0001306830-10-000060 8-K 37 20101129 7.01 9.01 20101129 20101129 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 101219596 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 form8_k.htm FORM 8K CITI PRESENTATION NOVEMBER 30, 2010 form8_k.htm 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): November 29, 2010 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other (IRS Employer jurisdiction of (Commission File Number) Identification No.) incorporation) 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 7.01 Regulation FD Disclosure. On November 30, 2010, David N. Weidman, chairman and chief executive officer of Celanese Corporation (the "Company"), will address attendees of the Citi Basic Materials Symposium in New York. The slideshow presentation that will accompany the remarks made by Mr. Weidman and other investor relations professionals of the Company, during the conference and at other investor sessions, is being furnished to the Securities and Exchange Commission and is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. A webcast of the presentation and a replay of the webcast will be available on the Company’s website at www.celanese.com under Investor/Presentations & Webcasts. The information set forth in this Item 7.01, as well as statements made by representatives of the Company during the course of the presentation, includes “forward-looking statements”. All statements, other than statements of historical facts, included in this Item 7.01, the attached Exhibit 99.1, or made during the course of the presentation, that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Symposium on November 30, 2010 in New York* * In connection with the disclosure set forth in 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: November 29, 2010 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Symposium on November 30, 2010 in New York* * In connection with the disclosure set forth in 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 exhibit99_1.htm SLIDE PRESENTATION NOVEMBER 30, 2010 exhibit99_1.htm [[Image Removed]] Celanese Corporation November 2010 -------------------------------------------------------------------------------- [[Image Removed]] 2 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 presentation, 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 presentation. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of business cycles, particularly in the automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; changes in the degree of intellectual property and other legal protection afforded to our products; compliance costs and potential disruption of production due to accidents or other unforeseen events or delays in construction of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those 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. Results Unaudited The results 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 and LTM 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]] 3 Use of Non-U.S. GAAP Financial Information This presentation includes the following non-U.S. GAAP financial measures: operating EBITDA, net debt, proportional share EBITDA and net debt, and adjusted earnings per share. 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 is net income; for proportional share EBITDA is equity in net earnings of affiliates; for net debt or proportional share net debt is total debt; and for adjusted earnings per share is earnings per common share-diluted. Reconciliations of these non- U.S. GAAP financial measures are included in the Appendix. Operating EBITDA, a measure used by management to measure performance, is defined by the company as net earnings plus loss from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Slide 31. 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. Net debt is defined by the company as total debt less cash and cash equivalents. Proportional EBITDA of Affiliates is defined by the company as proportional operating profit plus the proportional depreciation and amortization of its equity investments. Proportional Net Debt of Affiliates is defined by the company as our proportional share of our affiliates’ net debt. Adjusted earnings per share 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 Slide 31, 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. 