0001306830-11-000054 8-K 26 20110721 2.02 7.01 9.01 20110721 20110721 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 11978703 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 ce-2011721x8k.htm FORM 8-K CE-2011.7.21-8K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2011 CELANESE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition July 21, 2011, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its second quarter 2011. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Item 7.01 Regulation FD Disclosure July 21, 2011, David N. Weidman, Chairman and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 10:00 a.m. ET (9:00 a.m. CT). The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted for the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Descriptions 99.1 Press Release dated July 21, 2011* 99.2 Slide Presentation dated July 21, 2011* *In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: July 21, 2011 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated July 21, 2011* 99.2 Slide Presentation dated July 21, 2011* * In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. EX-99.1 2 ce-ex991x2011721.htm EX-99.1 CE-EX99.1-2011.7.21 Exhibit 99.1 [[Image Removed]] Celanese Corporation Investor Relations 1601 West LBJ Freeway Corporate News Release Dallas, Texas 75234 Celanese Corporation Reports Record Quarterly Earnings; Raises Outlook for Full Year Second quarter highlights: • Net sales were $1,753 million, up 16% from prior year period • Operating profit was $209 million versus $156 million in prior year period • Net earnings were $203 million versus $160 million in prior year period • Operating EBITDA was $441 million, up 33% from prior year period • Diluted EPS from continuing operations was $1.29 versus $1.03 in prior year period • Adjusted EPS was $1.66, up 48% from prior year period Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except per share data) - Unaudited 2011 2010 2011 2010 Net sales 1,753 1,517 3,342 2,905 Operating profit (loss) 209 156 397 142 Net earnings (loss) attributable to Celanese Corporation 203 160 345 174 Operating EBITDA 1 441 332 745 574 Diluted EPS - continuing operations $ 1.29 $ 1.03 $ 2.16 $ 1.11 Diluted EPS - total $ 1.28 $ 1.01 $ 2.17 $ 1.10 Adjusted EPS 2 $ 1.66 $ 1.12 $ 2.62 $ 1.76 1 Non-U.S. GAAP measure. See reconciliation in Table 1. 2 Non-U.S. GAAP measure. See reconciliation in Table 6. Dallas, July 21, 2011: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported second quarter 2011 net sales of $1,753 million, a 16 percent increase from the prior year period, primarily driven by higher pricing across all operating segments and favorable currency impacts. Higher pricing was a result of recovery of higher raw material costs and temporarily elevated industry utilization reflected in its Acetyl Intermediates segment, as well as strong demand throughout its global businesses. Margins expanded and operating profit increased to $209 million from $156 million in the same period last year. This quarter's results included other charges and other adjustments totaling $33 million, primarily related to the company's planned European capacity expansion and relocation in its Advanced Engineered Materials segment. Net earnings were $203 million compared with $160 million in the same period last year. Diluted earnings per share from continuing operations were $1.29 compared with $1.03 in the prior year period. Adjusted earnings per share in the second quarter of 2011 rose 48 percent to $1.66 from $1.12 in the prior year period. The tax rate and diluted share count for adjusted earnings per share in the current period were 17 percent and 159.2 million, 1 -------------------------------------------------------------------------------- respectively. Operating EBITDA was $441 million, up 33 percent from the second quarter of 2010. Adjusted earnings per share and operating EBITDA excluded other charges and other adjustments in both periods. “Celanese delivered our best quarterly earnings ever on strong demand across all of our end markets as we aggressively mitigated the impact of higher raw material and energy costs. Our Acetyl Intermediates business also demonstrated the strength of its differentiated technology and low cost position as industry utilization was temporarily elevated, significantly contributing to this quarter's earnings," said David Weidman, chairman and chief executive officer. “Our innovation efforts and presence in emerging geographies are also driving growth across our diversified product portfolio, demonstrating our success in executing our strategic objectives.” Recent Highlights • Published independent third-party analyses of Celanese TCX™, its proprietary technology for ethanol production. Under non-disclosure agreements to protect intellectual property rights and maintain confidentiality, Fluor Corporation and WorleyParsons evaluated the company's advanced ethanol technology that uses basic hydrocarbon feedstocks. • Doubled the capacity of its vinyl acetate ethylene (VAE) unit in Nanjing, China. The expanded unit started production in the second quarter of 2011 and is expected to meet the increased global demand for innovative specialty solutions in vinyl-based emulsions. • Announced it will nearly double production at its Celstran® long-fiber reinforced thermoplastic (LFT) manufacturing unit in Nanjing, China by the end of the fourth quarter of 2011. The unit came online in 2008 with an initial nameplate capacity of 5,000 tons per year. • Successfully completed a public offering of $400 million in aggregate principal amount of senior unsecured notes at 5.875 percent due 2021. The company used the net proceeds from the offering, plus cash on hand, to retire $516 million of existing senior secured credit facility indebtedness that was set to mature in 2014. • Polyplastics Co., Ltd. (Polyplastics), one of the company's strategic equity affiliates, announced a 90,000 ton per year expansion to increase polyacetal production capacity in Malaysia that is expected to be operational in early 2014. The expansion is currently anticipated to be funded locally by Polyplastics. • Announced plans to accelerate industrial ethanol production in China six to twelve months earlier than previously expected. In addition to its previously announced plans for one, and possibly two greenfield units, the company plans to modify and enhance its existing integrated acetyl facility at the Nanjing Chemical Industrial Park with its TCX™ advanced technology, adding approximately 200,000 tons of ethanol production capacity by mid-2013. • Broke ground on the previously announced plans for a technology development unit for ethanol production at its facility in Clear Lake, Texas, which is now expected to be commissioned by mid-2012. The company also intends to construct a new research and development facility at the Clear Lake site to continue the advancement of its acetyl and TCX™ technologies. 