terry Jens Kurth Phone: +1 972 443 4464 Phone: +1 972 443 4417 Phone: +49 (0)6107 772 1574 Telefax: +1 972 443 8519 Telefax: +1 972 443 8519 Telefax: +49 (0)6107 772 7231 Mark.Oberle@celanese.com Jacqueline.Terry@celanese.com J.Kurth@celanese.com Celanese Corporation is a global technology leader in the production of specialty materials and chemical products which are used in most major industries and consumer applications. Our products, essential to everyday living, are manufactured in North America, Europe and Asia. Known for operational excellence, sustainability and premier safety performance, Celanese delivers value to customers around the globe with best-in-class technologies. Based in Dallas, Texas, the company employs approximately 7,400 employees worldwide and had 2009 net sales of $5.1 billion, with approximately 73% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com. Forward-Looking Statements This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties 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 business cycles, particularly in the automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; 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 improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; changes in the degree of intellectual property and other legal protection afforded to our products; compliance costs and potential disruption of production due to accidents or other unforeseen events or delays in construction of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relates to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors discussed from time to time in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This release reflects the following performance measures: operating EBITDA, business operating EBITDA, proportional affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business operating EBITDA is operating profit; for proportional affiliate EBITDA is equity in net earnings of affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations. -------------------------------------------------------------------------------- Page 7 of 15 Use of Non-U.S. GAAP Financial Information • Operating EBITDA, a measure used by management to measure performance, is defined by the company as operating profit from continuing operations, plus equity in net earnings from affiliates, cost dividend income, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We may provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a U.S. GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. • Business operating EBITDA, a measure used by management to measure performance of its internal operations, is defined by the company as operating profit from continuing operations, plus depreciation and amortization, and further adjusted for other charges and adjustments. This reflects the operating results of the company’s operations without regard to its equity and cost investments. The company believes that investors should consider business operating EBITDA when evaluating the company’s internal operations. • Proportional affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results. • Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year, excluding changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management’s assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period. • Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company’s capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates’ net debt. • Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. Results Unaudited The results presented in this release, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. -------------------------------------------------------------------------------- Page 8 of 15 Preliminary Consolidated Statements of Operations — Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except per share data) 2010 2009 2010 2009 As adjusted As adjusted Net sales 1,517 1,244 2,905 2,390 Cost of sales (1,214 ) (996 ) (2,384 ) (1,942 ) Gross profit 303 248 521 448 Selling, general and administrative expenses (123 ) (114 ) (246 ) (228 ) Amortization of Intangible assets (15 ) (21 ) (30 ) (38 ) Research and development expenses (18 ) (18 ) (37 ) (38 ) Other (charges) gains, net (6 ) (6 ) (83 ) (27 ) Foreign exchange gain (loss), net — 1 2 3 Gain (loss) on disposition of businesses and assets, net 15 (1 ) 15 (4 ) Operating profit (loss) 156 89 142 116 Equity in net earnings (loss) of affiliates 45 35 94 41 Interest expense (49 ) (54 ) (98 ) (105 ) Interest income 1 2 2 5 Dividend income — cost investments 72 53 72 56 Other income (expense), net (1 ) 2 5 3 Earnings (loss) from continuing operations before tax 224 127 217 116 Income tax (provision) benefit (61 ) (17 ) (41 ) (22 ) Earnings (loss) from continuing operations 163 110 176 94 Earnings (loss) from operation of discontinued operations (5 ) (1 ) (5 ) — Gain on disposal of discontinued operations — — 2 — Income tax (provision) benefit, discontinued operations 2 — 1 — Earnings (loss) from discontinued operations (3 ) (1 ) (2 ) — Net earnings (loss) 160 109 174 94 Less: Net earnings (loss) attributable to noncontrolling interests — — — — Net earnings (loss) attributable to Celanese Corporation 160 109 174 94 Cumulative preferred stock dividend — (2 ) (3 ) (5 ) Net earnings (loss) available to common shareholders 160 107 171 89 Amounts attributable to Celanese Corporation Earnings (loss) per common share — basic Continuing operations $ 1.04 $ 0.75 $ 1.13 $ 0.62 Discontinued operations (0.02 ) (0.01 ) (0.01 ) — Net earnings (loss) — basic $ 1.02 $ 0.74 $ 1.12 $ 0.62 Earnings (loss) per common share — diluted Continuing operations $ 1.03 $ 0.70 $ 1.11 $ 0.60 Discontinued operations (0.02 ) (0.01 ) (0.01 ) — Net earnings (loss) — diluted $ 1.01 $ 0.69 $ 1.10 $ 0.60 Weighted average shares (millions) Basic 156.3 143.5 153.3 143.5 Diluted 158.4 157.1 158.7 156.4 -------------------------------------------------------------------------------- Page 9 of 15 Preliminary Consolidated Balance Sheets — Unaudited June 30, December 31, (in $ millions) 2010 2009 As adjusted ASSETS Current assets Cash & cash equivalents 1,081 1,254 Trade receivables — third party and affiliates, net 862 721 Non-trade receivables 244 262 Inventories 522 522 Deferred income taxes 41 42 Marketable securities, at fair value 2 3 Assets held for sale — 2 Other assets 70 50 Total current assets 2,822 2,856 Investments in affiliates 769 792 Property, plant and equipment, net 2,676 2,797 Deferred income taxes 485 484 Marketable securities, at fair value 75 80 Other assets 273 311 Goodwill 736 798 Intangible assets, net 269 294 Total assets 8,105 8,412 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings and current installments of long-term debt — third party and affiliates 265 242 Trade payables — third party and affiliates 607 649 Other liabilities 532 611 Deferred income taxes 30 33 Income taxes payable 76 72 Total current liabilities 1,510 1,607 Long-term debt 3,162 3,259 Deferred income taxes 121 137 Uncertain tax positions 224 229 Benefit obligations 1,260 1,288 Other liabilities 1,139 1,306 Commitments and contingencies Shareholders’ equity Preferred stock — — Common stock — — Treasury stock, at cost (801 ) (781 ) Additional paid-in capital 535 522 Retained earnings 1,664 1,505 Accumulated other comprehensive income (loss), net (709 ) (660 ) Total Celanese Corporation shareholders’ equity 689 586 Noncontrolling interests — — Total shareholders’ equity 689 586 Total liabilities and shareholders’ equity 8,105 8,412 -------------------------------------------------------------------------------- Page 10 of 15 Table 1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2010 2009 2010 2009 As adjusted As adjusted Net Sales Advanced Engineered Materials 282 184 564 349 Consumer Specialties 291 280 529 546 Industrial Specialties 269 267 511 509 Acetyl Intermediates 782 622 1,506 1,194 Other Activities 1 1 1 1 1 Intersegment eliminations (108 ) (110 ) (206 ) (209 ) Total 1,517 1,244 2,905 2,390 Operating Profit (Loss) Advanced Engineered Materials 40 1 88 (17 ) Consumer Specialties 64 66 34 132 Industrial Specialties 16 19 28 29 Acetyl Intermediates 68 39 68 50 Other Activities 1 (32 ) (36 ) (76 ) (78 ) Total 156 89 142 116 Other Charges and Other Adjustments 2 Advanced Engineered Materials 2 (14 ) — (4 ) Consumer Specialties 3 3 83 3 Industrial Specialties — 5 — 8 Acetyl Intermediates 2 4 54 9 Other Activities 1 (10 ) (1 ) (5 ) 14 Total (3 ) (3 ) 132 30 Depreciation and Amortization Expense Advanced Engineered Materials 17 19 34 36 Consumer Specialties 9 12 20 24 Industrial Specialties 10 11 20 24 Acetyl Intermediates 24 28 49 55 Other Activities 1 3 2 6 4 Total 63 72 129 143 Business Operating EBITDA Advanced Engineered Materials 59 6 122 15 Consumer Specialties 76 81 137 159 Industrial Specialties 26 35 48 61 Acetyl Intermediates 94 71 171 114 Other Activities 1 (39 ) (35 ) (75 ) (60 ) Total 216 158 403 289 Equity Earnings, Cost — Dividend Income and Other Income (Expense) Advanced Engineered Materials 39 30 83 30 Consumer Specialties 73 53 73 56 Industrial Specialties — — — — Acetyl Intermediates 2 2 3 3 Other Activities 1 2 5 12 11 Total 116 90 171 100 Operating EBITDA Advanced Engineered Materials 98 36 205 45 Consumer Specialties 149 134 210 215 Industrial Specialties 26 35 48 61 Acetyl Intermediates 96 73 174 117 Other Activities 1 (37 ) (30 ) (63 ) (49 ) Total 332 248 574 389 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 See Table 7 for details. -------------------------------------------------------------------------------- Page 11 of 15 Table 2 Factors Affecting Second Quarter 2010 Segment Net Sales Compared to Second Quarter 2009 — Unaudited Volume Price Currency Other1 Total Advanced Engineered Materials 52 % 2 % -5 % 4 %2 53 % Consumer Specialties 6 % -1 % -1 % 0 % 4 % Industrial Specialties 13 % 9 % -3 % -18 %3 1 % Acetyl Intermediates 14 % 15 % -3 % 0 % 26 % Total Company 19 % 9 % -3 % -3 % 22 % Factors Affecting Six Months 2010 Segment Net Sales Compared to Six Months 2009 — Unaudited Volume Price Currency Other1 Total Advanced Engineered Materials 61 % -4 % 0 % 5 %2 62 % Consumer Specialties -3 % 0 % 0 % 0 % -3 % Industrial Specialties 14 % 3 % 0 % -17 %3 0 % Acetyl Intermediates 14 % 12 % 0 % 0 % 26 % Total Company 19 % 6 % 0 % -3 % 22 % 1 Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations. 