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. -------------------------------------------------------------------------------- [[Image Removed]] 4 Celanese technology-focused portfolio - building on a track record of execution and value creation Celanese ($ in millions) LTM 9/30/2010 Revenue: $5,799 LTM 9/30/2010 Operating EBITDA: $1,088 Revenue: $1,074 Operating EBITDA: $356 Revenue: $1,074 Operating EBITDA: $363 Revenue: $1,016 Operating EBITDA: $103 Revenue: $2,633 Operating EBITDA: $395 Consumer Specialties Advanced Engineered Materials Industrial Specialties Acetyl Intermediates Note: Celanese total includes Other Activities’ revenue and operating EBITDA of $2 million and ($129) million, respectively; $403 million of intersegment sales are excluded Adjusted to reflect the change in accounting method for Ibn Sina Significant value opportunity for investors Strong earnings growth Leading portfolio with strategic affiliates -------------------------------------------------------------------------------- [[Image Removed]] 5 Today’s Celanese: A Technology and Specialty Materials Company “Undifferentiated Era” “Hybrid Transition” “Technology & Specialty Materials Era” Advantaged Intermediates Specialty Materials Commodity Celanese Portfolio Transformation Operating EBITDA Shift Towards Specialty Materials 500 - 1,000 - 0 - * Celanese management estimates, based on unaudited similar information of predecessor company ** Excludes Other Activities segment; adjusted to reflect the change in accounting method for Ibn Sina Specialty Materials: 2001 - 2013 CAGR: >12% 1,500 - 2,000 - Modest earnings volatility Relatively higher margins Sustained earnings growth of 10 - 15% High capital return -------------------------------------------------------------------------------- [[Image Removed]] 6 ? Global leader ? Advantaged technology ? Superior cost position ? Upstream integration ? Emerging economy opportunities ? Growth through innovation ? Cash generation with earnings growth ? Industry-leading partnership ? Growth opportunities in Asia ? Accelerated revenue growth ? Strong earnings conversion ? Technology-rich product pipeline Updated view highlights shift to increasingly advantaged portfolio Operating EBITDA by Segment1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates $363 $356 $103 $395 LTM 9/30/20102 $550-$600 $400+ $200+ $550-$600 1) Excludes Other Activities Segment 2) Adjusted to reflect the change in accounting method for Ibn Sina 3) Current view as of May 2010 Investor Day event 2013 Current View3 Strategic Development Confident in earnings power of portfolio $ in millions -------------------------------------------------------------------------------- [[Image Removed]] 7 Portfolio ? Create shareholder value through synergistic acquisition ? Portfolio transformation reducing earnings volatility Innovation Value creation levers drive increased earnings Productivity ? Value-added products drive margin expansion ? Access to new application space supports accelerated growth Geographic Growth ? Emerging-region leadership drives accelerated growth ? Participation in > GDP growth industries in developed economies supports enhanced position ? Deliver cost improvements 2x fixed cost inflation ? Track record of execution ? Strengthens operating leverage Increasing the earnings power of the portfolio to $1.6 - $1.8 billion -------------------------------------------------------------------------------- [[Image Removed]] 8 Diversified end-uses capture economic AND geographic growth Note: Celanese management estimates of end-uses and geographic revenue based on Celanese 2009 net sales - includes strategic affiliates' proportional revenue Other 8% Construction 3% Paints & Coatings 13% Consumer & Medical Applications 12% Consumer & Industrial Adhesives 9% Textiles 5% Food & Beverage 4% Chemical Additives 3% Paper & Packaging 3% Industrial Performance Applications 7% Consolidated Revenue by Region (USD) Americas 25% EU 36% AOC 21% China 18% 8 -------------------------------------------------------------------------------- [[Image Removed]] 9 IS: Nanjing expansion supports vinyl system growth ? Vinyl system leadership • Focus on product technology differentiation • Partner with leading Western and Chinese companies ? 2008 Nanjing I • Achieved a leading position in China for key segments • Sales growth 18 months ahead of plan • Developed business in other emerging regions ? 