0001306830-13-000034 8-K 6 20130402 7.01 9.01 20130402 20130402 Celanese Corp 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 13733456 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 a20138-k1doc.htm 8-K 2013 8-K (1) DOC 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): April 2, 2013 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 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)) 1 -------------------------------------------------------------------------------- Item 7.01 Regulation FD Disclosure. On April 2, 2013, Celanese Corporation (the "Company") issued a press release announcing its election, effective January 1, 2013, to change its accounting policy for recognizing actuarial gains and losses and changes in the fair value of plan assets for its defined benefit pension plans and other postretirement benefit plans. A copy of the press release is furnished with this Current Report as Exhibit 99.1. The Company will immediately recognize in operating results the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is required to be remeasured. The Company believes the new accounting policy is preferable as it eliminates the delay in recognizing gains and losses within operating results. This change will also improve transparency within the Company's operating results by immediately recognizing the effects of economic and interest rate trends on plan investments and assumptions in the year these gains and losses are actually incurred. Previously, the Company recognized the actuarial gains and losses on an annual basis and amortized the gains and losses into operating results over the average remaining service period to retirement date for active plan participants or, for retired participants, the average remaining life expectancy. Additionally, differences between actual rates of return on plan assets and the long-term expected rate of return on plan assets were not generally recognized in net periodic benefit cost in the year the difference occurred. These differences were deferred and amortized into net periodic benefit cost over the average remaining future service period of employees. In connection with the changes in accounting policy for pension and other postretirement benefits and to properly match the actual operational expenses each business segment is incurring, the Company has changed its allocation of net periodic benefit costs. The Company will now allocate only the service cost and amortization of prior service cost components of its pension and postretirement plans to its business segments. All other net periodic benefit cost components will be recorded to Other Activities. The components of net periodic benefit cost that will no longer be allocated to each business segment include interest cost, estimated return on assets and net actuarial gains and losses as these components are considered financing activities managed at the corporate level. The Company believes the revised expense allocation methodology will more appropriately match the cost incurred for active employees to the respective business segment. The policy changes have no impact on future pension and postretirement benefit plan funding or pension and postretirement benefits paid to participants. Financial information for prior periods has been retrospectively adjusted and is furnished with this Current Report as Exhibit 99.2. Non-GAAP measures used in the Company's quarterly earnings release for prior periods have also been retrospectively adjusted and, along with corresponding reconciliations, are furnished with this Current Report as Exhibit 99.3. Additionally, in anticipation of a possible change in pension accounting policy, on January 23, 2013, the Company, Celanese US Holdings LLC and Celanese Americas LLC entered into a non-material Amendment No. 1 (the “Amendment”) with the lenders under Celanese US Holdings LLC's existing senior credit facilities with the effect that computations of Consolidated Net Income and EBITDA for covenant compliance purposes will be evaluated as if the change in pension accounting policy had not occurred. The Amendment also amended the credit facilities in other, non-material respects. A copy of the Amendment is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference in its entirety. 2 -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Amendment No. 1, dated as of January 23, 2013 among Celanese Corporation, Celanese US Holdings LLC, Celanese Americas LLC, the lenders party thereto, and Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent 99.1 Press Release dated April 2, 2013* 99.2 Celanese Corporation and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 and for the three months ended December 31, 2012 and 2011, September 30, 2012 and 2011, June 30, 2012 and 2011 and March 31, 2012 and 2011 - As Previously Reported and As Adjusted (unaudited)* 99.3 Celanese Corporation and Subsidiaries Non-GAAP Financial Measures for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 and for the three months ended December 31, 2012 and 2011, September 30, 2012 and 2011, June 30, 2012 and 2011 and March 31, 2012 and 2011 - As Previously Reported and As Adjusted (unaudited)* *In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including Exhibits 99.1, 99.2 and 99.3 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 these 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. 3 -------------------------------------------------------------------------------- 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 2, 2013 4 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 10.1 Amendment No. 1, dated as of January 23, 2013 among Celanese Corporation, Celanese US Holdings LLC, Celanese Americas LLC, the lenders party thereto, and Deutsche Bank AG, New York Branch, as administrative agent and as collateral agent 99.1 Press Release dated April 2, 2013* 99.2 Celanese Corporation and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 and for the three months ended December 31, 2012 and 2011, September 30, 2012 and 2011, June 30, 2012 and 2011 and March 31, 2012 and 2011 - As Previously Reported and As Adjusted (unaudited)* 99.3 Celanese Corporation and Subsidiaries Non-GAAP Financial Measures for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 and for the three months ended December 31, 2012 and 2011, September 30, 2012 and 2011, June 30, 2012 and 2011 and March 31, 2012 and 2011 - As Previously Reported and As Adjusted (unaudited)* * In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including Exhibits 99.1, 99.2 and 99.3 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 these 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. 5 EX-10.1 2 a20138-k1ex101.htm EXHIBIT 10.1 2013 8-K (1) EX10.1 Exhibit 10.1 AMENDMENT NO. 1 (this “Amendment”), dated as of January 23, 2013, among CELANESE CORPORATION, a Delaware corporation (“Holdings”), CELANESE US HOLDINGS LLC, a Delaware limited liability company (the “Company”), CELANESE AMERICAS LLC (f/k/a Celanese Americas Corporation), a Delaware limited liability company (“CALLC”), the Lenders party hereto, and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent and as collateral agent, to the Amended and Restated Credit Agreement, dated as of April 2, 2007, as amended and restated as of September 29, 2010 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”), among Holdings, the Company, CALLC, DBNY and the other parties thereto from time to time. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, Holdings is considering a change in accounting policy to immediately recognize its pension gains and losses as permitted under Financial Accounting Standards Board Accounting Standards Codification Topic 715-30-35-20 or any similar pronouncement effective as of January 1, 2013, which changes are not anticipated to have any cash impact as compared to the current pension accounting policy; WHEREAS, the Loan Parties and Required Lenders wish to make certain amendments to the Credit Agreement authorized by Section 9.08 of the Credit Agreement as set forth in Section 1 below; NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1.Amendments. Effective as of the Amendment No. 1 Effective Date (as defined below), the Required Lenders hereby agree as follows: (a)Section 1.01 shall be amended to add the following defined term after the definition of “Amendment Agreement” and before the definition of “Applicable CL Margin”: “Amendment No. 1” shall mean Amendment No.1 to this Agreement dated as of January 23, 2013 among Holdings, the Company, CALLC, DBNY and the Required Lenders. (b)Section 1.01 shall be amended to add the following defined term after the definition of “Margin Stock” and before the definition of “Material Adverse Effect”: “Mark-to-Market Pension Accounting” shall mean that pension gains and losses are immediately recognized as permitted under Financial Accounting Standards Board Accounting Standards Codification Topic 715-30-35-20 or any similar pronouncement. (c)The following shall be added as a new paragraph at the end of the definition of “Consolidated Net Income” in Section 1.01: Any effects from the election by Holdings and its Subsidiaries of Mark-to-Market Pension Accounting as compared to Holdings' and its Subsidiaries' pension accounting policy immediately preceding the election of Mark-to-Market Pension Accounting and the effectiveness of Amendment No. 1 shall be excluded from the calculation of “Consolidated Net Income”, including, without limitation, for any historical periods that are covered by historical financial statements of Holdings and its Subsidiaries that are restated to give effect to such election, and, solely to the extent such restatement is caused by such election, such restatement shall be deemed not to result in a Default or Event of Default under this Agreement. 1 -------------------------------------------------------------------------------- (d)The following shall be added as a new paragraph at the end of the definition of “EBITDA” in Section 1.01: Any effects resulting from the election of Holdings and its Subsidiaries of Mark-to-Market Pension Accounting as compared to Holdings' and its Subsidiaries' pension accounting policy immediately preceding the election of Mark-to-Market Pension Accounting and the effectiveness of Amendment No. 1 shall be excluded from the calculation of “EBITDA”, including, without limitation, for any historical periods that are covered by historical financial statements of Holdings and its Subsidiaries that are restated to give effect to such election, and, solely to the extent such restatement is caused by such election, such restatement shall be deemed not to result in a Default or Event of Default under this Agreement. (e)The definition of “Excluded Indebtedness” in Section 1.01 is amended to delete the phrase “(other than Section 6.01(o))”. (f)The definition of “Finco” in Section 1.01 is amended and restated in its entirety as follows: “Finco” means Celanese International Holdings Luxembourg S.ŕ r.l. (g)The last sentence of the definition of “Indebtedness” in Section 1.01 is amended to (1) replace “FIN 46” with “ASC 810-10” and (2) replace “EITF 01-8” with “ASC 840-10 or ASC 840-40”. (h)The definition of “Loan Documents” in Section 1.01 is amended to insert “Amendment No. 1,” after “the Amendment Agreement,” and before “the Letters of Credit,…”. (i)Clause (e) of Section 5.04 is amended to add, after the phrase “without such changes” and before the semi-colon at the end thereof, the phrase “, provided that, with respect to the election by Holdings and its Subsidiaries concerning Mark-to-Market Pension Accounting, this clause (e) shall require, from time to time (but no more frequently than quarterly) after such election, upon the request of the Administrative Agent, or any Lender requesting through the Administrative Agent, the delivery by Holdings to the Administrative Agent of a reconciliation of the pension accounting reflected in the calculation of Consolidated Net Income and EBITDA pursuant to the last paragraph of each such definition in Section 1.01 of this Agreement to the Mark-To-Market Pension Accounting reflected in any financial statements delivered under Section 5.04(a) of this Agreement”. (j)Clauses (l)(i) and (m)(ii) of Section 6.01 are amended to add “Holdings,” after “by” and before “the Company…”. (k)Clause (o) of Section 6.01 is amended to delete “; provided that the proceeds thereof are applied in accordance with Section 2.11(c)”. (l)The sentence immediately following clause (x) of Section 6.01 is amended to add “(f), (k), (l), ” after “6.01(b),” and before “(m)”. (m)Clause (a) of Section 6.04 is amended to replace the references to “the Borrowers” or “any Borrower” with “Holdings, the Borrowers” and “Holdings, any Borrower”, respectively. (n)Clause (v) of Section 6.04 is amended to insert “and/or any other Domestic Loan Party” at the end of such clause in front of the “;”. Section 2.Representations and Warranties. The Company and Holdings, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders that: (a)The execution and delivery of this Amendment is within each of the Company's and Holdings' organizational powers and has been duly authorized by all necessary organizational action on the part of each of the Company and Holdings. This Amendment has been duly executed and delivered by each 2 -------------------------------------------------------------------------------- of the Company and Holdings and constitutes, a legal, valid and binding obligation of each of the Company and Holdings, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally, subject to general principles of equity and subject to implied covenants of good faith and fair dealing. This Amendment will not violate any Requirement of Law in any material respect, will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Loan Party or its property, or give rise to a right thereunder to require any payment to be made by any Loan Party, except in each case for violations, defaults or the creation of such rights that would not reasonably be expected to result in a Material Adverse Effect. (b)After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement or in any other Loan Document are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). (c)After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. Section 3.Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Company, Holdings, CALLC, DBNY, and the Required Lenders and (ii) each of the following conditions shall have been satisfied in accordance with the terms thereof: (a)the representations and warranties set forth in Section 2 hereof shall be true and correct as of the Amendment No. 1 Effective Date; and (b)the Company shall have paid all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and expenses of Cahill Gordon & Reindel llp as counsel to the Administrative Agent). Section 4.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section 5.Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 6.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Section 7.Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, any other Agent, the Issuing Bank or the Swingline Lender, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party 3 -------------------------------------------------------------------------------- and the validity of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended by this Amendment. [Remainder of page intentionally left blank] 4 -------------------------------------------------------------------------------- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. CELANESE CORPORATION By: /s/ Christopher Jensen Name: Christopher Jensen Title: Senior VP - Finance CELANESE US HOLDINGS LLC By: /s/ Chuck B. Kyrish Name: Chuck B. Kyrish Title: Vice President and Treasurer CELANESE AMERICAS LLC (f/k/a Celanese Americas Corporation) By: /s/ Chuck B. Kyrish Name: Chuck B. Kyrish Title: Vice President and Treasurer [Signature Page to Amendment] 5 -------------------------------------------------------------------------------- DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, Joint Lead Arranger, Joint Book Runner and as a Lender By: /s/ Marcus M. Tarkington Name: Marcus M. Tarkington Title: Director By: /s/ Michael Getz Name: Michael Getz Title: Vice President [Signature Page to Amendment] 6 -------------------------------------------------------------------------------- Consenting as a Lender: [INSERT NAME OF LENDER] By: [SECOND SIGNATURE BLOCK IF NEEDED] By: [Form of Consenting Lender Signature Page to Amendment] 7 EX-99.1 3 a20138-k1ex991.htm EXHIBIT 99.1 2013 8-K (1) EX99.1 Exhibit 99.1 [[Image Removed]] Celanese Corporation 222 West Las Colinas Blvd. Suite 900N Irving, Texas 75039 Celanese Corporation Announces Change in Pension Accounting Dallas, April 2, 2013: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today announced its plans to change its accounting policy for its defined benefit pension plans and other postretirement benefit plans (collectively, "Plans"). Under the new accounting policy, referred to as mark-to-market ("MTM") accounting, the company will recognize actuarial gains and losses and changes in the fair value of the Plans' assets in operating results in the fourth quarter of each year rather than deferring and amortizing them into future years. This change is effective January 1, 2013 and is retrospectively applied to the company's financial results for all periods presented in its Current Report on Form 8-K submitted today. "We believe this accounting change will provide investors with greater transparency into our operating results and will allow investors to better evaluate our underlying operating performance since our Plans' investment gains and losses as well as interest rate changes will be recognized in the year in which they occur, rather than amortizing them over future periods. This accounting policy change will not impact benefits received by participants of these Plans or related funding obligations," said Steven Sterin, chief financial officer. As a result of the retrospective application of this change in accounting policy, Celanese earnings per share from continuing operations for 2012 decreased from $3.81 to $2.35 primarily due to the fourth quarter MTM adjustment of $389 million. Excluding the MTM adjustment, Celanese adjusted earnings per share for 2012 increased from $3.80 to $4.07 on lower amortization of prior period actuarial losses of $53 million. The company does not expect the retrospective application of this change in accounting policy to impact the company's previously communicated growth rate for adjusted earnings per share in 2013. In connection with this change in accounting policy and to properly reflect actual operational expenses of each business segment, the company will change its allocation of net periodic benefit costs. The company will now allocate only the service cost for active employees and amortization of prior service cost components of its Plans to its business segments. All other net periodic benefit cost components will be recorded as Other Activities. The components of net periodic benefit cost that will no longer be allocated to each business segment include interest cost, estimated return on assets and net actuarial gains and losses as these components are considered financing activities managed at the corporate level. The company believes the revised expense allocation will more appropriately match the cost incurred for active employees to the respective business segment. Contacts: Investor Relations Media - U.S. Media - Europe Jon Puckett Linda Beheler Jens Kurth Phone: +1 972 443 4965 Phone: +1 972 443 4924 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 Linda.Beheler@celanese.com J.Kurth@celanese.com Celanese Corporation is a global technology leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. With sales almost equally divided between North America, Europe and Asia, the company uses the full breadth of its global chemistry, technology and business expertise to create value EX 99.1 - 1 -------------------------------------------------------------------------------- for customers and the corporation. Celanese partners with customers to solve their most critical needs while making a positive impact on its communities and the world. Based in Dallas, Texas, Celanese employs approximately 7,600 employees worldwide and had 2012 net sales of $6.4 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com or our 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 product and industry business cycles, particularly in the automotive, electrical, 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 carbon monoxide 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. 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 measure: adjusted earnings per share as a non-U.S. GAAP measure. This measurement is not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measure of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for adjusted earnings per share is earnings per common share-diluted. Use of Non-U.S. GAAP Financial Information • Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as earnings (loss) from continuing operations, adjusted for other charges and other adjustments, and divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated 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 charges and other adjustments 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. 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. EX 99.1 - 2 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 609 3.81 (233 ) (1.46 ) 376 2.35 Deduct: Income tax (provision) benefit (48 ) 103 55 Earnings (loss) from continuing operations before tax 657 (336 ) 321 Other charges and other adjustments (1) 66 389 455 Refinancing and related expenses 8 — 8 Adjusted earnings (loss) from continuing operations before tax 731 53 784 Income tax (provision) benefit on adjusted earnings (2) (124 ) (9 ) (133 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 607 3.80 44 0.27 651 4.07 Diluted shares (in millions) (4) Weighted average shares outstanding 158.3 — 158.3 Dilutive stock options 0.9 — 0.9 Dilutive restricted stock units 0.6 — 0.6 Total diluted shares 159.8 — 159.8 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the year ended December 31, 2012. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 13.1% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2012 (In $ millions) Employee termination benefits 6 Kelsterbach plant relocation 7 Plumbing actions (5 ) Asset impairments 8 Commercial disputes (2 ) Total 14 Other Adjustments: (1) Year Ended December Income Statement 31, 2012 Classification (In $ millions) Business optimization 9 SG&A Kelsterbach plant relocation 14 Cost of sales Plant closures 21 Cost of sales / SG&A (Gain) loss on disposition of assets 1 (Gain) loss on disposition Acetate production interruption costs 10 Cost of sales Equity in net (earnings) InfraServ Hoechst debt restructuring (22 ) loss of affiliates Actuarial (gain) loss on pension and postretirement plans 389 Cost of sales / SG&A / R&D Other 19 Various Total 441 Total other charges and other adjustments 455 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.1 - 3 EX-99.2 4 a20138-k1ex992.htm EXHIBIT 99.2 2013 8-K (1) EX99.2 Exhibit 99.2 This exhibit provides additional information concerning the implications, on a historic basis, of the Company's change in its accounting policy for pension accounting. CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 6,418 — 6,418 Cost of sales (5,226 ) (11 ) (5,237 ) Gross profit 1,192 (11 ) 1,181 Selling, general and administrative expenses (507 ) (323 ) (830 ) Amortization of intangible assets (51 ) — (51 ) Research and development expenses (102 ) (2 ) (104 ) Other (charges) gains, net (14 ) — (14 ) Foreign exchange gain (loss), net (4 ) — (4 ) Gain (loss) on disposition of businesses and assets, net (3 ) — (3 ) Operating profit (loss) 511 (336 ) 175 Equity in net earnings (loss) of affiliates 242 — 242 Interest expense (185 ) — (185 ) Refinancing expense (3 ) — (3 ) Interest income 2 — 2 Dividend income - cost investments 85 — 85 Other income (expense), net 5 — 5 Earnings (loss) from continuing operations before tax 657 (336 ) 321 Income tax (provision) benefit (48 ) 103 55 Earnings (loss) from continuing operations 609 (233 ) 376 Earnings (loss) from operation of discontinued operations (6 ) — (6 ) Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations 2 — 2 Earnings (loss) from discontinued operations (4 ) — (4 ) Net earnings (loss) 605 (233 ) 372 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 605 (233 ) 372 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 605 (233 ) 372 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 609 (233 ) 376 Earnings (loss) from discontinued operations (4 ) — (4 ) Net earnings (loss) 605 (233 ) 372 Earnings (loss) per common share - basic Continuing operations 3.84 (1.47 ) 2.37 Discontinued operations (0.02 ) — (0.02 ) Net earnings (loss) - basic 3.82 (1.47 ) 2.35 Earnings (loss) per common share - diluted Continuing operations 3.81 (1.46 ) 2.35 Discontinued operations (0.02 ) — (0.02 ) Net earnings (loss) - diluted 3.79 (1.46 ) 2.33 Weighted average shares - basic 158,359,914 — 158,359,914 Weighted average shares - diluted 159,830,786 — 159,830,786 EX 99.2 - 1 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 6,763 — 6,763 Cost of sales (5,329 ) (17 ) (5,346 ) Gross profit 1,434 (17 ) 1,417 Selling, general and administrative expenses (536 ) (269 ) (805 ) Amortization of intangible assets (62 ) — (62 ) Research and development expenses (96 ) (2 ) (98 ) Other (charges) gains, net (48 ) — (48 ) Foreign exchange gain (loss), net — — — Gain (loss) on disposition of businesses and assets, net (2 ) — (2 ) Operating profit (loss) 690 (288 ) 402 Equity in net earnings (loss) of affiliates 192 — 192 Interest expense (221 ) — (221 ) Refinancing expense (3 ) — (3 ) Interest income 3 — 3 Dividend income - cost investments 80 — 80 Other