0001306830-12-000051 8-K 28 20120424 2.02 7.01 9.01 20120424 20120424 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 12774595 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 ce-2012331x8k.htm FORM 8-K CE-2012.3.31-8K U.S. 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 24, 2012 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.) 222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 1601 West LBJ Freeway, Dallas, TX 75234-6034 (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)) 1 -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition On April 24, 2012, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its first quarter 2012. 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 24, 2012, Mark C. Rohr, 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 for 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 Descriptions 99.1 Press Release dated April 24, 2012* 99.2 Slide Presentation dated April 24, 2012* *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. 2 -------------------------------------------------------------------------------- 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: April 24, 2012 3 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated April 24, 2012* 99.2 Slide Presentation dated April 24, 2012* * 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. 4 EX-99.1 2 q12012ce-ex991.htm EX-99.1 Q1 2012 CE-EX99.1 Exhibit 99.1 [[Image Removed]] Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Corporate News Release Irving, Texas 75039 Celanese Corporation Reports First Quarter 2012 Results Dallas, April 24, 2012: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported first quarter 2012 net sales of $1,633 million, a 3 percent increase from the prior year period, primarily driven by higher volumes in its Acetyl Intermediates and Industrial Specialties segments. Higher pricing also contributed to the increase in net sales. Operating profit, however, decreased to $98 million and reflected the continued recessionary trends in the European economy, the lingering effect of the fourth quarter 2011 inventory destocking in the company's Acetyl Intermediates segment and significantly higher raw material costs. Additionally, this quarter's results included other charges and other adjustments of $32 million, primarily associated with a production interruption in the company's Acetate Products business that was resolved in January 2012. Operating profit in the prior year period was $188 million, including $4 million of other charges and other adjustments. Three Months Ended March 31, (in $ millions, except per share data) - Unaudited 2012 2011 Net sales 1,633 1,589 Operating profit (loss) 98 188 Net earnings (loss) attributable to Celanese Corporation 183 142 Operating EBITDA 1 255 304 Diluted EPS - continuing operations $ 1.15 $ 0.87 Diluted EPS - total $ 1.15 $ 0.90 Adjusted EPS 2 $ 0.72 $ 0.96 1 Non-U.S. GAAP measure. See reconciliation in Table 1A. 2 Non-U.S. GAAP measure. See reconciliation in Table 6. "Our first quarter results reflected a challenging economic environment in certain geographies and industries that we serve. In particular, industry demand and margins in acetyls continued to be impacted by European recessionary trends which also impacted auto builds and industrial goods," said Mark Rohr, chairman and chief executive officer. "However, our operating cash flow increased significantly in the quarter and we remain committed to a balanced use of cash that enhances stockholder value. We are focused on continuing to maximize the profitability of our businesses through operational excellence, margin optimization and delivering value-added applications for our customers." GAAP net earnings of $183 million in the first quarter of 2012 reflected the recognition of foreign tax credit benefits of $142 1 -------------------------------------------------------------------------------- million. GAAP net earnings in the prior year were $142 million. Diluted earnings per share from continuing operations was $1.15 compared with $0.87 in the prior year period. Adjusted earnings per share in the first quarter of 2012, which excluded other charges and other adjustments and the impact of the tax credit benefits, was $0.72 compared with $0.96 in the prior year period. The tax rate and diluted share count for adjusted earnings per share in the first quarter were 17 percent and 159.1 million, respectively. Recent Highlights • Completed the acquisition of certain assets from Ashland Inc., including two product lines, Vinac® and Flexbond®, which will support the strategic growth of the Celanese Emulsion Polymers business. • Received key government approvals necessary to proceed with previously announced plans to modify and enhance its existing integrated acetyl facility at the Nanjing Chemical Industrial Park to produce ethanol for industrial uses. Based upon continued advancements to its TCX® ethanol process technology, the company now expects to have approximately 30 to 40 percent additional ethanol production capacity above the originally announced 200,000 tons with no increase in the capital investment for the modification and enhancement. The unit is expected to startup in mid-2013. • Moody's Investors Service and Standard & Poor's Ratings Services both raised its outlook for Celanese to "Positive" from "Stable." In raising the company's outlook, both agencies cited improved operating performance, debt reduction, as well as its operational, geographical and product diversity. • Announced that its board of directors has approved a 25 percent increase in the company's quarterly common stock cash dividend. The dividend rate increased from $0.06 to $0.075 per share of common stock on a quarterly basis and from $0.24 to $0.30 per share of common stock on an annual basis, effective August 2012. First Quarter Business Segment Overview Advanced Engineered Materials Advanced Engineered Materials was impacted by continued recessionary trends in Europe, including lower auto builds, as net sales modestly decreased to $317 million in the first quarter of 2012 from $328 million in the prior year period. Pricing increased 3 percent; however, year-over-year volumes declined primarily due to lower demand in industrial goods in Europe and electronics in Asia. Operating EBITDA was $94 million compared with $104 million in the prior year period. The decrease was primarily due to investments in future growth opportunities, including integrating manufacturing operations from recent acquisitions and expanding compounding operations in Asia. Equity earnings from the company's affiliates were $43 million, a $9 million