0000950123-08-004440 8-K 27 20080421 2.02 7.01 9.01 20080422 20080422 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 08768318 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 y55164e8vk.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): April 21, 2008 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 April 21, 2008, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its first quarter 2008. 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 April 22, 2008, 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 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 dated April 21, 2008* 99.2 Slide Presentation dated April 22, 2008* * 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/ Robert L. Villaseñor Name: Robert L. Villaseñor Title: Assistant Secretary Date: April 22, 2008 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated April 21, 2008* 99.2 Slide Presentation dated April 22, 2008* * 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 y55164exv99w1.htm EX-99.1: PRESS RELEASE Exhibit 99.1 Corporate News Release [[Image Removed: (CELANESE LOGO)]] Celanese Corporation Reports Record First Quarter Results; Increases Outlook for 2008 First quarter highlights: • Net sales increased 19% to $1,846 million from prior year • Operating profit increased to $234 million • Net earnings decreased to $145 million from $201 million in prior year • Operating EBITDA increased 21% to $381 million • Diluted EPS — continuing operations increased to $0.87 from $0.70 in prior year • Adjusted EPS increased to $1.06 from $0.77 in prior year • 2008 adjusted earnings per share outlook raised to between $3.60 and $3.85 from previous guidance of between $3.40 and $3.70 Three Months Ended March 31, (in $ millions, except per share data) 2008 2007 Net sales 1,846 1,555 Operating profit 234 206 Net earnings 145 201 Operating EBITDA1 381 315 Diluted EPS — continuing operations $ 0.87 $ 0.70 Diluted EPS — Total $ 0.87 $ 1.15 Adjusted EPS 1 $ 1.06 $ 0.77 1 Non-U.S. GAAP measures. See reconciliation in tables 1 and 6. Dallas, April 21, 2008: Celanese Corporation (NYSE: CE) today reported record net sales of $1,846 million, a 19 percent increase from the prior year period, primarily due to higher pricing on continued strong demand in its acetyl intermediates and downstream businesses, favorable currency impacts associated with the company’s global presence, and increased volumes related to growth in Asia. Operating profit rose to $234 million from $206 million, as the increased sales more than offset higher raw material and energy costs and spending primarily associated with the company’s expansion in China. Net earnings were $145 million compared with $201 million in the prior year period. The prior year’s net earnings included $79 million of earnings from discontinued operations related to the company’s divestiture of its oxo alcohol business and the closure of its Edmonton methanol facility during 2007. -------------------------------------------------------------------------------- Page 2 of 14 Adjusted earnings per share for the first quarter were a record $1.06 compared with $0.77 in the same period last year. The results excluded $22 million of pre-tax expenses primarily associated with the company’s ongoing restructuring efforts. The current period’s results also included a $0.04 per share net benefit related to the company’s share repurchases executed in the last year. Operating EBITDA was $381 million versus $315 million in the prior year period, also record performance for the company. “Our first quarter performance illustrates the strength of our integrated business model, our solid operating fundamentals, and our clear focus on growth and value creation,” said David Weidman, chairman and chief executive officer. “Despite ongoing sluggish demand in certain North American consumer segments and high raw material and energy costs across our businesses, Celanese delivered record results.” Recent Highlights • Remains on track to commence additional operations at its Nanjing, China, integrated chemical complex with four previously announced units to begin production within the next year. • Opened a customer application development center in Shanghai, China, to support growth in the region for Ticona’s engineering polymers business. • The Celanese board of directors authorized the company to repurchase up to $400 million of its Series A common stock. During the quarter, the company repurchased $60 million of its outstanding common shares. • Upgraded by Moody’s Investors Service with a positive outlook and corporate credit rating of ‘Ba2’ from ‘Ba3.’ First Quarter Segment Overview Advanced Engineered Materials Advanced Engineered Materials continued to experience strong growth, particularly in Asia and non-transportation applications, with the successful implementation of new product solutions. Net sales increased to $294 million from $262 million in the same period last year, due to higher volumes and positive currency impacts. The increase was partially offset by lower average pricing primarily due to product and geographic mix. Operating profit decreased to $30 million from $36 million in the same period last year -------------------------------------------------------------------------------- Page 3 of 14 as the increased volume was offset by continued high petroleum-based raw material and energy costs, as well as increased investment in Ticona’s growth strategy in China. Operating EBITDA decreased to $60 million from $67 million in the prior year period, primarily due to higher raw material and energy costs and lower earnings from its equity affiliates. Consumer Specialties Consumer Specialties continued to execute its strategy to provide higher, sustainable earnings. Net sales increased five percent to $282 million compared with the same period last year, driven by higher pricing on continued strong demand, sales from the Acetate Products Limited (APL) acquisition, which was completed in 2007, and positive currency impacts. The increase was partially offset by lower acetate flake volumes resulting from the company’s strategic decision to shift flake production to its China ventures. Operating profit was $50 million, $2 million higher than the prior year period’s results, as the company continued to drive cost synergies from the APL acquisition. Operating EBITDA increased to $65 million from $60 million in the same period last year as the higher pricing and lower manufacturing costs offset significantly higher energy and raw material costs. Industrial Specialties Revitalization of the Industrial Specialties businesses is underway and delivering improved results. Net sales increased to $365 million from $346 million in the same period last year, primarily driven by higher pricing on continued strong demand and favorable currency impacts. The increase was partially offset by lower volumes primarily related to continued softness in North American housing and construction segments, elevated European demand levels in 2007 prior to a German tax law change, and a strategic focus on higher value-added applications. Operating profit was $17 million compared with $12 million in the prior year period as the higher pricing more than offset higher raw material costs, primarily for vinyl acetate monomer, and the lower volumes. Additionally, Industrial Specialties benefited from the positive impact of rebuilding inventory during the quarter following a constrained supply in 2007. Operating EBITDA was $36 million compared with $26 million in the first quarter of 2007. -------------------------------------------------------------------------------- Page 4 of 14 Acetyl Intermediates Acetyl Intermediates experienced significant sales and earnings growth from its strategic expansions in Asia and a continued strong business environment for its products. Net sales were $1,096 million, a 31 percent increase from the same period a year ago, driven by volume growth from its Nanjing acetic acid unit, which began production in mid-2007, and higher pricing on continued strong demand for acetyl products across North America, Europe and Asia. Operating profit increased to $177 million from $132 million and operating EBITDA increased to $246 million from $174 million in the same period last year as volume and pricing more than offset higher raw material and energy costs in the period. Increased dividends from the company’s Ibn Sina methanol and MTBE cost affiliate also drove the improved operating EBITDA. Taxes The tax rate for adjusted earnings per share was 26 percent in the first quarter of 2008 compared with 28 percent in the first quarter of 2007. The U.S. GAAP effective tax rate for continuing operations for the first quarter of 2008 was 33 percent compared with 29 percent in the first quarter of 2007. The higher effective tax rate is primarily due to accounting accruals and the U.S. tax effect on increased foreign earnings and dividends, which were partially offset by increased earnings in lower tax jurisdictions. The tax rate for adjusted earnings per share is based upon the company’s previous guidance which did not include these items. Cash taxes for the first quarter of 2008 were $30 million, approximately $41 million lower than the prior year period, primarily due to the timing of tax benefits associated with the company’s recapitalization transaction in 2007. 