0000950123-11-007621 8-K 27 20110201 2.02 7.01 9.01 20110201 20110201 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 11561411 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 d79349e8vk.htm FORM 8-K UNITED STATES 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): February 1, 2011 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 February 1, 2011, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its fourth quarter and full year 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 solely for purposes of this Item 2.02 disclosure. Item 7.01 Regulation FD Disclosure On February 1, 2011, 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 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 February 1, 2011* 99.2 Slide Show Presentation February 1, 2011* * 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: February 1, 2011 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release February 1, 2011 99.2 Slide Show Presentation February 1, 2011 EX-99.1 2 d79349exv99w1.htm EX-99.1 Exhibit 99.1 [[Image Removed: (CELANESE LOGO)]] Celanese Corporation Investor Relations Corporate News Release 1601 West LBJ Freeway Dallas, Texas 75234 Celanese Corporation Reports Fourth Quarter and Full Year 2010 Results; Raises Outlook for 2011 Fourth quarter highlights: • Net sales were $1,507 million, up 9% from prior year period • Operating profit was $138 million versus $109 million in prior year period • Net earnings were $56 million versus $6 million in prior year period • Operating EBITDA was $262 million, up 15% from prior year period • Diluted EPS from continuing operations was $0.64 versus $0.00 in prior year period • Adjusted EPS was $0.73, up 43% from prior year period Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions, except per share data) — Unaudited 2010 2009 2010 2009 As adjusted3 As adjusted3 Net sales 1,507 1,388 5,918 5,082 Operating profit (loss) 138 109 501 290 Net earnings (loss) attributable to Celanese Corporation 56 6 375 498 Operating EBITDA 1 262 228 1,122 857 Diluted EPS — continuing operations $ 0.64 $ 0.00 $ 2.68 $ 3.14 Diluted EPS — total $ 0.35 $ 0.03 $ 2.37 $ 3.17 Adjusted EPS 2 $ 0.73 $ 0.51 $ 3.37 $ 1.75 1 Non-U.S. GAAP measure. See reconciliation in Table 1. 2 Non-U.S. GAAP measure. See reconciliation in Table 6. 3 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. Dallas, February 1, 2011: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported fourth quarter 2010 net sales of $1,507 million, a 9 percent increase from the same period last year. All of its operating segments experienced improved pricing and higher volumes which drove the improved results and more than offset unfavorable currency impacts. Operating profit increased to $138 million from $109 million in the prior year period. This quarter’s results included a net $16 million of other charges and other adjustments which were primarily related to the company’s previously announced manufacturing optimization efforts compared with $17 million in the prior year period. Net earnings were $56 million compared with $6 million in the same period last year, also reflecting strong performance from the company’s strategic affiliates in the current period. Diluted earnings per share from continuing operations were $0.64 compared with $0.00 in the prior year period. Diluted earnings per share were $0.35 compared with $0.03 in the same period last year. Adjusted earnings per share in the fourth quarter of 2010 increased to $0.73 from $0.51 in the same period last year. Adjusted earnings per share in the current period were based on an effective tax rate of 20 percent -------------------------------------------------------------------------------- Page 2 of 16 and a diluted share count of 158.3 million. Operating EBITDA rose 15 percent to $262 million from $228 million in the same period last year. Adjusted earnings per share and operating EBITDA excluded the $16 million of other charges and other adjustments. “Our fourth quarter 2010 performance concludes a very strong year with record full-year earnings in Consumer Specialties, Advanced Engineered Materials and Industrial Specialties, as well as significantly improved performance in Acetyl Intermediates,” said David Weidman, chairman and chief executive officer. “With successful innovation efforts, a sustained focus on productivity and the breadth of our geographic profile, Celanese, with its unique portfolio of leading global businesses, is extremely well positioned for value creation both in the near-term and long-term.” Recent Highlights • Announced its newly developed advanced technology to produce ethanol. This innovative, new process combines the company’s proprietary and industry-leading acetyl platform with highly advanced manufacturing technology to produce ethanol from hydrocarbon-sourced feedstocks. • Signed letters of intent for projects to construct and operate industrial ethanol production facilities in Nanjing, China, at the Nanjing Chemical Industrial Park and in Zhuhai, China, at the Gaolan Port Economic Zone. • Signed a memorandum of understanding (MOU) with Wison (China) Holding Co., Ltd., a Chinese synthesis gas supplier, for production of certain feedstocks used in the company’s advanced ethanol production process. • Launched