2 -------------------------------------------------------------------------------- Second Quarter Segment Overview Advanced Engineered Materials Advanced Engineered Materials continued to execute its strategic business model of customer-focused innovation and value-in-use pricing, delivering improved earnings in the quarter. Net sales for the second quarter of 2011 were $346 million compared with $282 million in the same period last year, driven by higher pricing, primarily related to improved product mix and increased value-in-use pricing, favorable currency impacts and revenue related to the company's recent acquisition. Demand for the company's innovative applications remained strong in the period, however, volumes for the company's polyacetal products were constrained due to the company's planned European production capacity expansion. Operating profit in the second quarter was $27 million, including $22 million of other charges and other adjustments primarily associated with the capacity expansion in Europe, compared with $40 million of operating profit in the prior year period. Higher pricing more than offset increased raw material costs and the company's investments for future growth. Operating EBITDA, which excluded the other charges and other adjustments, was $107 million compared with $98 million in the same period last year. Total equity earnings from the company's affiliates were $39 million, unchanged from the prior year period. Earnings in the company's Polyplastics venture were modestly impacted by the natural disasters in Japan earlier this year, but were offset by strong performance in the other affiliates. Consumer Specialties Consumer Specialties continued to deliver sustained earnings, reflecting the company's leading global positions and strong strategic affiliate performance. Net sales for the second quarter of 2011 were $291 million, unchanged from the prior year period, as increased pricing and favorable currency offset lower volumes. Volumes in the second quarter of 2011 were lower when compared to the prior year period, as the prior year's results reflected volume recovery from the production outage at its acetate manufacturing facility in Narrows, Virginia during the first quarter of 2010. Operating profit was $48 million compared with $64 million in the same period last year as higher pricing was more than offset by higher raw material and energy costs. The current period's results included $10 million of other charges and other adjustments, primarily related to the previously announced closure of its acetate manufacturing facility in Spondon, Derby, United Kingdom. Operating EBITDA, which excluded the other charges and other adjustments, was $147 million compared with $149 million in the prior year period. Dividends from the company's acetate China ventures were $78 million compared with $71 million in the same period last year. Industrial Specialties Industrial Specialties continued to realize benefits from its innovation efforts and increased global demand, delivering improved results and expanded margins in the quarter. Net sales in the quarter were $329 million compared with $269 million in the same period last year, primarily driven by higher pricing and favorable currency impacts. Global pricing increased across the segment, driven by continued strong global demand and recovery of higher raw material costs. Results also benefited from higher volumes associated with the company's innovative offerings in the emulsions business, particularly in North America and Europe, and its value-added EVA performance polymers products in Asia. Operating profit in the current period was $28 million compared with $16 million in the same period last year as the higher pricing and volume growth more than offset higher raw material costs. Operating EBITDA was $40 million compared with $26 million in the prior year period. 3 -------------------------------------------------------------------------------- Acetyl Intermediates Acetyl Intermediates delivered improved results year-over-year as its advantaged technology position led to expanded margins amid favorable industry conditions. Net sales for the second quarter of 2011 increased to $914 million from $782 million in the prior year period, driven by higher pricing across major acetyl derivative product lines in all regions and favorable currency impacts. The significantly increased pricing was driven by temporarily elevated industry utilization due to planned and unplanned outages of acetyl producers, reflecting the industry's technology-differentiated cost curve. Additionally, pricing reflected the recovery of higher raw material costs compared with the same period last year. Although the company's production turnarounds resulted in lower volumes compared to the prior year, overall global industry demand for acetyl products remained strong. Operating profit in the current period rose to $152 million from $68 million in the same period last year as the increased pricing and favorable currency impacts more than offset the higher raw material input costs and lower volumes. Operating EBITDA was $177 million compared with $96 million in the second quarter of 2010. Taxes The tax rate for adjusted earnings per share was 17 percent in the second quarter of 2011 compared with 20 percent in the second quarter of 2010. The effective tax rate for continuing operations for the second quarter of 2011 and 2010 was 27 percent. Net cash tax payments were $30 million in the first six months of 2011 compared with $65 million in the first six months of 2010. The decrease in net cash taxes paid is primarily the result of tax refunds received in certain jurisdictions. Equity and Cost Investments Earnings from equity investments and dividends from cost investments, which are reflected in the company's earnings and operating EBITDA, were $125 million in the second quarter of 2011, $8 million higher than the same period last year. Equity and cost investment dividends, which are included in cash flows, were $124 million, a $17 million increase from the prior year period. Dividends from the company's acetate China ventures were $78 million in the second quarter of 2011, a $7 million increase from the prior year's results. Earnings in equity investments for Ticona's strategic affiliates in Asia in the second quarter of 2011 were $17 million, $2 million higher than the same period last year. Proportional affiliate EBITDA in excess of equity net earnings decreased to $15 million from $23 million in the prior year period. Ticona's Middle Eastern affiliates, which include the company's Ibn Sina affiliate, reported equity in net earnings of $22 million in the second quarter of 2011, a $2 million decrease from the same period last year. The company's proportional affiliate EBITDA in excess of equity net earnings for the Middle Eastern affiliates was $8 million, unchanged from the prior year period. The company's total proportional affiliate EBITDA for the second quarter of 2011 was $83 million, $3 million lower than the prior year period and $37 million more than reported in the company's operating EBITDA. As of June 30, 2011, the company's total proportional net debt of affiliates was $125 million. 