2 2010 includes the effects of the FACT GmbH (Future Advanced Composites Technology) acquisition. 3 2010 does not include the effects of the PVOH business, which was sold on July 1, 2009. Table 3 Cash Flow Information — Unaudited Six Months Ended June 30, (in $ millions) 2010 2009 Net cash provided by operating activities 219 299 Net cash provided by (used in) investing activities 1 (275 ) 183 Net cash used in financing activities (78 ) (59 ) Exchange rate effects on cash (39 ) 46 Cash and cash equivalents at beginning of period 1,254 676 Cash and cash equivalents at end of period 1,081 1,145 1 2010 includes $0 million of cash received and $151 million of capital expenditures related to the Ticona Kelsterbach plant relocation. 2009 includes $412 million of cash received and $147 million of capital expenditures related to the Ticona Kelsterbach plant relocation. Table 4 Cash Dividends Received — Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2010 2009 2010 2009 As adjusted As adjusted Dividends from equity investments 35 14 92 35 Dividends from cost investments 72 53 72 56 Total 107 67 164 91 -------------------------------------------------------------------------------- Page 12 of 15 Table 5 Net Debt — Reconciliation of a Non-U.S. GAAP Measure — Unaudited June 30, December 31, (in $ millions) 2010 2009 Short-term borrowings and current installments of long-term debt — third party and affiliates 265 242 Long-term debt 3,162 3,259 Total debt 3,427 3,501 Less: Cash and cash equivalents 1,081 1,254 Net Debt 2,346 2,247 Table 6 Adjusted Earnings (Loss) Per Share — Reconciliation of a Non-U.S. GAAP Measure — Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except per share data) 2010 2009 2010 2009 As adjusted As adjusted per per per per share share share share Earnings (loss) from continuing operations 163 1.03 110 0.70 176 1.11 94 0.60 Deduct Income tax (provision) benefit (61 ) (17 ) (41 ) (22 ) Earnings (loss) from continuing operations before tax 224 127 217 116 Other charges and other adjustments 1 (3 ) (3 ) 132 30 Adjusted earnings (loss) from continuing operations before tax 221 124 349 146 Income tax (provision) benefit on adjusted earnings 2 (44 ) (36 ) (70 ) (42 ) Less: Noncontrolling interests — — — — Adjusted earnings (loss) from continuing operations 177 1.12 88 0.56 279 1.76 104 0.67 Diluted shares (in millions) 3 Weighted average shares outstanding 156.3 143.5 153.3 143.5 Assumed conversion of preferred stock — 12.1 3.1 12.1 Dilutive restricted stock units 0.3 0.5 0.4 0.3 Dilutive stock options 1.8 1.0 1.9 0.5 Total diluted shares 158.4 157.1 158.7 156.4 1 See Table 7 for details. 2 The adjusted effective tax rate is 20% and 29% for the three and six months ended June 30, 2010 and 2009, respectively. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. -------------------------------------------------------------------------------- Page 13 of 15 Table 7 Reconciliation of Other Charges and Other Adjustments — Unaudited Other Charges: Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2010 2009 2010 2009 Employee termination benefits 4 5 9 29 Plant/office closures — — 6 — Ticona Kelsterbach plant relocation 4 3 10 6 Clear Lake insurance recoveries — — — (6 ) Plumbing actions (2 ) (2 ) (14 ) (3 ) Asset impairments — — 72 1 Total 6 6 83 27 Other Adjustments: 1 Three Months Ended Six Months Ended Income June 30, June 30, Statement (in $ millions) 2010 2009 2010 2009 Classification Business optimization 3 1 7 3 SG&A Ticona Kelsterbach plant relocation (2 ) 1 (2 ) 2 Cost of sales Plant closures — 4 9 8 Cost of sales / SG&A Contract termination — — 22 — Cost of sales Gain on sale of building (14 ) — (14 ) — (Gain) loss on disposition Write-off of other productive assets — — 17 — Cost of sales Other2 4 (15 ) 10 (10 ) Various Total (9 ) (9 ) 49 3 Total other charges and other adjustments (3 ) (3 ) 132 30 1 These items are included in net earnings but not included in other charges. 2 The three and six months ended June 30, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million. -------------------------------------------------------------------------------- Page 14 of 15 Table 8 Equity Affiliate Preliminary Results — Total — Unaudited Three Months Ended Six Months Ended (in $ millions) June 30, June 30, 2010 2009 2010 2009 As adjusted As adjusted Net Sales Ticona Affiliates — Asia1 379 267 750 439 Ticona Affiliates — Middle East2 245 110 502 245 Infraserv Affiliates3 488 487 1,018 997 Total 1,112 864 2,270 1,681 Operating Profit Ticona Affiliates — Asia1 63 9 128 (10 ) Ticona Affiliates — Middle East2 118 35 232 77 Infraserv Affiliates3 27 26 47 51 Total 208 70 407 118 Depreciation and Amortization Ticona Affiliates — Asia1 20 19 41 46 Ticona Affiliates — Middle East2 10 8 16 12 Infraserv Affiliates3 24 24 50 47 Total 54 51 107 105 Affiliate EBITDA4 Ticona Affiliates — Asia1 83 28 169 36 Ticona Affiliates — Middle East2 128 43 248 89 Infraserv Affiliates3 51 50 97 98 Total 262 121 514 223 Net Income Ticona Affiliates — Asia1 31 7 75 (9 ) Ticona Affiliates — Middle East2 104 31 208 68 Infraserv Affiliates3 20 16 35 35 Total 155 54 318 94 Net Debt Ticona Affiliates — Asia1 94 245 94 245 Ticona Affiliates — Middle East2 (89 ) (50 ) (89 ) (50 ) Infraserv Affiliates3 200 482 200 482 Total 205 677 205 677 1 Ticona Affiliates — Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). 