2011 Nanjing II • Announced doubling of Nanjing VAE capacity in October 2009 • Startup expected mid-2011 Expanding vinyl technology into emerging markets Source: Celanese management estimates Asia Growth Nanjing II VAE startup Nanjing I VAE startup Celanese Emulsion Asia Revenue -------------------------------------------------------------------------------- [[Image Removed]] 10 CS: China position continues to strengthen portfolio Acetate Dividends ? Dec 2009 - Announced Memorandum of understanding for next phase of China expansion ? April 2010 - Approved Memorandum of understanding NDRC approval Zhuhai Cellulose Fibers Co., Ltd. Kunming Cellulose Fibers Co., Ltd Nantong Cellulose Fibers Co., Ltd Dividend Reinvestmen t Strong Partnership for Future Growth Expansion project approved with current China partner -------------------------------------------------------------------------------- [[Image Removed]] 11 Portfolio ? Create shareholder value through synergistic acquisition ? Portfolio transformation reducing earnings volatility Innovation Value creation levers drive increased earnings Productivity ? Value-added products drive margin expansion ? Access to new application space supports accelerated growth Geographic Growth ? Emerging-region leadership drives accelerated growth ? Participation in > GDP growth industries in developed economies supports enhanced position ? Deliver cost improvements 2x fixed cost inflation ? Track record of execution ? Strengthens operating leverage Increasing the earnings power of the portfolio to $1.6 - $1.8 billion -------------------------------------------------------------------------------- [[Image Removed]] 12 Ticona Polymers Weight per Vehicle AEM: Application development with key customers drives increasing value per vehicle Ticona Polymers Value per Vehicle Strong history of translating applications into value 2005 - 2009 CAGR: 5% 2005 - 2009 CAGR: >9% Fuel Efficiency Electrical Systems Key Global Automotive Trends Safety Systems Source: Celanese management estimates -------------------------------------------------------------------------------- [[Image Removed]] 13 AI: Attractive technology driven cost curve fueled by sustainable process innovation By-Product Avg Other Leading Technology Ethylene Highest Cost China MeOH Ethanol Effective Industry Utilization Rates Lower Cost China MeOH Pricing for CE to earn >15% EBITDA 75 - 80% 2011E Acetic Acid Cost Curve* Avg Non-China MeOH Carbonylation Average Celanese Additional advantage achievable Minimum 15% advantage exists today Disadvantaged Technology Lowest Cost Local China Celanese Celanese Near Term ? $10 per ton of variable cost reduction = $30 million of Operating EBITDA improvement Continued technology enhancement contributes to earnings growth ? $15 per ton of variable cost reduction = $20 million of Operating EBITDA improvement Disadvantaged Technology Celanese Celanese Near Term * Source: Celanese management estimates, available public information; based on recent raw material costs -------------------------------------------------------------------------------- [[Image Removed]] 14 Prevailing Ethanol Celanese Ethanol Technology Technology Proprietary and Undifferentiated breakthrough Technology fermentation processes technology leveraging Celanese industry- leading acetyl platform Corn, cassava, Feedstock sugarcane, and other carbohydrates Economically Growth constrained in target High growth potential regions Energy Balance Low returns from energy High returns from inputs energy invested AI: Paradigm shift in proprietary cost advantaged ethanol technology Significant Revenue Opportunity Sustained Earnings Growth High Operating Margins Attractive Capital Returns -------------------------------------------------------------------------------- [[Image Removed]] 15 AI: Innovation creates opportunity for growth with increasing demand for industrial ethanol Significant, and growing, demand in China (paints, coatings, inks, and pharmaceuticals) Source: Celanese management estimates, Tecnon, Orbichem, SRI, Nexant Fuel ~40-50 mmT ~5-6 mmT Industrial Global Ethanol Demand Industrial vs. Fuel Industrial Ethanol Demand by Region Chinese Industrial Ethanol Opportunity -------------------------------------------------------------------------------- [[Image Removed]] 16 Example - China Fuel Ethanol Potential extension of our technology breakthrough to fuel segment AI: Exploring fuel ethanol opportunities in commercially supportive regions Source: Celanese management estimates, Purvin & Gertz, Inc. ~10MM ~10MM ~15MM ~15MM Current fuel ethanol Current fuel ethanol ~1.6MM ~1.6MM Gasoline Demand Gasoline Demand Government Targeted Fuel Ethanol Blending Government Targeted Fuel Ethanol Blending ? Have desire to reduce dependence on imported energy ? Have access to economically attractive hydrocarbons ? Have policies which promote “technology and feedstock neutrality” Focus on Regions with Favorable Commercial Environment -------------------------------------------------------------------------------- [[Image Removed]] 17 Portfolio ? Create shareholder value through synergistic acquisition ? Portfolio transformation reducing earnings volatility Innovation Value creation levers drive increased earnings Productivity ? Value-added products drive margin expansion ? Access to new application space supports accelerated growth Geographic Growth ? Emerging-region leadership drives accelerated growth ? Participation in > GDP growth industries in developed economies supports enhanced position ? Deliver cost improvements 2x fixed cost inflation ? Track record of execution ? Strengthens operating leverage Increasing the earnings power of the portfolio to $1.6 - $1.8 billion -------------------------------------------------------------------------------- [[Image Removed]] 18 Consistently delivering productivity over fixed cost inflation 1) Fixed costs exclude energy, fixed distribution and depreciation; FX adjusted; 2004 is pro forma of current portfolio based on Celanese management estimates 2) Assumes stable currency and raw material pricing Fixed Costs1 Spending2 Productivity Inflation 2011E 2012E 2013E Thereafter Base 2011-2013 productivity net of inflation $120 - $180 ? Process technology improvements • Catalyst / yield • Digitization ? Energy reduction • Multi-year initiative • Critical to meeting sustainability goals ? Strategic programs • Raw materials ? Business process excellence • Six Sigma • Lean manufacturing -------------------------------------------------------------------------------- [[Image Removed]] 19 Portfolio ? Create shareholder value through synergistic acquisition ? Portfolio transformation reducing earnings volatility Innovation Value creation levers drive increased earnings Productivity ? Value-added products drive margin expansion ? Access to new application space supports accelerated growth Geographic Growth ? Emerging-region leadership drives accelerated growth ? Participation in > GDP growth industries in developed economies supports enhanced position ? Deliver cost improvements 2x fixed cost inflation ? Track record of execution ? Strengthens operating leverage Increasing the earnings power of the portfolio to $1.6 - $1.8 billion -------------------------------------------------------------------------------- [[Image Removed]] 20 FACT LFT Acquisition Recent portfolio enhancements build on advantaged specialty materials ? Expands customer/application space ? Enables manufacturing footprint optimization ? Adds technology capabilities ? Extends current relationship and advantaged raw material position ? Increases economic participation ? Supports future growth Increasing the earnings power of the business through effective cash deployment Advanced Engineered Materials Ibn Sina POM Expansion ? Builds on leading technology platform ? Increases presence in high growth regions ? Provides access to new customers and application space DuPont LCP and PCT Acquisition -------------------------------------------------------------------------------- [[Image Removed]] 21 Economic value of our strategic affiliates Significant earnings AND cash contributions Cash from Strategic Affiliates * Due to lack of historical data, this table excludes the results of Ibn Sina as an equity investment. ** Excludes a one-time tax adjustment of $19 million. Acetate Ibn Sina Other Equity Affiliates Earnings from Equity Affiliates Included in Operating EBITDA Earnings and Proportional EBITDA of Affiliates* Proportional EBITDA in Excess of Equity Earnings NOT Included in Operating EBITDA >$100 million annual EBITDA in affiliates not reflected in CE Operating EBITDA -------------------------------------------------------------------------------- [[Image Removed]] 22 Celanese growth opportunities represent an attractive investment for shareholders ? Technology-focused; specialty materials ? Strategic affiliates: Add to attractive portfolio Leading portfolio with strategic affiliates ? Significant mid-term earnings growth opportunities ? Celanese-specific value growth levers Strong earnings growth ? Increasingly confident in strategic objective of $1.6 to $1.8 billion mid-term operating EBITDA ? Cash deployment opportunities add to value creation Significant value opportunity for investors -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation APPENDIX -------------------------------------------------------------------------------- [[Image Removed]] 24 Confident in short-term earnings growth 2010 2009* Geographic Growth Innovation Portfolio