VitalDose™, an ethylene vinyl acetate (EVA) polymer-based excipient that facilitates drug makers’ efforts to develop and commercialize controlled-release pharmaceutical solutions. Fourth Quarter Segment Overview Advanced Engineered Materials Advanced Engineered Materials sustained year-over-year volume growth on continued strong global demand, further supported by the results of its successful innovation efforts. Net sales for the fourth quarter of 2010 were $274 million compared with $239 million in the prior year period, driven by increased volumes for its high performance polymers. This quarter’s results benefited from higher value-in-use pricing and sales related to the company’s recent acquisitions which more than offset the impacts of currency. Operating profit was $33 million compared with $34 million in the same period last year as the profit contribution from higher volumes and pricing were offset by increased raw material costs and other expenses primarily associated with a planned turnaround in North America and the timing of other costs. Operating profit in the quarter was also negatively impacted by expenses associated with the company’s planned European expansion. Operating EBITDA in the fourth quarter of 2010, which excluded the impact of the inventory build in support of the European expansion, was $68 million and unchanged from the prior year period. Advanced Engineered Materials strategic affiliates continued to provide benefits from both growth in emerging markets and -------------------------------------------------------------------------------- Page 3 of 16 advantaged raw material positions in the period. Equity earnings from the Ibn Sina affiliate were $17 million, a $1 million decrease from last year’s results. Total equity earnings from the company’s Asian affiliates were $13 million compared with $0 in the prior year period on improved performance in the current period and the impact of a planned turnaround at one of the Asian affiliates during the fourth quarter of 2009. Consumer Specialties Consumer Specialties delivered strong performance on improved global demand across all product lines, particularly for cellulose acetate products. Net sales for the fourth quarter were $281 million compared with $267 million in the same period last year driven by higher volumes and increased pricing. Operating profit increased to $59 million from $47 million in the prior year period as the favorable volume and pricing more than offset increased raw material and energy costs as well as other charges and other adjustments primarily associated with the planned closure of the company’s acetate flake and tow manufacturing operations in Spondon, Derby, United Kingdom. Operating EBITDA, which excluded charges associated with the plant closure and other adjustments, was $80 million compared with $65 million in the prior year. Industrial Specialties Industrial Specialties benefited from its application innovation efforts and strong demand. Net sales for the fourth quarter of 2010 were $249 million compared with $229 million in the same period last year, resulting from higher pricing and volumes. Higher pricing for EVA performance polymers products was driven by favorable product mix on strong demand, particularly for photovoltaic applications, helping to offset unfavorable currency effects. Volumes also improved in the Emulsions business, driven by the benefits of new product innovation and commercialization. Operating profit in the fourth quarter of 2010 was $11 million compared with $16 million in the prior year period as the higher volumes and pricing were partially offset by higher raw material costs, particularly in the Emulsions business. Fourth quarter 2009 results included a $10 million captive insurance recovery related to the force majeure event at the company’s performance polymers facility in Edmonton, Canada. Operating EBITDA was $27 million compared with $19 million, excluding the insurance recovery in the prior year period. Acetyl Intermediates Acetyl Intermediates delivered improved results on seasonally strong demand for acetic acid and downstream derivative products. Net sales for the fourth quarter of 2010 were $799 million compared with $743 million in the same period last year. The increase was primarily driven by improved pricing across all global regions for the major acetyl product lines, particularly for downstream derivatives. The improved pricing environment was supported by increased raw material costs as well as favorable industry conditions resulting from energy conservation efforts in China that affected competing technologies. Downstream derivative volumes also improved due to demand recovery in the Americas and Europe. Operating profit in the current -------------------------------------------------------------------------------- Page 4 of 16 period increased to $94 million from $72 million in the prior year period, driven by the higher pricing and volumes, as well as the benefits of the closure of the company’s operations in Pardies, France. These benefits were partially offset by higher raw material costs for methanol and ethylene. Operating EBITDA rose to $127 million in the fourth quarter of 2010 from $111 million in the same period last year. Taxes The tax rate for adjusted