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, totaled $38 million in the first quarter, a $5 million increase from the prior year period, as higher dividends from the company’s Ibn Sina cost affiliate offset lower earnings from the Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in cash flows, were $71 million compared with $45 million in the prior year period. Cash Flow During the first quarter of 2008, the company generated $166 million in cash from operating activities versus $12 million in the prior year period, driven by strong business performance, lower cash taxes and lower cash used in -------------------------------------------------------------------------------- Page 5 of 14 discontinued operations. During the quarter, the company repurchased $60 million of its outstanding common shares and has an additional $340 million in authorized purchases remaining. Net debt at the end of the first quarter was $2,841 million, an increase of $110 million from the end of the fourth quarter of 2007, primarily driven by the use of cash for share repurchases and the foreign currency translation impact on non-U.S. dollar-denominated debt. Cash and cash equivalents at the end of the first quarter were $763 million versus $825 million at the end of the fourth quarter of 2007. Outlook Based on continued execution of its growth strategy across all of its businesses, a stronger pricing environment for acetyls and continued global demand growth, the company increased its full year outlook for adjusted earnings per share to between $3.60 and $3.85 from its previous guidance range of between $3.40 and $3.70. On a comparable basis, 2007 results were $3.29 per share. The guidance is based on an adjusted tax rate of 26 percent and an estimated year-end weighted average of 167 million diluted shares outstanding. The company also increased its operating EBITDA guidance range to between $1,355 million and $1,415 million from its previous range of between $1,290 million and $1,360 million. “We continue to see challenges in North America, an overall slower European economy and continued high and volatile raw material and energy costs; however, our global integrated business model continues to deliver strong earnings growth,” Weidman said. “With our well-defined growth strategy, strong cash generation, and attractive industry fundamentals, Celanese is positioned to deliver higher, sustainable earnings and create significant value for our shareholders in 2008 and beyond.” Contacts: Investor Relations Media — U.S. Media — Europe Mark Oberle Jeremy Neuhart Jens Kurth Phone: +1 972 443 4464 Phone: +1 972 443 3750 Phone: +49 69 305 7137 Telefax: +1 972 443 8519 Telefax: +1 972 443 8519 Telefax: +49 69 305 36787 Mark.Oberle@celanese.com Jeremy.Neuhart@celanese.com J.Kurth@celanese.com -------------------------------------------------------------------------------- Page 6 of 14 As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.4 billion in 2007, with approximately 70% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,400 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at 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 forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed 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 five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for 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 as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a 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. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. • Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the 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 affiliate EBITDA when determining the equity investments’ overall value in the company. -------------------------------------------------------------------------------- Page 7 of 14 • Adjusted earnings per share is a measure used by management to measure performance. It is defined 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 provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. • The tax rate used for adjusted earnings per share is the tax rate based on our original guidance communicated at the company’s investor day in December 2007. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate 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 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. • Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. 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 14 Preliminary Consolidated Statements of Operations — Unaudited Three Months Ended March 31, (in $ millions, except per share data) 2008 2007 Net sales 1,846 1,555 Cost of sales (1,428 ) (1,196 ) Gross profit 418 359 Selling, general and administrative expenses (136 ) (116 ) Amortization of Intangibles 1 (19 ) (18 ) Research and development expenses (23 ) (17 ) Other (charges) gains, net (16 ) (1 ) Foreign exchange gain, net 7 — Gain (loss) on disposition of assets, net 3 (1 ) Operating profit 234 206 Equity in net earnings of affiliates 10 18 Interest expense (67 ) (72 ) Interest income 9 14 Dividend income — cost investments 28 15 Other income (expense), net 4 (10 ) Earnings from continuing operations before tax and minority interests 218 171 Income tax provision (73 ) (49 ) Earnings from continuing operations before minority interests 145 122 Minority interests — — Earnings from continuing operations 145 122 Earnings from discontinued operations: Earnings from operation of discontinued operations — 43 Gain on disposal of discontinued operations — 31 Income tax benefit — 5 Earnings from discontinued operations — 79 Net earnings 145 201 Cumulative preferred stock dividends (3 ) (2 ) Net earnings available to common shareholders 142 199 Earnings per common share — basic: Continuing operations $ 0.93 $ 0.75 Discontinued operations — 0.50 Net earnings available to common shareholders $ 0.93 $ 1.25 Earnings per common share — diluted: Continuing operations $ 0.87 $ 0.70 Discontinued operations — 0.45 Net earnings available to common shareholders $ 0.87 $ 1.15 Weighted average shares — basic 152.0 159.3 Weighted average shares — diluted 167.3 174.4 1 Customer related intangibles -------------------------------------------------------------------------------- Page 9 of 14 Preliminary Consolidated Balance Sheets — Unaudited March 31, December 31, (in $ millions) 2008 2007 ASSETS Current assets: Cash and cash equivalents 763 825 Receivables: Trade — third party and affiliates, net 1,079 1,009 Other 444 437 Inventories 709 636 Deferred income taxes 69 70 Other assets 66 86 Total current assets 3,130 3,063 Investments 818 814 Property, plant and equipment, net 2,477 2,362 Deferred income taxes 12 10 Other assets 531 518 Goodwill 890 866 Intangible assets, net 457 425 Total assets 8,315 8,058 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings and current installments of long-term debt — third party and affiliates 253 272 Trade payables — third parties and affiliates 822 818 Other liabilities 931 888 Deferred income taxes 30 30 Income taxes payable 48 23 Total current liabilities 2,084 2,031 Long-term debt 3,351 3,284 Deferred income taxes 286 265 Income taxes payable 239 220 Benefit obligations 686 696 Other liabilities 544 495 Minority interests 6 5 Shareholders’ equity: Preferred stock — — Common stock — — Treasury stock, at cost (463 ) (403 ) Additional paid-in capital 483 469 Retained earnings 935 799 Accumulated other comprehensive income (loss), net 164 197 Total shareholders’ equity 1,119 1,062 Total liabilities and shareholders’ equity 8,315 8,058 -------------------------------------------------------------------------------- Page 10 of 14 Table 1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure Three Months Ended March 31, (in $ millions) 2008 2007 Net Sales Advanced Engineered Materials 294 262 Consumer Specialties 282 269 Industrial Specialties 365 346 Acetyl Intermediates 1,096 839 Other Activities 1 — 1 Intersegment eliminations (191 ) (162 ) Total 1,846 1,555 Operating Profit (Loss) Advanced Engineered Materials 30 36 Consumer Specialties 50 48 Industrial Specialties 17 12 Acetyl Intermediates 177 132 Other Activities 1 (40 ) (22 ) Total 234 206 Equity Earnings and Other Income/(Expense)2 Advanced Engineered Materials 9 14 Consumer Specialties — — Industrial Specialties — — Acetyl Intermediates 29 5 Other Activities 1 4 4 Total 42 23 Other Charges and Other Adjustments 3 Advanced Engineered Materials 1 — Consumer Specialties 1 1 Industrial Specialties 5 — Acetyl Intermediates 8 13 Other Activities 1 7 4 Total 22 18 Depreciation and Amortization Expense Advanced Engineered Materials 20 17 Consumer Specialties 14 11 Industrial Specialties 14 14 Acetyl Intermediates 32 24 Other Activities 1 3 2 Total 83 68 Operating EBITDA Advanced Engineered Materials 60 67 Consumer Specialties 65 60 Industrial Specialties 36 26 Acetyl Intermediates 246 174 Other Activities 1 (26 ) (12 ) Total 381 315 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 Includes equity earnings from affiliates, dividends from cost investments and other income/(expense). 3 Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations (See Table 7). -------------------------------------------------------------------------------- Page 11 of 14 Table 2 Factors Affecting First Quarter 2008 Segment Net Sales Compared to First Quarter 2007 (in percent) Volume Price Currency Other1 Total Advanced Engineered Materials 6 % -2 % 8 % 0 % 12 % Consumer Specialties -10 % 5 % 3 % 7 % 5 % Industrial Specialties -11 % 10 % 7 % -1 % 5 % Acetyl Intermediates 8 % 17 % 6 % 0 % 31 % Total Company 1 % 12 % 7 % -1 % 19 % 1 Primarily represents net sales from APL (Acetate), divestiture of AT Plastics Films business and captive insurance companies (Total Company). Table 3 Cash Flow Information Three Months Ended March 31, (in $ millions) 2008 2007 Net cash provided by operating activities 166 12 Net cash provided by (used in) investing activities (138 ) 325 Net cash used in financing activities (112 ) (17 ) Exchange rate effects on cash 22 4 Cash and cash equivalents at beginning of period 825 791 Cash and cash equivalents at end of