2 Ticona Affiliates — Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 4 Affiliate EBITDA, a non-U.S. GAAP measure, is the sum of Operating Profit and Depreciation and Amortization. -------------------------------------------------------------------------------- Page 15 of 15 Table 8 (continued) Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited5 Three Months Ended Six Months Ended (in $ millions) June 30, June 30, 2010 2009 2010 2009 As adjusted As adjusted Proportional Net Sales Ticona Affiliates — Asia1 176 123 347 203 Ticona Affiliates — Middle East2 61 28 126 61 Infraserv Affiliates3 160 155 334 318 Total 397 306 807 582 Proportional Operating Profit Ticona Affiliates — Asia1 29 4 59 (4 ) Ticona Affiliates — Middle East2 30 9 58 19 Infraserv Affiliates3 8 8 15 16 Total 67 21 132 31 Proportional Depreciation and Amortization Ticona Affiliates — Asia1 9 9 19 21 Ticona Affiliates — Middle East2 2 2 4 3 Infraserv Affiliates3 8 8 16 15 Total 19 19 39 39 Proportional Affiliate EBITDA4 Ticona Affiliates — Asia1 38 13 78 17 Ticona Affiliates — Middle East2 32 11 62 22 Infraserv Affiliates3 16 16 31 31 Total 86 40 171 70 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates — Asia1, 7 15 4 36 (4 ) Ticona Affiliates — Middle East2 24 8 47 16 Infraserv Affiliates3 6 4 11 10 Total 45 16 94 22 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates6 Ticona Affiliates — Asia1 23 9 42 21 Ticona Affiliates — Middle East2 8 3 15 6 Infraserv Affiliates3 10 12 20 21 Total 41 24 77 48 Proportional Net Debt Ticona Affiliates — Asia1 43 111 43 111 Ticona Affiliates — Middle East2 (22 ) (13 ) (22 ) (13 ) Infraserv Affiliates3 66 152 66 152 Total 87 250 87 250 1 Ticona Affiliates — Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). 2 Ticona Affiliates — Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 4 Affiliate EBITDA, a non-U.S. GAAP measure, is the sum of Operating Profit and Depreciation and Amortization. 5 Calculated by multiplying each affiliate’s total share amount by Celanese’s respective ownership percentage, netted by reporting category. 6 Calculated as Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA. 7 The three and six months ended June 30, 2009 excludes a one-time tax adjustment to Equity in net earnings of affiliates of $19 million. EX-99.2 3 d74826exv99w2.htm EX-99.2 Exhibit 99.2 [[Image Removed]] Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 2Q 2010 Earnings Conference Call / Webcast Thursday, July 29, 2010 10:00 a.m. ET -------------------------------------------------------------------------------- [[Image Removed]] Forward Looking Statements Reconciliation and Use of Non-GAAP Measures to U.S. GAAP This presentation may contain "forward-looking statements," which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words "outlook," "forecast," "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties 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 business cycles, particularly in the automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; 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 improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; changes in the degree of intellectual property and other legal protection afforded to our products; compliance costs and potential disruption of production due to accidents or other unforeseen events or delays in construction of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relates to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This presentation reflects the following performance measures: operating EBITDA, business operating EBITDA, proportional affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business EBITDA is operating profit; for proportional affiliate EBITDA is equity in net earnings of affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations. Use of Non-U.S. GAAP Financial Information Operating EBITDA, a measure used by management to measure performance, is defined by the company as operating profit from continuing operations, plus equity in net earnings from affiliates, cost dividend income, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We may provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a U.S. GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Business operating EBITDA, a measure used by management to measure performance of its internal operations, is defined by the company as operating profit from continuing operations, plus depreciation and amortization, and further adjusted for other charges and adjustments. This reflects the operating results of the company's operations without regard to its equity and cost investments. The company believes that investors should consider business operating EBITDA when evaluating the company's internal operations. Proportional affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results. Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year, excluding changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management's assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period. Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates' net debt. Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company's liquidity and assess credit quality. Results Unaudited The results presented in this presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. -------------------------------------------------------------------------------- [[Image Removed]] Dave Weidman Chairman and Chief Executive Officer -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation 2Q 2010 highlights in millions (except EPS) 2nd Qtr 2010 2nd Qtr 2009 Net Sales $1,517 $1,244 Proportional Net Sales from Affiliates $397 $306 Total: $1,914 $1,550 Operating Profit/(Loss) $156 $89 Adjusted EPS $1.12 $0.56 Operating EBITDA $332 $248 Affiliate EBITDA in excess of Equity in net earnings of affiliates* $41 $24 Total: $373 $272 Second Quarter 2010: Strong results driven by technology and specialty materials businesses Global demand significantly higher than prior year and continued to improve modestly from first quarter 2010 * See slide 23 for equity affiliate preliminary results and Celanese proportional share -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and CFO -------------------------------------------------------------------------------- [[Image Removed]] Ibn Sina venture provides strategic value to Advanced Engineered Materials Venture extended until 2032 provides ongoing earnings POM manufacturing utilizes advantaged raw materials to support growing customer demand Increased economic participation yields higher earnings beyond 2013 Provides structural & strategic hedge for methanol and energy costs Builds on 30-year relationship to bring increasing value in the future Provides additional low cost manufacturing capacity to support fast/growing product demand Accounting shift from cost method to equity method beginning 2Q 2010 Moves from Acetyl Intermediates to Advanced Engineered Materials for segment reporting Value in Ibn Sina Venture -------------------------------------------------------------------------------- [[Image Removed]] AEM Business EBITDA Margin* Value of Ibn Sina Affiliate The proposed POM facility leverages economically advantaged raw materials Ibn Sina is a structural hedge against raw material volatility AEM margins including benefit of Ibn Sina * See Slide 24 for reconciliation of Non-U.S. GAAP Measure. AEM Business EBITDA margin with Ibn Sina AEM Business EBITDA margin without Ibn Sina -------------------------------------------------------------------------------- [[Image Removed]] Second Quarter 2010: Strong volume and earnings performance as demand increased across all end-use segments - led by automotive and electronics Specialty polymers business model results in high rate of conversion of revenue to earnings Robust innovation pipeline drives growth in new products and applications Advanced Engineered Materials Outlook: Continued strength in earnings and margins in Q3 with only modest earnings seasonality Continued year-over-year growth in equity affiliate earnings in millions 2nd Qtr 2010 2nd Qtr 2009 Net Sales $282 $184 Operating EBITDA $98 $36 Ibn Sina Equity Earnings $24 $8 -------------------------------------------------------------------------------- [[Image Removed]] Second Quarter 2010: Increased volumes from recovery of lost production related to outage in 1Q 2010 Strong performance with earnings growth in strategic China ventures Consumer Specialties Outlook: Stable earnings and margins throughout second half of 2010 Demand levels expected to be sustained in millions 2nd Qtr 2010 2nd Qtr 2009 Net Sales $291 $280 Operating EBITDA $149 $134 -------------------------------------------------------------------------------- [[Image Removed]] Second Quarter 2010: Increased volumes from improved global demand and pricing partially offset by significantly higher raw material costs Emulsions business in Asia at full utilization ahead of capacity expansion in mid-2011 Innovation helps drive volume and earnings growth in EVA and Emulsions Industrial Specialties Outlook: Sequential margin improvement expected with pricing actions and sustained demand Innovation pipeline continues to drive revenue growth in millions 2nd Qtr 2010 2nd Qtr 2009 Net Sales* $269 $219 Operating EBITDA* $26 $21 * 2Q 2009 financials excludes PVOH business, which was divested in July 2009. 