earnings per share was 20 percent in the year ended December 31, 2010 compared with 29 percent in the first six months of 2009 and 23 percent for the last six months of 2009. The U.S. GAAP effective tax rate for continuing operations in 2010 was 21 percent versus negative 97 percent in 2009. The effective tax rate for 2009 was favorably impacted by the release of the U.S. valuation allowance on net deferred tax assets, partially offset by increases in valuation allowances on certain foreign net deferred tax assets and the effect of new tax legislation in Mexico. The effective rate for 2010 was favorably impacted by amendments to tax legislation in Mexico. Cash taxes paid were $135 million in 2010 compared with $17 million in 2009. The increase in cash taxes paid is primarily the result of increased earnings in 2010 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 earnings and operating EBITDA, were $37 million in the fourth quarter of 2010, a $15 million increase from the prior year period. Equity and cost investment dividends, which are included in cash flows, were $18 million, a $5 million decrease from the same period last year. Earnings in equity investments for Ticona’s strategic affiliates in Asia were $13 million higher than the prior year period. Proportional affiliate EBITDA for the Asian affiliates was $30 million, a $9 million increase from the same period last year. Equity in net earnings for Ticona’s Middle Eastern affiliates, which includes the company’s Ibn Sina affiliate, were $17 million in the fourth quarter of 2010 compared with $18 million in the same period last year. Proportional affiliate EBITDA for the Middle Eastern affiliates was $2 million lower than the prior year period. The company’s total proportional affiliate EBITDA of equity investments for the fourth quarter of 2010 was $72 million, an $11 million increase from the same period last year and $35 million more than reported in the company’s operating EBITDA. The company’s total proportional net debt of affiliates was $96 million as of December 31, 2010. -------------------------------------------------------------------------------- Page 5 of 16 Cash Flow Cash and cash equivalents at the end of the fourth quarter of 2010 were $740 million, $514 million lower than the same period in 2009. Cash flow provided by operating activities was $452 million for the full year 2010 compared with $596 million in the prior year, as higher trade working capital and higher cash taxes offset the improved operating performance. The company used $560 million in net cash for investing activities in the full year 2010 compared with $31 million provided in 2009. During 2010, the company spent a total of $312 million of capital expenditures related to the relocation of Ticona’s business in Kelsterbach, Germany and related capacity expansion. The 2009 results included an advance payment of $412 million and $351 million of capital expenditures and other expenses related to the relocation and expansion. The 2009 results also included net cash of $168 million received from the sale of the polyvinyl alcohol business. Net cash used in financing activities totaled $388 million in the full year 2010 compared with $112 million in 2009. In 2010, the company repaid a net of $297 million of long-term debt, repurchased $48 million of its outstanding common shares, paid $31 million of dividends and paid $24 million of debt refinancing costs. Net debt at the end of the fourth quarter of 2010 was $2,478 million, $231 million higher than the prior year period. Outlook Based on the strength of its 2010 performance, its confidence in its earnings growth programs, and its expectations for a continued, modest global economic recovery, the company raised its outlook for the full year 2011. The company expects full year 2011 adjusted earnings per share to be at least $0.60 higher and operating EBITDA to be at least $150 million higher than 2010 results. “We are confident that our unique portfolio of technology and specialty materials businesses, coupled with our ongoing growth, innovation and productivity initiatives, will enable us to deliver significant earnings improvement and increased value for our shareholders,” said Weidman. “We continue to see healthy demand across all of our business lines and expect to see earnings growth in every segment in 2011.” Contacts: Investor Relations Media — U.S. Media — Europe Andy Green Jacqueline Terry Jens Kurth Phone: +1 972 443 4965 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 Andy.Green@celanese.com Jacqueline.Terry@celanese.com J.Kurth@celanese.com -------------------------------------------------------------------------------- Page 6 of 16 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 7,250 employees worldwide and had 2010 net sales of $5.9 billion, with approximately 72% 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; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption of production due to accidents or other unforeseen events or delays in construction or operation 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; 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. -------------------------------------------------------------------------------- Page 7 of 16 