increase from the prior year period, driven primarily by higher earnings in its Ibn Sina venture. Operating profit in the first quarter of 2012 was $21 million compared with $38 million in the same period last year. Depreciation and amortization in the period was $6 million higher than the prior year period, mainly related to the startup and expansion of the company's polyacetal (POM) facility in Frankfurt Hoechst Industrial Park. Consumer Specialties Consumer Specialties delivered sustained performance in the quarter with net sales of $264 million compared with $266 million in the same period last year. Pricing increased 7 percent over the prior year and offset lower volumes in the company's 2 -------------------------------------------------------------------------------- Acetate Products business related to a first quarter production interruption. Operating EBITDA was $66 million compared with $68 million in the same period last year. Operating profit was $39 million, including other charges and other adjustments of $10 million related to the interruption, compared with $54 million in the prior year. Industrial Specialties Industrial Specialties net sales in the first quarter of 2012 increased to $309 million from $290 million in the prior year period, largely due to higher volumes and pricing. The higher volumes were primarily driven by demand growth in North America and Asia, as well as additional volumes associated with the company's recent acquisition. Volumes in Europe were lower due to weakness in the economy. Higher pricing reflected continued improvement in product mix. Operating EBITDA was $34 million compared with $35 million in the prior year period due to higher raw material costs, including ethylene. Operating profit in the first quarter of 2012 was $19 million compared with $25 million in the prior year period. The decrease was due to higher depreciation and amortization as the company invested in innovation and capacity expansion at its vinyl acetate ethylene production facility in Nanjing, China and its EVA Performance Polymers facility in Edmonton, Canada, as well as the recent acquisition. Acetyl Intermediates Acetyl Intermediates net sales in the first quarter of 2012 increased to $852 million from $813 million in the same period last year, driven by higher volumes mainly in downstream derivatives. Operating EBITDA in the period, however, was $83 million compared with $122 million in the prior year period as raw material costs, primarily ethylene, increased significantly compared to the prior year period. Demand for acetyl products continued to recover from the fourth quarter industry destocking but lower acetic acid industry utilization and lower industry pricing also impacted first quarter results. Operating profit in the current period was $60 million compared with $112 million in the same period last year, which included a $19 million gain related to vendor settlements. Taxes The tax rate for adjusted earnings per share was 17 percent in the first quarter of 2012 and the first quarter of 2011. The effective tax rate for continuing operations for the first quarter of 2012 was (71) percent compared with 23 percent in the first quarter of 2011. The net tax benefit in the first quarter of 2012 was primarily due to the recognition of $142 million of foreign tax credit benefits, partially offset by a charge related to the accounting treatment of undistributed foreign earnings associated with one of its Asian strategic affiliates. Net cash taxes paid were $23 million in the first quarter of 2012 compared with net cash taxes refunded of $6 million in the first quarter of 2011. The increase in net cash taxes paid is primarily due to timing of tax refunds. 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 $51 million in the first quarter of 2012, an $8 million increase from the prior year period's results. Equity and cost investment dividends, which are included in cash flows, were $111 million, a $38 million increase from the prior year period. During the first quarter of 2012, the company received a cash dividend payment from one of its Asian strategic affiliates as a result of an amended agreement which modified certain dividend rights. 3 -------------------------------------------------------------------------------- Cash Flow During the first three months of 2012, the company generated $215 million in cash from operating activities, an $83 million increase from the same period last year. The increase was primarily driven by improved working capital and the increased dividends from one of its Asian strategic affiliates in the quarter. Cash used in investing activities during the first three months of 2012 was $155 million compared with $151 million in the same period last year. This quarter's results included capital expenditures related to the company's innovative TCX® ethanol technology and the acquisition of two product lines from Ashland Inc. Net cash used in financing activities during the first three months of 2012 was $21 million compared with $11 million in the prior year period. The company repurchased $20 million of its outstanding common shares during the first quarter of 2012. Net debt at the end of the first quarter of 2012 was $2,303 million, a $32 million decrease from the end of 2011. Outlook "We expect the current challenging market conditions in Europe and Asia outside of China to continue further into 2012 than originally anticipated," said Rohr. "In response, we are taking actions to deliver on our earnings commitment for 2012. This includes operating our plants at the appropriate levels to maximize profit and returns, managing our discretionary spend without impacting critical innovation and growth initiatives, and expanding customer relationships through value-added applications." Contacts: Investor Relations Media - U.S. Media - Europe Jon Puckett Jacqueline Terry Jens Kurth Phone: +1 972 443 4965 Phone: +1 972 443 4417 Phone: +49(0)69 45009 1574 Telefax: +1 972 443 8519 Telefax: +1 972 443 8519 Telefax: +49(0) 45009 58800 Jon.Puckett@celanese.com Jacqueline.Terry@celanese.com J.Kurth@celanese.com Celanese Corporation is a global technology leader in the production of specialty materials and chemical products that 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 7,600 employees worldwide and had 2011 net sales of $6.8 billion, with approximately 73% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com or the company's blog at www.celaneseblog.