2Q 2009 PVOH sales were $48 million and Operating EBITDA was $14 million -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates Second Quarter 2010: Improved global demand and advantaged acetyl technology drive solid results Demand and raw material driven pricing offset higher raw material and energy costs Sustainable productivity improvements positively impact margins Outlook: Continued modest global economic growth and benefits from Nanjing expansion result in year-over-year volume gain Advantaged technology drives stable acetic acid margins in millions 2nd Qtr 2010 2nd Qtr 2009 Net Sales $782 $622 Operating EBITDA $96 $73 -------------------------------------------------------------------------------- [[Image Removed]] Second Quarter 2010: Earnings and dividend impact Higher equity earnings driven by improved global demand for specialty engineered polymers, methanol and MTBE Higher dividends from China acetate ventures reflect continued growth and improved financial performance in emerging regions Income Statement Affiliate Performance Cash Flows 0 50 100 150 2Q 2010 2Q 2009 $ millions Earnings - Equity Investments Dividends - Cost Investments 0 50 100 150 2Q 2010 2Q 2009 $ millions Dividends - Equity Investments Dividends - Cost Investments -------------------------------------------------------------------------------- [[Image Removed]] 2010E Cash Flow Expectation off EBITDA Base 2010E Cash Flow Expectation off EBITDA Base Cash Taxes $100 - $120 Capital Expenditures $240 - $260 Reserve/Other $120 - $150 Net Interest $180 - $190 Pension $30 - $40 Working Capital $80 - $100 Adjusted Free Cash Outflows* $750 - $860 Dividends/Debt Service $75 - $100 Repurchased $20 million of common shares during 2Q 2010 $46 million cash used for strategic acquisition in 2Q 2010 Modest cash outflow for working capital consistent with increased sales Expect to continue to generate positive free cash flow Ticona Kelsterbach relocation: Approximately $160 million expected outflow for the remainder of 2010 Approximately $315 million expected outflow for full year 2010; $150 million is pre-funded by Fraport and reflected in cash balance at 12/31/09 Strong cash generation continues throughout economic cycle Available Cash Available Cash Cash (as of 6/30/2010) $1,081 Operating Cash ~($100 - $200) Cash Available for Strategic Purposes ~$900 $ in millions $ in millions * Excludes Kelsterbach relocation cash flows -------------------------------------------------------------------------------- [[Image Removed]] Appendix Notes: 1. References on the following slides to tables correspond to the tables included with Celanese press release dated July 29, 2010. 2. Table 7 references to slide 20 -------------------------------------------------------------------------------- [[Image Removed]] Free Cash Flow 2Q 2010 Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow $ in millions 2Q 2010 2Q 2009 Net cash provided by operating activities $164 $99 Adjustments to operating cash for discontinued operations ($3) - Net cash provided by operating activities from continuing operations $161 $99 Less: Capital expenditures ($34) ($40) Add: Other charges and adjustments1 ($4) $74 Adjusted Free Cash Flow $122 $133 1Amounts primarily associated with certain other charges and adjustments and the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. 2Q 2009 free cash flow included $75 million VAT related to Fraport relocation project. Factors contributing to cash generation during 2010: Strong cash generation reflecting technology and specialty material businesses Sustained improvements in fixed cost structure -------------------------------------------------------------------------------- [[Image Removed]] Ibn Sina Accounting Change 2006 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 YTD 2008 IBN Sina cost dividends as reported (53) (78) (27) (29) (34) (29) (119) IBN Sina equity earnings as adjusted 76 68 30 28 32 28 118 Income Statement Impact 23 (10) 3 (1) (2) (1) (1) Segment Reporting Changes AEM Operating EBITDA (as reported) 260 252 60 68 45 (3) 170 SGA and Non Op adjustment 2 3 1 1 1 - 3 IBN Sina equity earnings as adjusted 76 68 30 28 32 28 118 AEM Operating EBITDA (as adjusted) 338 323 91 96 78 26 291 AI Operating EBITDA (as reported) 672 731 246 227 182 21 676 SGA and Non Op adjustment (2) (3) (1) (1) (1) - (3) IBN Sina cost dividends as reported (53) (78) (27) (29) (34) (29) (119) AI Operating EBITDA (as adjusted) 617 650 218 198 147 (9) 554 Q1 2009 Q2 2009 Q3 2009 Q4 2009 YTD 2009 Q1 2010 Q2 2010 YTD 2010 IBN Sina cost dividends as reported (3) (3) (18) (17) (41) (27) (24) (51) IBN Sina equity earnings as adjusted 8 8 17 18 51 23 24 47 Income Statement Impact 5 5 (1) 1 10 (4) - (4) Segment Reporting Changes AEM Operating EBITDA (as reported) SGA and Non Op adjustment - 28 56 50 134 82 82 IBN Sina equity earnings as adjusted 1 - 1- 2- 2 AEM Operating EBITDA (as adjusted) 8 8 17 18 51 23 24 47 9 36 73 68 186 107 24 131 AI Operating EBITDA (as reported) SGA and Non Op adjustment 48 76 105 128 357 107 107 -IBN Sina cost dividends as reported (1) - (1) - (2)- (2) AI Operating EBITDA (as adjusted) (3) (3) (18) (17) (41) (27) (24) (51) 16 44 73 87 111 315 78 (24) 54 Ibn Sina Accounting Change -------------------------------------------------------------------------------- [[Image Removed]] 2Q 2010 Other Charges and Other Adjustments by Segment - Unaudited in millions AEM CS IS AI Other Total Employee termination benefits 1 1 - 1 1 4 Plant/office