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 and affiliate EBITDA, adjusted earnings per share, and net debt 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 net income; for proportional affiliate EBITDA is equity in net earnings of affiliates; for affiliate EBITDA is operating profit; for adjusted earnings per share is earnings per common share-diluted; and for net debt is total debt. Use of Non-U.S. GAAP Financial Information • Operating EBITDA is defined by the company as net earnings plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. We present operating EBITDA because we consider it an important supplemental measure of our operations and financial performance. We believe that operating EBITDA is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Operating EBITDA is one of the measures management uses for its planning and budgeting process to monitor and evaluate financial and operating results and for the company’s incentive compensation plan. Operating EBITDA should not be considered as an alternative to net income determined in accordance with U.S. GAAP. 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. • Business operating EBITDA is defined by the company as net earnings plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. This supplemental performance measure reflects the operating results of the company’s operations without regard to the financial impact of its equity and cost investments. • Proportional affiliate EBITDA is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. 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 as described in Table 7, 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. 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 16 Preliminary Consolidated Statements of Operations — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions, except per share data) 2010 2009 2010 2009 As Adjusted1 As Adjusted1 Net sales 1,507 1,388 5,918 5,082 Cost of sales (1,194 ) (1,099 ) (4,738 ) (4,079 ) Gross profit 313 289 1,180 1,003 Selling, general and administrative expenses (132 ) (133 ) (505 ) (474 ) Amortization of Intangible assets (16 ) (19 ) (61 ) (77 ) Research and development expenses (18 ) (17 ) (70 ) (70 ) Other (charges) gains, net (1 ) (13 ) (48 ) (136 ) Foreign exchange gain (loss), net (4 ) 1 (3 ) 2 Gain (loss) on disposition of businesses and assets, net (4 ) 1 8 42 Operating profit (loss) 138 109 501 290 Equity in net earnings (loss) of affiliates 37 22 168 99 Interest expense (58 ) (51 ) (204 ) (207 ) Refinancing expense — — (16 ) — Interest income 5 1 7 8 Dividend income — cost investments — — 73 57 Other income (expense), net 6 6 7 4 Earnings (loss) from continuing operations before tax 128 87 536 251 Income tax (provision) benefit (27 ) (85 ) (112 ) 243 Earnings (loss) from continuing operations 101 2 424 494 Earnings (loss) from operation of discontinued operations (72 ) 6 (80 ) 6 Gain on disposal of discontinued operations — — 2 — Income tax (provision) benefit, discontinued operations 27 (2 ) 29 (2 ) Earnings (loss) from discontinued operations (45 ) 4 (49 ) 4 Net earnings (loss) 56 6 375 498 Less: Net earnings (loss) attributable to noncontrolling interests — — — — Net earnings (loss) attributable to Celanese Corporation 56 6 375 498 Cumulative preferred stock dividend — (2 ) (3 ) (10 ) Net earnings (loss) available to common shareholders 56 4 372 488 Amounts attributable to Celanese Corporation Earnings (loss) per common share — basic Continuing operations $ 0.65 $ 0.00 $ 2.72 $ 3.37 Discontinued operations (0.29 ) 0.03 (0.31 ) 0.03 Net earnings (loss) — basic $ 0.36 $ 0.03 $ 2.41 $ 3.40 Earnings (loss) per common share — diluted Continuing operations $ 0.64 $ 0.00 $ 2.68 $ 3.14 Discontinued operations (0.29 ) 0.03 (0.31 ) 0.03 Net earnings (loss) — diluted $ 0.35 $ 0.03 $ 2.37 $ 3.17 Weighted average shares (millions) Basic 155.7 144.1 154.6 143.7 Diluted 158.3 144.1 158.4 157.1 1 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 9 of 16 Preliminary Consolidated Balance Sheets — Unaudited December 31, December 31, (in $ millions) 2010 2009 As Adjusted1 ASSETS Current assets Cash & cash equivalents 740 1,254 Trade receivables — third party and affiliates, net 827 721 Non-trade receivables 253 262 Inventories 610 522 Deferred income taxes 92 42 Marketable securities, at fair value 78 3 Assets held for sale 9 2 Other assets 59 50 Total current assets 2,668 2,856 Investments in affiliates 838 792 Property, plant and equipment, net 3,017 2,797 Deferred income taxes 443 484 Marketable securities, at fair value — 80 Other assets 289 311 Goodwill 774 798 Intangible assets, net 252 294 Total assets 8,281 8,412 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term borrowings and current installments of long-term debt — third party and affiliates 228 242 Trade payables — third party and affiliates 673 649 Other liabilities 596 611 Deferred income taxes 28 33 Income taxes payable 17 72 Total current liabilities 1,542 1,607 Long-term debt 2,990 3,259 Deferred income taxes 116 137 Uncertain tax positions 273 229 Benefit obligations 1,359 1,288 Other liabilities 1,077 1,306 Commitments and contingencies Shareholders’ equity Preferred stock — — Common stock — — Treasury stock, at cost (829 ) (781 ) Additional paid-in capital 574 522 Retained earnings 