period 763 1,115 Table 4 Cash Dividends Received Three Months Ended March 31, (in $ millions) 2008 2007 Dividends from equity investments 43 30 Dividends from cost investments 28 15 Total 71 45 Table 5 Net Debt — Reconciliation of a Non-U.S. GAAP Measure March 31, December 31, (in $ millions) 2008 2007 Short-term borrowings and current installments of long-term debt — third party and affiliates 253 272 Long-term debt 3,351 3,284 Total debt 3,604 3,556 Less: Cash and cash equivalents 763 825 Net Debt 2,841 2,731 -------------------------------------------------------------------------------- Page 12 of 14 Table 6 Adjusted Earnings Per Share — Reconciliation of a Non-U.S. GAAP Measure Three Months Ended March 31, (in $ millions, except per share data) 2008 2007 Earnings from continuing operations before tax and minority interests 218 171 Non-GAAP Adjustments: Other charges and other adjustments1 22 18 Refinancing costs — (2 ) Adjusted earnings from continuing operations before tax and minority interests 240 187 Income tax provision on adjusted earnings2 (62 ) (52 ) Minority interests — — Adjusted earnings from continuing operations 178 135 Preferred dividends (3 ) (2 ) Adjusted net earnings available to common shareholders 175 133 Add back: Preferred dividends 3 2 Adjusted net earnings for adjusted EPS 178 135 Diluted shares (millions) Weighted average shares outstanding 152.0 159.3 Assumed conversion of Preferred Shares 12.0 12.0 Assumed conversion of Restricted Stock 0.5 — Assumed conversion of stock options 2.8 3.1 Total diluted shares 167.3 174.4 Adjusted EPS $ 1.06 $ 0.77 1 See Table 7 for details 2 The adjusted tax rate for the three months ended March 31, 2008 is 26% based on the forecasted adjusted tax rate for 2008. -------------------------------------------------------------------------------- Page 13 of 14 Table 7 Reconciliation of Other Charges and Other Adjustments Other Charges: Three Months Ended March 31, (in $ millions) 2008 2007 Employee termination benefits 7 — Plant/office closures 7 — Ticona Kelsterbach plant relocation 2 — Other — 1 Total 16 1 Other Adjustments: 1 Three Months Ended Income March 31, Statement (in $ millions) 2008 2007 Classification Ethylene pipeline exit costs — 10 Other income/expense, net Business optimization 9 2 SG&A Ticona Kelsterbach plant relocation (2 ) — Cost of Sales Other (1 ) 5 Various Total 6 17 Total other charges and other adjustments 22 18 1 These items are included in net earnings but not included in other charges. -------------------------------------------------------------------------------- Page 14 of 14 Table 8 Equity Affiliate Preliminary Results — Total — Unaudited Three Months Ended (in $ millions) March 31, 2008 2007 Net Sales Ticona Affiliates1 355 307 Infraserv2 548 342 Total 903 649 Operating Profit Ticona Affiliates 33 44 Infraserv 19 17 Total 52 61 Depreciation and Amortization Ticona Affiliates 22 14 Infraserv 27 19 Total 49 33 Affiliate EBITDA3 Ticona Affiliates 55 58 Infraserv 46 36 Total 101 94 Net Income Ticona Affiliates 19 30 Infraserv 38 13 Total 57 43 Net Debt Ticona Affiliates 185 160 Infraserv 325 (14 ) Total 510 146 Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited4 Three Months Ended (in $ millions) March 31, 2008 2007 Net Sales Ticona Affiliates 163 142 Infraserv 176 120 Total 339 262 Operating Profit Ticona Affiliates 15 21 Infraserv 6 5 Total 21 26 Depreciation and Amortization Ticona Affiliates 10 6 Infraserv 9 7 Total 19 13 Affiliate EBITDA3 Ticona Affiliates 25 27 Infraserv 15 12 Total 40 39 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates 9 14 Infraserv 1 4 Total 10 18 Affiliate EBITDA in excess of Equity in net earnings of affiliates5 Ticona Affiliates 16 13 Infraserv 14 8 Total 30 21 Net Debt Ticona Affiliates 85 73 Infraserv 102 (5 ) Total 187 68 1 Ticona Affiliates includes PolyPlastics (45% ownership), Korean Engineering Plastics (50%) and Fortron Industries(50%) 2 Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst Group — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack 27%) 3 Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure 4 Calculated as the product of figures from the above table times Celanese ownership percentage 5 Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA EX-99.2 3 y55164exv99w2.htm EX-99.2: SLIDE PRESENTATION Exhibit 99.2 [[Image Removed]] Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 1Q 2008 Earnings Conference Call / Webcast Tuesday, April 22, 2008 10:00 a.m. ET -------------------------------------------------------------------------------- [[Image Removed]] Forward Looking Statements, Reconciliation and Use of Non- GAAP Measures to U.S. GAAP Forward-Looking Statements 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 forward- looking statements contained in this release. Numerous factors, many of which are beyond the company's control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed 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 five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for 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 as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a 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. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the 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 affiliate EBITDA when determining the equity investments' overall value in the company. Adjusted earnings per share is a measure used by management to measure performance. It is defined 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 provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. The tax rate used for adjusted earnings per share is the tax rate based on our original guidance communicated at the company's investor day in December 2007. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate 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 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. 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. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. 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 1Q 2008 Highlights in millions (except EPS) 1st Qtr 2008 1st Qtr 2007 Net Sales $1,846 $1,555 Operating Profit $234 $206 Adjusted EPS $1.06 $0.77 Operating EBITDA $381 $315 Note: All figures exclude results of the discontinued Edmonton Methanol business. -------------------------------------------------------------------------------- [[Image Removed]] Committed to Delivering Value Creation $350 - $400 million increased EBITDA profile plus EPS potential by 2010 Group Asia Revitalization Innovation Organic Balance Sheet Operational Excellence EBITDA Impact Consumer and Industrial Specialties (CIS) X X X X >$100MM Advanced Engineered Materials (AEM) X X X X >$100MM Acetyl Intermediates (AI) X X X >$100MM Celanese Corporate X X Incremental EPS Primary Growth Focus Operating EBITDA EPS -------------------------------------------------------------------------------- [[Image Removed]] 2007 2008 2009 2010 AI 20 80 100 120 CIS 44 82 108 130 AEM 25 50 65 110 Operating EBITDA Growth Objectives Clear Path to 2010 Growth Objectives AEM: volume growth > 2X GDP through further penetration CIS: Acetate continues execution on revitalization strategy; Emulsions/PVOH revitalization commences AI: Nanjing acetic acid plant startup leads integrated complex Acetyl Intermediates Consumer and Industrial Specialties Advanced Engineered Materials $ in millions -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and CFO -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation Financial Highlights in millions (except EPS) 1st Qtr 2008 1st Qtr 2007 Net Sales $1,846 $1,555 Operating Profit $234 $206 Net Earnings $145 $201 Special Items Other Charges/Adjustments $22 $18 Adjusted EPS $1.06 $0.77 Effective Tax Rate 26% 28% Diluted Share Basis 167.3 174.4 Operating EBITDA $381 $315 Net sales increased 19% from prior year Higher pricing on strong demand Growth in Asia Favorable currency impacts Operating profit improved 14% to $234 as increased sales offset increase raw material costs and China spending Adjusted EPS up 38% to $1.06/share Diluted share basis reflects share repurchase programs 1.6 million shares repurchased under current authorization Operating EBITDA increased to $381 -------------------------------------------------------------------------------- [[Image Removed]] in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $294 up 12% $262 Operating EBITDA $60 down 10% $67 Advanced Engineered Materials First Quarter 2008: Net sales increase driven by volume growth (6%) and positive currency effects (8%) Growth in China continues to drive results Slight pricing declines due to geographic and product mix Higher raw material and energy costs continue to pressure margins Overall lower earnings from equity affiliates contributed to decrease in Operating EBITDA -------------------------------------------------------------------------------- [[Image Removed]] First Quarter 2008: Net sales increase primarily driven by European acquisition, improved pricing on global demand and favorable currency impacts Pricing more than offset significantly higher energy costs Operating EBITDA improvement also includes acquisition synergies Consumer Specialties in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $282 up 5% $269 Operating EBITDA $65 up 8% $60 -------------------------------------------------------------------------------- [[Image Removed]] First Quarter 2008: Increase in net sales primarily driven by favorable pricing and foreign currency effects Volumes pressured by continued softness in U.S. housing and construction segments Increased revenues offset raw material cost pressures Industrial Specialties in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $365 