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,” “may,” “can,” “could,” “might,” “will” 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 schedules acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products or technology, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, including the occurrence of acts of war or terrorist incidents or as a result of weather or natural disasters; potential liability 4 -------------------------------------------------------------------------------- for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This release reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional 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 less interest income 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 less interest income 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. • Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results. • Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes 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 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 given 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. -------------------------------------------------------------------------------- 5 -------------------------------------------------------------------------------- Consolidated Statements of Operations - Unaudited Three Months Ended March 31, (in $ millions, except share and per share data) 2012 2011 Net sales 1,633 1,589 Cost of sales (1,363 ) (1,238 ) Gross profit 270 351 Selling, general and administrative expenses (134 ) (128 ) Amortization of intangible assets (13 ) (16 ) Research and development expenses (26 ) (23 ) Other (charges) gains, net — 3 Foreign exchange gain (loss), net 1 1 Gain (loss) on disposition of businesses and asset, net — — Operating profit (loss) 98 188 Equity in net earnings (loss) of affiliates 51 43 Interest expense (45 ) (55 ) Refinancing expense — — Interest income 1 1 Dividend income - cost investments — — Other income (expense), net 2 3 Earnings (loss) from continuing operations before tax 107 180 Income tax (provision) benefit 76 (42 ) Earnings (loss) from continuing operations 183 138 Earnings (loss) from operation of discontinued operations — 6 Gain (loss) on disposition of discontinued operations — — Income tax (provision) benefit, discontinued operations — (2 ) Earnings (loss) from discontinued operations — 4 Net earnings (loss) 183 142 Net earnings (loss) attributable to noncontrolling interests — — Net earnings (loss) attributable to Celanese Corporation 183 142 Cumulative preferred stock dividends — — Net earnings (loss) available to common shareholders 183 142 Amounts attributable to Celanese Corporation Earnings (loss) per common share - basic Continuing operations 1.17 0.88 Discontinued operations — 0.03 Net earnings (loss) - basic 1.17 0.91 Earnings (loss) per common share - diluted Continuing operations 1.15 0.87 Discontinued operations — 0.03 Net earnings (loss) - diluted 1.15 0.90 Weighted average shares (in millions) Basic 156.5 156.0 Diluted 159.1 158.7 6 -------------------------------------------------------------------------------- Consolidated Balance Sheets - Unaudited As of As of (in $ millions) March 31, 2012 December 31, 2011 ASSETS Current assets Cash & cash equivalents 727 682 Trade receivables - third party and affiliates, net 928 871 Non-trade receivables, net 207 235 Inventories 753 712 Deferred income taxes 104 104 Marketable securities, at fair value 63 64 Other assets 35 35 Total current assets 2,817 2,703 Investments in affiliates 762 824 Property, plant and equipment, net 3,329 3,269 Deferred income taxes 562 421 Other assets 368 344 Goodwill 783 760 Intangible assets, net 202 197 Total assets 8,823 8,518 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates 155 144 Trade payables - third party and affiliates 758 673 Other liabilities 517 539 Deferred income taxes 19 17 Income taxes payable 22 12 Total current liabilities 1,471 1,385 Long-term debt 2,875 2,873 Deferred income taxes 138 92 Uncertain tax positions 176 182 Benefit obligations 1,435 1,492 Other liabilities 1,187 1,153 Commitments and contingencies Stockholders' equity Preferred stock — — Common stock — — Treasury stock, at cost (880 ) (860 ) Additional paid-in capital 641 627 Retained earnings 2,597 2,424 Accumulated other comprehensive income (loss), net (817 ) (850 ) Total Celanese Corporation stockholders' equity 1,541 1,341 Noncontrolling interests — — Total equity 1,541 1,341 Total liabilities and equity 8,823 8,518 7 -------------------------------------------------------------------------------- Table 1 Business Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Net Sales Advanced Engineered Materials 317 328 Consumer Specialties 264 266 Industrial Specialties 309 290 Acetyl Intermediates 852 813 Other Activities 1 — 1 Intersegment eliminations (109 ) (109 ) Total 1,633 1,589 Operating Profit (Loss) Advanced Engineered Materials 21 38 Consumer Specialties 39 54 Industrial Specialties 19 25 Acetyl Intermediates 60 112 Other Activities 1 (41 ) (41 ) Total 98 188 Other Charges and Other Adjustments 2 Advanced Engineered Materials 3 12 Consumer Specialties 17 5 Industrial Specialties 2 — Acetyl Intermediates 2 (17 ) Other Activities 1 8 4 Total 32 4 Depreciation and Amortization Expense 3 Advanced Engineered Materials 27 19 Consumer Specialties 9 8 Industrial Specialties 13 10 Acetyl Intermediates 20 25 Other Activities 1 3 4 Total 72 66 Business Operating EBITDA Advanced Engineered Materials 51 69 Consumer Specialties 65 67 Industrial Specialties 34 35 Acetyl Intermediates 82 120 Other Activities 1 (30 ) (33 ) Total 202 258 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 43 35 Consumer Specialties 1 1 Industrial Specialties — — Acetyl Intermediates 1 2 Other Activities 1 8 8 Total 53 46 Operating EBITDA Advanced Engineered Materials 94 104 Consumer Specialties 66 68 Industrial Specialties 34 35 Acetyl Intermediates 83 122 Other Activities 1 (22 ) (25 ) Total 255 304 1 Other Activities 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 expense included in Other Charges and Other Adjustments above. See Table 1A for details. 8 -------------------------------------------------------------------------------- Table 1A Reconciliation of Consolidated Net Earnings (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Net earnings (loss) attributable to Celanese Corporation 183 142 (Earnings) loss from discontinued operations — (4 ) Interest income (1 ) (1 ) Interest expense 45 55 Refinancing expense — — Income tax provision (benefit) (76 ) 42 Depreciation and amortization expense 2 72 66 Other charges (gains), net 1 — (3 ) Other adjustments 1 32 7 Operating EBITDA 255 304 Detail by Business Segment Advanced Engineered Materials 94 104 Consumer Specialties 66 68 Industrial Specialties 34 35 Acetyl Intermediates 83 122 Other Activities 3 (22 ) (25 ) Operating EBITDA 255 304 1 See Table 7 for details. 