closures - - - - - -Ticona Kelsterbach plant relocation 4 - - - - 4 Plumbing actions (2) - - - - (2) Asset impairments - - - - - -Other - - - - - -Total other charges 3 1 - 1 1 6 Business optimization - - - - 3 3 Ticona Kelsterbach plant relocation (2) - - - - (2) Plant closures - - - - - -Contract termination - - - - - -Gain on sale of building - - - - (14) (14) Write-off of other productive assets - - - - - -Other 1 2 - 1 - 4 Total other adjustments (1) 2 - 1 (11) (9) Total other charges and other adjustments 2 3 - 2 (10) (3) 17 2Q 2010 Other Charges and Other Adjustments by Segment - Unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Adjusted EPS -Unaudited Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except per share data) 2010 2009 2010 2009 As adjusted As adjusted per per per per share share share share Earnings (loss) from continuing operations 163 1.03 110 0.70 176 1.11 94 0.60 Deduct Income tax (provision) benefit (61) (17) (41) (22) Earnings (loss) from continuing operations before tax 224 127 217 116 Other charges and other adjustments 1 (3) (3) 132 30 Adjusted earnings (loss) from continuing operations before tax 221 124 349 146 Income tax (provision) benefit on adjusted earnings 2 (44) (36) (70) (42) Less: Noncontrolling interests - - - - Adjusted earnings (loss) from continuing operations 177 1.12 88 0.56 279 1.76 104 0.67 Diluted shares (in millions) 3 Weighted average shares outstanding 156.3 143.5 153.3 143.5 Assumed conversion of preferred stock - 12.1 3.1 12.1 Dilutive restricted stock units 0.3 0.5 0.4 0.3 Dilutive stock options 1.8 1.0 1.9 0.5 Total diluted shares 158.4 157.1 158.7 156.4 1 See Table 7 for details. 2 The adjusted effective tax rate is 20% and 29% for the three and six months ended June 30, 2010 and 2009, respectively. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 18 Reg G: Reconciliation of Adjusted EPS - Unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Net Debt - Unaudited Net Debt - Reconciliation of a Non-U.S. GAAP Measure June 30, December 31, (in $ millions) 2010 2009 Short-term borrowings and current installments of long-term debt - third party and affiliates 265 242 Long-term debt 3,162 3,259 Total debt 3,427 3,501 Less: Cash and cash equivalents 1,081 1,254 Net Debt 2,346 2,247 Reg G: Reconciliation of Net Debt - Unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Other Charges and Other Adjustments -Unaudited Reconciliation of Other Charges and Other Adjustments Other Charges: Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2010 2009 2010 2009 Employee termination benefits 4 5 9 29 Plant/office closures - - 6 -Ticona Kelsterbach plant relocation 4 3 10 6 Clear Lake insurance recoveries - - - (6) Plumbing actions (2) (2) (14) (3) Asset impairments - - 72 1 Total 6 6 83 27 Other Adjustments: 1 Three Months Ended Six Months Ended Income June 30, June 30, Statement (in $ millions) 2010 2009 2010 2009 Classification Business optimization 3 1 7 3 SGA Ticona Kelsterbach plant relocation (2) 1 (2) 2 Cost of sales Plant closures - 4 9 8 Cost of sales / SGA Contract termination - - 22 - Cost of sales Gain on sale of building (14) - (14) - (Gain) loss on disposition Write-off of other productive assets - - 17 - Cost of sales Other2 4 (15) 10 (10) Various Total (9) (9) 49 3 Total other charges and other adjustments (3) (3) 132 30 1 These items are included in net earnings but not included in other charges. 2 The three and six months ended June 30, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million. 20 Reg G: Other Charges and Other Adjustments - Unaudited Other Charges: -------------------------------------------------------------------------------- [[Image Removed]] 21 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GA AAP Measure - Unaudited Three Months Ended Six Months Ended June 30, June 3 30, (in $ millions) 2010 2009 2010 2009 Reg As adjusted As adjusted Net Sales Advanced Engineered Materials 282 184 564 349 Consumer Specialties 291 280 529 546 G: Industrial Specialties 269 267 511 509 EBITDA Acetyl Intermediates 782 622 1,506 1,194 Other Activities 1 1 1 1 1 Intersegment eliminations (108) (110) (206) (209) Total 1,517 1,244 2,905 2,390 Operating Profit (Loss) Advanced Engineered Materials 40 1 88 (17) Consumer Specialties 64 66 34 132 Industrial Specialties 16 19 28 29 Acetyl Intermediates 68 39 68 50 Other Activities 1 (32) (36) (76) (78) Total 156 89 142 116 Other Charges and Other Adjustments 2 (Unaudited) Advanced Engineered Materials 2 (14) - (4) Consumer Specialties 3 3 83 3 Industrial Specialties - 5 - 8 Reconciliation Acetyl Intermediates 2 4 54 9 Other Activities 1 (10) (1) (5) 14 Total (3) (3) 132 30 of Depreciation and Amortization Expense Advanced Engineered Materials 17 19 34 36 Consumer Specialties 9 12 20 24 Industrial Specialties 10 11 20 24 Acetyl Intermediates 24 28 49 55 Other Activities 1 3 2 6 4 Total 63 72 129 143 Business Operating EBITDA Advanced Engineered Materials 59 6 122 15 Consumer Specialties 76 81 137 159 Operating Industrial Specialties 26 35 48 61 Acetyl Intermediates 94 71 171 114 Other Activities 1 (39) (35) (75) (60) Total 216 158 403 289 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 39 30 83 30 Consumer Specialties 73 53 73 56 Industrial Specialties - - - - Acetyl Intermediates 2 2 3 3 Other Activities 1 2 5 12 11 Total 116 90 171 100 Operating EBITDA Advanced Engineered Materials 98 36 205 45 Consumer Specialties 149 134 210 215 Industrial Specialties 26 35 48 61 Acetyl Intermediates 96 73 174 117 Other Activities 1 (37) (30) (63) (49) Total 332 248 574 389 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 See Table 7 for details. Reg G: Reconciliation of Operating EBITDA (Unaudited) -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share -- Unaudited Equity Affiliate Preliminary Results - Total - Unaudited Three Months Ended Six Months Ended (in $ millions) June 30, June 30, 2010 2009 2010 2009 As adjusted As adjusted Net Sales Ticona Affiliates - Asia1 379 267 750 439 Ticona Affiliates - Middle East2 245 110 502 245 Infraserv Affiliates3 488 487 1,018 997 Total 1,112 864 2,270 1,681 Operating Profit Ticona Affiliates - Asia1 63 9 128 (10) Ticona Affiliates - Middle East2 118 35 232 77 Infraserv Affiliates3 27 26 47 51 Total 208 70 407 118 Depreciation and Amortization Ticona Affiliates - Asia1 20 19 41 46 Ticona Affiliates - Middle East2 10 8 16 12 Infraserv Affiliates3 24 24 50 47 Total 54 51 107 105 Affiliate EBITDA4 Ticona Affiliates - Asia1 83 28 169 36 Ticona Affiliates - Middle East2 128 43 248 89 Infraserv Affiliates3 51 50 97 98 Total 262 121 514 223 Net Income Ticona Affiliates - Asia1 31 7 75 (9) Ticona Affiliates - Middle East2 104 31 208 68 Infraserv Affiliates3 20 16 35 35 Total 155 54 318 94 Net Debt Ticona Affiliates - Asia1 94 245 94 245 Ticona Affiliates - Middle East2 (89) (50) (89) (50) Infraserv Affiliates3 200 482 200 482 Total 205 677 205 677 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 22 4 Affiliate EBITDA, a non-U.S. GAAP measure, is the sum of Operating Profit and Depreciation and Amortization. Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited Equity Affiliate Preliminary Results - Celanese Proportional Share - Unaudited5 Three Months Ended Six Months Ended (in $ millions) June 30, June 30, 2010 2009 2010 2009 As adjusted As adjusted Proportional Net Sales Ticona Affiliates - Asia1 176 123 347 203 Ticona Affiliates - Middle East2 61 28 126 61 Infraserv Affiliates3 160 155 334 318 Total 397 306 807 582 Proportional Operating Profit Ticona Affiliates - Asia1 29 4 59 (4) Ticona Affiliates - Middle East2 30 9 58 19 Infraserv Affiliates3 8 8 15 16 Total 67 21 132 31 Proportional Depreciation and Amortization Ticona Affiliates - Asia1 9 9 19 21 Ticona Affiliates - Middle East2 2 2 4 3 Infraserv Affiliates3 8 8 16 15 Total 19 19 39 39 Proportional Affiliate EBITDA4 Ticona Affiliates - Asia1 38 13 78 17 Ticona Affiliates - Middle East2 32 11 62 22 Infraserv Affiliates3 16 16 31 31 Total 86 40 171 70 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates - Asia1, 7 15 4 36 (4) Ticona Affiliates - Middle East2 24 8 47 16 Infraserv Affiliates3 6 4 11 10 Total 45 16 94 22 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates6 Ticona Affiliates - Asia1 23 9 42 21 Ticona Affiliates - Middle East2 8 3 15 6 Infraserv Affiliates3 10 12 20 21 Total 41 24 77 48 Proportional Net Debt Ticona Affiliates - Asia1 43 111 43 111 Ticona Affiliates - Middle East2 (22) (13) (22) (13) Infraserv Affiliates3 66 152 66 152 Total 87 250 87 250 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 4 Affiliate EBITDA, a non-U.S. GAAP measure, is the sum of Operating Profit and Depreciation and Amortization. 5 Calculated by multiplying each affiliate's total share amount by Celaneses respective ownership percentage, netted by reporting category. 6 Calculated as Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA. 23 7 The three and six months ended June 30, 2009 excludes a one-time tax adjustment to Equity in net earnings of affiliates of $19 million. Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited -------------------------------------------------------------------------------- [[Image Removed]] Business EBITDA - Reconciliation of a Non-U.S. GAAP Measure Reg G: Reconciliation of Business EBITDA 2006 2007 (in $ millions) FY FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Net Sales Advanced Engineered Materials 915 1030 294 300 272 195 1061 165 184 220 239 808 282 282 Operating Profit (Loss) Advanced Engineered Materials 145 133 30 37 13 (48) 32 (19) 0 21 33 35 46 40 Other Charges and Other Adjustments 1 Advanced Engineered Materials (5) (5) 1 1 1 22 25 10 (14) 7 (3) 0 (2) 2 Depreciation and Amortization Expense Advanced Engineered Materials 65 69 20 19 19 18 76 17 19 17 19 72 17 17 Business EBITDA Advanced Engineered Materials 205 197 51 57 33 (8) 133 8 5 45 49 107 61 59 Equity Earnings (as adjusted) Ibn Sina 76 68 30 28 32 28 118 8 8 17 18 51 23 24 Business EBITDA Margin Advanced Engineered Materials 22% 19% 17% 19% 12% (4%) 13% 5% 3% 20% 21% 13% 22% 21% with Ibn Sina adjusted Equity Earnings 31% 26% 28% 28% 24% 10% 24% 10% 7% 28% 28% 20% 30% 29% 1 See Table 7 for details. 2008 2009 2010