income (expense), net 14 — 14 Earnings (loss) from continuing operations before tax 755 (288 ) 467 Income tax (provision) benefit (149 ) 108 (41 ) Earnings (loss) from continuing operations 606 (180 ) 426 Earnings (loss) from operation of discontinued operations 2 — 2 Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations (1 ) — (1 ) Earnings (loss) from discontinued operations 1 — 1 Net earnings (loss) 607 (180 ) 427 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 607 (180 ) 427 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 607 (180 ) 427 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 606 (180 ) 426 Earnings (loss) from discontinued operations 1 — 1 Net earnings (loss) 607 (180 ) 427 Earnings (loss) per common share - basic Continuing operations 3.88 (1.16 ) 2.72 Discontinued operations 0.01 — 0.01 Net earnings (loss) - basic 3.89 (1.16 ) 2.73 Earnings (loss) per common share - diluted Continuing operations 3.81 (1.13 ) 2.68 Discontinued operations 0.01 — 0.01 Net earnings (loss) - diluted 3.82 (1.13 ) 2.69 Weighted average shares - basic 156,226,526 — 156,226,526 Weighted average shares - diluted 158,970,283 — 158,970,283 EX 99.2 - 2 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2010 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 5,918 — 5,918 Cost of sales (4,738 ) (12 ) (4,750 ) Gross profit 1,180 (12 ) 1,168 Selling, general and administrative expenses (505 ) (93 ) (598 ) Amortization of intangible assets (61 ) — (61 ) Research and development expenses (70 ) — (70 ) Other (charges) gains, net (46 ) — (46 ) Foreign exchange gain (loss), net (3 ) — (3 ) Gain (loss) on disposition of businesses and assets, net 8 — 8 Operating profit (loss) 503 (105 ) 398 Equity in net earnings (loss) of affiliates 168 — 168 Interest expense (204 ) — (204 ) Refinancing expense (16 ) — (16 ) Interest income 7 — 7 Dividend income - cost investments 73 — 73 Other income (expense), net 7 — 7 Earnings (loss) from continuing operations before tax 538 (105 ) 433 Income tax (provision) benefit (112 ) 40 (72 ) Earnings (loss) from continuing operations 426 (65 ) 361 Earnings (loss) from operation of discontinued operations (80 ) — (80 ) Gain (loss) on disposition of discontinued operations 2 — 2 Income tax (provision) benefit from discontinued operations 29 — 29 Earnings (loss) from discontinued operations (49 ) — (49 ) Net earnings (loss) 377 (65 ) 312 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 377 (65 ) 312 Cumulative preferred stock dividends (3 ) — (3 ) Net earnings (loss) available to common stockholders 374 (65 ) 309 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 426 (65 ) 361 Earnings (loss) from discontinued operations (49 ) — (49 ) Net earnings (loss) 377 (65 ) 312 Earnings (loss) per common share - basic Continuing operations 2.73 (0.42 ) 2.31 Discontinued operations (0.31 ) — (0.31 ) Net earnings (loss) - basic 2.42 (0.42 ) 2.00 Earnings (loss) per common share - diluted Continuing operations 2.69 (0.41 ) 2.28 Discontinued operations (0.31 ) — (0.31 ) Net earnings (loss) - diluted 2.38 (0.41 ) 1.97 Weighted average shares - basic 154,577,441 — 154,577,441 Weighted average shares - diluted 158,385,497 — 158,385,497 EX 99.2 - 3 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2009 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 5,082 — 5,082 Cost of sales (4,079 ) (16 ) (4,095 ) Gross profit 1,003 (16 ) 987 Selling, general and administrative expenses (474 ) (127 ) (601 ) Amortization of intangible assets (77 ) — (77 ) Research and development expenses (70 ) (3 ) (73 ) Other (charges) gains, net (136 ) — (136 ) Foreign exchange gain (loss), net 2 — 2 Gain (loss) on disposition of businesses and assets, net 42 — 42 Operating profit (loss) 290 (146 ) 144 Equity in net earnings (loss) of affiliates 99 — 99 Interest expense (207 ) — (207 ) Refinancing expense — — — Interest income 8 — 8 Dividend income - cost investments 57 — 57 Other income (expense), net 4 — 4 Earnings (loss) from continuing operations before tax 251 (146 ) 105 Income tax (provision) benefit 243 51 294 Earnings (loss) from continuing operations 494 (95 ) 399 Earnings (loss) from operation of discontinued operations 6 — 6 Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations (2 ) — (2 ) Earnings (loss) from discontinued operations 4 — 4 Net earnings (loss) 498 (95 ) 403 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 498 (95 ) 403 Cumulative preferred stock dividends (10 ) — (10 ) Net earnings (loss) available to common stockholders 488 (95 ) 393 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 494 (95 ) 399 Earnings (loss) from discontinued operations 4 — 4 Net earnings (loss) 498 (95 ) 403 Earnings (loss) per common share - basic Continuing operations 3.37 (0.66 ) 2.71 Discontinued operations 0.03 — 0.03 Net earnings (loss) - basic 3.40 (0.66 ) 2.74 Earnings (loss) per common share - diluted Continuing operations 3.14 (0.60 ) 2.54 Discontinued operations 0.03 — 0.03 Net earnings (loss) - diluted 3.17 (0.60 ) 2.57 Weighted average shares - basic 143,697,904 — 143,697,904 Weighted average shares - diluted 157,124,676 — 157,124,676 EX 99.2 - 4 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2008 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 6,823 — 6,823 Cost of sales (5,567 ) (52 ) (5,619 ) Gross profit 1,256 (52 ) 1,204 Selling, general and administrative expenses (545 ) (486 ) (1,031 ) Amortization of intangible assets (76 ) — (76 ) Research and development expenses (75 ) (9 ) (84 ) Other (charges) gains, net (108 ) — (108 ) Foreign exchange gain (loss), net (4 ) — (4 ) Gain (loss) on disposition of businesses and assets, net (8 ) — (8 ) Operating profit (loss) 440 (547 ) (107 ) Equity in net earnings (loss) of affiliates 172 — 172 Interest expense (261 ) — (261 ) Refinancing expense — — — Interest income 31 — 31 Dividend income - cost investments 48 — 48 Other income (expense), net 3 — 3 Earnings (loss) from continuing operations before tax 433 (547 ) (114 ) Income tax (provision) benefit (63 ) 5 (58 ) Earnings (loss) from continuing operations 370 (542 ) (172 ) Earnings (loss) from operation of discontinued operations (120 ) — (120 ) Gain (loss) on disposition of discontinued operations 6 — 6 Income tax (provision) benefit from discontinued operations 24 — 24 Earnings (loss) from discontinued operations (90 ) — (90 ) Net earnings (loss) 280 (542 ) (262 ) Net (earnings) loss attributable to noncontrolling interests 1 — 1 Net earnings (loss) attributable to Celanese Corporation 281 (542 ) (261 ) Cumulative preferred stock dividends (10 ) — (10 ) Net earnings (loss) available to common stockholders 271 (542 ) (271 ) Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 371 (542 ) (171 ) Earnings (loss) from discontinued operations (90 ) — (90 ) Net earnings (loss) 281 (542 ) (261 ) Earnings (loss) per common share - basic Continuing operations 2.44 (3.66 ) (1.22 ) Discontinued operations (0.61 ) — (0.61 ) Net earnings (loss) - basic 1.83 (3.66 ) (1.83 ) Earnings (loss) per common share - diluted Continuing operations 2.27 (3.49 ) (1.22 ) Discontinued operations (0.55 ) (0.06 ) (0.61 ) Net earnings (loss) - diluted 1.72 (3.55 ) (1.83 ) Weighted average shares - basic 148,355,615 — 148,355,615 Weighted average shares - diluted 163,477,215 (15,121,600 ) 148,355,615 EX 99.2 - 5 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended December 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 1,501 — 1,501 Cost of sales (1,234 ) (23 ) (1,257 ) Gross profit 267 (23 ) 244 Selling, general and administrative expenses (128 ) (348 ) (476 ) Amortization of intangible assets (13 ) — (13 ) Research and development expenses (26 ) (5 ) (31 ) Other (charges) gains, net (13 ) — (13 ) Foreign exchange gain (loss), net — — — Gain (loss) on disposition of businesses and assets, net (1 ) — (1 ) Operating profit (loss) 86 (376 ) (290 ) Equity in net earnings (loss) of affiliates 79 — 79 Interest expense (51 ) — (51 ) Refinancing expense (3 ) — (3 ) Interest income 1 — 1 Dividend income - cost investments — — — Other income (expense), net 1 — 1 Earnings (loss) from continuing operations before tax 113 (376 ) (263 ) Income tax (provision) benefit (16 ) 112 96 Earnings (loss) from continuing operations 97 (264 ) (167 ) Earnings (loss) from operation of discontinued operations (3 ) — (3 ) Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations 1 — 1 Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 95 (264 ) (169 ) Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 95 (264 ) (169 ) Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 95 (264 ) (169 ) Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 97 (264 ) (167 ) Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 95 (264 ) (169 ) Earnings (loss) per common share - basic Continuing operations 0.61 (1.66 ) (1.05 ) Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - basic 0.60 (1.66 ) (1.06 ) Earnings (loss) per common share - diluted Continuing operations 0.60 (1.65 ) (1.05 ) Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - diluted 0.59 (1.65 ) (1.06 ) Weighted average shares - basic 159,519,584 — 159,519,584 Weighted average shares - diluted 160,278,761 (759,177 ) 159,519,584 EX 99.2 - 6 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended September 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 1,609 — 1,609 Cost of sales (1,285 ) 4 (1,281 ) Gross profit 324 4 328 Selling, general and administrative expenses (121 ) 8 (113 ) Amortization of intangible assets (12 ) — (12 ) Research and development expenses (24 ) 1 (23 ) Other (charges) gains, net 2 — 2 Foreign exchange gain (loss), net (4 ) — (4 ) Gain (loss) on disposition of businesses and assets, net (2 ) — (2 ) Operating profit (loss) 163 13 176 Equity in net earnings (loss) of affiliates 50 — 50 Interest expense (44 ) — (44 ) Refinancing expense — — — Interest income — — — Dividend income - cost investments 1 — 1 Other income (expense), net 3 — 3 Earnings (loss) from continuing operations before tax 173 13 186 Income tax (provision) benefit (54 ) (3 ) (57 ) Earnings (loss) from continuing operations 119 10 129 Earnings (loss) from operation of discontinued operations (3 ) — (3 ) Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations 1 — 1 Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 117 10 127 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 117 10 127 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 117 10 127 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 119 10 129 Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 117 10 127 Earnings (loss) per common share - basic Continuing operations 0.75 0.06 0.81 Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - basic 0.74 0.06 0.80 Earnings (loss) per common share - diluted Continuing operations 0.74 0.06 0.80 Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - diluted 0.73 0.06 0.79 Weighted average shares - basic 159,158,280 — 159,158,280 Weighted average shares - diluted 160,129,376 — 160,129,376 EX 99.2 - 7 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended June 30, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 1,675 — 1,675 Cost of sales (1,344 ) 4 (1,340 ) Gross profit 331 4 335 Selling, general and administrative expenses (124 ) 9 (115 ) Amortization of intangible assets (13 ) — (13 ) Research and development expenses (26 ) 1 (25 ) Other (charges) gains, net (3 ) — (3 ) Foreign exchange gain (loss), net (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — — Operating profit (loss) 164 14 178 Equity in net earnings (loss) of affiliates 62 — 62 Interest expense (45 ) — (45 ) Refinancing expense — — — Interest income — — — Dividend income - cost investments 84 — 84 Other income (expense), net (1 ) — (1 ) Earnings (loss) from continuing operations before tax 264 14 278 Income tax (provision) benefit (54 ) (3 ) (57 ) Earnings (loss) from continuing operations 210 11 221 Earnings (loss) from operation of discontinued operations — — — Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations — — — Earnings (loss) from discontinued operations — — — Net earnings (loss) 210 11 221 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 210 11 221 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 210 11 221 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 210 11 221 Earnings (loss) from discontinued operations — — — Net earnings (loss) 210 11 221 Earnings (loss) per common share - basic Continuing operations 1.33 0.07 1.40 Discontinued operations — — — Net earnings (loss) - basic 1.33 0.07 1.40 Earnings (loss) per common share - diluted Continuing operations 1.31 0.07 1.38 Discontinued operations — — — Net earnings (loss) - diluted 1.31 0.07 1.38 Weighted average shares - basic 158,163,378 — 158,163,378 Weighted average shares - diluted 159,778,255 — 159,778,255 EX 99.2 - 8 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended March 31, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 1,633 — 1,633 Cost of sales (1,363 ) 4 (1,359 ) Gross profit 270 4 274 Selling, general and