2 Excludes accelerated depreciation and amortization expense as detailed in the table below and included in Other adjustments above. 3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. Three Months Ended March 31, (in $ millions) 2012 2011 Advanced Engineered Materials — 2 Consumer Specialties — 4 Industrial Specialties 2 — Acetyl Intermediates — — Other Activities 3 — — Accelerated depreciation and amortization expense 2 6 Depreciation and amortization expense 2 72 66 Total depreciation and amortization expense 74 72 9 -------------------------------------------------------------------------------- Table 2 Factors Affecting Business Segment Net Sales - Unaudited Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011 Volume Price Currency Other Total (In percentages) Advanced Engineered Materials (5 ) 3 (2 ) 1 (1) (3 ) Consumer Specialties (8 ) 7 — — (1 ) Industrial Specialties 5 4 (2 ) — 7 Acetyl Intermediates 8 (2 ) (1 ) — 5 Total Company 3 1 (1 ) — 3 1 2011 includes the effects of the two product lines acquired in May 2010 from DuPont Performance Polymers. Table 3 Cash Flow Information - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Net cash provided by operating activities 215 132 Net cash provided by (used in) investing activities 1 (155 ) (151 ) Net cash used in financing activities (21 ) (11 ) Exchange rate effects on cash and cash equivalents 6 12 Cash and cash equivalents at beginning of period 682 740 Cash and cash equivalents at end of period 727 722 1 2012 and 2011 include $21 million and $54 million, respectively, of capital expenditures related to the Ticona Kelsterbach plant relocation. Table 4 Cash Dividends Received - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Dividends from equity investments 111 73 Dividends from cost investments — — Total 111 73 10 -------------------------------------------------------------------------------- Table 5 Net Debt - Reconciliation of a Non-U.S. GAAP Measure - Unaudited As of As of (in $ millions) March 31, 2012 December 31, 2011 Short-term borrowings and current installments of long-term debt - third party and affiliates 155 144 Long-term debt 2,875 2,873 Total debt 3,030 3,017 Less: Cash and cash equivalents 727 682 Net debt 2,303 2,335 Table 6 Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended March 31, (in $ millions, except share and per share data) 2012 2011 per per share share Earnings (loss) from continuing operations 183 1.15 138 0.87 Deduct: Income tax (provision) benefit 76 (42 ) Earnings (loss) from continuing operations before tax 107 180 Other charges and other adjustments 1 32 4 Refinancing - related expenses — — Adjusted earnings (loss) from continuing operations before tax 139 184 Income tax (provision) benefit on adjusted earnings 2 (24 ) (31 ) Less: Noncontrolling interests — — Adjusted earnings (loss) from continuing operations 115 0.72 153 0.96 Diluted shares (in millions) 3 Weighted average shares outstanding 156.5 156.0 Dilutive stock options 1.9 2.0 Dilutive restricted stock units 0.7 0.7 Total diluted shares 159.1 158.7 1 See Table 7 for details. 2 The adjusted effective tax rate is 17% for the three months ended March 31, 2012 and 17% for the three months ended March 31, 2011. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 11 -------------------------------------------------------------------------------- Table 7 Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), net: Three Months Ended March 31, (in $ millions) 2012 2011 Employee termination benefits — 4 Ticona Kelsterbach plant relocation — 13 Commercial disputes — (20 ) Total — (3 ) Other Adjustments: 1 Three Months Ended March 31, Income Statement (in $ millions) 2012 2011 Classification Cost of sales / Business optimization 5 3 SG&A Ticona Kelsterbach plant relocation 3 (3 ) Cost of sales Cost of sales / Plant closures 4 6 SG&A (Gain) loss on (Gain) loss on disposition of assets — 1 disposition Acetate production interruption 10 — Cost of sales Other 10 — Various Total 32 7 Total other charges and other adjustments 32 4 1 These items are included in net earnings but not included in other charges (gains), net. 12 -------------------------------------------------------------------------------- Table 8 Equity Affiliate Results and Reconciliation of Operating Profit to Affiliate EBITDA - a Non-U.S. GAAP Measure - Total - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Net Sales Ticona Affiliates - Asia 1 423 411 Ticona Affiliates - Middle East 2 304 265 Infraserv Affiliates 3 467 507 Total 1,194 1,183 Operating Profit Ticona Affiliates - Asia 1 46 43 Ticona Affiliates - Middle East 2 139 102 Infraserv Affiliates 3 29 33 Total 214 178 Depreciation and Amortization Ticona Affiliates - Asia 1 19 22 Ticona Affiliates - Middle East 2 14 12 Infraserv Affiliates 3 27 26 Total 60 60 Affiliate EBITDA Ticona Affiliates - Asia 1 65 65 Ticona Affiliates - Middle East 2 153 114 Infraserv Affiliates 3 56 59 Total 274 238 Net Income Ticona Affiliates - Asia 1 32 27 Ticona Affiliates - Middle East 2 125 90 Infraserv Affiliates 3 25 27 Total 182 144 Net Debt Ticona Affiliates - Asia 1 184 85 Ticona Affiliates - Middle East 2 (105 ) (89 ) Infraserv Affiliates 3 258 318 Total 337 314 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (2012 - 0%, 2011 - 50%). Una SA was divested during the Three Months Ended March 31, 2011. 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%). 13 -------------------------------------------------------------------------------- Table 8 (continued) Equity Affiliate Results and Reconciliation of Proportional Operating Profit to Proportional Affiliate EBITDA - a Non-U.S. GAAP Measure - Celanese Proportional Share - Unaudited Three Months Ended March 31, (in $ millions) 2012 2011 Proportional Net Sales Ticona Affiliates - Asia 1 195 190 Ticona Affiliates - Middle East 2 76 66 Infraserv Affiliates 3 153 166 Total 424 422 Proportional Operating Profit Ticona Affiliates - Asia 1 22 20 Ticona Affiliates - Middle East 2 35 26 Infraserv Affiliates 3 10 10 Total 67 56 Proportional Depreciation and Amortization Ticona Affiliates - Asia 1 9 10 Ticona Affiliates - Middle East 2 3 3 Infraserv Affiliates 3 9 9 Total 21 22 Proportional Affiliate EBITDA Ticona Affiliates - Asia 1 31 30 Ticona Affiliates - Middle East 2 38 29 Infraserv Affiliates 3 19 19 Total 88 78 Equity in Net Earnings of Affiliates (as reported in the Consolidated Statement of Operations) Ticona Affiliates - Asia 1 15 13 Ticona Affiliates - Middle East 2 28 21 Infraserv Affiliates 3 8 9 Total 51 43 Proportional Affiliate EBITDA in Excess of Equity in Net Earnings of Affiliates Ticona Affiliates - Asia 1 16 17 Ticona Affiliates - Middle East 2 10 8 Infraserv Affiliates 3 11 10 Total 37 35 Proportional Net Debt Ticona Affiliates - Asia 1 83 39 Ticona Affiliates - Middle East 2 (26 ) (22 ) Infraserv Affiliates 3 85 105 Total 142 122 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (2012 - 0%, 2011 - 50%). Una SA was divested during the Three Months Ended March 31, 2011. 