4 -------------------------------------------------------------------------------- Cash Flow The company continued to generate positive cash flow in 2011. During the first six months of 2011, the company generated $316 million in cash from operating activities compared with $219 million in the prior year period as the higher earnings offset increased working capital and interest expense. Cash used in investing activities was $133 million in the first six months of 2011 compared with $275 million in the same period last year. During the first six months of 2011, the company spent $114 million of capital expenditures related to the relocation of Ticona's operations in Kelsterbach, Germany, and received its final payment of $158 million related to the relocation. The 2010 results included $151 million of capital expenditures related to the Ticona relocation and a cash outflow of $46 million related to the company's acquisition of the Zenite® LCP and Thermx® PCT product lines from DuPont Performance Polymers. Net cash used in financing activities was $198 million during the first six months of 2011 compared with $78 million in the prior year period. During the second quarter of 2011, the company used a net of $116 million to prepay one of its term loan facilities. Net debt at the end of the second quarter of 2011 was $2,307 million, a $171 million decrease from the end of 2010. Outlook Based on the record performance in the second quarter, and an expectation for sustained global economic growth, the company increased its outlook for full year 2011 results. The company now expects 2011 operating EBITDA to be approximately $275 million higher than 2010's results of $1,122 million and adjusted earnings per share to be approximately $1.20 higher than 2010's results of $3.37, based on a tax rate and diluted share count of 17 percent and 159.2 million shares, respectively. The company had previously expected 2011 operating EBITDA and adjusted earnings per share to be at least $200 million and $0.85 higher than 2010, respectively. “Advantaged technologies, leading global portfolio positions and innovative customer-focused solutions combined to deliver significant improvement in profitability in the first half of 2011 and are expected to drive sustained earnings growth for Celanese throughout the remainder of the year,” said Weidman. “Our integrated business model continues to demonstrate the resiliency it has successfully shown in the past, even in an environment of escalating raw material and energy costs. The temporarily expanded margins in acetyls should moderate to more normalized levels during the second half of the year. We remain on track throughout our businesses for our 2013 earnings growth objectives of at least $6.00 in adjusted earnings per share.” Contacts: Investor Relations Media - U.S. Media - Europe Jon Puckett Jacqueline Terry Jens Kurth Phone: +1 972 443 4965 Phone: +1 972 443 4417 Phone: +49(0)69 45009 1574 Telefax: +1 972 443 8519 Telefax: +1 972 443 8519 Telefax: +49(0) 45009 58800 Jon.Puckett@celanese.com Jacqueline.Terry@celanese.com J.Kurth@celanese.com Celanese Corporation is a global technology leader in the production of specialty materials and chemical products which are used in most major industries and consumer applications. Our products, essential to everyday living, are manufactured in North America, Europe and Asia. Known for operational excellence, sustainability and premier safety performance, Celanese delivers value to customers around the globe with best-in-class technologies. Based in Dallas, Texas, the company employs approximately 7,250 employees worldwide and had 2010 net sales of $5.9 billion, with approximately 72% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com. 5 -------------------------------------------------------------------------------- Forward-Looking Statements This release may contain “forward-looking statements,” which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “can,” “could,” “might,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of business cycles, particularly in the automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption of production due to accidents or other unforeseen events or delays in construction or operation of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors discussed from time to time in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This release reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional affiliate EBITDA, adjusted earnings per share, and net debt as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business operating EBITDA is net income; for proportional affiliate EBITDA is equity in net earnings of affiliates; for affiliate EBITDA is operating profit; for adjusted earnings per share is earnings per common share-diluted; and for net debt is total debt. Use of Non-U.S. GAAP Financial Information • Operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. We present operating EBITDA because we consider it an important supplemental measure of our operations and financial performance. We believe that operating EBITDA is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Operating EBITDA is one of the measures management uses for its planning and budgeting process to monitor and evaluate financial and operating results and for the company's incentive compensation plan. Operating EBITDA should not be considered as an alternative to net income determined in accordance with U.S. GAAP. We may provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a U.S. GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. • Business operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. This supplemental performance measure reflects the operating results of the company's operations without regard to the financial impact of its equity and cost investments. • Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results. • Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management's assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any given future period. • Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates' net debt. 6 -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 7 -------------------------------------------------------------------------------- Consolidated Statements of Operations - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except share and per share data) 2011 2010 2011 2010 Net sales 1,753 1,517 3,342 2,905 Cost of sales (1,343 ) (1,214 ) (2,581 ) (2,384 ) Gross profit 410 303 761 521 Selling, general and administrative expenses (140 ) (124 ) (268 ) (248 ) Amortization of intangible assets (17 ) (15 ) (33 ) (30 ) Research and development expenses (25 ) (17 ) (48 ) (35 ) Other (charges) gains, net (18 ) (6 ) (15 ) (83 ) Foreign exchange gain (loss), net (1 ) — — 2 Gain (loss) on disposition of businesses and asset, net — 15 — 15 Operating profit (loss) 209 156 397 142 Equity in net earnings (loss) of affiliates 46 45 89 94 Interest expense (57 ) (49 ) (112 ) (98 ) Refinancing expense (3 ) — (3 ) — Interest income — 1 1 2 Dividend income - cost investments 79 72 79 72 Other income (expense), net 6 (1 ) 9 5 Earnings (loss) from continuing operations before tax 280 224 460 217 Income tax (provision) benefit (75 ) (61 ) (117 ) (41 ) Earnings (loss) from continuing operations 205 163 343 176 Earnings (loss) from operation of discontinued operations (3 ) (5 ) 3 (5 ) Gain (loss) on disposition of discontinued operations — — — 2 Income