0000950123-07-014106 8-K 24 20071022 2.02 7.01 9.01 20071023 20071023 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 071184549 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 y41275e8vk.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2007 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition On October 22, 2007, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its third quarter 2007. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure. Item 7.01 Regulation FD Disclosure On October 23, 2007, David N. Weidman, President and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 9:00 a.m. CT. The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description -------------- ------------------------------------------ 99.1 Press Release dated October 22, 2007* 99.2 Slide Presentation dated October 23, 2007* -------------------------------------------------------------------------------- * 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/ Miguel A. Desdin ------------------------------------ Name: Miguel A. Desdin Title: Vice President and Controller Date: October 23, 2007 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description -------------- ------------------------------------------ 99.1 Press Release dated October 22, 2007* 99.2 Slide Presentation dated October 23, 2007* -------------------------------------------------------------------------------- * 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 y41275exv99w1.htm EX-99.1: PRESS RELEASE Exhibit 99.1 [[Image Removed: (CELANESE LOGO)]] Corporate News Release Celanese Corporation Investor Relations 1601 West LBJ Freeway Dallas, Texas 75234- 6034 Mark Oberle Phone: +1 972 443 4464 Celanese Corporation Reports Strong Third Quarter Results; Raises Outlook for Full Year 2007 Third quarter highlights: § Net sales increased 7% to $1,573 million from prior year § Operating profit decreased 15% to $147 million § Net earnings increased 17% to $128 million § Operating EBITDA increased to $302 million from $296 million in prior year § Diluted EPS increased 19% to $0.76 § Adjusted EPS increased to $0.73 from $0.71 in prior year § 2007 adjusted earnings per share outlook raised to between $3.10 and $3.20 from previous guidance of between $2.85 and $3.00 Three Months Ended Nine Months Ended September 30, September 30, (in $ millions, except per share data) 2007 2006 2007 2006 Net sales 1,573 1,471 4,684 4,348 Operating profit 147 172 424 480 Net earnings 128 109 212 329 Operating EBITDA 1 302 296 976 875 Diluted EPS — continuing operations $ 0.77 $ 0.52 $ 0.74 $ 1.58 Diluted EPS — Total $ 0.76 $ 0.64 $ 1.23 $ 1.92 Adjusted EPS 1 $ 0.73 $ 0.71 $ 2.49 $ 2.02 1 Non-U.S. GAAP measures. See reconciliation in tables 1 and 6. Dallas, October 22, 2007: Celanese Corporation (NYSE: CE) today reported strong overall performance with net sales of $1,573 million for the quarter, a 7 percent increase from the prior year. Higher pricing on continued robust global demand for Acetyl Intermediates products and sales from the recently acquired Acetate Products Limited (APL) business drove the increased revenue. Additionally, net sales benefited from increased volume in Advanced Engineered Materials, the successful startup of the company’s acetic acid unit in Nanjing, China and the favorable effect of foreign currency exchange across all businesses. Volumes in Acetyl Intermediates and Industrial Specialties were lower due to the unplanned outage of the acetic acid unit at the company’s Clear Lake, Texas facility which restarted in early August. Operating profit decreased to $147 million from $172 million in the prior year period, primarily due to increased other charges and a loss on sale related to the AT Plastics Films business. Net earnings were $128 million compared with $109 million a year ago, primarily due to U.S. GAAP treatment of taxes in the quarter. -------------------------------------------------------------------------------- Page 2 of 16 Adjusted earnings per share for the third quarter were $0.73 compared with $0.71 in the same period last year, driven by continued strong operating performance across the company and increased earnings from affiliates. The 2006 results included approximately $0.04 of after-tax earnings per share associated with the production of methanol which the company ceased in 2007. The 2007 results for adjusted earnings per share excluded approximately $40 million in costs primarily associated with the company’s debt refinancing initiative and the previously announced revitalization strategy for Industrial Specialties. The tax rate used for adjusted earnings per share was 28 percent and 25 percent for the third quarters of 2007 and 2006, respectively. Operating EBITDA for the quarter was $302 million versus $296 million in the prior year period. “The global fundamentals of our businesses remain strong and we continue to deliver on our growth commitments,” said David Weidman, chairman and chief executive officer. “Although we encountered volatility in key raw materials and were challenged with the impact of the Clear Lake outage, we demonstrated the resiliency of our integrated hybrid structure. Our global balance and end market diversity continued to provide a platform for sustained earnings growth and cash generation.” Year to Date 2007 Net sales for the first nine months of 2007 were $4,684 million, an 8 percent increase from last year’s results. Overall higher pricing on continued strong demand for acetyl products, positive currency effects, and additional sales from the APL business contributed to the increase. Operating profit was $424 million compared with $480 million in the prior year period, primarily due to a long-term management compensation program paid upon the exit of the company’s private equity sponsor, and expenses associated with the company’s restructuring and revitalization programs. Operating EBITDA for the first nine months of 2007 was $976 million, up 12 percent from the first nine months of 2006. Adjusted earnings per share were $2.49 versus $2.02 in the same period last year, driven by strong operating performance. -------------------------------------------------------------------------------- Page 3 of 16 Recent Highlights § Celebrated milestone events in Asia, marking the company’s historical presence in China and Singapore, as well as its commitment to growth in the region. Events included the 20th anniversary of the company’s acetate joint venture at Nantong Cellulose Fibers Company; the 10th anniversary of acetyl products operations in Singapore; and the inauguration of the integrated chemical complex in Nanjing, China. § Sold the Films business of the AT Plastics subsidiary to British Polythene Industries PLC (BPI). The sale was part of Celanese’s ongoing plan to divest non-core businesses. § Announced the sale of the Pampa, Texas facility as part of the company’s plan to pursue strategic alternatives for the site. Celanese’s chemical production and other operations will continue at the site until at least early 2009. § Selected Frankfurt-Hoechst Industrial Park as the new site for Ticona’s Kelsterbach production operations in Germany. Third Quarter Segment Overview In December 2006, the company announced a realignment of its businesses to drive strategic growth and group businesses with similar dynamics and growth opportunities. Beginning with the third quarter 2007, financial results for the business segments reflect this realignment and are reported in the new structure. The comparative segment data, which also reflect the realignment, exclude results from the company’s oxo alcohol business, substantially all of which was divested in the first quarter of 2007. Quarterly earnings for the discontinued Edmonton methanol operations are included in Other Charges and Other Adjustments. For quarterly historical financial information in the new reporting segments for the fiscal years 2005 and 2006 and for the first two fiscal quarters of 2007, please refer to the Investor section of the company’s website, www.celanese.com. Advanced Engineered Materials Advanced Engineered Materials experienced continued high volume growth, fueled by strong end market demand and innovative application development. Net sales increased to $258 million from $230 million in the same period last year as volume increases of 11 percent and positive currency impacts of 4 percent more than offset slightly lower average pricing related to product -------------------------------------------------------------------------------- Page 4 of 16 and segment mix. Operating profit decreased to $35 million from $37 million in the same period last year as the increased sales were offset by higher energy costs and the impact of product and segment mix. Operating EBITDA, however, increased to $70 million from $67 million in the prior year period, driven by increased earnings from its equity affiliates. Advanced Engineered Materials represents the previously reported Technical Polymers Ticona segment. Consumer Specialties Consumer Specialties continued to deliver superior performance and realize the benefits of the revitalization strategy for its Acetate Products business. Net sales increased 32 percent to $282 million compared with the same period last year. The increase was primarily driven by $59 million of additional net sales in the quarter from the acquired APL business. Net sales also benefited from higher pricing on continued strong demand in Acetate Products. Increased volumes for Sunett®sweetener helped to offset lower acetate flake volumes associated with the company’s strategy to expand its China ventures and close flake production in Edmonton, Canada. Operating profit was $34 million, $1 million lower than the prior year period. The increased sales were offset by higher raw material and energy costs, higher depreciation and amortization, and expenses associated with the continued integration of the recently acquired APL business. Operating EBITDA increased to $53 million compared with $44 million in the same period last year. Consumer Specialties combines the previously reported Acetate Products and Performance Products segments. Industrial Specialties Net sales for the integrated, downstream specialty businesses decreased 6 percent to $314 million compared with the prior year period, primarily driven by lower volumes resulting from the unplanned outage of the acetic acid unit at the company’s Clear Lake facility and its subsequent force majeure. Net sales benefited, however, from higher pricing on continued strong demand and favorable currency effects in the period. Operating profit was a loss of $9 million, $26 million lower than the prior year period, on lower volumes and higher raw material costs, primarily VAM. Third quarter 2007 results also included a $7 million loss on sale of the AT Plastics Films business in August 2007. Operating EBITDA was $18 million compared with $36 million in the prior year period. The Industrial Specialties segment combines the emulsions, polyvinyl alcohol (PVOH) and AT Plastics businesses which were previously reported in the Chemical Products and Other segments, respectively. -------------------------------------------------------------------------------- Page 5 of 16 Acetyl Intermediates Acetyl Intermediates demonstrated the strength of its global presence and executed on its growth objectives in Asia. Net sales were $859 million compared with $872 million in the prior year period as higher pricing on continued strong global demand and positive currency effects helped to offset overall lower volumes resulting from the company’s unplanned outage at the Clear Lake facility. Additional industry production outages also contributed to the favorable supply/demand balances and higher pricing. Production from the company’s new acetic acid unit in Nanjing, China positively impacted results. Operating profit was $117 million, a 7 percent decrease from the same period last year, driven by lower volumes, higher raw material costs, and higher depreciation and amortization expense associated with the Nanjing, China unit. Operating EBITDA, however, increased modestly to $178 million from $177 million in the same period last year as the company’s Ibn Sina cost affiliate contributed higher dividends in the quarter. Acetyl Intermediates includes acetic acid, VAM, acetic anhydride and other acetyl derivatives previously reported in the Chemical Products segment. Taxes The tax rate for adjusted earnings per share was 28 percent in the third quarter of 2007 compared with 25 percent for the third quarter of 2006. The third quarter U.S. GAAP effective rate was significantly lower primarily as a result of revaluing deferred taxes to reflect the recent German tax rate reduction. This rate reduction was accounted for as a discrete transaction in the third quarter. The adjusted tax rate of 28 percent is based on our previous guidance which did not anticipate this rate reduction. Equity and Cost Investments Earnings from equity investments and dividends from cost investments, which are reflected in the company’s adjusted earnings and operating EBITDA, totaled $53 million in the third quarter compared with $33 million in the third quarter of 2006. The increase is attributed to higher dividends received from its Ibn Sina cost affiliate, primarily driven by strong methanol and MTBE performance, as well as improved earnings performance in the Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in operating cash flow, increased to $43 million from $33 million last year. -------------------------------------------------------------------------------- Page 6 of 16 Cash Flow During the first nine months of 2007, the company generated approximately $279 million in cash flow from operations compared with $444 million in the same period last year. Excluding operating cash used in discontinued operations in both periods, cash flow from operations was $371 million and $437 million for 2007 and 2006, respectively. Through the end of the third quarter 2007, the company has paid $109 million in additional cash taxes compared with the same period last year. “Our cash generation remains strong,” said Steven Sterin, senior vice president and chief financial officer. “We continue on track to deliver between $400 million and $500 million in free cash flow during 2007.” Cash and cash equivalents at the end of the period were $531 million, a decrease of $260 million from the end of 2006 and an increase of $61 million from the end of the second quarter of 2007. During the first nine months of 2007, the company executed a comprehensive recapitalization strategy which included a debt refinancing and repurchase of its Series A common stock. The company completed purchasing shares under this plan during July 2007, using $145 million in cash in the third quarter. Net debt at the end of the third quarter was $2,964 million, an increase of $257 million from the end of 2006, primarily driven by the company’s debt refinancing and the acquisition of the APL business. Outlook The company raised its full year 2007 outlook for adjusted earnings per share to between $3.10 and $3.20 from its previous guidance range of between $2.85 and $3.00. The company’s guidance is based on a tax rate of 28 percent and a year-end weighted average of 171 million diluted shares outstanding. The company also raised its guidance range for operating EBITDA to between $1,240 million and $1,270 million from its previous guidance range of between $1,180 million and $1,220 million. “With continued strong business performance and higher pricing across the acetyls industry related to significant production outages, our financial outlook for the remainder of the year has improved. Our Industrial Specialties businesses, however, will be challenged with higher raw material costs consistent with the integrated nature of their earnings profile,” said Weidman. “Overall, the performance of our global portfolio continues to deliver growth and improved earnings.” -------------------------------------------------------------------------------- Page 7 of 16 Contacts: Investor Relations Media Mark Oberle Jeremy Neuhart Phone: +1 972 443 4464 Phone: +1 972 443 3750 Telefax: +1 972 332 9373 Telefax: +1 972 443 8519 Email: Mark.Oberle@celanese.com Jeremy.Neuhart@celanese.com As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.7 billion in 2006, with over 60% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,900 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com. Forward-Looking Statements This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. -------------------------------------------------------------------------------- Page 8 of 16 Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This release reflects four performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, and net debt as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for 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, a measure used by management to measure performance, is defined as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. • Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider affiliate EBITDA when determining the equity investments’ overall value in the company. • Adjusted earnings per share is a measure used by management to measure performance. It is defined as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. • Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company’s capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. Results Unaudited The results presented in this release, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. -------------------------------------------------------------------------------- Page 9 of 16 Preliminary Consolidated Statements of Operations — Unaudited Three Months Ended Nine Months Ended September 30, September 30, (in $ millions, except per share data) 2007 2006 2007 2006 Net sales 1,573 1,471 4,684 4,348 Cost of sales (1,236 ) (1,133 ) (3,651 ) (3,350 ) Gross profit 337 338 1,033 998 Selling, general and administrative expenses (133 ) (129 ) (371 ) (402 ) Amortization of Intangibles 1 (18 ) (17 ) (53 ) (49 ) Research and development expenses (18 ) (15 ) (54 ) (48 ) Other (charges) gains, net (12 ) — (118 ) (12 ) Foreign exchange loss, net — (2 ) — (3 ) Loss on disposition of assets, net (9 ) (3 ) (13 ) (4 ) Operating profit 147 172 424 480 Equity in net earnings of affiliates 24 17 65 53 Interest expense (63 ) (73 ) (196 ) (217 ) Refinancing expenses — (1 ) (256 ) (1 ) Interest income 9 10 34 26 Dividend income — cost investments 29 16 93 62 Other income (expense), net (15 ) 9 (30 ) (2 ) Earnings from continuing operations before tax and minority interests 131 150 134 401 Income tax provision (1 ) (60 ) (6 ) (128 ) Earnings from continuing operations before minority interests 130 90 128 273 Minority interests — (2 ) — (3 ) Earnings from continuing operations 130 88 128 270 Earnings (loss) from discontinued operations: Earnings from operation of discontinued operations — 29 38 85 Gain on disposal of discontinued operations — 3 47 4 Income tax provision (2 ) (11 ) (1 ) (30 ) Earnings (loss) from discontinued operations (2 ) 21 84 59 Net earnings 128 109 212 329 Cumulative preferred stock dividend (2 ) (3 ) (7 ) (8 ) Net earnings available to common shareholders 126 106 205 321 Earnings (loss) per common share — basic: Continuing operations $ 0.85 $ 0.54 $ 0.78 $ 1.65 Discontinued operations (0.01 ) 0.13 0.54 0.37 Net earnings available to common shareholders $ 0.84 $ 0.67 $ 1.32 $ 2.02 Earnings (loss) per common share — diluted: Continuing operations $ 0.77 $ 0.52 $ 0.74 $ 1.58 Discontinued operations (0.01 ) 0.12 0.49 0.34 Net earnings available to common shareholders $ 0.76 $ 0.64 $ 1.23 $ 1.92 Weighted average shares — basic 150.2 158.6 155.4 158.6 Weighted average shares — diluted 167.4 171.2 172.1 171.6 1 Customer related intangibles -------------------------------------------------------------------------------- Page 10 of 16 Preliminary Consolidated Balance Sheets — Unaudited September 30, December 31, (in $ millions) 2007 2006 ASSETS Current assets: Cash and cash equivalents 531 791 Restricted cash — 46 Receivables: Trade receivables — third party and affiliates, net 953 1,001 Other receivables 395 475 Inventories 575 653 Deferred income taxes 75 76 Other assets 61 69 Total current assets 2,590 3,111 Investments 778 763 Property, plant and equipment, net 2,270 2,155 Deferred income taxes 51 22 Other assets 545 506 Goodwill 875 875 Intangible assets, net 432 463 Total assets 7,541 7,895 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings and current installments of long-term debt — third party and affiliates 243 309 Trade payables — third parties and affiliates 675 823 Other current liabilities 851 787 Deferred income taxes 6 18 Income taxes payable 16 279 Total current liabilities 1,791 2,216 Long-term debt 3,252 3,189 Deferred income taxes 247 297 Benefit obligations 880 889 Other liabilities 692 443 Minority interests 5 74 Shareholders’ equity: Preferred stock — — Common stock — — Treasury stock, at cost (403 ) — Additional paid-in capital 428 362 Retained earnings 594 394 Accumulated other comprehensive income (loss), net 55 31 Total shareholders’ equity 674 787 Total liabilities and shareholders’ equity 7,541 7,895 -------------------------------------------------------------------------------- Page 11 of 16 Table 1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure. Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Net Sales Advanced Engineered Materials 258 230 777 691 Consumer Specialties 282 213 832 652 Industrial Specialties 314 335 1,015 972 Acetyl Intermediates 859 872 2,532 2,520 Other Activities 1 6 5 2 16 Intersegment eliminations (146 ) (184 ) (474 ) (503 ) Total 1,573 1,471 4,684 4,348 Operating Profit (Loss) Advanced Engineered Materials 35 37 103 116 Consumer Specialties 34 35 130 124 Industrial Specialties (9 ) 17 2 35 Acetyl Intermediates 117 126 340 349 Other Activities 1 (30 ) (43 ) (151 ) (144 ) Total 147 172 424 480 Equity Earnings and Other Income/(Expense) 2 Advanced Engineered Materials 18 14 48 42 Consumer Specialties 2 — 37 22 Industrial Specialties — — — (1 ) Acetyl Intermediates 28 18 51 40 Other Activities 1 (10 ) 10 (8 ) 10 Total 38 42 128 113 Other Charges and Other Adjustments 3 Advanced Engineered Materials — — 5 (4 ) Consumer Specialties 2 — 11 — Industrial Specialties 14 3 33 14 Acetyl Intermediates 2 10 59 36 Other Activities 1 22 3 98 31 Total 40 16 206 77 Depreciation and Amortization Expense Advanced Engineered Materials 17 16 51 48 Consumer Specialties 15 9 39 29 Industrial Specialties 13 16 43 45 Acetyl Intermediates 31 23 81 78 Other Activities 1 1 2 4 5 Total 77 66 218 205 Operating EBITDA Advanced Engineered Materials 70 67 207 202 Consumer Specialties 53 44 217 175 Industrial Specialties 18 36 78 93 Acetyl Intermediates 178 177 531 503 Other Activities 1 (17 ) (28 ) (57 ) (98 ) Total 302 296 976 875 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. 2 Includes equity earnings from affiliates, dividends from cost investments and other income/(expense) 3 Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations (See Table 7). -------------------------------------------------------------------------------- Page 12 of 16 Table 2 Factors Affecting Third Quarter 2007 Segment Net Sales Compared to Third Quarter 2006 (in percent) Volume Price Currency Other1 Total Advanced Engineered Materials 11 % -3 % 4 % 0 % 12 % Consumer Specialties -1 % 4 % 1 % 28 % 32 % Industrial Specialties -11 % 3 % 4 % -2 % -6 % Acetyl Intermediates -15 % 11 % 3 % 0 % -1 % Total Company -10 % 7 % 4 % 6 % 7 % Factors Affecting Nine Months 2007 Segment Net Sales Compared to Nine Months 2006 (in percent) Volume Price Currency Other1 Total Advanced Engineered Materials 9 % -1 % 4 % 0 % 12 % Consumer Specialties -3 % 5 % 1 % 25 % 28 % Industrial Specialties 0 % 1 % 4 % -1 % 4 % Acetyl Intermediates -10 % 7 % 3 % 0 % 0 % Total Company -5 % 5 % 4 % 4 % 8 % 1 Primarily represents net sales from APL (Acetate), divestiture of AT Plastics Films business and captive insurance companies (Total Company). Table 3 Cash Flow Information Nine Months Ended September 30, (in $ millions) 2007 2006 Net cash provided by operating activities 279 444 Net cash provided by (used in) investing activities 196 (222 ) Net cash used in financing activities (760 ) (109 ) Exchange rate effects on cash 25 10 Cash and cash equivalents at beginning of period 791 390 Cash and cash equivalents at end of period 531 513 Table 4 Cash Dividends Received Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Dividends from equity investments 14 17 54 53 Dividends from cost investments 29 16 93 62 Total 43 33 147 115 Table 5 Net Debt — Reconciliation of a Non-U.S. GAAP Measure September 30, December 31, (in $ millions) 2007 2006 Short-term borrowings and current installments of long-term debt — third party and affiliates 243 309 Long-term debt 3,252 3,189 Total debt 3,495 3,498 Less: Cash and cash equivalents 531 791 Net Debt 2,964 2,707 -------------------------------------------------------------------------------- Page 13 of 16 Table 6 Adjusted Earnings Per Share — Reconciliation of a Non-U.S. GAAP Measure Three Months Ended Nine Months Ended September 30, September 30, (in $ millions, except per share data) 2007 2006 2007 2006 Earnings (loss) from continuing operations before tax and minority interests 131 150 134 401 Non-GAAP Adjustments: Other charges and other adjustments 1 40 16 206 77 Refinancing costs — 254 — Adjusted earnings from continuing operations before tax and minority interests 171 166 594 478 Income tax provision on adjusted earnings2 (48 ) (42 ) (166 ) (129 ) Minority interests — (2 ) — (3 ) Adjusted earnings from continuing operations 123 122 428 346 Preferred dividends (2 ) (3 ) (7 ) (8 ) Adjusted net earnings available to common shareholders 121 119 421 338 Add back: Preferred dividends 2 3 7 8 Adjusted net earnings for adjusted EPS 123 122 428 346 Diluted shares (millions) Weighted average shares outstanding 150.2 158.6 155.4 158.6 Assumed conversion of Preferred Shares 12.0 12.0 12.0 12.0 Assumed conversion of Restricted Stock 0.4 — 0.3 — Assumed conversion of stock options 4.8 0.6 4.4 1.0 Total diluted shares 167.4 171.2 172.1 171.6 Adjusted EPS 0.73 0.71 2.49 2.02 1 See Table 7 for details 2 The adjusted tax rate for the three and nine months ended September 30, 2007 is 28% based on the original full year 2007 guidance. -------------------------------------------------------------------------------- Page 14 of 16 Table 7 Reconciliation of Other Charges and Other Adjustments Other Charges: Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Employee termination benefits 2 — 27 11 Plant/office closures 4 — 4 — Insurance recoveries associated with plumbing cases (2 ) — (2 ) (3 ) Long-term compensation triggered by Exit Event — — 74 — Asset impairments 6 — 9 — Ticona Kelsterbach relocation 1 — 4 — Other 1 — 2 4 Total 12 — 118 12 Other Adjustments: 1 Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Executive severance & other costs related to Squeeze-Out (1 ) 5 — 28 Ethylene Pipeline Exit — — 10 Business Optimization 5 4 10 4 Foreign exchange loss related to refinancing transaction 13 — 22 — AT Plastics films sale 7 — 7 — Discontinued Methanol production 2 — 10 31 36 Other 4 (3 ) 8 (3 ) Total 28 16 88 65 Total other charges and other adjustments 40 16 206 77 1 These items are included in net earnings but not included in other charges. 2 Adjusted earnings per share included earnings from its discontinued methanol production which was included in the company’s 2007 guidance. -------------------------------------------------------------------------------- Page 15 of 16 Table 8 Equity Affiliate Preliminary Results — Total — Unaudited Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Net Sales Ticona Affiliates1 315 291 934 862 Infraserv2 422 346 1,175 1,010 Total 737 637 2,109 1,872 Operating Profit Ticona Affiliates 55 42 148 130 Infraserv 19 16 61 47 Total 74 58 209 177 Depreciation and Amortization Ticona Affiliates 12 13 39 35 Infraserv 21 20 61 59 Total 33 33 100 94 Affiliate EBITDA3 Ticona Affiliates 67 55 187 165 Infraserv 40 36 122 106 Total 107 91 309 271 Net Income Ticona Affiliates 38 29 98 85 Infraserv 19 10 59 38 Total 57 39 157 123 Net Debt Ticona Affiliates 142 (25 ) 142 (25 ) Infraserv 5 35 5 35 Total 147 10 147 10 Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited4 Three Months Ended Nine Months Ended September 30, September 30, (in $ millions) 2007 2006 2007 2006 Net Sales Ticona Affiliates 145 134 432 399 Infraserv 135 78 388 394 Total 280 212 820 793 Operating Profit Ticona Affiliates 25 20 70 62 Infraserv 6 5 20 16 Total 31 25 90 78 Depreciation and Amortization Ticona Affiliates 6 6 18 17 Infraserv 6 6 20 19 Total 12 12 38 36 Affiliate EBITDA3 Ticona Affiliates 31 26 88 78 Infraserv 12 11 39 34 Total 43 37 127 112 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates 18 13 47 39 Infraserv 6 4 18 14 Total 24 17 65 53 Affiliate EBITDA in excess of Equity in net earnings of affiliates5 Ticona Affiliates 13 13 41 39 Infraserv 6 7 21 20 Total 19 20 62 59 Net Debt Ticona Affiliates 62 (13 ) 62 (13 ) Infraserv 3 13 3 13 Total 65 — 65 — 1 Ticona Affiliates includes PolyPlastics (45% ownership), Korean Engineering Plastics(50%) and Fortron Industries(50%) 2 Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst Group — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack 27%) 3 Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measures 4 Calculated as the product of figures from the above table times Celanese ownership percentage 5 Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA EX-99.2 3 y41275exv99w2.htm EX-99.2: SLIDE PRESENTATION Exhibit 99.2 [[Image Removed]] Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 3Q 2007 Earnings Conference Call / Webcast Tuesday, October 23, 2007 10:00 a.m. ET -------------------------------------------------------------------------------- [[Image Removed]] Forward Looking Statements, Reconciliation and Use of Non- GAAP Measures to U.S. GAAP -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates Formaldehyde VAM Acetic Acid Differentiated Intermediates Specialty Products Building Block Celanese resegmentation: Realigning the businesses to accelerate growth Raw Materials Advanced Engineered Materials (AEM) Industrial Specialties (IS) Anhydride and esters Consumer Specialties (CS) Engineered Plastics Emulsions/PVOH Nutrinova Acetate AT Plastics -------------------------------------------------------------------------------- [[Image Removed]] Dave Weidman Chairman and Chief Executive Officer -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation Q3 2007 Highlights in millions (except EPS) 3rd Qtr 2007 3rd Qtr 2006 Net Sales $1,573 $1,471 Operating Profit $147 $172 Adjusted EPS $0.73 $0.71 Operating EBITDA $302 $296 Note: All figures exclude results of the divested Oxo Alcohol business. The results of the discontinued Edmonton Methanol business have only been excluded from Net Sales and Operating Profit. -------------------------------------------------------------------------------- [[Image Removed]] Advanced Engineered Materials Continue >2x GDP volume growth across transportation and non-transportation end-uses Continuing high raw material costs Consumer Specialties Improved earnings continue from revitalization efforts Integration of APL acquisition Strong underlying business fundamentals Industrial Specialties Continued challenge with high raw material costs Force majeure impact expected to conclude in fourth quarter Acetyl Intermediates Continued strong global demand Favorable pricing continues into Q4 ~($0.07)/share Q4Y/Y headwind associated with Edmonton methanol exit 2007 Business Outlook 2007 Guidance: Adjusted EPS $3.10 to $3.20 Operating EBITDA $1,240 to $1,270 MM Forecasted 2007 tax rate of 28% -------------------------------------------------------------------------------- [[Image Removed]] Celanese continues to execute its growth strategy $300 - $350 million increased EBITDA profile plus EPS potential by 2010 Group Asia Revitalization Innovation Organic Balance Sheet Operational Excellence EBITDA Impact Advanced Engineered Materials X X X X > $100MM Consumer and Industrial Specialties X X X X > $100MM Acetyl Intermediates X X X > $100MM Celanese Corporate X X Incremental EPS Primary Growth Focus Operating EBITDA EPS -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and CFO -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation Financial Highlights in millions (except EPS) 3rd Qtr 2007 3rd Qtr 2006 Net Sales $1,573 $1,471 Operating Profit $147 $172 Net Earnings $128 $109 Special Items Other Charges/Adjustments $40 $16 Adjusted EPS $0.73 $0.71 Effective Tax Rate 28% 25% Diluted Share Basis 167.4 171.2 Operating EBITDA $302 $296 Net sales increased 7% from the prior year Continued strong global demand for Acetyl Intermediates Double digit volume growth in Advanced Engineered Materials Higher pricing in Consumer Specialties Operating profit decreased 15% driven primarily by increased other charges and a loss on sale related to the AT Plastics Films business Adjusted EPS up to $0.73/share Operating EBITDA increased to $302 -------------------------------------------------------------------------------- [[Image Removed]] in millions 3rd Qtr 2007 3rd Qtr 2006 Net Sales $258 up 12% $230 Operating EBITDA $70 up 4% $67 Advanced Engineered Materials Third Quarter 2007: Net sales increase driven by strong volume growth (11%) and currency effect (4%) offset by pricing declines related to product and application mix Volume growth partially offset by mix effect and higher energy costs Increased earnings from equity affiliates contributed to Operating EBITDA improvement -------------------------------------------------------------------------------- [[Image Removed]] Third Quarter 2007: Increased revenues primarily attributable to $59 million of additional net sales from APL and higher pricing on continued strong global demand for Acetate Products Continued volume growth in Sunett(r) partially offset lower overall pricing for the sweetener Increased volumes, higher overall pricing and realized benefits from the revitalization efforts helped to offset increased raw material and energy costs Consumer Specialties in millions 3rd Qtr 2007 3rd Qtr 2006 Net Sales $282 up 32% $213 Operating EBITDA $53 up 20% $44 -------------------------------------------------------------------------------- [[Image Removed]] Third Quarter 2007: Net sales decrease primarily driven by lower volumes resulting from the unplanned outage at the Clear Lake facility and the subsequent force majeure Higher pricing and favorable currency impacts could not offset the significantly lower volumes and higher raw material costs Industrial Specialties in millions 3rd Qtr 2007 3rd Qtr 2006 Net Sales $314 down 6% $335 Operating EBITDA $18 down 50% $36 -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates in millions 3rd Qtr 2007 3rd Qtr 2006 Net Sales $859 down 1% $872 Operating EBITDA $178 up 1% $177 Third Quarter 2007: Higher pricing, favorable currency effects and production from the new Nanjing unit positively impacted results Challenged with reduced volumes resulting from the unplanned outage at the Clear Lake facility Favorable supply/demand balances as a result of unplanned outages at key competitors continued to drive increased pricing in the industry Operating EBITDA includes increased dividends from the Ibn Sina cost affiliate -------------------------------------------------------------------------------- [[Image Removed]] Q3 2006 Q3 2007 YTD 2006 YTD 2007 Q3 2006 Q3 2007 YTD 2006 YTD 2007 Q3 2007: Earnings impact higher than cash flows primarily due to increased earnings in the equity affiliates of Advanced Engineered Materials Updated FY 2007 Income Guidance: Income significantly above 2006 full-year performance of ~$154 million Full-year 2007 Cash Flow guidance: Cash flow approximates income statement impact Income Statement Cash Flow Strong performance continues for Equity and Cost Investments Note: All figures exclude results of the divested Oxo Alcohol business. -------------------------------------------------------------------------------- [[Image Removed]] Continued strong cash generation ($ in millions) YTD 2007 YTD 2006 Net cash provided by operating activities $279 $444 Operating cash used in discontinued operations $92 ($7) Net cash provided by operating activities from continuing operations $371 $437 Less: Capital expenditures $217 $171 Add: Other charges and other adjustments1 $90 ($10) Free Cash Flow - Adjusted $244 $256 Cash Flow from Operations Year over Year Comparison Factors contributing to strong cash generation during 2007: Strong operating performance despite unplanned outage at Clear Lake Facility Continued commitment and increased investment in Asia 2007 YTD cash flows from operations included ~$109 million in additional cash taxes 1 Amounts primarily associated with the long-term management compensation plan payment in 2007 and the cash impacts from the Edmonton methanol production in both 2007 and 2006. -------------------------------------------------------------------------------- [[Image Removed]] Appendix -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Adjusted EPS -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Net Debt -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Other Charges and Other Adjustments -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Operating EBITDA