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%). 14 EX-99.2 3 a1q2012earningsslides.htm EX-99.2 [[Image Removed]] 1 Mark Rohr, Chairman and Chief Executive Officer Steven Sterin, Senior Vice President and Chief Financial Officer Celanese Q1 2012 Earnings Conference Call / Webcast Tuesday, April 24, 2012 10:00 a.m. EDT EX 99.2 -------------------------------------------------------------------------------- [[Image Removed]] 2 Forward-Looking Statements This presentation and remarks made as part of this presentation 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 and related remarks, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “can,” “could,” “might,” “will” 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 and related remarks. 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 product and industry business cycles, particularly in the automotive, electrical, textiles, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, wood pulp and fuel oil and the prices for electricity and other energy sources; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to 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 schedules acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products or technology, or the theft of such intellectual property; compliance and other costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, including the occurrence of acts of war or terrorist incidents, or as a result of weather or natural disasters; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; our level of indebtedness, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; and various other factors discussed from time to time in the company’s filings with the Securities and Exchange Commission. In addition to the risks and uncertainties identified above, the following risks and uncertainties, among others, could cause the company’s actual results regarding its initiatives involving the use of advanced technology for the production of ethanol for chemical applications and other uses to differ materially from the results expressed or implied in these materials: the impact of technological developments and competition; our ability to obtain licenses of, or other access to, alternative ethanol production processes on attractive terms; unanticipated operational or commercialization difficulties, including failure of facilities or processes to operate in accordance with specifications or expectations; the cost and availability of capital necessary to fund plant construction and expansion; the unavailability of required materials and equipment; changes in the price and availability of commodities and supplies; the ability to achieve the anticipated cost structure; the growth in demand for products produced from our technology in certain industries or geographic regions; the adoption of new or different industry or regulatory standards; and the ability of third parties, including our commercial partners or suppliers, to comply with their commitments to us. Forward-looking statements speak only as of the date on which they are made, and the company undertakes no obligation to update any forward-looking statement 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 full fiscal year 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 Non-US GAAP Financial Information Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This presentation reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional affiliate EBITDA, adjusted earnings per share, net debt, and adjusted free cash flow as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business operating EBITDA is 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; 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 minus interest income plus loss (earnings) from discontinued operations, interest expense, income taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in the Appendix. 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 minus interest income plus loss (earnings) from discontinued operations, interest expense, income taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in the Appendix, 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. ? Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. We believe that investors should consider proportional affiliate EBITDA as an additional measure of operating results. ? Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full- year forecasted tax opportunities, where applicable, and specifically excludes 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 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 given 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, 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. Although we use adjusted free cash flow as a financial measure to assess the performance of our business, the use of adjusted free cash flow has important limitations, including that adjusted free cash flow does not reflect the cash requirements necessary to service our indebtedness, lease obligations, unconditional purchase obligations or pension and postretirement funding obligations. -------------------------------------------------------------------------------- [[Image Removed]] 4 Mark Rohr Chairman and Chief Executive Officer -------------------------------------------------------------------------------- [[Image Removed]] 5 ? Weakness in the acetyl chain reflecting soft demand in Europe and Asia ? Advanced Engineered Materials impacted by weak auto builds and lower demand in electronics and industrial goods * See slides 23 and 24 for equity affiliate results and Celanese’s proportional share in millions (except EPS) Q1’11 Q4’11 Q1’12 Net Sales $1,589 $1,614 $1,633 Proportional Net Sales of Affiliates $422 $471 $424 Total: $2,011 $2,085 $2,057 Operating Profit/(Loss) $188 $97 $98 Adjusted EPS $0.96 $0.58 $0.72 Operating EBITDA $304 $243 $255 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates* $35 $37 $37 Total: $339 $280 $292 Celanese Corporation Q1’12 highlights -------------------------------------------------------------------------------- [[Image Removed]] 6 ?Customer-focused opportunities ? Strategic