tax (provision) benefit, discontinued operations 1 2 (1 ) 1 Earnings (loss) from discontinued operations (2 ) (3 ) 2 (2 ) Net earnings (loss) 203 160 345 174 Net earnings (loss) attributable to noncontrolling interests — — — — Net earnings (loss) attributable to Celanese Corporation 203 160 345 174 Cumulative preferred stock dividends — — — (3 ) Net earnings (loss) available to common shareholders 203 160 345 171 Amounts attributable to Celanese Corporation Earnings (loss) per common share - basic Continuing operations 1.31 1.04 2.20 1.13 Discontinued operations (0.01 ) (0.02 ) 0.01 (0.01 ) Net earnings (loss) - basic 1.30 1.02 2.21 1.12 Earnings (loss) per common share - diluted Continuing operations 1.29 1.03 2.16 1.11 Discontinued operations (0.01 ) (0.02 ) 0.01 (0.01 ) Net earnings (loss) - diluted 1.28 1.01 2.17 1.10 Weighted average shares (in millions) Basic 156.3 156.3 156.1 153.3 Diluted 159.2 158.4 158.9 158.7 8 -------------------------------------------------------------------------------- Consolidated Balance Sheets - Unaudited As of As of June 30, December 31, (in $ millions) 2011 2010 ASSETS Current assets Cash & cash equivalents 741 740 Trade receivables - third party and affiliates, net 1,027 827 Non-trade receivables, net 239 253 Inventories 779 610 Deferred income taxes 95 92 Marketable securities, at fair value 70 78 Assets held for sale — 9 Other assets 63 59 Total current assets 3,014 2,668 Investments in affiliates 838 838 Property, plant and equipment, net 3,273 3,017 Deferred income taxes 434 443 Other assets 309 289 Goodwill 813 774 Intangible assets, net 238 252 Total assets 8,919 8,281 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term borrowings and current installments of long-term debt - third party and affiliates 155 228 Trade payables - third party and affiliates 786 673 Other liabilities 575 596 Deferred income taxes 30 28 Income taxes payable 95 17 Total current liabilities 1,641 1,542 Long-term debt 2,893 2,990 Deferred income taxes 124 116 Uncertain tax positions 290 273 Benefit obligations 1,321 1,359 Other liabilities 1,277 1,075 Commitments and contingencies Shareholders' equity Preferred stock — — Common stock — — Treasury stock, at cost (842 ) (829 ) Additional paid-in capital 601 574 Retained earnings 2,180 1,851 Accumulated other comprehensive income (loss), net (566 ) (670 ) Total Celanese Corporation shareholders' equity 1,373 926 Noncontrolling interests — — Total shareholders' equity 1,373 926 Total liabilities and shareholders' equity 8,919 8,281 9 -------------------------------------------------------------------------------- Table 1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Net Sales Advanced Engineered Materials 346 282 674 564 Consumer Specialties 291 291 557 529 Industrial Specialties 329 269 619 511 Acetyl Intermediates 914 782 1,727 1,506 Other Activities 1 — 1 1 1 Intersegment eliminations (127 ) (108 ) (236 ) (206 ) Total 1,753 1,517 3,342 2,905 Operating Profit (Loss) Advanced Engineered Materials 27 40 65 88 Consumer Specialties 48 64 102 34 Industrial Specialties 28 16 53 28 Acetyl Intermediates 152 68 264 68 Other Activities 1 (46 ) (32 ) (87 ) (76 ) Total 209 156 397 142 Other Charges and Other Adjustments 2 Advanced Engineered Materials 22 2 34 — Consumer Specialties 10 3 15 83 Industrial Specialties — — — — Acetyl Intermediates (2 ) 2 (19 ) 54 Other Activities 1 3 (10 ) 7 (5 ) Total 33 (3 ) 37 132 Depreciation and Amortization Expense 3 Advanced Engineered Materials 19 17 38 34 Consumer Specialties 10 9 18 20 Industrial Specialties 12 10 22 20 Acetyl Intermediates 25 24 50 49 Other Activities 1 2 3 6 6 Total 68 63 134 129 Business Operating EBITDA Advanced Engineered Materials 68 59 137 122 Consumer Specialties 68 76 135 137 Industrial Specialties 40 26 75 48 Acetyl Intermediates 175 94 295 171 Other Activities 1 (41 ) (39 ) (74 ) (75 ) Total 310 216 568 403 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 39 39 74 83 Consumer Specialties 79 73 80 73 Industrial Specialties — — — — Acetyl Intermediates 2 2 4 3 Other Activities 1 11 2 19 12 Total 131 116 177 171 Operating EBITDA Advanced Engineered Materials 107 98 211 205 Consumer Specialties 147 149 215 210 Industrial Specialties 40 26 75 48 Acetyl Intermediates 177 96 299 174 Other Activities 1 (30 ) (37 ) (55 ) (63 ) Total 441 332 745 574 1 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 See Table 7 for details. 3 Excludes accelerated depreciation and amortization expense associated with plant closures included in Other Charges and Other Adjustments above. See Table 1A for details. 10 -------------------------------------------------------------------------------- Table 1A Reconciliation of Consolidated Net Earnings (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Net earnings (loss) attributable to Celanese Corporation 203 160 345 174 (Earnings) loss from discontinued operations 2 3 (2 ) 2 Interest income — (1 ) (1 ) (2 ) Interest expense 57 49 112 98 Refinancing expense 3 — 3 — Income tax provision (benefit) 75 61 117 41 Depreciation and amortization expense 2 68 63 134 129 Other charges (gains), net 1 18 6 15 83 Other adjustments 1 15 (9 ) 22 49 Operating EBITDA 441 332 745 574 Detail by Segment Advanced Engineered Materials 107 98 211 205 Consumer Specialties 147 149 215 210 Industrial Specialties 40 26 75 48 Acetyl Intermediates 177 96 299 174 Other Activities 3 (30 ) (37 ) (55 ) (63 ) Operating EBITDA 441 332 745 574 1 See Table 7 for details. 2 Excludes accelerated depreciation and amortization expense associated with plant closures as detailed in the table below and included in Other adjustments above. Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Advanced Engineered Materials 1 1 3 4 Consumer Specialties 3 — 7 — Industrial Specialties — — — — Acetyl Intermediates — — — 20 Other Activities 3 — — — — Accelerated depreciation and amortization expense 4 1 10 24 Depreciation and amortization expense 2 68 63 134 129 Total depreciation and amortization expense 72 64 144 153 3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. 11 -------------------------------------------------------------------------------- Table 2 Factors Affecting Business Segment Net Sales - Unaudited Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010 Volume Price Currency Other Total (In percentages) Advanced Engineered Materials 1 9 7 6 (1) 23 Consumer Specialties (6 ) 5 1 — — Industrial Specialties 3 12 7 — 22 Acetyl Intermediates (9 ) 20 6 — 17 Total Company (6 ) 16 6 — (3) 16 Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010 Volume Price Currency Other Total (In percentages) Advanced Engineered Materials 4 8 3 5 (1) 20 Consumer Specialties 1 4 1 (1 ) (2) 5 Industrial Specialties 5 12 4 — 21 Acetyl Intermediates (5 ) 17 3 — 15 Total Company (1 ) 13 3 — (3) 15 1 2011 includes the effects of the two product lines acquired from DuPont Performance Polymers (acquired in May 2010). 2 Includes the impact of fluctuations in intersegment sales. 3 Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations. Table 3 Cash Flow Information - Unaudited Six Months Ended June 30, (in $ millions) 2011 2010 Net cash provided by operating activities 316 219 Net cash provided by (used in) investing activities 1 (133 ) (275 ) Net cash used in financing activities (198 ) (78 ) Exchange rate effects on cash 16 (39 ) Cash and cash equivalents at beginning of period 740 1,254 Cash and cash equivalents at end of period 741 1,081 1 2011 and 2010 include $114 and $151 million, respectively, of capital expenditures related to the Ticona Kelsterbach plant relocation. 2011 includes $158 million of cash proceeds related to the Ticona Kelsterbach plant relocation. Table 4 Cash Dividends Received - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Dividends from equity investments 45 35 118 92 Dividends from cost investments 79 72 79 72 Total 124 107 197 164 12 -------------------------------------------------------------------------------- Table 5 Net Debt - Reconciliation of a Non-U.S. GAAP Measure - Unaudited As of As of June 30, December 31, (in $ millions) 2011 2010 Short-term borrowings and current installments of long-term debt - third party and affiliates 155 228 Long-term debt 2,893 2,990 Total debt 3,048 3,218 Less: Cash and cash equivalents 741 740 Net Debt 2,307 2,478 Table 6 Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions, except share and per share data) 2011 2010 2011 2010 per per per per share share share share Earnings (loss) from continuing operations 205 1.29 163 1.03 343 2.16 176 1.11 Deduct: Income tax (provision) benefit (75 ) (61 ) (117 ) (41 ) Earnings (loss) from continuing operations before tax 280 224 460 217 Other charges and other adjustments 1 33 (3 ) 37 132 Refinancing expense 3 — 3 — Interest rate swap dedesignation 3 — 3 — Adjusted earnings (loss) from continuing operations before tax 319 221 503 349 Income tax (provision) benefit on adjusted earnings 2 (54 ) (44 ) (86 ) (70 ) Less: Noncontrolling interests — — — — Adjusted earnings (loss) from continuing operations 265 1.66 177 1.12 417 2.62 279 1.76 Diluted shares (in millions) 3 Weighted average shares 156.3 156.3 156.1 153.3 outstanding Assumed conversion of preferred — — — 3.1 stock Dilutive restricted stock units 0.9 0.3 0.8 0.4 Dilutive stock options 2.0 1.8 2.0 1.9 Total diluted shares 159.2 158.4 158.9 158.7 1 See Table 7 for details. 2 The adjusted effective tax rate is 17% for the three and six months ended June 30, 2011 and 20% for the three and six months ended June 30, 2010. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 13 -------------------------------------------------------------------------------- Table 7 Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited Other Charges: Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Employee termination benefits 9 4 13 9 Plant/office closures — — — 6 Ticona Kelsterbach plant relocation 16 4 29 10 Plumbing actions (4 ) (2 ) (4 ) (14 ) Asset impairments — — — 72 Resolution of commercial disputes (2 ) — (22 ) — Other (1 ) — (1 ) — Total 18 6 15 83 Other Adjustments: 1 Three Months Ended Six Months Ended June 30, June 30, Income Statement (in $ millions) 2011 2010 2011 2010 Classification Cost of sales / Business optimization 2 3 5 7 SG&A Ticona Kelsterbach plant relocation 5 (2 ) 2 (2 ) Cost of sales Cost of sales / Plant closures 7 — 13 9 SG&A Contract termination — — — 22 Cost of sales (Gain) loss on disposition of (Gain) loss on assets (1 ) (14 ) — (14 ) disposition Write-off of other productive assets (1 ) — (1 ) 17 Cost of sales Other 3 4 3 10 Various Total 15 (9 ) 22 49 Total other charges and other adjustments 33 (3 ) 37 132 1 These items are included in net earnings but not included in other charges. 14 -------------------------------------------------------------------------------- Table 8 Equity Affiliate Results and Reconciliation of Operating Profit to Affiliate EBITDA - a Non-U.S. GAAP Measure - Total - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Net Sales Ticona Affiliates - Asia 1 393 379 804 750 Ticona Affiliates - Middle East 2 252 245 517 502 Infraserv Affiliates 3 550 488 1,057 1,018 Total 1,195 1,112 2,378 2,270 Operating Profit Ticona Affiliates - Asia 1 52 63 95 128 Ticona Affiliates - Middle East 2 104 118 206 232 Infraserv Affiliates 3 34 27 67 47 Total 190 208 368 407 Depreciation and Amortization Ticona Affiliates - Asia 1 15 20 37 41 Ticona Affiliates - Middle East 2 18 10 30 16 Infraserv Affiliates 3 29 24 55 50 Total 62 54 122 107 Affiliate EBITDA Ticona Affiliates - Asia 1 67 83 132 169 Ticona Affiliates - Middle East 2 122 128 236 248 Infraserv Affiliates 3 63 51 122 97 Total 252 262 490 514 Net Income Ticona Affiliates - Asia 1 37 31 64 75 Ticona Affiliates - Middle East 2 93 104 183 208 Infraserv Affiliates 3 23 20 50 35 Total 153 155 297 318 Net Debt Ticona Affiliates - Asia 1 101 94 101 94 Ticona Affiliates - Middle East 2 (78 ) (89 ) (78 ) (89 ) Infraserv Affiliates 3 308 200 308 200 Total 331 205 331 205 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011. 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 15 -------------------------------------------------------------------------------- Table 8 (continued) Equity Affiliate Results and Reconciliation of Proportional Operating Profit to Proportional Affiliate EBITDA - a Non-U.S. GAAP Measure - Celanese Proportional Share - Unaudited Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Proportional Net Sales Ticona Affiliates - Asia 1 182 176 372 347 Ticona Affiliates - Middle East 2 63 61 129 126 Infraserv Affiliates 3 182 160 348 334 Total 427 397 849 807 Proportional Operating Profit Ticona Affiliates - Asia 1 25 29 45 59 Ticona Affiliates - Middle East 2 25 30 51 58 Infraserv Affiliates 3 12 8 22 15 Total 62 67 118 132 Proportional Depreciation and Amortization Ticona Affiliates - Asia 1 7 9 17 19 Ticona Affiliates - Middle East 2 5 2 8 4 Infraserv Affiliates 3 9 8 18 16 Total 21 19 43 39 Proportional Affiliate EBITDA Ticona Affiliates - Asia 1 32 38 62 78 Ticona Affiliates - Middle East 2 30 32 59 62 Infraserv Affiliates 3 21 16 40 31 Total 83 86 161 171 Equity in Net Earnings of Affiliates (as reported in the Consolidated Statement of Operations) Ticona Affiliates - Asia 1 17 15 30 36 Ticona Affiliates - Middle East 2 22 24 43 47 Infraserv Affiliates 3 7 6 16 11 Total 46 45 89 94 Proportional Affiliate EBITDA in Excess of Equity in Net Earnings of Affiliates Ticona Affiliates - Asia 1 15 23 32 42 Ticona Affiliates - Middle East 2 8 8 16 15 Infraserv Affiliates 3 14 10 24 20 Total 37 41 72 77 Proportional Net Debt Ticona Affiliates - Asia 1 45 43 45 43 Ticona Affiliates - Middle East 2 (20 ) (22 ) (20 ) (22 ) Infraserv Affiliates 3 100 66 100 66 Total 125 87 125 87 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011. 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 16 EX-99.2 3 ex-992.htm EX-99.2 EX-99.2 Exhibit 99.2 [[Image Removed]] Celanese Celanese 2Q 2011 Earnings Conference Call / Webcast Thursday, July 21, 2011 10:00 a.m. ET Dave Weidman, Chairman and Chief Executive Officer Steven Sterin, Senior Vice President and Chief Financial Officer CE Listed NYSE 1 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Forward looking statements Reconciliation and use of non-GAAP measures to U.S. GAAP This presentation may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “can,” “could,” “might,” “will,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements contained in this release. These risks and uncertainties include, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of business cycles, particularly in the automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; the ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to improve productivity by implementing technological improvements to existing plants; increased price competition and the introduction of competing products by other companies; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption of production due to accidents or other unforeseen events or delays in construction or operation of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest rates; and various other factors discussed from time to time in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This presentation reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business EBITDA is operating profit; for proportional affiliate EBITDA is equity in net earnings of affiliates; for affiliate EBITDA is operating profit; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations. Use of Non-U.S. GAAP Financial Information Operating EBITDA, a measure used by management to measure performance, is defined by the company as net earnings minus interest income plus loss (earnings) from discontinued operations, interest expense, income taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. We may provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a U.S. GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Business operating EBITDA, a measure used by management to measure performance of its internal operations, is defined by the company as net earnings minus interest income plus loss (earnings) from discontinued operations, interest expense, income taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. This reflects the operating results of the company’s operations without regard to its equity and cost investments. The company believes that investors should consider business operating EBITDA when evaluating the company’s internal operations. Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management's assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any given future period. Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates’ net debt. Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. Results Unaudited The results presented in this presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. 2 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Dave Weidman Chairman and Chief Executive Officer 3 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Celanese Corporation 2nd Quarter 2011 highlights in millions (except EPS) 2nd Qtr 2011 2nd Qtr 2010 Net Sales $ 1,753 $ 1,517 Proportional Net Sales of Affiliates $ 427 $ 397 Total: $ 2,180 $ 1,914 Operating Profit/(Loss) $ 209 $ 156 Adjusted EPS $ 1.66 $ 1.12 Operating EBITDA $ 441 $ 332 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates* $ 37 $ 41 Total: $ 478 $ 373 2nd Quarter 2011: Higher revenue driven by increased pricing and currency effects Record Adjusted EPS and Operating EBITDA Healthy global demand throughout all segments * See slides 21 and 22 for equity affiliate results and Celanese’s proportional share 4 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Celanese continues to execute its growth levers Accelerating Value of Current Businesses: • Doubled capacity of vinyl acetate ethylene (VAE) in Nanjing to meet increased global demand in innovative vinyl-based emulsions • Announced near doubling of Celstran® long-fiber reinforced thermoplastics (LFT) production capacity in Nanjing by the end of 2011 Acceleration of Industrial Ethanol Commercialization Opportunity: • Announced plans to accelerate industrial ethanol production in China, adding 200,000 tons of ethanol in the Nanjing facility by mid-2013 • Broke ground in Clear Lake, Texas for ethanol technology development unit; expected to be operational by mid-2012 • Intend to construct a new research and development facility in Clear Lake to further advance TCX™ breakthrough ethanol technology Third Party Validation of TCX™ Ethanol Technology: • Independent, third-party engineering firms, Fluor and WorleyParsons, validate Celanese’s TCX™ advanced ethanol technology • Provides an additional measure of confidence for customers and investors • Validation details and new, comprehensive Q&A can be found at www.CelaneseTCX.com 5 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Steven Sterin Senior Vice President and Chief Financial Officer 6 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Advanced Engineered Materials in millions 2nd Qtr 2011 2nd Qtr 2010 Net Sales $ 346 $ 282 Operating EBITDA $ 107 $ 98 Factors affectingchange in Net Sales Volume 1% Price 9% Currency 7% Other 6% Total 23% 2nd Quarter 2011: Higher pricing on improved product mix and robust value-in-use pricing, along with favorable currency impacts Planned European production capacity expansion continued to constrain polyacetal (POM) products volumes Higher pricing more than offset increased raw material costs and investments for future growth Outlook: Startup of new POM facility in Europe supports year-over-year volume growth in second half of 2011 as volume constraints abate Global demand expected to remain strong for Celanese innovative applications Volume availability and affiliate performance drive improved second half year-over-year earnings growth 7 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Consumer Specialties in millions 2nd Qtr 2011 2nd Qtr 2010 Net Sales $ 291 $ 291 Operating EBITDA $ 147 $ 149 Factors affecting change in Net Sales Volume (6)% Price 5% Currency 1% Other — Total — 2nd Quarter 2011: Higher pricing was more than offset by lower volumes, increased raw materials and energy costs Lower volumes as prior year second quarter included volume recovery related to Q1 2010 production outage Continued growth in China resulted in higher yearly dividends in 2011 from strategic China Acetate ventures (paid annually in the second quarter) Outlook: Sustained demand and margins with modestly higher earnings expected in second half, excluding dividends Continued higher energy costs expected in second half 2011 8 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Industrial Specialties in millions 2nd Qtr 2011 2nd Qtr 2010 Net Sales $ 329 $ 269 Operating EBITDA $ 40 $ 26 Factors affecting change in Net Sales Volume 3% Price 12% Currency 7% Other — Total 22% 2nd Quarter 2011: Strong results with sustained growth in traditional and nontraditional applications Higher pricing with recovery of higher raw materials Expanded margins as higher volumes and increased pricing more than offset higher raw material costs Outlook: Continued strong global demand and margin strength in seasonally robust third quarter Additional VAE volume available following China expansion 9 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Acetyl Intermediates in millions 2nd Qtr 2011 2nd Qtr 2010 Net Sales $ 914 $ 782 Operating EBITDA $ 177 $ 96 Factors affecting change in Net Sales Volume (9)% Price 20% Currency 6% Other — Total 17% 2nd Quarter 2011: Improved results on continued strong global demand for acetic acid and downstream derivative products Lower volume due to scheduled production turnarounds Temporarily elevated industry utilization rates from planned and unplanned production outages of multiple acetyl producers Resilient technology-differentiated cost curve remained intact, driving higher pricing and expanded margins Outlook: Industry utilization rates expected to gradually return to previous ranges (~80%) over the next two quarters Operating EBITDA margins to moderate to normalized levels (mid-teens %) over second half 10 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Affiliate Performance Provides growth in emerging markets and structural raw material hedge Dividends/earnings of $78 million from strategic China acetate ventures reflect continued growth and improved financial performance in emerging regions 2nd Quarter 2011: equity affiliates contributed $46 million to earnings with an additional $37 million proportional Affiliate EBITDA in excess of equity in net earnings not included in Operating EBITDA Income Statement $ millions 200 150 100 50 0 YTD 2011 YTD 2010 Dividends from Cost Investments Earnings from Equity Affiliates Equity Affiliates: Earnings and Proportional EBITDA $ millions 200 150 100 50 0 YTD 2011 YTD 2010 Proportional Affiliate EBITDA in Excess of Equity Earnings Earnings from Equity Affiliates 11 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Free cash flow 2nd Quarter 2011 Adjusted Free Cash Flow $ in millions 2nd Qtr 2011 2nd Qtr 2010 Net cash provided by operating activities $184 $164 Adjustments to operating cash for discontinued operations $(4) $(5) Net cash provided by operating activities from continuing operations $180 $159 Less: Capital expenditures $(74) $(34) Add: Other charges and adjustments1 $(1) $(5) Adjusted Free Cash Flow2 $105 $120 Sustained 2011 cash generation driven by higher earnings and strong fiscal discipline Continued to invest to support future earnings growth with higher capital expenditures and increased working capital 1Amounts primarily associated with cash outflows for purchases of other productive assets that are classified as ‘investing activities’ for U.S. GAAP purposes 2Excludes Ticona Kelsterbach expansion capital expenditures, Fraport cash proceeds and VAT 12 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Strong cash generation continues throughout economic cycle Available Cash $ in millions Cash (as of 06/30/2011) $ 741 Operating Cash ~($100 - $200) Cash Available for Strategic Purposes ~$600 2011E Adjusted Free Cash Outflows(off EBITDA Base) $ in millions Cash Taxes $65 – $90 Capital Expenditures $300 – $350 Reserve/Other $100 – $120 Net Interest $220 – $230 Pension $120 – $140 Working Capital $140 – $170 Adjusted Free Cash Outflows* $945 – $1,100 Paid down a net of $116 million debt in second quarter Full year debt service and dividend expected to be $230-240 million Share repurchases of $13 million YTD** Received final Fraport cash installment of €110 million in June 2011 Expect approximately $125 million aggregate net cash outflow for Kelsterbach expansion in 2011, including capital expenditures and project expense Initial startup of facility in second half 2011 Incremental depreciation of approximately $10 million per quarter beginning in third quarter * Excludes Ticona Kelsterbach expansion cash flows ** YTD refers to six months ended June 30, 2011 13 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Increasingly advantaged portfolio drives 2011 earnings improvement Advanced Engineered Materials 2x to 3x GDP revenue growth Strong earnings conversion Robust technology-rich pipeline Consumer Specialties Continued earnings growth Strong operating margins Growth opportunities in Asia Industrial Specialties Nanjing VAE capacity expansion Higher margin new products High growth EVA applications Acetyl Intermediates Growth in Asia Process innovation and productivity High industry utilization rates through mid-year Increased 2011 outlook Now expect ~$275 million Operating EBITDA improvement vs. 2010 Now expect ~$1.20 adjusted EPS improvement in 2011 vs. 2010 Prior outlook: Operating EBITDA improvement of at least $200 million and adjusted earnings per share improvement of $0.85 14 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Appendix Notes: References on the following slides to tables correspond to the tables included with Celanese press release dated July 21, 2011 15 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Segment data and reconciliation of operating profit (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1) Three Months Ended June 30, (in $ millions) 2011 2010 2011 2010 Net Sales Advanced Engineered Materials 346 282 Business Operating EBITDA Consumer Specialties 291 291 Advanced Engineered Materials 68 59 Industrial Specialties 329 269 Consumer Specialties 68 76 Acetyl Intermediates 914 782 Industrial Specialties 40 26 Other Activities 1 — 1 Acetyl Intermediates 175 94 Intersegment eliminations (127 ) (108 ) Other Activities 1 (41 ) (39 ) Total 1,753 1,517 Total 310 216 Equity Earnings, Cost - Dividend Operating Profit Income and Other Income (Loss) (Expense) Advanced Engineered Materials 27 40 Advanced Engineered Materials 39 39 Consumer Specialties 48 64 Consumer Specialties 79 73 Industrial Specialties 28 16 Industrial Specialties — — Acetyl Intermediates 152 68 Acetyl Intermediates 2 2 Other Activities 1 (46 ) (32 ) Other Activities 1 11 2 Total 209 156 Total 131 116 Other Charges and Other Adjustments 2 Operating EBITDA Advanced Engineered Materials 22 2 Advanced Engineered Materials 107 98 Consumer Specialties 10 3 Consumer Specialties 147 149 Industrial Specialties — — Industrial Specialties 40 26 Acetyl Intermediates (2 ) 2 Acetyl Intermediates 177 96 Other Activities 1 3 (10 ) Other Activities 1 (30 ) (37 ) Total 33 (3 ) Total 441 332 Depreciation and Amortization Expense 3 Advanced Engineered Materials 19 17 Consumer Specialties 10 9 Industrial Specialties 12 10 Acetyl Intermediates 25 24 Other Activities 1 2 3 Total 68 63 1 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 See Table 7 for details. 3 Excludes accelerated depreciation and amortization expense associated with plant closures included in Other Charges and Other Adjustments above. See Table 1A for details. 16 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Reconciliation of consolidated net earnings (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1A) Three Months Ended June 30, (in $ millions) 2011 2010 Net earnings (loss) attributable to Celanese Corporation 203 160 (Earnings) loss from discontinued operations 2 3 Interest income — (1 ) Interest expense 57 49 Refinancing expense 3 — Income tax provision (benefit) 75 61 Depreciation and amortization expense 2 68 63 Other charges (gains), net 1 18 6 Other adjustments 1 15 (9 ) Operating EBITDA 441 332 Detail by Segment Advanced Engineered Materials 107 98 Consumer Specialties 147 149 Industrial Specialties 40 26 Acetyl Intermediates 177 96 Other Activities 3 (30 ) (37 ) Operating EBITDA 441 332 1 See Table 7 for details. 2 Excludes accelerated depreciation and amortization expense associated with plant closures as detailed in the table below and included in Other adjustments above. Three Months Ended June 30, (in $ millions) 2011 2010 Advanced Engineered Materials 1 1 Consumer Specialties 3 — Industrial Specialties — — Acetyl Intermediates — — Other Activities 3 — — Accelerated depreciation and amortization expense 4 1 Depreciation and amortization expense 2 68 63 Total depreciation and amortization expense 72 64 3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies. 17 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Adjusted earnings (loss) per share - reconciliation of a non-U.S. GAAP measure – unaudited (Table 6) Three Months Ended June 30, (in $ millions, except share and per share data) 2011 2010 per per share share Earnings (loss) from continuing operations 205 1.29 163 1.03 Deduct: Income tax (provision) benefit (75 ) (61 ) Earnings (loss) from continuing operations before tax 280 224 Other charges and other adjustments 1 33 (3 ) Refinancing expense 3 — Interest rate swap dedesignation 3 — Adjusted earnings (loss) from continuing operations before tax 319 221 Income tax (provision) benefit on adjusted earnings 2 (54 ) (44 ) Less: Noncontrolling interests — — Adjusted earnings (loss) from continuing operations 265 1.66 177 1.12 Diluted shares (in millions) 3 Weighted average shares outstanding 156.3 156.3 Assumed conversion of preferred stock — — Dilutive restricted stock units 0.9 0.3 Dilutive stock options 2.0 1.8 Total diluted shares 159.2 158.4 1 See Table 7 for details. 2 The adjusted effective tax rate is 17% for the three and six months ended June 30, 2011 and 20% for the three and six months ended June 30, 2010. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. 18 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Other charges and other adjustments - reconciliation of a non-U.S. GAAP measure – unaudited (Table 7) Other Charges: Three Months Ended June 30, (in $ millions) 2011 2010 Employee termination benefits 9 4 Plant/office closures — — Ticona Kelsterbach plant relocation 16 4 Plumbing actions (4 ) (2 ) Asset impairments — — Resolution of commercial disputes (2 ) — Other (1 ) — Total 18 6 Other Adjustments: 1 Three Months Ended June 30, Income Statement (in $ millions) 2011 2010 Classification Cost of sales / Business optimization 2 3 SG&A Ticona Kelsterbach plant relocation 5 (2 ) Cost of sales Cost of sales / Plant closures 7 — SG&A Contract termination — — Cost of sales (Gain) loss on (Gain) loss on disposition of assets (1 ) (14 ) disposition Write-off of other productive assets (1 ) — Cost of sales Other 3 4 Various Total 15 (9 ) Total other charges and other adjustments 33 (3 ) 1 These items are included in net earnings but not included in other charges. 19 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: 2Q 2011 Other charges and other adjustments by segment - reconciliation of a non-U.S. GAAP measure - unaudited Income Statement in millions AEM CS IS AI Other Total Classification Employee termination benefits 4 3 — 1 1 9 Plant/office closures — — — — — — Ticona Kelsterbach plant relocation 16 — — — — 16 Plumbing actions (4 ) — — — — (4 ) Asset impairments — — — — — — Insurance recoveries — — — — — — Resolution of commercial disputes — — — (2 ) — (2 ) Other — — — (1 ) — (1 ) Total other charges 16 3 — (2 ) 1 18 Cost of Sales / Business optimization — — — — 2 2 SG&A Ticona Kelsterbach plant relocation 5 — — — — 5 Cost of Sales Cost of Sales / Plant closures 1 4 — 2 — 7 SG&A Contract termination — — — — — — Cost of Sales (Gain) loss on (Gain)/loss on disposition of assets — — — (1 ) — (1 ) disposition Write-off of other productive assets — — — (1 ) — (1 ) Cost of Sales Other — 3 — — — 3 Various 1 Total other adjustments 6 7 — — 2 15 Total other charges and other adjustments 22 10 — (2 ) 3 33 1 The following summarizes the income statement classification of the other adjustments: Cost of Sales — 3 — — — 3 Selling, General & Administrative — — — — — — Equity in net (earnings) loss of affiliates — — — — — — Other income/expense, net — — — — — — Total other — 3 — — — 3 20 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Equity affiliate results and reconciliation of operating profit to affiliate EBITDA - a non-U.S. GAAP measure - total - unaudited (Table 8) Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Net Sales Ticona Affiliates - Asia 1 393 379 804 750 Ticona Affiliates - Middle East 2 252 245 517 502 Infraserv Affiliates 3 550 488 1,057 1,018 Total 1,195 1,112 2,378 2,270 Operating Profit Ticona Affiliates - Asia 1 52 63 95 128 Ticona Affiliates - Middle East 2 104 118 206 232 Infraserv Affiliates 3 34 27 67 47 Total 190 208 368 407 Depreciation and Amortization Ticona Affiliates - Asia 1 15 20 37 41 Ticona Affiliates - Middle East 2 18 10 30 16 Infraserv Affiliates 3 29 24 55 50 Total 62 54 122 107 Affiliate EBITDA Ticona Affiliates - Asia 1 67 83 132 169 Ticona Affiliates - Middle East 2 122 128 236 248 Infraserv Affiliates 3 63 51 122 97 Total 252 262 490 514 Net Income Ticona Affiliates - Asia 1 37 31 64 75 Ticona Affiliates - Middle East 2 93 104 183 208 Infraserv Affiliates 3 23 20 50 35 Total 153 155 297 318 Net Debt Ticona Affiliates - Asia 1 101 94 101 94 Ticona Affiliates - Middle East 2 (78 ) (89 ) (78 ) (89 ) Infraserv Affiliates 3 308 200 308 200 Total 331 205 331 205 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011. 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 21 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Reg G: Equity affiliate results and reconciliation of proportional operating profit to proportional affiliate EBITDA - a non-U.S. GAAP measure - Celanese proportional share – unaudited (Table 8 continued) Three Months Ended Six Months Ended June 30, June 30, (in $ millions) 2011 2010 2011 2010 Proportional Net Sales Ticona Affiliates - Asia 1 182 176 372 347 Ticona Affiliates - Middle East 2 63 61 129 126 Infraserv Affiliates 3 182 160 348 334 Total 427 397 849 807 Proportional Operating Profit Ticona Affiliates - Asia 1 25 29 45 59 Ticona Affiliates - Middle East 2 25 30 51 58 Infraserv Affiliates 3 12 8 22 15 Total 62 67 118 132 Proportional Depreciation and Amortization Ticona Affiliates - Asia 1 7 9 17 19 Ticona Affiliates - Middle East 2 5 2 8 4 Infraserv Affiliates 3 9 8 18 16 Total 21 19 43 39 Proportional Affiliate EBITDA Ticona Affiliates - Asia 1 32 38 62 78 Ticona Affiliates - Middle East 2 30 32 59 62 Infraserv Affiliates 3 21 16 40 31 Total 83 86 161 171 Equity in net earnings of affiliates (as reported in the Consolidated Statement of Operations) Ticona Affiliates - Asia 1 17 15 30 36 Ticona Affiliates - Middle East 2 22 24 43 47 Infraserv Affiliates 3 7 6 16 11 Total 46 45 89 94 Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates Ticona Affiliates - Asia 1 15 23 32 42 Ticona Affiliates - Middle East 2 8 8 16 15 Infraserv Affiliates 3 14 10 24 20 Total 37 41 72 77 Proportional Net Debt Ticona Affiliates - Asia 1 45 43 45 43 Ticona Affiliates - Middle East 2 (20 ) (22 ) (20 ) (22 ) Infraserv Affiliates 3 100 66 100 66 Total 125 87 125 87 1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011. 2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%). 3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). 22 --------------------------------------------------------------------------------