1,849 1,505 Accumulated other comprehensive income (loss), net (670 ) (660 ) Total Celanese Corporation shareholders’ equity 924 586 Noncontrolling interests — — Total shareholders’ equity 924 586 Total liabilities and shareholders’ equity 8,281 8,412 1 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 10 of 16 Table 1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 As Adjusted4 As Adjusted4 Net Sales Advanced Engineered Materials 274 239 1,109 808 Consumer Specialties 281 267 1,098 1,084 Industrial Specialties 249 229 1,036 974 Acetyl Intermediates 799 743 3,082 2,603 Other Activities 1 1 1 2 2 Intersegment eliminations (97 ) (91 ) (409 ) (389 ) Total 1,507 1,388 5,918 5,082 Operating Profit (Loss) Advanced Engineered Materials 33 34 184 38 Consumer Specialties 59 47 164 231 Industrial Specialties 11 16 89 89 Acetyl Intermediates 94 72 243 92 Other Activities 1 (59 ) (60 ) (179 ) (160 ) Total 138 109 501 290 Other Charges and Other Adjustments 2 Advanced Engineered Materials (14 ) (3 ) (36 ) — Consumer Specialties 13 4 97 10 Industrial Specialties 6 (8 ) (19 ) (26 ) Acetyl Intermediates 6 7 62 103 Other Activities 1 5 17 11 30 Total 16 17 115 117 Depreciation and Amortization Expense 3 Advanced Engineered Materials 19 19 72 72 Consumer Specialties 9 13 37 50 Industrial Specialties 10 11 41 46 Acetyl Intermediates 25 29 97 111 Other Activities 1 2 2 11 11 Total 65 74 258 290 Business Operating EBITDA Advanced Engineered Materials 38 50 220 110 Consumer Specialties 81 64 298 291 Industrial Specialties 27 19 111 109 Acetyl Intermediates 125 108 402 306 Other Activities 1 (52 ) (41 ) (157 ) (119 ) Total 219 200 874 697 Equity Earnings, Cost — Dividend Income and Other Income (Expense) Advanced Engineered Materials 30 18 143 76 Consumer Specialties (1 ) 1 73 57 Industrial Specialties — — — — Acetyl Intermediates 2 3 9 9 Other Activities 1 12 6 23 18 Total 43 28 248 160 Operating EBITDA Advanced Engineered Materials 68 68 363 186 Consumer Specialties 80 65 371 348 Industrial Specialties 27 19 111 109 Acetyl Intermediates 127 111 411 315 Other Activities 1 (40 ) (35 ) (134 ) (101 ) Total 262 228 1,122 857 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 See Table 7 for details. 3 Excludes accelerated depreciation and amortization associated with plant closures included in Other Charges and Other Adjustments above. See Table 1A for details. 4 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 11 of 16 Table 1A Reconciliation of consolidated Operating EBITDA to net earnings (loss) — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 As adjusted3 As adjusted3 Net earnings (loss) attributable to Celanese Corporation 56 6 375 498 (Earnings) loss from discontinued operations 45 (4 ) 49 (4 ) Interest income (5 ) (1 ) (7 ) (8 ) Interest expense 58 51 204 207 Refinancing expense — — 16 — Income tax provision (benefit) 27 85 112 (243 ) Depreciation and amortization expense2 65 74 258 290 Other charges (gains), net 1 1 13 48 136 Other adjustments 1 15 4 67 (19 ) Operating EBITDA 262 228 1,122 857 Detail by Segment Advanced Engineered Materials 68 68 363 186 Consumer Specialties 80 65 371 348 Industrial Specialties 27 19 111 109 Acetyl Intermediates 127 111 411 315 Other Activities 4 (40 ) (35 ) (134 ) (101 ) Operating EBITDA 262 228 1,122 857 1 See Table 7 for details. 2 Excludes accelerated depreciation and amortization associated with plant closures as detailed in the table below and included in Other adjustments above. 3 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 Advanced Engineered Materials — 1 4 1 Consumer Specialties 4 — 5 — Industrial Specialties — (1 ) — 5 Acetyl Intermediates — 1 20 12 Other Activities 4 (1 ) — — — Accelerated depreciation and amortization 3 1 29 18 Depreciation and amortization expense2 65 74 258 290 Total depreciation and amortization 68 75 287 308 4 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. -------------------------------------------------------------------------------- Page 12 of 16 Table 2 Factors Affecting Business Segment Net Sales — Unaudited Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009 Volume Price Currency Other Total Advanced Engineered Materials 10 % 5 % -5 % 5 %2 15 % Consumer Specialties 5 % 1 % -1 % 0 % 5 % Industrial Specialties 4 % 9 % -4 % 0 % 9 % Acetyl Intermediates 3 % 8 % -3 % 0 % 8 % Total Company 5 % 7 % -3 % 0 %1 9 % Twelve Months Ended December 31, 2010 Compared to Twelve Months Ended December 31, 2009 Volume Price Currency Other Total Advanced Engineered Materials 35 % 1 % -3 % 4 %2 37 % Consumer Specialties 2 % 0 % -1 % 0 % 1 % Industrial Specialties 11 % 6 % -3 % -8 %3 6 % Acetyl Intermediates 10 % 10 % -2 % 0 % 18 % Total Company 13 % 7 % -2 % -2 %1 16 % 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) and DuPont acquisitions. 3 2010 does not include the effects of the PVOH business, which was sold on July 1, 2009. Table 3 Cash Flow Information — Unaudited Twelve Months Ended December 31, (in $ millions) 2010 2009 Net cash provided by operating activities 452 596 Net cash provided by (used in) investing activities 1 (560 ) 31 Net cash used in financing activities (388 ) (112 ) Exchange rate effects on cash (18 ) 63 Cash and cash equivalents at beginning of period 1,254 676 Cash and cash equivalents at end of period 740 1,254 1 2010 includes $0 million of cash received and $312 million of capital expenditures related to the Ticona Kelsterbach plant relocation. 2009 includes $412 million of cash received and $351 million of capital expenditures related to the Ticona Kelsterbach plant relocation. Table 4 Cash Dividends Received — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 As Adjusted1 As Adjusted1 Dividends from equity investments 18 23 138 78 Dividends from cost investments — — 73 57 Total 18 23 211 135 1 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 13 of 16 Table 5 Net Debt — Reconciliation of a Non-U.S. GAAP Measure — Unaudited December 31, December 31, (in $ millions) 2010 2009 Short-term borrowings and current installments of long-term debt — third party and affiliates 228 242 Long-term debt 2,990 3,259 Total debt 3,218 3,501 Less: Cash and cash equivalents 740 1,254 Net Debt 2,478 2,247 Table 6 Adjusted Earnings (Loss) Per Share — Reconciliation of a Non-U.S. GAAP Measure — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions, except per share data) 2010 2009 2010 2009 As Adjusted5 As Adjusted5 per per per per share share share share Earnings (loss) from continuing operations 101 0.64 2 0.00 424 2.68 494 3.14 Deduct Income tax (provision) benefit (27 ) (85 ) (112 ) 243 Earnings (loss) from continuing operations before tax 128 87 536 251 Other charges and other adjustments 1 16 17 115 117 Refinancing expense2 — — 16 — Adjusted earnings (loss) from continuing operations before tax 144 104 667 368 Income tax (provision) benefit on adjusted earnings 3 (29 ) (24 ) (133 ) (93 ) Less: Noncontrolling interests — — — — Adjusted earnings (loss) from continuing operations 115 0.73 80 0.51 534 3.37 275 1.75 Diluted shares (in millions) 4 Weighted average shares outstanding 155.7 144.1 154.6 143.7 Assumed conversion of preferred stock — 12.1 1.6 12.1 Dilutive restricted stock units 0.6 0.3 0.4 0.2 Dilutive stock options 2.0 1.9 1.8 1.1 Total diluted shares 158.3 158.4 158.4 157.1 1 See Table 7 for details. 2 Relates to the issuance of senior unsecured notes and the amendment and extension of the existing credit agreement. 3 The adjusted effective tax rate is 20% for the three and twelve months ended December 31, 2010. The adjusted effective tax rate is 29% for the six months ended June 30, 2009 and 23% for the six months ended December 31, 2009. 4 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 5 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 14 of 16 Table 7 Reconciliation of Other Charges and Other Adjustments — Unaudited Other Charges: Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 Employee termination benefits 6 11 32 105 Plant/office closures — (3 ) 4 17 Ticona Kelsterbach plant relocation 9 6 26 16 Plumbing actions (17 ) (7 ) (57 ) (10 ) Asset impairments 1 6 74 14 Insurance recoveries — — (18 ) (6 ) Resolution of commercial disputes 2 — (13 ) — Total 1 13 48 136 Other Adjustments: 1 Three Months Ended Twelve Months Ended Income December 31, December 31, Statement (in $ millions) 2010 2009 2010 2009 Classification Cost of sales / Business optimization 6 4 16 7 SG&A Ticona Kelsterbach plant Cost of sales relocation (6 ) (3 ) (13 ) — Cost of sales / Plant closures 3 9 17 25 SG&A Contract termination — — 22 — Cost of sales (Gain) loss on (Gain) loss on disposition of assets 5 — (10 ) — disposition (Gain) on sale of PVOH (Gain) loss on business — — — (34 ) disposition Write-off of other Cost of sales productive assets 1 — 18 — Other2 6 (6 ) 17 (17 ) Various Total 15 4 67 (19 ) Total other charges and other adjustments 16 17 115 117 1 These items are included in net earnings but not included in other charges. 2 The twelve months ended December 31, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million. -------------------------------------------------------------------------------- Page 15 of 16 Table 8 Equity Affiliate Preliminary Results — Total — Unaudited Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 As Adjusted5 As Adjusted5 Net Sales Ticona Affiliates — Asia1 400 344 1,543 1,105 Ticona Affiliates — Middle East2 205 203 923 630 Infraserv Affiliates3 579 642 2,070 2,186 Total 1,184 1,189 4,536 3,921 Operating Profit Ticona Affiliates — Asia1 43 23 222 58 Ticona Affiliates — Middle East2 84 87 400 253 Infraserv Affiliates3 31 16 101 103 Total 158 126 723 414 Depreciation and Amortization Ticona Affiliates — Asia1 22 21 85 87 Ticona Affiliates — Middle East2 8 11 33 31 Infraserv Affiliates3 26 28 101 103 Total 56 60 219 221 Affiliate EBITDA4 Ticona Affiliates — Asia1 65 44 307 145 Ticona Affiliates — Middle East2 92 98 433 284 Infraserv Affiliates3 57 44 202 206 Total 214 186 942 635 Net Income Ticona Affiliates — Asia1 27 — 134 15 Ticona Affiliates — Middle East2 74 76 357 222 Infraserv Affiliates3 20 11 75 72 Total 121 87 566 309 Net Debt Ticona Affiliates — Asia1 53 131 53 131 Ticona Affiliates — Middle East2 (64 ) (39 ) (64 ) (39 ) Infraserv Affiliates3 277 491 277 491 Total 266 583 266 583 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 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. -------------------------------------------------------------------------------- Page 16 of 16 Table 8 (continued) Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited5 Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2010 2009 2010 2009 As Adjusted8 As Adjusted8 Proportional Net Sales Ticona Affiliates — Asia1 185 159 713 510 Ticona Affiliates — Middle East2 51 50 231 157 Infraserv Affiliates3 190 210 679 707 Total 426 419 1,623 1,374 Proportional Operating Profit Ticona Affiliates — Asia1 20 11 103 28 Ticona Affiliates — Middle East2 21 22 100 63 Infraserv Affiliates3 11 6 33 33 Total 52 39 236 124 Proportional Depreciation and Amortization Ticona Affiliates — Asia1 10 10 39 40 Ticona Affiliates — Middle East2 2 3 8 8 Infraserv Affiliates3 8 9 33 33 Total 20 22 80 81 Proportional Affiliate EBITDA4 Ticona Affiliates — Asia1 30 21 142 68 Ticona Affiliates — Middle East2 23 25 108 71 Infraserv Affiliates3 19 15 66 66 Total 72 61 316 205 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates — Asia1, 7 13 — 63 7 Ticona Affiliates — Middle East2 17 18 81 51 Infraserv Affiliates3 7 4 24 22 Total 37 22 168 80 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates6 Ticona Affiliates — Asia1 17 21 79 61 Ticona Affiliates — Middle East2 6 7 27 20 Infraserv Affiliates3 12 11 42 44 Total 35 39 148 125 Proportional Net Debt Ticona Affiliates — Asia1 23 58 23 58 Ticona Affiliates — Middle East2 (16 ) (10 ) (16 ) (10 ) Infraserv Affiliates3 89 162 89 162 Total 96 210 96 210 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 year ended December 31, 2009 excludes a one-time tax adjustment to Equity in net earnings of affiliates of $19 million. 8 The company’s Ibn Sina investment is now included 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. Amounts have been retrospectively adjusted to reflect these changes. EX-99.2 3 d79349exv99w2.htm EX-99.2 Exhibit 99.2 [[Image Removed]] Dave Weidman, Chairman and Chief Executive Officer Steven Sterin, Senior Vice President and Chief Financial Officer Celanese 4Q 2010 Earnings Conference Call / Webcast Tuesday, February 1, 2011 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; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption of production due to accidents or other unforeseen events or delays in construction or operation 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; 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 and 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 affiliate EBITDA is operating profit; 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 net earnings plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. 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. Business operating EBITDA, a measure used by management to measure performance of its internal operations, is defined by the company as net earnings plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. 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. Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. 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. 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 4Q and full year 2010 highlights in millions (except EPS) 4th Qtr 2010 4th Qtr 2009 FY 2010 FY 2009 Net Sales $1,507 $1,388 $5,918 $5,082 Proportional Net Sales from Affiliates $426 $419 $1,623 $1,374 Total: $1,933 $1,807 $7,541 $6,456 Operating Profit/(Loss) $138 $109 $501 $290 Adjusted EPS $0.73 $0.51 $3.37 $1.75 Operating EBITDA $262 $228 $1,122 $857 Affiliate EBITDA in excess of Equity in net earnings of affiliates* $35 $39 $148 $125 Total: $297 $267 $1,270 $982 4th Quarter 2010: Strong results driven by overall higher volume and pricing with expanded margins Global demand remains healthy across all business lines * See slides 22 and 23 for equity affiliate preliminary results and Celanese proportional share -------------------------------------------------------------------------------- [[Image Removed]] Represents ~ $0.60 per share in 2011 earnings improvement 2x to 3x GDP revenue growth Strong earnings conversion Robust technology-rich pipeline Continued earnings growth Closure of Spondon flake and tow Strong operating margins Growth in Asia Process innovation and productivity Sustained acid margins ~ $150 million Operating EBITDA improvement Nanjing VAE capacity expansion Higher margin new products High growth EVA applications Increasingly advantaged portfolio drives 2011 earnings improvement Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and Chief Financial Officer -------------------------------------------------------------------------------- [[Image Removed]] 4th Quarter 2010: Strong volume growth and higher value-in-use pricing, offset by currency Operating EBITDA flat as improved revenue offset by raw materials, turnaround and timing of other costs Continued building inventory for European expansion Outlook: Seasonally strong demand and pricing environment, higher raw materials Continue building inventory to support European expansion mid to late 2011 Competitor outage in 2010 affects year-over-year comparisons Advanced Engineered Materials in millions 4th Qtr 2010 4th Qtr 2009 FY 2010 FY 2009 Net Sales $274 $239 $1,109 $808 Operating EBITDA $68 $68 $363 $186 -------------------------------------------------------------------------------- [[Image Removed]] 4th Quarter 2010: Higher volume on increased global demand, primarily in acetate products Margin expansion driven by sustainable