operating and commercial decisions ?Select productivity and operational excellence Focused on delivering 2012 earnings commitment Continue to expect to deliver on 2012 earnings commitment -------------------------------------------------------------------------------- [[Image Removed]] 7 Steven Sterin Senior Vice President and Chief Financial Officer -------------------------------------------------------------------------------- [[Image Removed]] 8 Advanced Engineered Materials ? Expect sequential and YoY earnings growth ? Earnings growth driven by industrial customers in NA and Asia, and NA auto builds ? Growth in strategic affiliates Sequential (Q1’12 vs Q4’11) ? Revenue and earnings growth driven by higher seasonal volume ? Growth in strategic affiliates Year-over-Year ? Sales: higher pricing; lower volumes due to European economy ? Earnings: higher raw material costs and investments for future growth ? Growth in strategic affiliates in millions Q1’11 Q4’11 Q1’12 Net Sales $328 $292 $317 Operating EBITDA $104 $73 $94 Operating EBITDA Margin 32% 25% 30% Q1’12 vs. Q1’11 vs. Q4’11 Volume (5%) 11% Price 3% (1%) Currency (2%) (1%) Other 1% - Total Sales (3%) 9% Q1 Performance Factors Affecting Net Sales Changes Key Business Highlights Q2 Business Outlook -------------------------------------------------------------------------------- [[Image Removed]] 9 Consumer Specialties ? Q1 to Q2 shift of earnings due to production interruption now expected to be $10 – 15 million ? Dividends from China Acetate ventures expected to be modestly higher than 2011’s $78 million ? Expect earnings in 1H’12 and FY12 to be slightly higher than prior year periods Sequential ? Lower volumes due to production interruption and normal seasonality ? Higher pricing YoY ? Sales: higher pricing; lower volumes due to production interruption ? Earnings: lower volumes and higher raw material/energy costs ? Management actions minimized impacts of production interruption in millions Q1’11 Q4’11 Q1’12 Net Sales $266 $306 $264 Operating EBITDA $68 $73 $66 Operating EBITDA Margin 26% 24% 25% Q1’12 vs. Q1’11 vs. Q4’11 Volume (8%) (17%) Price 7% 3% Currency - - Other - - Total Sales (1%) (14%) Q1 Performance Factors Affecting Net Sales Changes Key Business Highlights Q2 Business Outlook -------------------------------------------------------------------------------- [[Image Removed]] 10 Industrial Specialties ? Expect innovation to drive volume increases ? Pricing initiatives seek to recover higher raw material costs ? Sequential earnings growth Sequential ? Higher sales driven by volume growth in Europe and NA; price change due to product mix ? Favorable raw material costs YoY ? Sales: higher pricing from innovation/mix; higher volumes from recent acquisition and capacity expansion ? Earnings: higher raw material costs; increased investments for future growth in millions Q1’11 Q4’11 Q1’12 Net Sales $290 $272 $309 Operating EBITDA $35 $30 $34 Operating EBITDA Margin 12% 11% 11% Q1’12 vs. Q1’11 vs. Q4’11 Volume 5% 16% Price 4% (5%) Currency (2%) (1%) Other - 4% Total Sales 7% 14% Q1 Performance Factors Affecting Net Sales Changes Key Business Highlights Q2 Business Outlook -------------------------------------------------------------------------------- [[Image Removed]] 11 Acetyl Intermediates ? Taking actions in response to decrease in margins ? Expect announced price increases to begin to restore margins throughout acetyl chain Sequential ? Volume growth as industry began to recover from Q4 destocking ? Lower industry utilization and margins YoY ? Margins impacted by lingering effects of Q4 destocking, particularly in Europe and AOC ? Sales: higher volumes in downstream products ? Earnings: spikes in raw material costs and lower industry utilization and margins Q1’12 vs. Q1’11 vs. Q4’11 Volume 8% 6% Price (2%) (5%) Currency (1%) (1%) Other - - Total Sales 5% - Q1 Performance Factors Affecting Net Sales Changes Key Business Highlights Q2 Business Outlook in millions Q1’11 Q4’11 Q1’12 Net Sales $813 $849 $852 Operating EBITDA $122 $95 $83 Operating EBITDA Margin 15% 11% 10% -------------------------------------------------------------------------------- [[Image Removed]] 12 ? Q1’12: equity affiliates contributed $51 million to earnings with an additional $37 million proportional Affiliate EBITDA not included in Operating EBITDA ? Equity and cost investment dividends were $111 million, a $38 million increase from Q1’11 ? Q2 Outlook: dividends/earnings from China Acetate ventures and AEM’s strategic affiliates, particularly Ibn Sina, expected to be modestly higher than 2011 Affiliate performance 0 50 100 YTD 2012 YTD 2011 $ m ill io ns Earnings from Equity Affiliates Note: YTD refers to three months ended March 31st 0 50 100 YTD 2012 YTD 2011 $ m ill io ns Proportional Affiliate EBITDA in Excess of Equity Earnings Earnings from Equity Affiliates Income Statement Earnings and Proportional EBITDA -------------------------------------------------------------------------------- [[Image Removed]] 13 Free cash flow 1st Quarter 2012 Adjusted Free Cash Flow in millions Q1’11 Q4’11 Q1’12 Net cash provided by operating activities $132 $157 $215 Adjustments to operating cash for discontinued operations - $8 - Net cash provided by operating activities from continuing operations $132 $165 $215 Less: Capital expenditures ($77) ($108) ($106) Add: Other charges and adjustments1 $1 ($11) $3 Adjusted Free Cash Flow2 $56 $46 $112 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 ? Q1’12 cash generation strong in spite of weak market conditions ? Equity dividends increased, in part due to special dividend from one of the Asian strategic affiliates ? Continued to invest to support growth ? $20 million in stock repurchases -------------------------------------------------------------------------------- [[Image Removed]] 14 2012E Adjusted Free Cash Outflows (off EBITDA Base) Cash Taxes $120 – $140 Capital Expenditures $350 – $400 Reserve/Other $125 – $150 Net Interest $190 – $200 Pension $100 – $125 Working Capital ($50) – $0 Adjusted Free Cash Outflows* $800 – $1,000 ? Dividend, debt service and share repurchases of ~$100-150 million ? Board authorized 25% increase in dividend effective August 2012 Strong cash generation continues throughout economic cycle in millions * Excludes Ticona Kelsterbach expansion capital expenditures of approximately $50 million. -------------------------------------------------------------------------------- [[Image Removed]] 15 Appendix Notes: References on the following slides to tables correspond to the tables included with Celanese press release dated April 24, 2012 -------------------------------------------------------------------------------- [[Image Removed]] 16 Reg G: Business segment data and reconciliation of operating profit (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1) Ma rc h 3 1, De ce mb er 31 , Ma rc h 3 1, (in $ mi llio ns ) 20 12 20 11 20 11 Ne t S ale s Ad va nc ed En gin ee red M ate ria ls 31 7 29 2 32 8 Co ns um er Sp ec ial tie s 26 4 30 6 26 6 Ind us tria l S pe cia ltie s 30 9 27 2 29 0 Ac ety l In ter me dia tes 85 2 84 9 81 3 Ot he r A cti viti es 1 - - 1 Int ers eg me nt eli mi na tio ns (10 9) (10 5) (10 9) To tal 1,6 33 1,6 14 1,5 89 Op er ati ng P ro fit (L os s) Ad va nc ed En gin ee red M ate ria ls 21 (3) 38 Co ns um er Sp ec ial tie s 39 59 54 Ind us tria l S pe cia ltie s 19 17 25 Ac ety l In ter me dia tes 60 67 11 2 Ot he r A cti viti es 1 (41 ) (43 ) (41 ) To tal 98 97 18 8 Ot he r C ha rg es an d O the r A dju stm en ts 2 Ad va nc ed En gin ee red M ate ria ls 3 8 12 Co ns um er Sp ec ial tie s 17 5 5 Ind us tria l S pe cia ltie s 2 1 - Ac ety l In ter me dia tes 2 4 (17 ) Ot he r A cti viti es 1 8 1 4 To tal 32 19 4 De pr ec iat ion an d A m or tiz ati on Ex pe ns e 3 Ad va nc ed En gin ee red M ate ria ls 27 32 19 Co ns um er Sp ec ial tie s 9 9 8 Ind us tria l S pe cia ltie s 13 11 10 Ac ety l In ter me dia tes 20 21 25 Ot he r A cti viti es 1 3 3 4 To tal 72 76 66 Bu sin es s O pe ra tin g E BI TD A Ad va nc ed En gin ee red M ate ria ls 51 37 69 Co ns um er Sp ec ial tie s 65 73 67 Ind us tria l S pe cia ltie s 34 29 35 Ac ety l In ter me dia tes 82 92 12 0 Ot he r A cti viti es 1 (30 ) (39 ) (33 ) To tal 20 2 19 2 25 8 Eq uit y E ar nin gs , C os t - D ivi de nd In co m e a nd O the r Inc om e ( Ex pe ns e) Ad va nc ed En gin ee red M ate ria ls 43 36 35 Co ns um er Sp ec ial tie s 1 - 1 Ind us tria l S pe cia ltie s - 1 - Ac ety l In ter me dia tes 1 3 2 Ot he r A cti viti es 1 8 11 8 To tal 53 51 46 Op er ati ng EB ITD A Ad va nc ed En gin ee red M ate ria ls 94 73 10 4 Co ns um er Sp ec ial tie s 66 73 68 Ind us tria l S pe cia ltie s 34 30 35 Ac ety l In ter me dia tes 83 95 12 2 Ot he r A cti viti es 1 (22 ) (28 ) (25 ) To tal 25 5 24 3 30 4 2 S ee Ta ble 7 f or de tai ls. 3 E xcl ud es acc ele rat ed de pre cia tio n a nd am ort iza tio n e xpe ns e in clu de d in Ot he r C ha rge s a nd Ot he r A dju stm en ts ab ov e. Se e T ab le 1 A f or de tai ls. Th re e M on ths En de d 1 O the r A cti vit ies inc lud es co rpo rat e s elli ng , ge ne ral an d a dm inis tra tiv e e xpe ns es an d t he re su lts fro m ca pti ve ins ura nc e c om pa nie s. -------------------------------------------------------------------------------- [[Image Removed]] 17 Reg G: Reconciliation of consolidated net earnings (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1A) March 31, December 31, March 31, (in $ millions) 2012 2011 2011 Net earnings (loss) attributable to Celanese Corporation 183 95 142 (Earnings) loss from discontinued operations - 1 (4) Interest income (1) (1) (1) Interest expense 45 55 55 Refinancing expense - - - Income tax provision (benefit) (76) (2) 42 Depreciation and amortization expense 2 72 76 66 Other charges (gains), net 1 - 9 (3) Other adjustments 1 32 10 7 Operating EBITDA 255 243 304 Detail by Business Segment Advanced Engineered Materials 94 73 104 Consumer Specialties 66 73 68 Industrial Specialties 34 30 35 Acetyl Intermediates 83 95 122 Other Activities 3 (22) (28) (25) Operating EBITDA 255 243 304 March 31, December 31, March 31, (in $ millions) 2012 2011 2011 Advanced Engineered Materials - - 2 Consumer Specialties - 1 4 Industrial Specialties 2 - - Acetyl Intermediates - - - Other Activities 3 - - - Accelerated depreciation and amortization expense 2 1 6 Depreciation and amortization expense 2 72 76 66 Total depreciation and amortization expense 74 77 72 2 Excludes accelerated depreciation and amortization expense as detailed in the table below and included in Other adjustments above. Three Months Ended Three Months Ended 3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. 1 See Table 7 for details. -------------------------------------------------------------------------------- [[Image Removed]] 18 Reg G: Adjusted earnings (loss) per share - reconciliation of a non-U.S. GAAP measure – unaudited (Table 6) (in $ millions, except share and per share data) per share per share per share Earnings (loss) from continuing operations 183 1.15 96 0.61 138 0.87 Deduct: Income tax (provision) benefit 76 2 (42) Earnings (loss) from continuing operations before tax 107 94 180 Other charges and other adjustments 1 32 19 4 Refinancing - related expenses - (2) - Adjusted earnings (loss) from continuing operations before tax 139 111 184 Income tax (provision) benefit on adjusted earnings 2 (24) (19) (31) Less: Noncontrolling interests - - - Adjusted earnings (loss) from continuing operations 115 0.72 92 0.58 153 0.96 Diluted shares (in millions) 3 W ighted average shares outstanding 156.5 156.4 156.0 Dilutive stock options 1.9 1.8 2.0 Dilutive restricted stock units 0.7 0.7 0.7 Total diluted shares 159.1 158.9 158.7 March 31, 1 See Table 7 for details. 2 The adjusted effective tax rate is 17% for the three months ended M arch 31, 2012, December 31, 2011 and M arch 31, 2011 . 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 2011 2011 Three Months Ended March 31, 2012 December 31, -------------------------------------------------------------------------------- [[Image Removed]] 19 Reg G: Other charges and other adjustments - reconciliation of a non-U.S. GAAP measure – unaudited (Table 7) Other Charges (Gains), net: March 31, December 31, March 31, (in $ millions) 2012 2011 2011 Employee termination benefits - 4 4 Ticona Kelsterbach plant relocation - 4 13 Asset impairments - 1 - Commercial disputes - - (20) Total - 9 (3) Other Adjustments: 1 Income March 31, December 31, March 31, Statement (in $ millions) 2012 2011 2011 Classification Business optimization 5 1 3 Cost of sales / SG&A Ticona Kelsterbach plant relocation 3 1 (3) Cost of sales Plant closures 4 3 6 Cost of sales / SG&A (Gain) loss on disposition of assets - - 1 (Gain) loss on disposition Commercial disputes - 1 - Cost of sales Acetate production interruption 10 - - Cost of sales Other 10 4 - Various Total 32 10 7 Total other charges and other adjustments 32 19 4 1 These items are included in net earnings but not included in other charges (gains), net. Three Months Ended Three Months Ended -------------------------------------------------------------------------------- [[Image Removed]] 20 Q1 2012 Other charges and other adjustments by business segment - reconciliation of a non-U.S. GAAP measure - unaudited 2 Income Statement in $ millions AEM CS IS AI Other Total Classification Employee termination benefits - 1 - - (1) - Total other charges (gains), net - 1 - - (1) - Business optimization - - - - 5 5 Cost of Sales / SG&A Ticona Kelsterbach plant relocation 3 - - - - 3 Cost of Sales Plant closures - 1 2 1 - 4 Cost of Sales / SG&A Acetate production interruption - 10 - - - 10 Cost of Sales Other - 5 - 1 4 1 11 Various 2 Total other adjustments 3 16 2 2 9 33 Total other charges and other adjustments 3 17 2 2 8 33 1 Non-cash expense related to CEO retirement 2 The follow ing summarizes the income statement classif ication of the other adjustments: Cost of Sales - 5 - 1 - 6 Selling, General & Administrative - - - - 4 4 Total other - 5 - 1 4 10 -------------------------------------------------------------------------------- [[Image Removed]] 21 Q4 2011 Other charges and other adjustments by business segment - reconciliation of a non-U.S. GAAP measure - unaudited Income Statement in $ millions AEM CS IS AI Other Total Classification Employee termination benefits 3 1 - - - 4 Ticona Kelsterbach plant relocation 4 - - - - 4 Asset impairments - - - 1 - 1 Total other charges (gains), net 7 1 - 1 - 9 Business optimization - - - - 1 1 Cost of Sales / SG&A Ticona Kelsterbach plant relocation 1 - - - - 1 Cost of Sales Plant closures - 1 1 1 - 3 Cost of Sales / SG&A Commercial disputes - - - 1 - 1 Cost of Sales Other 1 - 3 - 1 - 4 Various 1 Total other adjustments 1 4 1 3 1 10 Total other charges and other adjustments 8 5 1 4 1 19 1 The follow ing summarizes the income statement classif ication of the other adjustments: Cost of Sales - 3 - 1 - 4 Total other - 3 - 1 - 4 -------------------------------------------------------------------------------- [[Image Removed]] 22 Q1 2011 Other charges and other adjustments by business segment - reconciliation of a non-U.S. GAAP measure - unaudited Income Statement in $ millions AEM CS IS AI Other Total Classification Employee termination benefits - 2 - 1 1 4 Ticona Kelsterbach plant relocation 13 - - - - 13 Commercial disputes - (1) - (19) - (20) Total other charges (gains), net 13 1 - (18) 1 (3) Business optimization - - - - 3 3 Cost of Sales / SG&A Ticona Kelsterbach plant relocation (3) - - - - (3) Cost of Sales Plant closures 2 4 - - - 6 Cost of Sales / SG&A (Gain)/loss on disposition of assets - - - 1 - 1 (Gain) loss on disposition Total other adjustments (1) 4 - 1 3 7 Total other charges and other adjustments 12 5 - (17) 4 4 -------------------------------------------------------------------------------- [[Image Removed]] 23 Reg G: Equity affiliate results and reconciliation of operating profit to affiliate EBITDA - a non-U.S. GAAP measure - total - unaudited (Table 8) March 31, December 31, March 31, (in $ millions) 2012 2011 2011 Net Sales Ticona Affiliates - Asia 1 423 405 411 Ticona Affiliates - Middle East 2 304 353 265 Infraserv Affiliates 3 467 595 507 Total 1,194 1,353 1,183 Operating Profit Ticona Affiliates - Asia 1 46 9 43 Ticona Affiliates - Middle East 2 139 172 102 Infraserv Affiliates 3 29 38 33 Total 214 219 178 Depreciation and Amortization Ticona Affiliates - Asia 1 19 19 22 Ticona Affiliates - Middle East 2 14 10 12 Infraserv Affiliates 3 27 36 26 Total 60 65 60 Affiliate EBITDA Ticona Affiliates - Asia 1 65 28 65 Ticona Affiliates - Middle East 2 153 182 114 Infraserv Affiliates 3 56 74 59 Total 274 284 238 Net Income Ticona Affiliates - Asia 1 32 1 27 Ticona Affiliates - Middle East 2 125 153 90 Infraserv Affiliates 3 25 29 27 Total 182 183 144 Net Debt Ticona Affiliates - Asia 1 184 172 85 Ticona Affiliates - Middle East 2 (105) (110) (89) Infraserv Affiliates 3 258 236 318 Total 337 298 314 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended M arch 31, 2011. 2 Ticona Affiliates - M iddle East accounted for using the equity method includes National M ethanol Company (Ibn Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). Three Months Ended -------------------------------------------------------------------------------- [[Image Removed]] 24 Reg G: Equity affiliate results and reconciliation of proportional operating profit to proportional affiliate EBITDA - a non-U.S. GAAP measure - Celanese proportional share – unaudited (Table 8 continued) M ar ch 3 1, De ce m be r 31 , M ar ch 3 1, (in $ m ill io ns ) 20 12 20 11 20 11 P ro po rt io na l N et S al es Ti co na A ff ilia te s - A si a 1 19 5 18 7 19 0 Ti co na A ff ilia te s - M id dl e Ea st 2 76 88 66 In fr as er v A ff ilia te s 3 15 3 19 6 16 6 To ta l 42 4 47 1 42 2 P ro po rt io na l O pe ra tin g P ro fit Ti co na A ff ilia te s - A si a 1 22 5 20 Ti co na A ff ilia te s - M id dl e Ea st 2 35 43 26 In fr as er v A ff ilia te s 3 10 13 10 To ta l 67 61 56 P ro po rt io na l D ep re ci at io n an d A m or tiz at io n Ti co na A ff ilia te s - A si a 1 9 9 10 Ti co na A ff ilia te s - M id dl e Ea st 2 3 2 3 In fr as er v A ff ilia te s 3 9 11 9 To ta l 21 22 22 P ro po rt io na l A ff ili at e EB IT D A Ti co na A ff ilia te s - A si a 1 31 14 30 Ti co na A ff ilia te s - M id dl e Ea st 2 38 45 29 In fr as er v A ff ilia te s 3 19 24 19 To ta l 88 83 78 Eq ui ty in n et e ar ni ng s of a ff ili at es (a s r e p o rt e d i n t h e C o n s o li d a te d S ta te m e n t o f O p e ra ti o n s ) Ti co na A ff ilia te s - A si a 1 15 1 13 Ti co na A ff ilia te s - M id dl e Ea st 2 28 35 21 In fr as er v A ff ilia te s 3 8 10 9 To ta l 51 46 43 P ro po rt io na l A ff ili at e EB IT D A in e xc es s of E qu ity in n et e ar ni ng s of a ff ili at es Ti co na A ff ilia te s - A si a 1 16 13 17 Ti co na A ff ilia te s - M id dl e Ea st 2 10 10 8 In fr as er v A ff ilia te s 3 11 14 10 To ta l 37 37 35 P ro po rt io na l N et D eb t Ti co na A ff ilia te s - A si a 1 83 77 39 Ti co na A ff ilia te s - M id dl e Ea st 2 (2 6) (2 7) (2 2) In fr as er v A ff ilia te s 3 85 78 10 5 To ta l 14 2 12 8 12 2 1 T ic o na A ff ilia te s - A sia a cc o un ted fo r u sing the equi ty m et ho d in clude s P o ly pla st ic s (45 % ), K o rean Engineering P la st ic s (50 % ), F o rt ro n Indu st rie s (50 % ), U na S A (50 % ). U na S A w as di ve st ed during the three m o nt hs ended M ar ch 3 1, 20 11 . 2 T ic o na A ff ilia te s - M iddle Ea st a cc o un ted fo r u sing the equi ty m et ho d in clude s N at io nal M et han o l C o m pan y (IB N Sina) (25 % ). 3 In fra ser v A ff ilia te s ac co un ted fo r u sing the equi ty m et ho d in clude s In fra ser v H o ec hs t (32 % ), In fra ser v Gend o rf (39 % ) and In fra ser v Knap sa ck (27 % ). Th re e M on th s En de d --------------------------------------------------------------------------------