Productivity Economic Growth YOY Improvement +>$260 million operating EBITDA +>$1.51 Adjusted EPS Operating EBITDA $857 Adjusted EPS $1.75 • Continued strength in emerging economies • Nanjing expansion supports further growth • Commercialization of new Ticona polymer technology • Emulsions low VOC products • Acquired FACT’s LFT business • Acquired DuPont’s LCP/PCT businesses • Economic recovery off low 2009 base • Accelerated pace of recovery in 2010 • Manufacturing optimization • Energy reduction • SG&A process improvements Low High In-Year Impact * Adjusted to reflect the change in accounting method for Ibn Sina -------------------------------------------------------------------------------- [[Image Removed]] 25 Geographic Growth Innovation Portfolio Productivity Economic Growth Confident in short-term earnings growth YOY Improvement + ~$150 million operating EBITDA + ~$0.60 Adjusted EPS YOY Improvement +>$260 million operating EBITDA +>$1.51 Adjusted EPS Low High In-Year Impact • Continued growth in emerging economies • New VAE unit in China • IS and AEM innovation pipeline • AI process innovation • Further manufacturing optimization • Energy reduction • Acquisition synergies • Additional deployment of cash • Continue gradual economic recovery Operating EBITDA $857 Adjusted EPS $1.75 2010 2011 2009* * Adjusted to reflect the change in accounting method for Ibn Sina -------------------------------------------------------------------------------- [[Image Removed]] 26 Continued generation & deployment of cash Improved earnings power Accelerated topline growth Earnings power of advantaged portfolio Operating EBITDA $857 million Multiple strategic levers accelerate earnings growth +>$260 million +~$150 million $1,600- $1,800 million CE Specific: 70% of 2011 to 2013 Earnings Improvement * Adjusted to reflect the change in accounting method for Ibn Sina; includes Other Activities segment -------------------------------------------------------------------------------- [[Image Removed]] 27 Debt Repayment Strategic uses of cash ($ in Millions) Comments ? Priority use of cash - strategic growth opportunities, M&A, and strategic reserve replenishment ? Debt paydown next largest use of cash ? Modest annual increases in dividends ? Flexible use of cash for opportunistic share repurchase • Share repurchase offsetting equity compensation dilution • Move towards industry norm + + + $30 / yr Current Level — Dividends ++ $20-30 / yr Opportunistic (migrate towards peers) — Current Level — Strategic Opportunities Reserve $500 - $1,000 Future Cash Generation Pro Forma 9/30/2010* Excess Cash Approx. $700 * Ending cash on 9/30/2010 of $884 million less $100-$200 million of operating cash. -------------------------------------------------------------------------------- [[Image Removed]] 28 Impact on Interest Cost Debt maturities and interest cost Net Interest Cost ($mm) ($mm) ? Minimal effect in 2010 ? Significant decrease in 2012 as fixed LIBOR declines sharply Existing Term Loan Extended Term Loan New Senior Unsecured Notes Revolver Capacity After Transaction Before Transaction ? Maintained flexibility ($mm) ($mm) ($mm) ($mm) Note: Does not reflect maturities of capital leases, industrial revenue bonds, other bank obligations, or affiliate borrowings. Excludes impact of amortization of deferred financing costs. LIBOR assumptions for 2010 [0.46%], 2011 [0.64%], and 2012 [1.27%] Benefits -------------------------------------------------------------------------------- [[Image Removed]] 29 -------------------------------------------------------------------------------- [[Image Removed]] 30 Reg G: Reconciliation of consolidated operating EBITDA to net earnings (loss) - (table 2) - unaudited -------------------------------------------------------------------------------- [[Image Removed]] 31 Reg G: Reconciliation of other charges and other adjustments (table 3) - unaudited -------------------------------------------------------------------------------- [[Image Removed]] 32 -------------------------------------------------------------------------------- [[Image Removed]] 33 -------------------------------------------------------------------------------- [[Image Removed]] 34 Reg G: Proportional EBITDA in affiliates above earnings from equity investments (table 6) - unaudited -------------------------------------------------------------------------------- [[Image Removed]] 35 Reg G: Adjusted earnings (Loss) per share - reconciliation of a non-U.S. GAAP measure --------------------------------------------------------------------------------