administrative expenses (134 ) 8 (126 ) Amortization of intangible assets (13 ) — (13 ) Research and development expenses (26 ) 1 (25 ) Other (charges) gains, net — — — Foreign exchange gain (loss), net 1 — 1 Gain (loss) on disposition of businesses and assets, net — — — Operating profit (loss) 98 13 111 Equity in net earnings (loss) of affiliates 51 — 51 Interest expense (45 ) — (45 ) Refinancing expense — — — Interest income 1 — 1 Dividend income - cost investments — — — Other income (expense), net 2 — 2 Earnings (loss) from continuing operations before tax 107 13 120 Income tax (provision) benefit 76 (3 ) 73 Earnings (loss) from continuing operations 183 10 193 Earnings (loss) from operation of discontinued operations — — — Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations — — — Earnings (loss) from discontinued operations — — — Net earnings (loss) 183 10 193 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 183 10 193 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 183 10 193 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 183 10 193 Earnings (loss) from discontinued operations — — — Net earnings (loss) 183 10 193 Earnings (loss) per common share - basic Continuing operations 1.17 0.06 1.23 Discontinued operations — — — Net earnings (loss) - basic 1.17 0.06 1.23 Earnings (loss) per common share - diluted Continuing operations 1.15 0.06 1.21 Discontinued operations — — — Net earnings (loss) - diluted 1.15 0.06 1.21 Weighted average shares - basic 156,576,896 — 156,576,896 Weighted average shares - diluted 159,115,232 — 159,115,232 EX 99.2 - 9 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 1,614 — 1,614 Cost of sales (1,342 ) (23 ) (1,365 ) Gross profit 272 (23 ) 249 Selling, general and administrative expenses (128 ) (275 ) (403 ) Amortization of intangible assets (12 ) — (12 ) Research and development expenses (24 ) (4 ) (28 ) Other (charges) gains, net (9 ) — (9 ) Foreign exchange gain (loss), net (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net (1 ) — (1 ) Operating profit (loss) 97 (302 ) (205 ) Equity in net earnings (loss) of affiliates 46 — 46 Interest expense (55 ) — (55 ) Refinancing expense — — — Interest income 1 — 1 Dividend income - cost investments — — — Other income (expense), net 5 — 5 Earnings (loss) from continuing operations before tax 94 (302 ) (208 ) Income tax (provision) benefit 2 112 114 Earnings (loss) from continuing operations 96 (190 ) (94 ) Earnings (loss) from operation of discontinued operations (1 ) — (1 ) Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations — — — Earnings (loss) from discontinued operations (1 ) — (1 ) Net earnings (loss) 95 (190 ) (95 ) Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 95 (190 ) (95 ) Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 95 (190 ) (95 ) Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 96 (190 ) (94 ) Earnings (loss) from discontinued operations (1 ) — (1 ) Net earnings (loss) 95 (190 ) (95 ) Earnings (loss) per common share - basic Continuing operations 0.62 (1.22 ) (0.60 ) Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - basic 0.61 (1.22 ) (0.61 ) Earnings (loss) per common share - diluted Continuing operations 0.61 (1.21 ) (0.60 ) Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - diluted 0.60 (1.21 ) (0.61 ) Weighted average shares - basic 156,401,899 — 156,401,899 Weighted average shares - diluted 158,923,443 (2,521,544 ) 156,401,899 EX 99.2 - 10 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended September 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions, except share and per share data) Net sales 1,807 — 1,807 Cost of sales (1,406 ) 2 (1,404 ) Gross profit 401 2 403 Selling, general and administrative expenses (140 ) 2 (138 ) Amortization of intangible assets (17 ) — (17 ) Research and development expenses (24 ) 1 (23 ) Other (charges) gains, net (24 ) — (24 ) Foreign exchange gain (loss), net 1 — 1 Gain (loss) on disposition of businesses and assets, net (1 ) — (1 ) Operating profit (loss) 196 5 201 Equity in net earnings (loss) of affiliates 57 — 57 Interest expense (54 ) — (54 ) Refinancing expense — — — Interest income 1 — 1 Dividend income - cost investments 1 — 1 Other income (expense), net — — — Earnings (loss) from continuing operations before tax 201 5 206 Income tax (provision) benefit (34 ) (1 ) (35 ) Earnings (loss) from continuing operations 167 4 171 Earnings (loss) from operation of discontinued operations — — — Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations — — — Earnings (loss) from discontinued operations — — — Net earnings (loss) 167 4 171 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 167 4 171 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 167 4 171 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 167 4 171 Earnings (loss) from discontinued operations — — — Net earnings (loss) 167 4 171 Earnings (loss) per common share - basic Continuing operations 1.07 0.02 1.09 Discontinued operations — — — Net earnings (loss) - basic 1.07 0.02 1.09 Earnings (loss) per common share - diluted Continuing operations 1.05 0.03 1.08 Discontinued operations — — — Net earnings (loss) - diluted 1.05 0.03 1.08 Weighted average shares - basic 156,217,032 — 156,217,032 Weighted average shares - diluted 159,041,412 — 159,041,412 EX 99.2 - 11 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended June 30, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 1,753 — 1,753 Cost of sales (1,343 ) 1 (1,342 ) Gross profit 410 1 411 Selling, general and administrative expenses (140 ) 2 (138 ) Amortization of intangible assets (17 ) — (17 ) Research and development expenses (25 ) 1 (24 ) Other (charges) gains, net (18 ) — (18 ) Foreign exchange gain (loss), net (1 ) — (1 ) Gain (loss) on disposition of businesses and assets, net — — — Operating profit (loss) 209 4 213 Equity in net earnings (loss) of affiliates 46 — 46 Interest expense (57 ) — (57 ) Refinancing expense (3 ) — (3 ) Interest income — — — Dividend income - cost investments 79 — 79 Other income (expense), net 6 — 6 Earnings (loss) from continuing operations before tax 280 4 284 Income tax (provision) benefit (75 ) (1 ) (76 ) Earnings (loss) from continuing operations 205 3 208 Earnings (loss) from operation of discontinued operations (3 ) — (3 ) Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations 1 — 1 Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 203 3 206 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 203 3 206 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 203 3 206 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 205 3 208 Earnings (loss) from discontinued operations (2 ) — (2 ) Net earnings (loss) 203 3 206 Earnings (loss) per common share - basic Continuing operations 1.31 0.02 1.33 Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - basic 1.30 0.02 1.32 Earnings (loss) per common share - diluted Continuing operations 1.29 0.01 1.30 Discontinued operations (0.01 ) — (0.01 ) Net earnings (loss) - diluted 1.28 0.01 1.29 Weighted average shares - basic 156,301,518 — 156,301,518 Weighted average shares - diluted 159,230,197 — 159,230,197 EX 99.2 - 12 -------------------------------------------------------------------------------- CELANESE CORPORATION AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended March 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions, except share and per share data) Net sales 1,589 — 1,589 Cost of sales (1,238 ) 3 (1,235 ) Gross profit 351 3 354 Selling, general and administrative expenses (128 ) 2 (126 ) Amortization of intangible assets (16 ) — (16 ) Research and development expenses (23 ) — (23 ) Other (charges) gains, net 3 — 3 Foreign exchange gain (loss), net 1 — 1 Gain (loss) on disposition of businesses and assets, net — — — Operating profit (loss) 188 5 193 Equity in net earnings (loss) of affiliates 43 — 43 Interest expense (55 ) — (55 ) Refinancing expense — — — Interest income 1 — 1 Dividend income - cost investments — — — Other income (expense), net 3 — 3 Earnings (loss) from continuing operations before tax 180 5 185 Income tax (provision) benefit (42 ) (2 ) (44 ) Earnings (loss) from continuing operations 138 3 141 Earnings (loss) from operation of discontinued operations 6 — 6 Gain (loss) on disposition of discontinued operations — — — Income tax (provision) benefit from discontinued operations (2 ) — (2 ) Earnings (loss) from discontinued operations 4 — 4 Net earnings (loss) 142 3 145 Net (earnings) loss attributable to noncontrolling interests — — — Net earnings (loss) attributable to Celanese Corporation 142 3 145 Cumulative preferred stock dividends — — — Net earnings (loss) available to common stockholders 142 3 145 Amounts attributable to Celanese Corporation Earnings (loss) from continuing operations 138 3 141 Earnings (loss) from discontinued operations 4 — 4 Net earnings (loss) 142 3 145 Earnings (loss) per common share - basic Continuing operations 0.88 0.02 0.90 Discontinued operations 0.03 — 0.03 Net earnings (loss) - basic 0.91 0.02 0.93 Earnings (loss) per common share - diluted Continuing operations 0.87 0.01 0.88 Discontinued operations 0.03 — 0.03 Net earnings (loss) - diluted 0.90 0.01 0.91 Weighted average shares - basic 155,981,137 — 155,981,137 Weighted average shares - diluted 158,681,565 — 158,681,565 EX 99.2 - 13 EX-99.3 5 a20138-k1ex993.htm EXHIBIT 99.3 2013 8-K (1) EX99.3 Exhibit 99.3 Non-GAAP Financial Measures This exhibit provides additional information concerning the implications, on a historic basis, of the Company's change in its accounting policy for pension accounting. Use of Non-U.S. GAAP Financial Measures From time to time, management may publicly disclose certain "numerical non-GAAP financial measures" in the course of our financial presentations, earnings releases, earnings conference calls and otherwise. For these purposes, the U.S. Securities and Exchange Commission (“SEC”) defines a "non-GAAP financial measure" as a numerical measure of historical or future financial performance, financial positions, or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and vice versa for measures that include amounts, or is subject to adjustments that effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. For these purposes, "GAAP" refers to generally accepted accounting principles in the United States. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results. The Company presents these non-GAAP financial measures because it believes them to be important supplemental measures of performance that are used by security analysts, investors and other interested parties in the evaluation of companies in our industry. These non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to net earnings (loss), operating profit (loss), cash flow from operating activities, earnings per share or any other financial measures. They may not be indicative of the historical operating results of the Company nor is it intended to be predictive of potential future results. Investors should not consider these non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP. Our management uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparison. Pursuant to the requirements of SEC Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, in the presentation or on a Form 8-K or on our Web site, www.celanese.com, to the extent practicable, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure. This supplemental financial disclosure should be considered within the context of our complete audited financial results for the given period, which are available on the Financial Information / SEC Filings page of the Investor Relations section of our Web site, www.celanese.com. Specific Measures Used This exhibit uses or references the following performance measures: adjusted EBIT, operating EBITDA and adjusted earnings per share as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for adjusted EBIT is net earnings (loss); for operating EBITDA is net earnings (loss); and for adjusted earnings per share is earnings per common share-diluted. Definitions • Adjusted EBIT is defined by the company as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense and taxes, and further adjusted for other charges and other adjustments. We believe that adjusted EBIT is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Our management believes adjusted EBIT is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period to period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT 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. We may provide guidance on adjusted EBIT and are unable to reconcile forecasted adjusted EBIT to a U.S. GAAP financial measure because a forecast of other charges and other adjustments is not practical. Adjusted EBIT by business segment may also be referred to by management as segment income. EX 99.3 - 1 -------------------------------------------------------------------------------- • Operating EBITDA is defined by the company as net earnings (loss) less interest income plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for other charges and other adjustments. 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. Our management believes operating EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period to period after removing the impact of unusual, non-operational or restructuring-related activities that affect comparability. Our management recognizes that operating EBITDA has inherent limitations because of the excluded items. 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. 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 other adjustments is not practical. • Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as earnings (loss) from continuing operations, adjusted for other charges and other adjustments, and divided by the number of basic common shares, convertible preferred shares and dilutive restricted stock units and stock options calculated 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 charges and other adjustments 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. Results Unaudited The results presented in this exhibit, 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. EX 99.3 - 2 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 605 (233 ) 372 (Earnings) loss from discontinued operations 4 — 4 Interest income (2 ) — (2 ) Interest expense 185 — 185 Refinancing expense 3 — 3 Income tax provision (benefit) 48 (103 ) (55 ) Other charges (gains), net (1) 14 — 14 Other adjustments (1) 52 389 441 Adjusted EBIT 909 53 962 Depreciation and amortization expense (2) 300 — 300 Operating EBITDA 1,209 53 1,262 Year Ended December 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties 6 — 6 Industrial Specialties 2 — 2 Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 8 — 8 Depreciation and amortization expense (2) 300 — 300 Total depreciation and amortization expense 308 — 308 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 3 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 86 9 95 Consumer Specialties 244 7 251 Industrial Specialties 82 4 86 Acetyl Intermediates 263 6 269 Other Activities (1) (164 ) (362 ) (526 ) Total 511 (336 ) 175 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 190 — 190 Consumer Specialties 90 — 90 Industrial Specialties — — — Acetyl Intermediates 13 — 13 Other Activities (1) 39 — 39 Total 332 — 332 Other Charges and Other Adjustments (2) Advanced Engineered Materials 16 — 16 Consumer Specialties 34 — 34 Industrial Specialties 2 — 2 Acetyl Intermediates 5 — 5 Other Activities (1) 9 389 398 Total 66 389 455 Adjusted EBIT Advanced Engineered Materials 292 9 301 Consumer Specialties 368 7 375 Industrial Specialties 84 4 88 Acetyl Intermediates 281 6 287 Other Activities (1) (116 ) 27 (89 ) Total 909 53 962 Depreciation and Amortization Expense (3) Advanced Engineered Materials 113 — 113 Consumer Specialties 39 — 39 Industrial Specialties 53 — 53 Acetyl Intermediates 80 — 80 Other Activities (1) 15 — 15 Total 300 — 300 Operating EBITDA Advanced Engineered Materials 405 9 414 Consumer Specialties 407 7 414 Industrial Specialties 137 4 141 Acetyl Intermediates 361 6 367 Other Activities (1) (101 ) 27 (74 ) Total 1,209 53 1,262 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 4 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 609 3.81 (233 ) (1.46 ) 376 2.35 Deduct: Income tax (provision) benefit (48 ) 103 55 Earnings (loss) from continuing operations before tax 657 (336 ) 321 Other charges and other adjustments (1) 66 389 455 Refinancing and related expenses 8 — 8 Adjusted earnings (loss) from continuing operations before tax 731 53 784 Income tax (provision) benefit on adjusted earnings (2) (124 ) (9 ) (133 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 607 3.80 44 0.27 651 4.07 Diluted shares (in millions) (4) Weighted average shares outstanding 158.3 — 158.3 Dilutive stock options 0.9 — 0.9 Dilutive restricted stock units 0.6 — 0.6 Total diluted shares 159.8 — 159.8 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the year ended December 31, 2012. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 13.1% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2012 (In $ millions) Employee termination benefits 6 Kelsterbach plant relocation 7 Plumbing actions (5 ) Asset impairments 8 Commercial disputes (2 ) Total 14 Other Adjustments: (1) Year Ended Income Statement December 31, 2012 Classification (In $ millions) Business optimization 9 SG&A Kelsterbach plant relocation 14 Cost of sales Plant closures 21 Cost of sales / SG&A (Gain) loss on disposition of assets 1 (Gain) loss on disposition Acetate production interruption costs 10 Cost of sales Equity in net (earnings) InfraServ Hoechst debt restructuring (22 ) loss of affiliates Actuarial (gain) loss on pension and postretirement plans 389 Cost of sales / SG&A / R&D Other 19 Various Total 441 Total other charges and other adjustments 455 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 5 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 607 (180 ) 427 (Earnings) loss from discontinued operations (1 ) — (1 ) Interest income (3 ) — (3 ) Interest expense 221 — 221 Refinancing expense 3 — 3 Income tax provision (benefit) 149 (108 ) 41 Other charges (gains), net (1) 48 — 48 Other adjustments (1) 51 306 357 Adjusted EBIT 1,075 18 1,093 Depreciation and amortization expense (2) 287 — 287 Operating EBITDA 1,362 18 1,380 Year Ended December 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials 3 — 3 Consumer Specialties 8 — 8 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 11 — 11 Depreciation and amortization expense (2) 287 — 287 Total depreciation and amortization expense 298 — 298 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 6 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 76 3 79 Consumer Specialties 227 2 229 Industrial Specialties 100 2 102 Acetyl Intermediates 459 (1 ) 458 Other Activities (1) (172 ) (294 ) (466 ) Total 690 (288 ) 402 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 163 — 163 Consumer Specialties 80 — 80 Industrial Specialties 2 — 2 Acetyl Intermediates 10 — 10 Other Activities (1) 31 — 31 Total 286 — 286 Other Charges and Other Adjustments (2) Advanced Engineered Materials 60 — 60 Consumer Specialties 23 — 23 Industrial Specialties 1 — 1 Acetyl Intermediates (3 ) — (3 ) Other Activities (1) 18 306 324 Total 99 306 405 Adjusted EBIT Advanced Engineered Materials 299 3 302 Consumer Specialties 330 2 332 Industrial Specialties 103 2 105 Acetyl Intermediates 466 (1 ) 465 Other Activities (1) (123 ) 12 (111 ) Total 1,075 18 1,093 Depreciation and Amortization Expense (3) Advanced Engineered Materials 97 — 97 Consumer Specialties 36 — 36 Industrial Specialties 45 — 45 Acetyl Intermediates 96 — 96 Other Activities (1) 13 — 13 Total 287 — 287 Operating EBITDA Advanced Engineered Materials 396 3 399 Consumer Specialties 366 2 368 Industrial Specialties 148 2 150 Acetyl Intermediates 562 (1 ) 561 Other Activities (1) (110 ) 12 (98 ) Total 1,362 18 1,380 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 7 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 606 3.81 (180 ) (1.13 ) 426 2.68 Deduct: Income tax (provision) benefit (149 ) 108 (41 ) Earnings (loss) from continuing operations before tax 755 (288 ) 467 Other charges and other adjustments (1) 99 306 405 Refinancing and related expenses 3 — 3 Adjusted earnings (loss) from continuing operations before tax 857 18 875 Income tax (provision) benefit on adjusted earnings (2) (146 ) (12 ) (158 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 711 4.47 6 0.04 717 4.51 Diluted shares (in millions) (4) Weighted average shares outstanding 156.2 — 156.2 Dilutive stock options 1.9 — 1.9 Dilutive restricted stock units 0.8 — 0.8 Total diluted shares 158.9 — 158.9 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the year ended December 31, 2011 is 17% As previously reported and 18% As adjusted. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 7.6% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. EX 99.3 - 8 -------------------------------------------------------------------------------- Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2011 (In $ millions) Employee termination benefits 22 Kelsterbach plant relocation 47 Plumbing actions (6 ) Asset impairments 1 Commercial disputes (15 ) Other (1 ) Total 48 Other Adjustments: (1) Year Ended December 31, 2011 Income Statement Classification (In $ millions) Business optimization 8 SG&A Kelsterbach plant relocation 8 Cost of sales Plant closures 18 Cost of sales / SG&A (Gain) loss on disposition of assets (1 ) (Gain) loss on disposition Write-off of other productive assets (1 ) Cost of sales Commercial disputes 8 Cost of sales / SG&A Actuarial (gain) loss on pension and postretirement plans 306 Cost of sales / SG&A / R&D Other 11 Cost of sales Total 357 Total other charges and other adjustments 405 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 9 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2010 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 377 (65 ) 312 (Earnings) loss from discontinued operations 49 — 49 Interest income (7 ) — (7 ) Interest expense 204 — 204 Refinancing expense 16 — 16 Income tax provision (benefit) 112 (40 ) 72 Other charges (gains), net (1) 46 — 46 Other adjustments (1) 67 84 151 Adjusted EBIT 864 (21 ) 843 Depreciation and amortization expense (2) 258 — 258 Operating EBITDA 1,122 (21 ) 1,101 Year Ended December 31, 2010 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials 4 — 4 Consumer Specialties 5 — 5 Industrial Specialties — — — Acetyl Intermediates 20 — 20 Other Activities (3) — — — Accelerated depreciation and amortization expense 29 — 29 Depreciation and amortization expense (2) 258 — 258 Total depreciation and amortization expense 287 — 287 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 10 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2010 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 186 (4 ) 182 Consumer Specialties 164 (1 ) 163 Industrial Specialties 89 — 89 Acetyl Intermediates 243 (6 ) 237 Other Activities (1) (179 ) (94 ) (273 ) Total 503 (105 ) 398 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 143 — 143 Consumer Specialties 73 — 73 Industrial Specialties — — — Acetyl Intermediates 9 — 9 Other Activities (1) 23 — 23 Total 248 — 248 Other Charges and Other Adjustments (2) Advanced Engineered Materials (38 ) — (38 ) Consumer Specialties 97 — 97 Industrial Specialties (19 ) — (19 ) Acetyl Intermediates 62 — 62 Other Activities (1) 11 84 95 Total 113 84 197 Adjusted EBIT Advanced Engineered Materials 291 (4 ) 287 Consumer Specialties 334 (1 ) 333 Industrial Specialties 70 — 70 Acetyl Intermediates 314 (6 ) 308 Other Activities (1) (145 ) (10 ) (155 ) Total 864 (21 ) 843 Depreciation and Amortization Expense (3) Advanced Engineered Materials 72 — 72 Consumer Specialties 37 — 37 Industrial Specialties 41 — 41 Acetyl Intermediates 97 — 97 Other Activities (1) 11 — 11 Total 258 — 258 Operating EBITDA Advanced Engineered Materials 363 (4 ) 359 Consumer Specialties 371 (1 ) 370 Industrial Specialties 111 — 111 Acetyl Intermediates 411 (6 ) 405 Other Activities (1) (134 ) (10 ) (144 ) Total 1,122 (21 ) 1,101 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 11 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2010 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 426 2.69 (65 ) (0.41 ) 361 2.28 Deduct: Income tax (provision) benefit (112 ) 40 (72 ) Earnings (loss) from continuing operations before tax 538 (105 ) 433 Other charges and other adjustments (1) 113 84 197 Refinancing and related expenses 16 — 16 Adjusted earnings (loss) from continuing operations before tax 667 (21 ) 646 Income tax (provision) benefit on adjusted earnings (2) (133 ) (3 ) (136 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 534 3.37 (24 ) (0.15 ) 510 3.22 Diluted shares (in millions) (4) Weighted average shares outstanding 154.6 — 154.6 Assumed conversion of preferred stock 1.6 — 1.6 Dilutive stock options 1.8 — 1.8 Dilutive restricted stock units 0.4 — 0.4 Total diluted shares 158.4 — 158.4 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the year ended December 31, 2010 is 20% As previously reported and 21% As adjusted. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 15.1% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. EX 99.3 - 12 -------------------------------------------------------------------------------- Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2010 (In $ millions) Employee termination benefits 32 Kelsterbach plant relocation 26 Plumbing actions (59 ) Insurance recoveries (18 ) Asset impairments 74 Plant/office closures 4 Commercial disputes (13 ) Total 46 Other Adjustments: (1) Year Ended December 31, 2010 Income Statement Classification (In $ millions) Business optimization 16 Cost of sales / SG&A Kelsterbach plant relocation (13 ) Cost of sales Plant closures 17 Cost of sales / SG&A Contract termination 22 Cost of sales (Gain) loss on disposition of assets (10 ) (Gain) loss on disposition Write-off of other productive assets 18 Cost of sales Actuarial (gain) loss on pension and postretirement plans 84 Cost of sales / SG&A / R&D Other 17 Various Total 151 Total other charges and other adjustments 197 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 13 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2009 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 498 (95 ) 403 (Earnings) loss from discontinued operations (4 ) — (4 ) Interest income (8 ) — (8 ) Interest expense 207 — 207 Income tax provision (benefit) (243 ) (51 ) (294 ) Other charges (gains), net (1) 136 — 136 Other adjustments (1) (19 ) 104 85 Adjusted EBIT 567 (42 ) 525 Depreciation and amortization expense (2) 290 — 290 Operating EBITDA 857 (42 ) 815 Year Ended December 31, 2009 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials 1 — 1 Consumer Specialties — — — Industrial Specialties 5 — 5 Acetyl Intermediates 12 — 12 Other Activities (3) — — — Accelerated depreciation and amortization expense 18 — 18 Depreciation and amortization expense (2) 290 — 290 Total depreciation and amortization expense 308 — 308 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 14 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2009 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 38 (2 ) 36 Consumer Specialties 231 (1 ) 230 Industrial Specialties 89 — 89 Acetyl Intermediates 92 (4 ) 88 Other Activities (1) (160 ) (139 ) (299 ) Total 290 (146 ) 144 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 76 — 76 Consumer Specialties 57 — 57 Industrial Specialties — — — Acetyl Intermediates 9 — 9 Other Activities (1) 18 — 18 Total 160 — 160 Other Charges and Other Adjustments (2) Advanced Engineered Materials — — — Consumer Specialties 10 — 10 Industrial Specialties (26 ) — (26 ) Acetyl Intermediates 103 — 103 Other Activities (1) 30 104 134 Total 117 104 221 Adjusted EBIT Advanced Engineered Materials 114 (2 ) 112 Consumer Specialties 298 (1 ) 297 Industrial Specialties 63 — 63 Acetyl Intermediates 204 (4 ) 200 Other Activities (1) (112 ) (35 ) (147 ) Total 567 (42 ) 525 Depreciation and Amortization Expense (3) Advanced Engineered Materials 72 — 72 Consumer Specialties 50 — 50 Industrial Specialties 46 — 46 Acetyl Intermediates 111 — 111 Other Activities (1) 11 — 11 Total 290 — 290 Operating EBITDA Advanced Engineered Materials 186 (2 ) 184 Consumer Specialties 348 (1 ) 347 Industrial Specialties 109 — 109 Acetyl Intermediates 315 (4 ) 311 Other Activities (1) (101 ) (35 ) (136 ) Total 857 (42 ) 815 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 15 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2009 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 494 3.14 (95 ) (0.60 ) 399 2.54 Deduct: Income tax (provision) benefit 243 51 294 Earnings (loss) from continuing operations before tax 251 (146 ) 105 Other charges and other adjustments (1) 117 104 221 Adjusted earnings (loss) from continuing operations before tax 368 (42 ) 326 Income tax (provision) benefit on adjusted earnings (2) (93 ) 15 (78 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 275 1.75 (27 ) (0.17 ) 248 1.58 Diluted shares (in millions) (4) Weighted average shares outstanding 143.7 — 143.7 Assumed conversion of preferred stock 12.1 — 12.1 Dilutive stock options 1.1 — 1.1 Dilutive restricted stock units 0.2 — 0.2 Total diluted shares 157.1 — 157.1 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The average adjusted effective tax rate for the year ended December 31, 2009 is 25% As previously reported and 24% As adjusted. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 17.9% vs. expected plan asset returns of 7.94%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2009 (In $ millions) Employee termination benefits 105 Kelsterbach plant relocation 16 Plumbing actions (10 ) Insurance recoveries (6 ) Asset impairments 14 Plant/office closures 17 Total 136 Other Adjustments: (1) Year Ended December 31, 2009 Income Statement Classification (In $ millions) Business optimization 7 SG&A Plant closures 25 Cost of sales (Gain) on sale of PVOH business (34 ) (Gain) loss on disposition Actuarial (gain) loss on pension and postretirement plans 104 Cost of sales / SG&A / R&D Other (17 ) Various Total 85 Total other charges and other adjustments 221 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 16 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2008 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 280 (542 ) (262 ) (Earnings) loss from discontinued operations 90 — 90 Interest income (31 ) — (31 ) Interest expense 261 — 261 Income tax provision (benefit) 63 (5 ) 58 Other charges (gains), net (1) 108 — 108 Other adjustments (1) 63 551 614 Adjusted EBIT 834 4 838 Depreciation and amortization expense (2) 329 — 329 Operating EBITDA 1,163 4 1,167 Year Ended December 31, 2008 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties — — — Industrial Specialties 5 — 5 Acetyl Intermediates 16 — 16 Other Activities (3) — — — Accelerated depreciation and amortization expense 21 — 21 Depreciation and amortization expense (2) 329 — 329 Total depreciation and amortization expense 350 — 350 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 17 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Year Ended December 31, 2008 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 37 (5 ) 32 Consumer Specialties 190 (1 ) 189 Industrial Specialties 47 (2 ) 45 Acetyl Intermediates 304 (4 ) 300 Other Activities (1) (138 ) (535 ) (673 ) Total 440 (547 ) (107 ) Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 153 — 153 Consumer Specialties 47 — 47 Industrial Specialties — — — Acetyl Intermediates 8 — 8 Other Activities (1) 15 — 15 Total 223 — 223 Other Charges and Other Adjustments (2) Advanced Engineered Materials 25 — 25 Consumer Specialties 3 — 3 Industrial Specialties 13 — 13 Acetyl Intermediates 108 — 108 Other Activities (1) 22 551 573 Total 171 551 722 Adjusted EBIT Advanced Engineered Materials 215 (5 ) 210 Consumer Specialties 240 (1 ) 239 Industrial Specialties 60 (2 ) 58 Acetyl Intermediates 420 (4 ) 416 Other Activities (1) (101 ) 16 (85 ) Total 834 4 838 Depreciation and Amortization Expense (3) Advanced Engineered Materials 76 — 76 Consumer Specialties 53 — 53 Industrial Specialties 57 — 57 Acetyl Intermediates 134 — 134 Other Activities (1) 9 — 9 Total 329 — 329 Operating EBITDA Advanced Engineered Materials 291 (5 ) 286 Consumer Specialties 293 (1 ) 292 Industrial Specialties 117 (2 ) 115 Acetyl Intermediates 554 (4 ) 550 Other Activities (1) (92 ) 16 (76 ) Total 1,163 4 1,167 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 18 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Year Ended December 31, 2008 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 370 2.27 (542 ) (3.49 ) (172 ) (1.22 ) Deduct: Income tax (provision) benefit (63 ) 5 (58 ) Earnings (loss) from continuing operations before tax 433 (547 ) (114 ) Other charges and other adjustments (1) 171 551 722 Adjusted earnings (loss) from continuing operations before tax 604 4 608 Income tax (provision) benefit on adjusted earnings (2) (157 ) (1 ) (158 ) Noncontrolling interests 1 — 1 Adjusted earnings (loss) from continuing operations (4) 448 2.74 (3) 3 0.02 451 2.76 Diluted shares (in millions) (5) Weighted average shares outstanding 148.4 — 148.4 Assumed conversion of preferred stock 12.0 — 12.0 Dilutive stock options 2.6 — 2.6 Dilutive restricted stock units 0.5 — 0.5 Total diluted shares 163.5 — 163.5 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 26% for the year ended December 31, 2008. (3) Reported for the first time since retrospectively applying the equity method of accounting to the Company's investment in National Methanol Company (“Ibn Sina”). See the Company's Form 10-K for the year ended December 31, 2010 for more information. (4) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of (18.2)% vs. expected plan asset returns of 8.05%. (5) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. EX 99.3 - 19 -------------------------------------------------------------------------------- Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Year Ended December 31, 2008 (In $ millions) Employee termination benefits 21 Kelsterbach plant relocation 12 Insurance recoveries (38 ) Asset impairments 115 Plant/office closures 7 Commercial disputes (8 ) Other (1 ) Total 108 Other Adjustments: (1) Year Ended December 31, 2008 Income Statement Classification (In $ millions) Business optimization 33 SG&A Kelsterbach plant relocation (4 ) Cost of sales Plant closures 23 Cost of sales Ethylene pipeline exit costs (2 ) Other (income) expense, net Actuarial (gain) loss on pension and postretirement plans 551 Cost of sales / SG&A / R&D Other 13 Various Total 614 Total other charges and other adjustments 722 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 20 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 95 (264 ) (169 ) (Earnings) loss from discontinued operations 2 — 2 Interest income (1 ) — (1 ) Interest expense 51 — 51 Refinancing expense 3 — 3 Income tax provision (benefit) 16 (112 ) (96 ) Other charges (gains), net (1) 13 — 13 Other adjustments (1) (4 ) 389 385 Adjusted EBIT 175 13 188 Depreciation and amortization expense (2) 79 — 79 Operating EBITDA 254 13 267 Three Months Ended December 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties 2 — 2 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 2 — 2 Depreciation and amortization expense (2) 79 — 79 Total depreciation and amortization expense 81 — 81 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 21 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 1 3 4 Consumer Specialties 60 2 62 Industrial Specialties 6 — 6 Acetyl Intermediates 64 2 66 Other Activities (1) (45 ) (383 ) (428 ) Total 86 (376 ) (290 ) Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 47 — 47 Consumer Specialties 5 — 5 Industrial Specialties — — — Acetyl Intermediates 8 — 8 Other Activities (1) 20 — 20 Total 80 — 80 Other Charges and Other Adjustments (2) Advanced Engineered Materials 11 — 11 Consumer Specialties 11 — 11 Industrial Specialties — — — Acetyl Intermediates (5 ) — (5 ) Other Activities (1) (8 ) 389 381 Total 9 389 398 Adjusted EBIT Advanced Engineered Materials 59 3 62 Consumer Specialties 76 2 78 Industrial Specialties 6 — 6 Acetyl Intermediates 67 2 69 Other Activities (1) (33 ) 6 (27 ) Total 175 13 188 Depreciation and Amortization Expense (3) Advanced Engineered Materials 29 — 29 Consumer Specialties 10 — 10 Industrial Specialties 14 — 14 Acetyl Intermediates 21 — 21 Other Activities (1) 5 — 5 Total 79 — 79 Operating EBITDA Advanced Engineered Materials 88 3 91 Consumer Specialties 86 2 88 Industrial Specialties 20 — 20 Acetyl Intermediates 88 2 90 Other Activities (1) (28 ) 6 (22 ) Total 254 13 267 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 22 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended December 31, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 97 0.60 (264 ) (1.65 ) (167 ) (1.05 ) Deduct: Income tax (provision) benefit (16 ) 112 96 Earnings (loss) from continuing operations before tax 113 (376 ) (263 ) Other charges and other adjustments (1) 9 389 398 Refinancing and related expenses 8 — 8 Adjusted earnings (loss) from continuing operations before tax 130 13 143 Income tax (provision) benefit on adjusted earnings (2) (22 ) (2 ) (24 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 108 0.67 11 0.07 119 0.74 Diluted shares (in millions) (4) Weighted average shares outstanding 159.5 — 159.5 Dilutive stock options 0.2 — 0.2 Dilutive restricted stock units 0.5 — 0.5 Total diluted shares 160.2 — 160.2 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the three months ended December 31, 2012. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 13.1% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended December 31, 2012 (In $ millions) Employee termination benefits 4 Kelsterbach plant relocation 2 Plumbing actions (1 ) Asset impairments 8 Total 13 Other Adjustments: (1) Three Months Ended Income Statement December 31, 2012 Classification (In $ millions) Business optimization 1 SG&A Kelsterbach plant relocation 10 Cost of sales Plant closures 5 Cost of sales / SG&A Equity in net (earnings) InfraServ Hoechst debt restructuring (22 ) loss of affiliates Actuarial loss on pension and postretirement plans 389 Cost of sales / SG&A / R&D Other 2 Cost of sales Total 385 Total other charges and other adjustments 398 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 23 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended September 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 117 10 127 (Earnings) loss from discontinued operations 2 — 2 Interest income — — — Interest expense 44 — 44 Refinancing expense — — — Income tax provision (benefit) 54 3 57 Other charges (gains), net (1) (2 ) — (2 ) Other adjustments (1) 8 — 8 Adjusted EBIT 223 13 236 Depreciation and amortization expense (2) 75 — 75 Operating EBITDA 298 13 311 Three Months Ended September 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties 3 — 3 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 3 — 3 Depreciation and amortization expense (2) 75 — 75 Total depreciation and amortization expense 78 — 78 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 24 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended September 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 43 1 44 Consumer Specialties 70 2 72 Industrial Specialties 23 2 25 Acetyl Intermediates 62 1 63 Other Activities (1) (35 ) 7 (28 ) Total 163 13 176 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 45 — 45 Consumer Specialties — — — Industrial Specialties — — — Acetyl Intermediates 2 — 2 Other Activities (1) 7 — 7 Total 54 — 54 Other Charges and Other Adjustments (2) Advanced Engineered Materials (8 ) — (8 ) Consumer Specialties 7 — 7 Industrial Specialties — — — Acetyl Intermediates 7 — 7 Other Activities (1) — — — Total 6 — 6 Adjusted EBIT Advanced Engineered Materials 80 1 81 Consumer Specialties 77 2 79 Industrial Specialties 23 2 25 Acetyl Intermediates 71 1 72 Other Activities (1) (28 ) 7 (21 ) Total 223 13 236 Depreciation and Amortization Expense (3) Advanced Engineered Materials 29 — 29 Consumer Specialties 10 — 10 Industrial Specialties 13 — 13 Acetyl Intermediates 20 — 20 Other Activities (1) 3 — 3 Total 75 — 75 Operating EBITDA Advanced Engineered Materials 109 1 110 Consumer Specialties 87 2 89 Industrial Specialties 36 2 38 Acetyl Intermediates 91 1 92 Other Activities (1) (25 ) 7 (18 ) Total 298 13 311 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 25 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended September 30, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 119 0.74 10 0.06 129 0.80 Deduct: Income tax (provision) benefit (54 ) (3 ) (57 ) Earnings (loss) from continuing operations before tax 173 13 186 Other charges and other adjustments (1) 6 — 6 Refinancing and related expenses — — — Adjusted earnings (loss) from continuing operations before tax 179 13 192 Income tax (provision) benefit on adjusted earnings (2) (30 ) (3 ) (33 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 149 0.93 10 0.06 159 0.99 Diluted shares (in millions) (3) Weighted average shares outstanding 159.1 — 159.1 Dilutive stock options 0.3 — 0.3 Dilutive restricted stock units 0.7 — 0.7 Total diluted shares 160.1 — 160.1 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the three months ended September 30, 2012. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended September 30, 2012 (In $ millions) Employee termination benefits 1 Kelsterbach plant relocation 3 Plumbing actions (4 ) Commercial disputes (2 ) Total (2 ) Other Adjustments: (1) Three Months Ended September 30, 2012 Income Statement Classification (In $ millions) Kelsterbach plant relocation (7 ) Cost of sales Plant closures 10 Cost of sales / SG&A (Gain) loss on disposition of assets 1 (Gain) loss on disposition Other 4 Various Total 8 Total other charges and other adjustments 6 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 26 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended June 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 210 11 221 (Earnings) loss from discontinued operations — — — Interest income — — — Interest expense 45 — 45 Refinancing expense — — — Income tax provision (benefit) 54 3 57 Other charges (gains), net (1) 3 — 3 Other adjustments (1) 16 — 16 Adjusted EBIT 328 14 342 Depreciation and amortization expense (2) 74 — 74 Operating EBITDA 402 14 416 Three Months Ended June 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties 1 — 1 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 1 — 1 Depreciation and amortization expense (2) 74 — 74 Total depreciation and amortization expense 75 — 75 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 27 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended June 30, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 21 2 23 Consumer Specialties 75 2 77 Industrial Specialties 34 1 35 Acetyl Intermediates 77 1 78 Other Activities (1) (43 ) 8 (35 ) Total 164 14 178 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 55 — 55 Consumer Specialties 84 — 84 Industrial Specialties — — — Acetyl Intermediates 2 — 2 Other Activities (1) 4 — 4 Total 145 — 145 Other Charges and Other Adjustments (2) Advanced Engineered Materials 10 — 10 Consumer Specialties (1 ) — (1 ) Industrial Specialties — — — Acetyl Intermediates 1 — 1 Other Activities (1) 9 — 9 Total 19 — 19 Adjusted EBIT Advanced Engineered Materials 86 2 88 Consumer Specialties 158 2 160 Industrial Specialties 34 1 35 Acetyl Intermediates 80 1 81 Other Activities (1) (30 ) 8 (22 ) Total 328 14 342 Depreciation and Amortization Expense (3) Advanced Engineered Materials 28 — 28 Consumer Specialties 10 — 10 Industrial Specialties 13 — 13 Acetyl Intermediates 19 — 19 Other Activities (1) 4 — 4 Total 74 — 74 Operating EBITDA Advanced Engineered Materials 114 2 116 Consumer Specialties 168 2 170 Industrial Specialties 47 1 48 Acetyl Intermediates 99 1 100 Other Activities (1) (26 ) 8 (18 ) Total 402 14 416 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 28 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended June 30, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 210 1.31 11 0.07 221 1.38 Deduct: Income tax (provision) benefit (54 ) (3 ) (57 ) Earnings (loss) from continuing operations before tax 264 14 278 Other charges and other adjustments (1) 19 — 19 Refinancing and related expenses — — — Adjusted earnings (loss) from continuing operations before tax 283 14 297 Income tax (provision) benefit on adjusted earnings (2) (48 ) (2 ) (50 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 235 1.47 12 0.08 247 1.55 Diluted shares (in millions) (3) Weighted average shares outstanding 158.2 — 158.2 Dilutive stock options 1.0 — 1.0 Dilutive restricted stock units 0.6 — 0.6 Total diluted shares 159.8 — 159.8 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the three months ended June 30, 2012. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended June 30, 2012 (In $ millions) Employee termination benefits 1 Kelsterbach plant relocation 2 Total 3 Other Adjustments: (1) Three Months Ended June 30, 2012 Income Statement Classification (In $ millions) Business optimization 3 SG&A Kelsterbach plant relocation 8 Cost of sales Plant closures 2 Cost of sales Other 3 Various Total 16 Total other charges and other adjustments 19 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 29 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended March 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 183 10 193 (Earnings) loss from discontinued operations — — — Interest income (1 ) — (1 ) Interest expense 45 — 45 Refinancing expense — — — Income tax provision (benefit) (76 ) 3 (73 ) Other charges (gains), net (1) — — — Other adjustments (1) 32 — 32 Adjusted EBIT 183 13 196 Depreciation and amortization expense (2) 72 — 72 Operating EBITDA 255 13 268 Three Months Ended March 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties — — — Industrial Specialties 2 — 2 Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 2 — 2 Depreciation and amortization expense (2) 72 — 72 Total depreciation and amortization expense 74 — 74 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 30 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended March 31, 2012 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 21 3 24 Consumer Specialties 39 1 40 Industrial Specialties 19 1 20 Acetyl Intermediates 60 2 62 Other Activities (1) (41 ) 6 (35 ) Total 98 13 111 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 43 — 43 Consumer Specialties 1 — 1 Industrial Specialties — — — Acetyl Intermediates 1 — 1 Other Activities (1) 8 — 8 Total 53 — 53 Other Charges and Other Adjustments (2) Advanced Engineered Materials 3 — 3 Consumer Specialties 17 — 17 Industrial Specialties 2 — 2 Acetyl Intermediates 2 — 2 Other Activities (1) 8 — 8 Total 32 — 32 Adjusted EBIT Advanced Engineered Materials 67 3 70 Consumer Specialties 57 1 58 Industrial Specialties 21 1 22 Acetyl Intermediates 63 2 65 Other Activities (1) (25 ) 6 (19 ) Total 183 13 196 Depreciation and Amortization Expense (3) Advanced Engineered Materials 27 — 27 Consumer Specialties 9 — 9 Industrial Specialties 13 — 13 Acetyl Intermediates 20 — 20 Other Activities (1) 3 — 3 Total 72 — 72 Operating EBITDA Advanced Engineered Materials 94 3 97 Consumer Specialties 66 1 67 Industrial Specialties 34 1 35 Acetyl Intermediates 83 2 85 Other Activities (1) (22 ) 6 (16 ) Total 255 13 268 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 31 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended March 31, 2012 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 183 1.15 10 0.06 193 1.21 Deduct: Income tax (provision) benefit 76 (3 ) 73 Earnings (loss) from continuing operations before tax 107 13 120 Other charges and other adjustments (1) 32 — 32 Refinancing and related expenses — — — Adjusted earnings (loss) from continuing operations before tax 139 13 152 Income tax (provision) benefit on adjusted earnings (2) (24 ) (2 ) (26 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 115 0.72 11 0.07 126 0.79 Diluted shares (in millions) (3) Weighted average shares outstanding 156.5 — 156.5 Dilutive stock options 1.9 — 1.9 Dilutive restricted stock units 0.7 — 0.7 Total diluted shares 159.1 — 159.1 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate is 17% for the three months ended March 31, 2012. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended March 31, 2012 (In $ millions) Total — Other Adjustments: (1) Three Months Ended March 31, 2012 Income Statement Classification (In $ millions) Business optimization 5 SG&A Kelsterbach plant relocation 3 Cost of sales Plant closures 4 Cost of sales / SG&A Acetate production interruption costs 10 Cost of sales Other 10 Various Total 32 Total other charges and other adjustments 32 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 32 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions) Net earnings (loss) 95 (190 ) (95 ) (Earnings) loss from discontinued operations 1 — 1 Interest income (1 ) — (1 ) Interest expense 55 — 55 Refinancing expense — — — Income tax provision (benefit) (2 ) (112 ) (114 ) Other charges (gains), net (1) 9 — 9 Other adjustments (1) 10 306 316 Adjusted EBIT 167 4 171 Depreciation and amortization expense (2) 76 — 76 Operating EBITDA 243 4 247 Three Months Ended December 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties 1 — 1 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 1 — 1 Depreciation and amortization expense (2) 76 — 76 Total depreciation and amortization expense 77 — 77 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 33 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials (3 ) (1 ) (4 ) Consumer Specialties 59 (1 ) 58 Industrial Specialties 17 — 17 Acetyl Intermediates 67 (3 ) 64 Other Activities (1) (43 ) (297 ) (340 ) Total 97 (302 ) (205 ) Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 36 — 36 Consumer Specialties — — — Industrial Specialties 1 — 1 Acetyl Intermediates 3 — 3 Other Activities (1) 11 — 11 Total 51 — 51 Other Charges and Other Adjustments (2) Advanced Engineered Materials 8 — 8 Consumer Specialties 5 — 5 Industrial Specialties 1 — 1 Acetyl Intermediates 4 — 4 Other Activities (1) 1 306 307 Total 19 306 325 Adjusted EBIT Advanced Engineered Materials 41 (1 ) 40 Consumer Specialties 64 (1 ) 63 Industrial Specialties 19 — 19 Acetyl Intermediates 74 (3 ) 71 Other Activities (1) (31 ) 9 (22 ) Total 167 4 171 Depreciation and Amortization Expense (3) Advanced Engineered Materials 32 — 32 Consumer Specialties 9 — 9 Industrial Specialties 11 — 11 Acetyl Intermediates 21 — 21 Other Activities (1) 3 — 3 Total 76 — 76 Operating EBITDA Advanced Engineered Materials 73 (1 ) 72 Consumer Specialties 73 (1 ) 72 Industrial Specialties 30 — 30 Acetyl Intermediates 95 (3 ) 92 Other Activities (1) (28 ) 9 (19 ) Total 243 4 247 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 34 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended December 31, 2011 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 96 0.61 (190 ) (1.21 ) (94 ) (0.60 ) Deduct: Income tax (provision) benefit 2 112 114 Earnings (loss) from continuing operations before tax 94 (302 ) (208 ) Other charges and other adjustments (1) 19 306 325 Refinancing and related expenses (2 ) — (2 ) Adjusted earnings (loss) from continuing operations before tax 111 4 115 Income tax (provision) benefit on adjusted earnings (2) (19 ) (2 ) (21 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations (3) 92 0.58 2 0.01 94 0.59 Diluted shares (in millions) (4) Weighted average shares outstanding 156.4 — 156.4 Dilutive stock options 1.8 — 1.8 Dilutive restricted stock units 0.7 — 0.7 Total diluted shares 158.9 — 158.9 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the three months ended December 31, 2011 is 17% As previously reported and 18% As adjusted. (3) The As adjusted amount excludes the immediate recognition of actuarial gains and losses and the impact of actual plan asset returns of 7.6% vs. expected plan asset returns of 8.06%. (4) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended December 31, 2011 (In $ millions) Employee termination benefits 4 Kelsterbach plant relocation 4 Asset impairments 1 Total 9 Other Adjustments: (1) Three Months Ended December 31, 2011 Income Statement Classification (In $ millions) Business optimization 1 SG&A Kelsterbach plant relocation 1 Cost of sales Plant closures 3 Cost of sales / SG&A Commercial disputes 1 SG&A Actuarial (gain) loss on pension and postretirement plans 306 Cost of sales / SG&A / R&D Other 4 Cost of sales Total 316 Total other charges and other adjustments 325 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 35 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended September 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 167 4 171 (Earnings) loss from discontinued operations — — — Interest income (1 ) — (1 ) Interest expense 54 — 54 Refinancing expense — — — Income tax provision (benefit) 34 1 35 Other charges (gains), net (1) 24 — 24 Other adjustments (1) 19 — 19 Adjusted EBIT 297 5 302 Depreciation and amortization expense (2) 77 — 77 Operating EBITDA 374 5 379 Three Months Ended September 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials — — — Consumer Specialties — — — Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense — — — Depreciation and amortization expense (2) 77 — 77 Total depreciation and amortization expense 77 — 77 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 36 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended September 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 14 2 16 Consumer Specialties 66 1 67 Industrial Specialties 30 1 31 Acetyl Intermediates 128 1 129 Other Activities (1) (42 ) — (42 ) Total 196 5 201 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 53 — 53 Consumer Specialties — — — Industrial Specialties 1 — 1 Acetyl Intermediates 3 — 3 Other Activities (1) 1 — 1 Total 58 — 58 Other Charges and Other Adjustments (2) Advanced Engineered Materials 18 — 18 Consumer Specialties 3 — 3 Industrial Specialties — — — Acetyl Intermediates 12 — 12 Other Activities (1) 10 — 10 Total 43 — 43 Adjusted EBIT Advanced Engineered Materials 85 2 87 Consumer Specialties 69 1 70 Industrial Specialties 31 1 32 Acetyl Intermediates 143 1 144 Other Activities (1) (31 ) — (31 ) Total 297 5 302 Depreciation and Amortization Expense (3) Advanced Engineered Materials 27 — 27 Consumer Specialties 9 — 9 Industrial Specialties 12 — 12 Acetyl Intermediates 25 — 25 Other Activities (1) 4 — 4 Total 77 — 77 Operating EBITDA Advanced Engineered Materials 112 2 114 Consumer Specialties 78 1 79 Industrial Specialties 43 1 44 Acetyl Intermediates 168 1 169 Other Activities (1) (27 ) — (27 ) Total 374 5 379 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 37 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended September 30, 2011 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 167 1.05 4 0.03 171 1.08 Deduct: Income tax (provision) benefit (34 ) (1 ) (35 ) Earnings (loss) from continuing operations before tax 201 5 206 Other charges and other adjustments (1) 43 — 43 Refinancing and related expenses (1 ) — (1 ) Adjusted earnings (loss) from continuing operations before tax 243 5 248 Income tax (provision) benefit on adjusted earnings (2) (41 ) (4 ) (45 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 202 1.27 1 0.01 203 1.28 Diluted shares (in millions) (3) Weighted average shares outstanding 156.2 — 156.2 Dilutive stock options 1.9 — 1.9 Dilutive restricted stock units 0.9 — 0.9 Total diluted shares 159.0 — 159.0 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the three months ended September 30, 2011 is 17% as previously reported and 18% as adjusted. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended September 30, 2011 (In $ millions) Employee termination benefits 5 Kelsterbach plant relocation 14 Plumbing actions (2 ) Commercial disputes 7 Total 24 Other Adjustments: (1) Three Months Ended September 30, 2011 Income Statement Classification (In $ millions) Business optimization 2 SG&A Kelsterbach plant relocation 5 Cost of sales Plant closures 2 Cost of sales / SG&A (Gain) loss on disposition of assets (1 ) (Gain) loss on disposition Commercial disputes 7 Cost of sales Other 4 Cost of sales Total 19 Total other charges and other adjustments 43 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 38 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended June 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 203 3 206 (Earnings) loss from discontinued operations 2 — 2 Interest income — — — Interest expense 57 — 57 Refinancing expense 3 — 3 Income tax provision (benefit) 75 1 76 Other charges (gains), net (1) 18 — 18 Other adjustments (1) 15 — 15 Adjusted EBIT 373 4 377 Depreciation and amortization expense (2) 68 — 68 Operating EBITDA 441 4 445 Three Months Ended June 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials 1 — 1 Consumer Specialties 3 — 3 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 4 — 4 Depreciation and amortization expense (2) 68 — 68 Total depreciation and amortization expense 72 — 72 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 39 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended June 30, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 27 — 27 Consumer Specialties 48 1 49 Industrial Specialties 28 — 28 Acetyl Intermediates 152 1 153 Other Activities (1) (46 ) 2 (44 ) Total 209 4 213 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 39 — 39 Consumer Specialties 79 — 79 Industrial Specialties — — — Acetyl Intermediates 2 — 2 Other Activities (1) 11 — 11 Total 131 — 131 Other Charges and Other Adjustments (2) Advanced Engineered Materials 22 — 22 Consumer Specialties 10 — 10 Industrial Specialties — — — Acetyl Intermediates (2 ) — (2 ) Other Activities (1) 3 — 3 Total 33 — 33 Adjusted EBIT Advanced Engineered Materials 88 — 88 Consumer Specialties 137 1 138 Industrial Specialties 28 — 28 Acetyl Intermediates 152 1 153 Other Activities (1) (32 ) 2 (30 ) Total 373 4 377 Depreciation and Amortization Expense (3) Advanced Engineered Materials 19 — 19 Consumer Specialties 10 — 10 Industrial Specialties 12 — 12 Acetyl Intermediates 25 — 25 Other Activities (1) 2 — 2 Total 68 — 68 Operating EBITDA Advanced Engineered Materials 107 — 107 Consumer Specialties 147 1 148 Industrial Specialties 40 — 40 Acetyl Intermediates 177 1 178 Other Activities (1) (30 ) 2 (28 ) Total 441 4 445 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 40 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended June 30, 2011 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 205 1.29 3 0.01 208 1.30 Deduct: Income tax (provision) benefit (75 ) (1 ) (76 ) Earnings (loss) from continuing operations before tax 280 4 284 Other charges and other adjustments (1) 33 — 33 Refinancing and related expenses 6 — 6 Adjusted earnings (loss) from continuing operations before tax 319 4 323 Income tax (provision) benefit on adjusted earnings (2) (54 ) (4 ) (58 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 265 1.66 — — 265 1.66 Diluted shares (in millions) (3) Weighted average shares outstanding 156.3 — 156.3 Dilutive stock options 2.0 — 2.0 Dilutive restricted stock units 0.9 — 0.9 Total diluted shares 159.2 — 159.2 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the three months ended June 30, 2011 is 17% as previously reported and 18% as adjusted. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended June 30, 2011 (In $ millions) Employee termination benefits 9 Kelsterbach plant relocation 16 Plumbing actions (4 ) Commercial disputes (2 ) Other (1 ) Total 18 Other Adjustments: (1) Three Months Ended June 30, 2011 Income Statement Classification (In $ millions) Business optimization 2 SG&A Kelsterbach plant relocation 5 Cost of sales Plant closures 7 Cost of sales / SG&A (Gain) loss on disposition of assets (1 ) (Gain) loss on disposition Write-off of other productive assets (1 ) Cost of sales Other 3 Cost of sales Total 15 Total other charges and other adjustments 33 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 41 -------------------------------------------------------------------------------- Reconciliation of Consolidated Net Earnings (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended March 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Net earnings (loss) 142 3 145 (Earnings) loss from discontinued operations (4 ) — (4 ) Interest income (1 ) — (1 ) Interest expense 55 — 55 Refinancing expense — — — Income tax provision (benefit) 42 2 44 Other charges (gains), net (1) (3 ) — (3 ) Other adjustments (1) 7 — 7 Adjusted EBIT 238 5 243 Depreciation and amortization expense (2) 66 — 66 Operating EBITDA 304 5 309 Three Months Ended March 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Advanced Engineered Materials 2 — 2 Consumer Specialties 4 — 4 Industrial Specialties — — — Acetyl Intermediates — — — Other Activities (3) — — — Accelerated depreciation and amortization expense 6 — 6 Depreciation and amortization expense (2) 66 — 66 Total depreciation and amortization expense 72 — 72 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) Excludes accelerated depreciation and amortization expense as detailed in the table above and included in Other adjustments above. (3) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. EX 99.3 - 42 -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Adjusted EBIT and Operating EBITDA - Non-U.S. GAAP Measures - Unaudited Three Months Ended March 31, 2011 As Previously Effect of Reported Change As Adjusted (In $ millions) Operating Profit (Loss) Advanced Engineered Materials 38 2 40 Consumer Specialties 54 1 55 Industrial Specialties 25 1 26 Acetyl Intermediates 112 — 112 Other Activities (1) (41 ) 1 (40 ) Total 188 5 193 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 35 — 35 Consumer Specialties 1 — 1 Industrial Specialties — — — Acetyl Intermediates 2 — 2 Other Activities (1) 8 — 8 Total 46 — 46 Other Charges and Other Adjustments (2) Advanced Engineered Materials 12 — 12 Consumer Specialties 5 — 5 Industrial Specialties — — — Acetyl Intermediates (17 ) — (17 ) Other Activities (1) 4 — 4 Total 4 — 4 Adjusted EBIT Advanced Engineered Materials 85 2 87 Consumer Specialties 60 1 61 Industrial Specialties 25 1 26 Acetyl Intermediates 97 — 97 Other Activities (1) (29 ) 1 (28 ) Total 238 5 243 Depreciation and Amortization Expense (3) Advanced Engineered Materials 19 — 19 Consumer Specialties 8 — 8 Industrial Specialties 10 — 10 Acetyl Intermediates 25 — 25 Other Activities (1) 4 — 4 Total 66 — 66 Operating EBITDA Advanced Engineered Materials 104 2 106 Consumer Specialties 68 1 69 Industrial Specialties 35 1 36 Acetyl Intermediates 122 — 122 Other Activities (1) (25 ) 1 (24 ) Total 304 5 309 ______________________________ (1) Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. (2) See Other charges and Other adjustments reconciliation for details. (3) Excludes accelerated depreciation and amortization expense included in Other charges and Other adjustments above. EX 99.3 - 43 -------------------------------------------------------------------------------- Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended March 31, 2011 As Previously Reported Effect of Change As Adjusted per per per share share share (In $ millions, except per share data) Earnings (loss) from continuing operations 138 0.87 3 0.01 141 0.88 Deduct: Income tax (provision) benefit (42 ) (2 ) (44 ) Earnings (loss) from continuing operations before tax 180 5 185 Other charges and other adjustments (1) 4 — 4 Refinancing and related expenses — — — Adjusted earnings (loss) from continuing operations before tax 184 5 189 Income tax (provision) benefit on adjusted earnings (2) (31 ) (3 ) (34 ) Noncontrolling interests — — — Adjusted earnings (loss) from continuing operations 153 0.96 2 0.02 155 0.98 Diluted shares (in millions) (3) Weighted average shares outstanding 156.0 — 156.0 Dilutive stock options 2.0 — 2.0 Dilutive restricted stock units 0.7 — 0.7 Total diluted shares 158.7 — 158.7 ______________________________ (1) See Other charges and Other adjustments reconciliation for details. (2) The adjusted effective tax rate for the three months ended March 31, 2011 is 17% as previously reported and 18% as adjusted. (3) Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges (Gains), Net: Three Months Ended March 31, 2011 (In $ millions) Employee termination benefits 4 Kelsterbach plant relocation 13 Commercial disputes (20 ) Total (3 ) Other Adjustments: (1) Three Months Ended March 31, 2011 Income Statement Classification (In $ millions) Business optimization 3 SG&A Kelsterbach plant relocation (3 ) Cost of sales Plant closures 6 Cost of sales / SG&A (Gain) loss on disposition of assets 1 (Gain) loss on disposition Total 7 Total other charges and other adjustments 4 ______________________________ (1) These items are included in net earnings but not included in Other charges (gains), net. EX 99.3 - 44