productivity initiatives that more than offset higher raw material and energy costs Outlook: Normal seasonality in first quarter Strong demand and expanded margins Year-over-year comparison magnified by outage at Narrows in 2010 Consumer Specialties in millions 4th Qtr 2010 4th Qtr 2009 FY 2010 FY 2009 Net Sales $281 $267 $1,098 $1,084 Operating EBITDA $80 $65 $371 $348 -------------------------------------------------------------------------------- [[Image Removed]] 4th Quarter 2010: Higher pricing and volume driven by strong demand and innovation, particularly in photovoltaic applications Emulsions business in Asia at full utilization ahead of VAE capacity expansion in Nanjing, China mid-2011 Outlook: Stronger seasonal demand driving volume growth Margin expansion due to robust pricing environment and higher volumes Industrial Specialties in millions 4th Qtr 2010 4th Qtr 2009 FY 2010 FY 2009 Net Sales $249 $229 $1,036 $974 Operating EBITDA $27 $19 $111 $109 -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates 4th Quarter 2010: Strong results driven by improved global demand and higher pricing, particularly in downstream derivatives China focus on end of year energy reduction affected competing technologies Improved pricing environment with higher raw materials Outlook: Expect modest volume seasonality associated with Chinese New Year Advantaged acetyl technology sustains acetic acid margins in millions 4th Qtr 2010 4th Qtr 2009 FY 2010 FY 2009 Net Sales $799 $743 $3,082 $2,603 Operating EBITDA $127 $111 $411 $315 -------------------------------------------------------------------------------- [[Image Removed]] Provide growth in emerging markets and structural raw material hedge FY 2010 results Received $73 million of cash dividends from cost investments (Q2 2010) Equity affiliates contributed $168 million to earnings with an additional $148 million proportional EBITDA not included in Operating EBITDA Affiliate performance FY 2010 FY 2009* Earnings from Equity Affiliates 168 80 Dividends from Cost Investments 73 57 Income Statement * Full year 2009 excludes a one-time tax adjustment to Equity in net earnings of affiliates of $19 million. FY 2010 FY 2009* Earnings from Equity Affiliates 168 80 Proportional Affiliate EBITDA in Excess of Equity Earnings 148 125 Earnings and Proportional EBITDA -------------------------------------------------------------------------------- [[Image Removed]] Free cash flow FY 2010 Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow $ in millions FY 2010 FY 2009 Net cash provided by operating activities $452 $596 Adjustments to operating cash for discontinued operations $58 $2 Net cash provided by operating activities from continuing operations $510 $598 Less: Capital expenditures ($201) ($176) Add: Other charges and adjustments1 ($15) ($12) Adjusted Free Cash Flow2 $294 $410 1Amounts primarily associated with cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes 2Excludes Ticona Kelsterbach expansion cash flows Strong business performance offset by: Higher taxes ($135 million in 2010 vs. $17 million in 2009) Increase in working capital ($224 million) to support growth -------------------------------------------------------------------------------- [[Image Removed]] 2011E Adjusted Free Cash Outflows (off EBITDA Base) 2011E Adjusted Free Cash Outflows (off EBITDA Base) Cash Taxes $75 - $100 Capital Expenditures $300 - $350 Reserve/Other $100 - $120 Net Interest $220 - $230 Pension $120 - $140 Working Capital $30 - $50 Adjusted Cash Outflows* $845 - $990 Dividend, debt service and share repurchases of ~$90-110 million Expect approximately $100 million net cash outflow for Kelsterbach expansion in 2011, including capital expenditures and project expense Strong cash generation continues throughout economic cycle Available Cash Available Cash Cash (as of 12/31/2010) $740 Operating Cash ~($100 - $200) Cash Available for Strategic Purposes ~$600 $ in millions $ in millions * Excludes Ticona Kelsterbach expansion cash flows -------------------------------------------------------------------------------- [[Image Removed]] Appendix Notes: References on the following slides to tables correspond to the tables included with Celanese press release dated February 1, 2011 -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - Non-U.S. GAAP Measure (Table 1) - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of consolidated Operating EBITDA to net earnings (loss) - Non-U.S. GAAP Measure (Table 1A) - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of net debt (Table 5) - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of adjusted EPS (Table 6) - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of other charges and other adjustments (Table 7) - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] 4Q 2010 Other charges and other adjustments by segment - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] FY 2010 Other charges and other adjustments by segment - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity affiliate preliminary results - Total (Table 8) - Non-U.S. GAAP Measure - unaudited -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity affiliate preliminary results and Celanese proportional share (Table 8 continued) - Non-U.S. GAAP Measure - unaudited