up 5% $346 Operating EBITDA $36 up 38% $26 -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $1,096 up 31% $839 Operating EBITDA $246 up 41% $174 First Quarter 2008: Strong global demand sustained higher pricing levels and drove record sales for the quarter Incremental volumes from the Nanjing plant also contributed to increase Favorable supply/demand environment and increased dividends from Ibn Sina more than offset higher raw material and energy costs -------------------------------------------------------------------------------- [[Image Removed]] 1Q 2007 1Q 2008 1Q 2007 1Q 2008 Earnings - Equity Investments 18 10 Dividends - Cost Investments 15 28 Total affiliate earnings impact improved 15% to $38 million from prior year Increased dividends from Ibn Sina methanol and MTBE cost affiliate more than offset performance of AEM affiliates currently pressured by high raw material and energy costs Cash from affiliates increased with higher dividends from Ibn Sina and our equity partners due to timing Total Operating EBITDA of $381 excludes ~$30 million of proportional Affiliate EBITDA Income Statement Cash Flow Affiliates Continue to Deliver Value -------------------------------------------------------------------------------- [[Image Removed]] Continued Strong Cash Generation Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow in millions 1st Qtr 2008 1st Qtr 2007 Net cash provided by operating activities $166 $12 Adjustments to operating cash for discontinued operations $1 $61 Net cash provided by operating activities from continuing operations $167 $73 Less: Capital expenditures $81 $49 Other adjustments1 $19 $11 Adjusted Free Cash Flow $67 $13 Factors contributing to strong cash generation during 2008: Strong operating performance Increased dividends from cost and equity affiliates Lower cash taxes Continued commitment and increased investment in Asia 1Amounts primarily associated with the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. -------------------------------------------------------------------------------- [[Image Removed]] 2008 Business Outlook Continued strong global demand Incremental acetic acid volume associated with China expansion VAM and acetic anhydride production scheduled to begin in Nanjing Prices expected to adjust only modestly in 2008 Acetyl Intermediates Volume growth >2x GDP across both transportation and non-transportation applications Continued high energy and raw material costs expected to pressure margins Significant progress expected in Nanjing production capabilities Advanced Engineered Materials Synergy capture from APL integration Strong underlying business fundamentals Consumer Specialties High raw material costs continue Realize benefits from revitalization efforts Industrial Specialties 2008 Guidance: Adjusted EPS $3.60 to $3.85 Operating EBITDA $1,355 to $1,415 million Forecasted 2008 adjusted tax rate of 26% -------------------------------------------------------------------------------- [[Image Removed]] Affiliate Income increased on strong performance of Ibn Sina Net Interest updated to reflect strong Euro translation on foreign debt Diluted Share Count updated to reflect 1.6 million shares repurchased in 1Q Depreciation and Amortization increased on foreign currency impacts Cash Taxes expected to be higher primarily as a result of increased earnings outlook Update to 2008 Guidance in millions Previous Current Affiliate Income1 $175 - $185 $200 - $215 Net Interest2 $200 - $210 $210 - $220 Diluted Share Count 169 167 Depreciation and Amortization $300 - $310 $310 - $320 Cash Taxes $100 -$120 $125 - $145 Capital Expenditures $280 - $300 $280 - $300 Estimated Adjusted Tax Rate for EPS 26% 26% 1Cost dividends and equity earnings 2Net interest income and interest expense Adjusted Free Cash Flow Adjusted Free Cash Flow $500 - $550 $550 - $600 Previous Current Operating EBITDA $1,355 - $1,415 -------------------------------------------------------------------------------- [[Image Removed]] Appendix -------------------------------------------------------------------------------- [[Image Removed]] 1Q 2008 Other Charges and Other Adjustments by Segment $ in millions AEM CS IS AI Other Total Employee termination benefits 1 1 1 2 2 7 Plant/office closures - - 2 5 - 7 Ticona Kelsterbach relocation 2 - - - - 2 Total other charges 3 1 3 7 2 16 Business optimization - - 2 - 7 9 Ticona Kelsterbach relocation (2) - - - - (2) Other - - - 1 (2) (1) Total other adjustments (2) - 2 1 5 6 Total other charges and other adjustments 1 1 5 8 7 22 -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Adjusted EPS -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Net Debt -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Other Charges and Other Adjustments -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Operating EBITDA -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited