0000950136-05-008001 8-K 171 20051213 7.01 9.01 20051214 20051213 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 051262210 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 file001.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): December 13, 2005 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] DELAWARE [[Image Removed]] 001-32410 [[Image Removed]] 98-0420726 (State or other jurisdiction [[Image Removed]] (Commission File [[Image Removed]] (IRS Employer of incorporation) Number) Identification No.) [[Image Removed]] 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 901-4500 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): [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- [[Image Removed]] [[Image Removed]] Item 7.01 Regulation FD Disclosure On December 13, 2005, Celanese Corporation presented its financial and strategic outlook for year-end 2005 and 2006 at its Investor Conference in New York. A copy of the related slide presentation is attached hereto as Exhibit 99.1. [[Image Removed]] [[Image Removed]] Item 9.01 Financial Statements and Exhibits. (c) Exhibits [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Exhibit Number [[Image Removed]] Description 99.1 Slide presentation related to the presentation given [[Image Removed]] by Celanese Corporation at its Investors Conference on December 13, 2005 in New York* [[Image Removed]] * Exhibit shall be deemed furnished to, but not filed with, the SEC in connection with the disclosure set forth in Item 7.01. -------------------------------------------------------------------------------- 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. [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] CELANESE CORPORATION [[Image Removed]] By: [[Image Removed]] /s/ Steven M. Sterin [[Image Removed]] [[Image Removed]] Name:Steven M. Sterin Title: Vice President and Controller [[Image Removed]] Date: December 13, 2005 -------------------------------------------------------------------------------- Exhibit Index [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Exhibit Number [[Image Removed]] Description 99.1 Slide presentation related to the presentation given [[Image Removed]] by Celanese Corporation at its Investors Conference on December 13, 2005 in New York* [[Image Removed]] * Exhibit shall be deemed furnished to, but not filed with, the SEC in connection with the disclosure set forth in Item 7.01. -------------------------------------------------------------------------------- EX-99.1 4 file002.htm PRESENTATION [[Image Removed]] Ac elerating Celanese Celanese Investor Day December 13, 2005 St. Regis Hotel, New York [[Image Removed]] This release reflects three performance measures, net debt, adjusted EBITDA, and diluted adjusted earnings per share as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for net debt is total debt; for adjusted EBITDA is net earnings (loss); for diluted adjusted earnings per share is net earnings (loss); and, for adjusted basic earnings per share is income available to common shareholders. For a reconciliation of these non-U.S. GAAP measures to U.S. GAAP figures, see the accompanying schedules to this release. Forward Looking Statements, Reconciliation and Use of Non-GAAP Measures to U.S. GAAP Adjusted EBITDA, a measure used by management to measure performance, is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization, and further adjusted for certain cash and non-cash charges. Our management believes adjusted 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. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net earnings 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 adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, adjusted 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. Net debt is defined as total debt less cash and cash equivalents. Our management uses net debt to evaluate the Company's capital structure. Diluted adjusted net earnings per share is defined as income available to common shareholders plus preferred dividends, adjusted for special and one-time expenses and divided by the number of basic common and diluted preferred shares outstanding as of September 30, 2005. We believe that the presentation of all of the non-U.S. GAAP information 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. This presentation may contain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this presentation, the words “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 presentation. 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. For a discussion of some of the factors, we recommend that you review the Company’s Annual Report on Form 10-K at the SEC’s website at www.sec.gov. 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. [[Image Removed]] Today’s Agenda 12:15pm Lunch 11:30am Dave Weidman Wrap up/Q&A 11:10am John Gallagher Building a Case for Value 10:55am Josh Cheng Focus on China 10:25am Lyndon Cole Performance Driven Solutions 10:10am Jim Alder Controlling the Controllables Q&A/Break 9:20am Doug Madden Positioning for the Future 9:00am Bill Massa The Value of a Hybrid Chemical Company 8:40am John O’Dwyer Building on our Competitive Advantage 8:20am Dave Weidman Accelerating Celanese Mark Oberle Introduction/Agenda [[Image Removed]] Accelerating Celanese David Weidman, President and CEO [[Image Removed]] Hybrid Serving numerous markets with differing profit drivers Downstream Basic Today 2005 Projected Revenue ~50% ~50% [[Image Removed]] Hybrid Moving to higher value added segments Downstream Basic 50% 50% Tomorrow Projected Revenue [[Image Removed]] Integrated Engineered Plastics Methanol Merchant sales Basic Products Downstream Products Optionality drives value Formaldehyde Acetic Acid Anhydride and esters VAM Acetate Nutrinova Emulsions Building Block [[Image Removed]] Areas for Potential Bolt- on Acquisitions Areas for Potential Bolt- on Acquisitions Integrated Nutrinova Engineered Plastics Acetate Emulsions Merchant sales Basic Products Downstream Products Extending the value chain for even greater optionality Formaldehyde Anhydride and esters VAM Acetic Acid Building Block Methanol [[Image Removed]] Global Today Well positioned in key regions *Percentage of 2005 Celanese projected net sales and Celanese share of equity and cost investments. 20%* 40%* 40%* Asia Europe North America [[Image Removed]] Our Global Profile Tomorrow Continue with joint ventures Nanjing Complex New GUR plant Building our presence in growth regions KEPCO, Polyplastics subsidiary, Taiwan. Korea Engineering Plastics Zhuhai and Kunming Fibers Co. Polyplastics Polyplastics, Malaysia Celanese Chemicals, Singapore Nantong Cellulose Fibers Co. Nanjing Acetyl Complex, China 33% of Sales in Asia [[Image Removed]] Market Leader Today 2005 Sales 85% Chemical Products Ticona Acetate Nutrinova Leading with a customer focused culture Polyacetal UHMW PE* Liquid crystal polymers Sunett Acetic Acid Vinyl Acetate Acetic Anhydride VAE Emulsions PVOH Carboxylic Acids Products holding #1 or #2 positions: Acetate filter tow *Ultra high molecular weight polyethylene [[Image Removed]] Better Positioned Tomorrow Future Total Sales 90 - 95% Products holding #1 or #2 positions Chemical Products Ticona Acetate Nutrinova Continue to focus the portfolio [[Image Removed]] Best-in-Class Technology Today Acetic Acid: Lowest Cost Producer $ per ton (full cash cost) 1,000 5,000 7,000 9,000 3,000 By-prod AO PlusTM/Leading Competition Conventional MeOH/CO LPO/Naphtha Acetaldehyde Ethanol Celanese [[Image Removed]] Nanjing – Lowest Cost Integrated Acetyls Complex Acetic Acid Unit VAM Unit Admin & Control Room VAE Ware- house Waste Water Flare Integrated Low cost technology Advantaged feedstock Coal-based CO Expandable technology Methanol CO Finished Products $600 million+ in revenue from Nanjing products Power Substation [[Image Removed]] Leadership Execution Today Productivity improvement versus peer group Celanese has outperformed peers in productivity 0% 5% 10% 15% 20% 2000 First Half 2005 Celanese Peer Average [[Image Removed]] Culture of Continuous Improvement Productivity improvement versus peer group Objective is to outperform peer group by 150 -200 bps per year 0% 5% 10% 15% 20% 2000 Future Celanese Peer Average First Half 2005 [[Image Removed]] Cash Generative – Today Free Cash Flow *Operating cash flow minus capital expenditures **Excludes $474 million in excess pension contributions 0 100 200 300 400 500 600 2003 2004* 9 mths 2005 Cash flow positive over operating cycle [[Image Removed]] Cash Generative – Tomorrow Free Cash Flow* *Operating cash flow minus capital expenditures **Excludes $474 million in excess pension contributions Range of Cash 0 100 200 300 400 500 600 2003 2004** 9 mths 2005 Representative Cash Flow Strong free cash flow generation ’05 to ‘07 [[Image Removed]] Defining areas for potential substitution Basis of Competing Systems: VAM Acrylate Styrene Markets: Paint & Coatings Adhesives Paper Competing Emulsions Systems Paint & Coatings Systems VAM / Veova Styrene Acrylate VAE Vinyl Acrylic Pure Acrylic [[Image Removed]] Methanol + CO Acetic Acid Acetic Acid + Ethylene + Oxygen Vinyl Acetate Ethylene & Methanol Propylene + Oxygen (Air) Acrylic Acid Acrylic Acid + Butanol Butyl Acrylate Propylene Benzene + Ethylene Ethylbenzene Ethylbenzene Styrene + H2 Benzene & Ethylene Celanese acetyls core based on methanol and ethylene Basic Emulsions Building Blocks VINYL ACETATE ACRYLATE STYRENE BASIS [[Image Removed]] Market Drivers: Shift to ‘stranded gas’, low cost methanol Celanese captured shift early with Southern Chemical contract * Based on CMAI Data, December 2005 Methanol Price Methanol Price History & Forecast* $0 $50 $100 $150 $200 $250 $300 $350 2003 2004 2005 2006 2007 2008 2009 T2 W Europe US Gulf [[Image Removed]] Ethylene to Propylene Ratio Declining Market Drivers: Low cost technology produces ethylene & propylene as co- products Propylene demand growth higher than ethylene Dedicated propylene production technology – higher cost technology * Based on CMAI Propylene and Ethylene Data, December 2005 Potential long term structural shift in relative pricing Propylene = 1 1.35 Ratio 1.20 Ratio 1.05 Ratio 0.5 0.7 0.9 1.1 1.3 1.5 1.7 1998 2000 2002 2004 2006 2008 2010 [[Image Removed]] Opportunities for Substitution * CG propylene price based near parity to ethylene price Feed and utility costs of downstream products, $/ton VAM with MeOH at alternate fuel value Butyl acrylate Styrene butadiene (55% styrene) Potential for customer shift creating additional growth Higher crude oil drives increased advantage for vinyl systems Price-performance shift expected [[Image Removed]] Attractive Value Proposition Improving leadership in attractive businesses Strong, profitable presence in Asia – and increasingly so Vast majority of sales from leading products – moving higher in the future Best-in-class technology – and increasing the advantage Tremendous cash flow generation Historically positive throughout the cycle – even stronger in the future Track record of execution Outperformed peers from 2001 – 2005; expect to continue 50% downstream businesses – even higher in the future Highly integrated – building on core in future Clearly Hybrid [[Image Removed]] Acetyls Building on Competitive Advantage John O’Dwyer, President, Acetyls [[Image Removed]] Integrated Engineered Plastics Acetate Emulsions Merchant sales Basic Products Downstream Products Formaldehyde VAM Acetic Acid Anhydride and esters Nutrinova Building Block Acetic Acid Acetate Anhydride and esters Methanol [[Image Removed]] Acetyls We like this business Recent announcements Supply/Demand Fundamentals [[Image Removed]] Acetic Acid Producers Total capacity 10,000 kt Total capacity 5,500 kt VAM Producers Source: Tecnon, Celanese (2005 estimates) Celanese is the Market Leader Celanese 27% BP 23% Others 32% Jilin 2% Eastman 3% Daicel 3% Lyondell 5% Showa 1% SOPO 4% Celanese 29% Dow 9% Lyondell 7% Dairen 6% BP 6% Nippon 4% DuPont 6% Others 30% Kuraray 3% [[Image Removed]] Singapore Acid = 600 VAM = 210 510 635 725 VAM 1,200 440 1,490 Acetic Acid ASIA EUROPE AMERICAS Frankfurt VAM = 285 Tarragona VAM = 200 Bay City VAM = 300 Clear Lake Acid = 1,200 VAM = 310 Cangrejera VAM = 115 Anhydride = 90 Strong global presence in key regions France Acid = 440 VAM = 150 Anhydride = 30 Under consideration Nanjing Acid = 600 VAM = 300 New Locations Saudi-Arabia Pampa Acid = 290 All values shown in kt per year [[Image Removed]] Technology Differentiates the Competition * Source: Celanese Q4 estimates, 2005 AO Plus™ provides capital efficiency and unmatched operating cost advantage Cost Curve based on Effective Capacity* kt 2,000 6,000 8,000 10,000 4,000 By-prod AO Plus™/Leading Competition Conventional MeOH /CO LPO/Naphtha Acetaldehyde Ethanol Celanese technology Demonstrated Capacity – Clear Lake Texas Benefit from AO Plus™ [[Image Removed]] * Unique patents only Continued Focus on Process Technology Protecting our competitive advantage Total Number of Methanol Carbonylation Issued Patents* 10 20 30 40 50 60 Dow & Eastman Daicel Celanese & BP [[Image Removed]] VAntage™ Technology Delivers Competitive Advantage via Low Cost Growth 90 Tarragona 2005 265 Total 40 Singapore 75 Frankfurt 45 Clear Lake 5 Cangrejera 10 Bay City VAM Capacity Added, kt/yr. 2004 2003 Plant New Production Capacity Records Established VAntage Plus™ technology to widen the gap in 2006 Note: VAntage™ used to produce VAM, AO Plus™ used to produce Acetic Acid [[Image Removed]] Raw Material Cost Advantages Drive Further Differentiation Methanol Favorable contracts in North America and Europe Large-buyer leverage in Asia Cost investment in Ibn Sina (Saudi Arabia) Carbon Monoxide Dual supply sources in US Gulf Coast Coal-based co-product economics in China Ethylene Cost based economics in 2 regions Acetylene as “alternate” feedstock in Europe [[Image Removed]] Why we like Acetyls Clear Market Leader Strong Global Presence Leading Technology Advantaged Feedstocks [[Image Removed]] Recent Celanese Announcements 1. Construction of VAM plant adjacent to acetic acid plant in Nanjing, China 2. Temporarily suspend the Saudi acetyl project 3. Pursuing strategic alternatives for butane-based production in Pampa 4. Implementation of VAntage™ capacities and introduction of VAntage Plus™ [[Image Removed]] Nanjing – Lowest Cost Integrated Acetyls Complex Acetic Acid Unit VAM Unit Admin & Control Room Power Substation VAE Ware- house Waste Water Flare Integrated Low Cost Technology Advantaged Feedstock Expandable technology platform $600 million+ in revenue from Nanjing products Methanol CO Finished Products [[Image Removed]] Public Data Sources Have Raised Concerns about Capacity Additions Celanese does not support this view Nameplate: 82% 80% 80% 76% 76% Effective: 91% 89% 89% 84% 84% Source: Available Public Data Acetic Acid [[Image Removed]] Many New Acetic Acid Projects Have Been Announced Now commercializing June 2005 200KT Lunan Rumored to have started commissioning Start 2005 150KT Fanavaran Construction not yet started Early 2007 500KT BP/Sinopec Target start up Q1 2007 Late ’06/Early ‘07 600KT Celanese/Nanjing Operational mid-2005 Early 2005 150KT BP/Yaraco Website states Q3 2008 Start 2008 425KT Sipchem Completed, explosion 3 days later Start 2005 150KT SOPO No sign of construction Start 2005 150KT Wujin December 2005 Early 2005 300KT BP/FPC Commentary Startup Date Capacity Company Slippage and delays are prevalent in the industry [[Image Removed]] Celanese Expects a Stronger Supply/Demand Balance Celanese View1 : 91% 93% 92% 92% 91% Public Data View 2: 91% 89% 89% 84% 84% High effective capacity utilization through 2008 1Based on effective capacity at 90% of nameplate (Celanese estimate) 2Source: Available Public Data [[Image Removed]] Vinyl Acetate Supply/Demand Outlook Offers Attractive Scenario *Based on effective capacity at 94% of nameplate Dairen 350 kta Celanese Nanjing 300 kta Capacity Utilization*: 97% 98% 94% 97% 95% Only incremental additions and Celanese Nanjing expected in this timeframe. [[Image Removed]] VAM Fundamentals Going Forward are Favorable Acrylate overbuild from early 2000’s now fully absorbed and prices are up significantly Ethylene: Propylene price ratio is moving toward 1:1 making VAM more competitive VAM capital costs are a fraction of the capital costs for an acrylic acid unit Polymer producers are moving R&D efforts back to VAM Could grow at above GDP rates near-term [[Image Removed]] Acetyls - Building on Success Strong market position, advantaged technology, and favorable cost position Committed to maintaining #1 position Favorable industry fundamentals through 2008 Creating a strong base for integrated chain [[Image Removed]] Value of a Hybrid Chemical Business Bill Massa Vice President/General Manager [[Image Removed]] Acetic Acid Emulsions Integrated Engineered Plastics Basic Products Downstream Products Downstream value Formaldehyde Anhydride and esters VAM Acetate Nutrinova Merchant sales Building Block Methanol [[Image Removed]] Value of a Hybrid Chemical Company Vinyl Acetate Ethylene (VAE) margin is countercyclical to VAM market price 80 2000 2001 2002 2003 2004 2005 VAM Cost Component 90 100 110 120 130 VAE Margin Index Q1 2000 = 100 Source: ICIS Europe and Celanese Estimates [[Image Removed]] $1 Billion downstream business built through strong acquisitions Growth beyond organic Bought well Profitable growth opportunities Making acquisitions work Adding Value Through Downstream Acquisitions 0 1 2 3 4 5 1999 Basic Chemicals Basic Growth to 2005 * Source: 2005 Celanese Chemicals Sales est. Downstream Growth to 2005 24% of Net Sales [[Image Removed]] Strong Global Presence – Only Integrated Supplier Dallas, TX China - Announced July, 2005 - Production 2007 China plant Enoree, SC Meredosia, IL Bridgewater, NJ Boucherville/Can Warrington/UK Geleen/NL Vinamul Perstorp / Sweden Frankfurt / Germany Koper / Slovenia Clariant Tarragona / Spain Guardo / Spain Acetex Tarragona / Spain Pasadena, TX Calvert City, KY Air Products 2000 2001 2002 2003 2004 2005 [[Image Removed]] Source: Kline and Company 2004 / Internal Data SBR and Minor Latexes omitted Celanese #1 in advantaged vinyl systems Others Total (bn lbs.) BASF Air Products Dow Rohm & Haas Celanese - = no sales *= not in top 4 n.a.=not applicable Pan Atlantic Emulsions Vinyl Emulsion Leadership 13.2 37% 9% 10% 9% 21% 14% Total (% ) n.a. 1 * 3 2 4 n.a. 2 * 3 1 4 n.a. - 2 3 4 1 2.9 Styrene Acrylic 4.2 Acrylic Emulsions 6.1 Vinyl Emulsions [[Image Removed]] 2% 3% 4% 7% 12% Paints & Coatings Paper & Textile Flipchart Adhesives Carpet backing Low-VOC paint Wooden Frame Engineered Fabrics Other Fire-retardant wallpaper Glass Fiber Tempered glass Clothing Ceiling tiles Wood table Celanese Products In Our Daily Lives Emerging 43% 29% Source: Internal Data [[Image Removed]] Leading the European Architectural Coatings Market with VAE Technology Celanese Advantage Strong sales & technical services network R&D and manufacturing excellence Pressure to reduce VOCs Celanese has 80% market share in solvent-free paints 11% Growth in VAE 2% Growth Overall VAM Copolymers includes Veova, and vinyl acrylic Source: Kline and Company 2004 / CEPE / Company Data VAM Copolymer All Acrylics Styrene Acrylics [[Image Removed]] Source: Kline and Company / BTA / Company Data Favorable substitution fuels growth Translating Paint Success to North America Advantage of VAE over Vinyl Acrylic Better value proposition for paint producers Durability / Performance Lower VOC Levels Why Low VOC? Increasingly stringent laws CA law in July 2006 NY/NJ to follow Advantage of Celanese in VAE Formulation expertise Intellectual property Backward integration Celanese Advantage 5% Growth Overall VAE 2005 2010 VAM Copolymer All Acrylics [[Image Removed]] Consumer Wipes Engineered Fabrics Market Global market - $3 billion CAGR: 8.5% Solid intellectual property position Highest new product segment 2nd highest margin segment U.S. Market $1.2 billion CAGR 19% CAGR 8% CAGR-1% Celanese is market leader in growing segment Source: US & European Industry Association [[Image Removed]] Composite Reinforcement Glass Fiber Global market– $200 million CAGR: 3-5% Step out new product technology Global availability and consistency CE targeting new sub-segments Highest margin segment in portfolio China fastest growing region Source: Celanese estimates [[Image Removed]] Strong Growth Position in China Source: Kline and Company, Chinese Government & Industry Associations 0% 5% 10% 15% 20% 25% 30% Adhesives Coatings Glass Fiber Eng. Fabrics Annual Growth Rate* Only fully integrated acetyls business in the region China emulsions market - $1.9 billion in 2007 Highest growth rates globally in our target market segments State-of-the-art manufacturing & product technology New plant operational 2007 [[Image Removed]] Research & Development Optimizing Global Network Today: 7 Global Centers of Excellence Acquisition: 24 Labs Adhesives Engineered Fabrics 5 1 3 2 1 1 6 1 4 1 1 1 1 3 Paints & Coatings Glass Fiber Paper Textiles Emerging Markets [[Image Removed]] Innovation Pipeline Investing in the Future Today Scale-Up At Acquisition Scoping Business Case Lab Development Commercialization Initial Idea Development Commercialization Pipeline revitalization well underway [[Image Removed]] Innovation Impact Sales Percentage of New Products, Applications & Translations created in last 5 years Higher Margins Stronger Growth Sustainable Competitive Advantage Target: 20+ % Growth through strong pipeline [[Image Removed]] Increasing Sales and Increasing Margins 2001 2002 2003 2004 2005 2006 2007 CAGR 4-6% Clariant Vinamul & Acetex Air Products 2008 2009 China Plant Target [[Image Removed]] Sustainable Competitive Advantage Fully integrated acetyl chain – unlike competitors Market driven innovation – growing size and share of pie Capture value in strong markets – increasing leadership Well positioned in growing markets – China A hybrid chemical business… Accelerating into the future [[Image Removed]] Doug Madden President, Celanese Acetate Positioning for the Future [[Image Removed]] Integrated Engineered Plastics Acetate Emulsions Merchant sales Basic Products Downstream Products Formaldehyde VAM Acetic Acid Anhydride and esters Nutrinova Building Block Acetic Acid Acetate Anhydride and esters Methanol [[Image Removed]] Acetate Industry Value Chain Raw Materials Intermediates Derivatives Cigarette filters Pen filters Various consumer & industrial end-uses Clothing Home furnishings Film 2-4% growth Window cartons “Invisible” tape End Uses as % Di-Acetate Industry Sales Filament 5% decline Plastics Flat growth Tow 2-3% growth Di-Acetate Flake Wood Pulp Acid & Anhydride End Uses [[Image Removed]] Product Overview and Global Reach Produce Acetate flake and tow used principally in the manufacture of textiles and cigarette filters Tow – 90% of sales Flake – 10% of sales #1 worldwide producer of Acetate flake and tow, with joint ventures in China Acetate Tow Acetate Flake [[Image Removed]] Efficient network of 3 sites: Narrows, USA; Mexico; Belgium Complex and costly manufacturing footprint in N. America and Europe Case for Revitalization Challenges – pre 2004 Opportunities – 2007 forward Improve performance and cash generation Cash generation: EBITDA + JV dividends ~$85mm-95mm Cash generation: EBITDA + JV dividends ~$130mm-160mm Shifting global tow demand trends and utilization rates Significant expansion opportunity with Chinese JV partner of ~20 years Declining filament business with significant working capital needs Exit filament business 2005 to 2007 [[Image Removed]] Acetate Restructuring Focus on strategic tow business following restructuring End-state Configuration Closed na. na. Rock Hill, US expand na. Close ‘07 Flake na. na. Closed Closed na. Filament expand Closed Tow China JV’s Belgium Narrows, US Mexico Canada Optimizing Geographic Footprint and Exit Filament Reduces manufacturing sites from 5 to 3 Planned 35-40% reduction in Acetate work force (approx. 1,000 employees) Exit non-strategic filament business Expanding China joint ventures [[Image Removed]] Acetate Revitalization Path Timeframe 2002 2003 2004 2005 2006 2007 A Solid Foundation Restructuring/Repositioning Joint venture tow expansions Filament exit / site optimization Beyond 2007 Maximize cash generation Selective & sustainable growth Joint venture flake expansion Historical Modest cash generation [[Image Removed]] JVs Positioned in Growth Region Tow expansions complete Flake expansion on-track 2007 Chinese demand outpacing domestic capacity *includes JV capacity Projected Chinese Tow Demand** 100 150 200 250 300 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Forecast Demand Actual Demand **Source: Celanese Estimates Through JVs, Celanese has 50% of Asian tow capacity Company Celanese* Global Comp A Global Comp B 0 ~ 50 0 Asia Tow Capacity (%) CAGR: ~5% [[Image Removed]] Renewal and Selective Growth Acetate resources will be focused on four main project areas Capital efficient and profitable growth Alternative asset deployment Maximum participation in future filter design and material components Application Development Accelerate tow product attributes and capabilities in alignment with customers Product Development Advance process technology Technology Objectives Focus Area [[Image Removed]] Acetate Earnings Profile $130 mm – $160 mm * EBITDA excluding special charges. ** JV dividends from cost investments [[Image Removed]] Acetate Summary Celanese Acetate is well positioned globally Stable contributor over the cycle Significant restructuring effort on track Step change improvement in performance of cash generation expected Renewal and selective growth efforts: Improve mix and cost position Selective growth expanding footprint in China [[Image Removed]] Q&A [[Image Removed]] “Controlling the Controllables” Celanese Specific Opportunities Jim Alder, VP – Operations and Technical [[Image Removed]] Strong Execution Track Record EBITDA Margin vs. Peers Excluding Special Charges; Celanese restated 2000-2003 Peer group: Dow, DSM, Eastman, ICI, Lyondell, Methanex, Millennium, Rhodia, Solutia Source: PWC Benchmark data from publicly available data for 2000-2004. Sustained progress versus peers 0 250 500 750 1,000 250 ’01 400 ’02 470 ’03 760 '04 830 1H '05 [[Image Removed]] Excellence in Manufacturing Forecast “Controlling the controllables” and delivering bottom-line results 35% reduction vs. 2000 20% usage reduction vs. 2001* best-in-class Near best-in-class* best-in-class best-in-class* * Data for Chemicals and Ticona Divisions [[Image Removed]] Productivity and Performance Culture No longer just projects or initiatives 2001 2002 2003 2004 2005 Shared Services Redesigns Purchasing & Pricing Division SG&A Redesigns Mfg. Work Practices One SAP Energy Excellence Forward Restructuring Maintenance Excellence Six Sigma [[Image Removed]] > $400 million opportunity by 2007 Extending excellence beyond manufacturing Upside Celanese Specific Opportunities SG&A $125 million opportunity Purchasing $100 million opportunity Acquisitions and synergies Vinamul and Acetex $120 million opportunity plus synergies Synergies upside confirmed Methanol sourcing $45-50 million opportunity [[Image Removed]] Celanese Specific Opportunities SG&A 2005 progress in many areas Business redesigns Shared services optimization Tighter cost control (i.e. travel) Significant opportunity remains Key enablers defined Headquarter consolidation Financial close process and systems standardization Sarbanes Oxley compliance Offshoring and outsourcing Minority squeeze out * Proforma, with adjustments for acquisitions, special management compensation, and Blackstone related costs * * ~50 ~75 On track to achieve $125 million reduction Simplify, Standardize, Digitize [[Image Removed]] Celanese Specific Opportunities Purchasing Initial success in pallets and packaging New and expanded tools Low cost country sourcing E-bidding Rapidly expanding project pipeline On track to achieve $100 million savings 25 E-bidding savings ($ millions) Total Purchasing Savings ($ millions) [[Image Removed]] Celanese Specific Opportunities Vinamul and Acetex Acquisitions Building capabilities to acquire businesses and increase value Synergies in multiple areas Excellence in manufacturing $0.80 - 0.88 With synergies 865 2004 Sales $0.56 Base contribution 710 Acquisitions price EPS* $ million SG&A Other Manufacturing & Technical Logistics Synergies @ 6-8 % of sales $25 million upside to initial synergies estimates * At 2005 estimated tax rate for adjusted EPS of 20% and 172 million diluted shares [[Image Removed]] Celanese: “Controlling the Controllables” Excellence in manufacturing Strong execution track record and productivity culture Clear path for further improvement Capturing Celanese Specific Opportunities, with upside > $400 million opportunity 40% in 2005, balance by 2007 Building acquisition capabilities A high-speed productivity machine that’s accelerating EBITDA Margin vs. Peers [[Image Removed]] Performance Driven Solutions Ticona and the Engineering Polymer Industry Lyndon Cole President, Ticona [[Image Removed]] Downstream value Integrated Building Block Basic Products Downstream Products Formaldehyde Engineered Plastics Merchant sales Emulsions VAM Acetate Nutrinova Anhydride and esters Acetic Acid Methanol [[Image Removed]] Focus on Profitable Growth Volume Development 2001 to 2005, kt 2001 to 2004 volume growth each year 2004 to 2005 essentially flat volume Automotive demand Focus on pricing Long-term sales growth 2x IPI expected Continuous bottom line improvements despite increased raw material costs [[Image Removed]] 96 % 4 % Standard Polymers High Performance Polymers (HPP) Engineering Thermoplastics (ETP) Global Plastics Consumption Estimate 2004: ~190 MM tons (Growth vs. 2003 = 5.7 %) ABS, SAN, ASA: 3.5 % PE = 34 % PP = 19 % PET = 4.5 % PU = 6 % PVC = 17 % PS, EPS = 9 % others = 3 % The Plastics Landscape – Engineering Polymers, a Valuable Piece of the Market Comprising: PA 6 & PA 66, PA 11 and PA 12, PC, POM, PBT, COPE, PET technical, PPE, COC & COP, UHMW-PE, PPS, LCP, High Performance Nylons, PEEK, PEI, PES & PSU, PTFE & other fluoropolymers Range of Products € 100 / kg € 10 / kg € 3 / kg € 1 / kg [[Image Removed]] Engineering Polymers will grow most in Asia and Eastern Europe CAGR 2005 / 2010 in percent Europe: 5 – 6 % North America: 5 – 6 % Latin America: 9 % Japan: 3 – 4 % Asia without Japan: 9 – 10 % Africa/Middle East: 9 % 2005: 7,985 kt 2010: 11,000 kt CAGR: 6.7 % Source: Global Insight, World Economic Outlook Conference, April 2005 [[Image Removed]] Suzano / Brazil Kelsterbach, Germany Oberhausen, Germany Seoul / Korea (KEP) Kaoshiung / Taiwan (Polyplastics, Chang Chun) Kuantan / Malaysia (Polyplastics)* Nantong / China (PTM Engineering Plastics (Nantong) Co., Ltd.), coming on stream Q2/2005 Fuji City/Japan (Polyplastics Co. Ltd.) New GUR plant in Asia (location TBD) Auburn Hills, Michigan Wilmington, North Carolina (Fortron Industries) Shelby, North Carolina Winona, Minnesota Bishop, Texas Florence, Kentucky Strong Global Presence 2004 Sales by Region Strong Network of Affiliates in Asia Europe 28 % America 21 % ROW 2 % Asia/Pacific 49 % Note: Regional split refers to Ticona sales + Polyplastics Sales [[Image Removed]] Ticona: Global Presence with Strong Leadership Position Our global product position 2,5 2,0 1,5 1,0 0,5 0 #1 2,0 POM Sources: SRI, Tecnon and industry sources Automotive Electronics Consumer Medical Polyacetal (Hostaform, Celcon) [[Image Removed]] Ticona: Global Presence with Strong Leadership Position Our global product position 2,5 2,0 1,5 1,0 0,5 0 #1 2,0 POM #1 0,6 UHMW- PE Sources: SRI, Tecnon and industry sources Battery Separators Industrial Specialties Filtration Medical Ultra-high molecular weight PE (GUR) [[Image Removed]] Ticona: Global Presence with Strong Leadership Position Our global product position 2,5 2,0 1,5 1,0 0,5 0 #1 2,0 POM #1 0,6 UHMW- PE #2 0,4 PPS Sources: SRI, Tecnon and industry sources Automotive Transportation Fuel Cell Electronics Polyphenylene sulfide (Fortron) [[Image Removed]] Ticona: Global Presence with Strong Leadership Position Our global product position 2,5 2,0 1,5 1,0 0,5 0 #1 2,0 POM #1 0,3 LCP #1 0,6 UHMW- PE #2 0,4 PPS Sources: SRI, Tecnon and industry sources Electronics Electrical Automotive Medical Liquid Crystal Polymers (Vectra) [[Image Removed]] Ticona’s products are widely distributed across many Industries Note: Bubble size indicates end use segment percentage within product group Data Source: Engineering Thermoplastics Compounds In W-Europe, Applied Market Information (AMI) Ltd., Bristol, UK, 06/03 PA PC PC/ABS PBT POM Auto – Interior Auto – Under the Hood Auto – Exterior Auto – E/E E/E components E/E housings Consumer goods Industrial/Engineering Building/Construction Medical/Healthcare Packaging [[Image Removed]] Volumes by end use market 2004 Sales: $ 863 million Ticona’s End Use Markets Automotive 49 % Electrical & Electronics 6 % Medical 3 % Industrial 10% [[Image Removed]] Growth and Innovation Opportunities in Automotive Electrical Systems Connectors Power distribution housing Ignition devices Switches Lighting Relays [[Image Removed]] Exterior Roof Systems Wiper Systems Washing Systems Front-End Growth and Innovation Opportunities in Automotive [[Image Removed]] Under the Hood Air control valves Oil blast circuit breakers Water distribution systems Growth and Innovation Opportunities in Automotive [[Image Removed]] Interior Safety Systems Switching Systems Instrument Panels Seating Systems Pedals Door-Modules Growth and Innovation Opportunities in Automotive [[Image Removed]] Fuel Systems Conveyor Systems Knock off / knock on nuts Electrical Shielding (ESD) Capless System Pumps Growth and Innovation Opportunities in Automotive [[Image Removed]] Eliminated $300,000 + tool change Class ‘A’ appearance out of the mold 7% weight reduction Eliminated paint – Saved $4 per vehicle Celcon Low gloss interior door handle surround Growth and Innovation Opportunities – 2006 Chevy Trail Blazer [[Image Removed]] Growth and Innovation Opportunities – C6 Corvette Replaces metal with cost effective Celstran composites Molded-in color enhances interior harmony Maximizes cockpit air flow HVAC System [[Image Removed]] Source: Kunststoffe, 3/2005 - Automobilwoche Ticona and Industry Gaining from Innovation Growth of plastic in percent of car volume – from 6 % in 1970 to 18 % in 2008 [[Image Removed]] Assumptions, market data, industrial sources Accelerating Growth in Automotive Innovation Fuels Growth Substitution of metal, glass and other materials Improved existing application fields Development of new application fields Ticona type of resins in lbs per car New Ticona Applications Electrical Modular construction Comfort and Safety Fuel Systems Environment: CO2 reduction [[Image Removed]] Ticona – Our Approach to Global Growth: Anticipating Future Customer Needs [[Image Removed]] Individualism Convenience, Comfort Aging Society Environmental Health Care Safety Globalization Mobility Megatrends Anticipating Future Customer Needs [[Image Removed]] Ticona Materials Enhance Options for Combustion Engines Growth Opportunities in Hybrid Engines Optimized combustion engine Alternative fuels Fuel cell drive Hybrid drive Lightweight construction Replacement of metal Integrated Starter Automated Damper (ISAD) Higher temperatures, pressures, flow rates and electrostatic charging Injection molded bipolar plates Bio - diesel [[Image Removed]] Hybrid Car Sales Are Growing Source: Mercer / Automobilwoche Nov. 2005 Global Drive Concepts Market Share in Cars 2011 Alternate Combustion 7 % Gasoline 70 % Diesel 23 % Global Alternate Combustion Market Share in Cars 2011 Hybrid 24 % Autogas 74 % Fuel Cells 1 % H2 1 % [[Image Removed]] Global Growth of Hybrid Cars WMRC, July 2005 2004 2005 2006 2007 2008 2009 2010 1,400,000 1,200,000 1,000,000 800,000 600,000 400,000 200,000 0 [[Image Removed]] Lightweight Construction – Other Sectors [[Image Removed]] Innovation in Aircraft Construction: Growing Significance of Composites 1980 A 300/310 Share of composites: 8 % 2000 A 340 500/600 Share of composites: 15 % 2004 A 380 Share of composites: 20 % 2010 Passenger aircraft next generation Share of composites : 40 % [[Image Removed]] Safe, efficient, environmentally friendly Modern design Licensed for aircraft construction New applications from Fortron PPS Fortron PPS – Success in the aviation industry Example: Leading edge for the Airbus A 380 [[Image Removed]] Fortron PPS – Keelbeam [[Image Removed]] 181 pounds of Celstran per truck Celstran composite “skeleton” 30 % lighter than metal Saves fuel Increases customer payload/revenue Lightweight construction: Replacing Metal with Composites – Heavy Truck – Body Panel Structural Framework Integrated front-end module [[Image Removed]] Medical Markets – Growing Opportunities for Engineering Polymers [[Image Removed]] Implants for Better Quality of Life The biocompatibility and flexibility of the part design have led to GUR‘s successful use in orthopedic implants for over 40 years Knee implant Low stereate grades of GUR are now the most frequenty used materials for bearing surfaces in orthopedic surgical implant technology Hip implant [[Image Removed]] Drug delivery systems with Ticona plastics Inhalers PENs Generally not treatable with tablets! Population Market growth Low growth High growth Cardio- vascular diseases Asthma Diabetes Chronic respiratory tract diseases Osteo- porosis Arthritis Hyper- tension Sharp increase in chronic diseases – new requirements for drug delivery systems Source: PERA report, 2003 [[Image Removed]] Drug Delivery Systems – Growth by Region Medical customers expect continuity, commitment and control 2001 2006 35 30 25 20 15 10 5 2001 2006 North America Value in billion dollars Europe Value in billion dollars Average annual growth rates: 20 % Average annual growth rates: 18 % 12 27 14 35 35 30 25 20 15 10 5 Source: Fredonia Group [[Image Removed]] Innovation Through Translation [[Image Removed]] Medical Grades MT Translation: From One Region to Another Medical dosage systems Strong development in Europe High entrance barriers Increasing US market More therapeutic areas International standards Drivers Patient Safety Aging Society [[Image Removed]] Hybrid Cars Translation: From One Region to Another Introduced by Toyota in 1997 Large market in Asia Polyplastics well positioned Future growth in US 500,000 cars by 2010 Ticona materials will gain Drivers Fuel Price Legislation Green Image [[Image Removed]] Polyester XFR Translation: From One Market to Another Electronics Flame retardant Halogen free Cycle times Appliances & Housing Tracking resistance UV Stability Processability Drivers WEEE Regulation Environmental [[Image Removed]] GUR Translation: New Product Development Industrial applications Wear resistance Impact strength Porous materials Micro powders Additives and filtration Drivers Density Molecular weight Morphology [[Image Removed]] 1961 1968 1976 1982 1993 1997 1999 2001 2005 1961 Over 40 years of Hostaform POM production – 1968 1976 1982 1993 1997 1999 2001 2005 New Hostaform MT production line comes on stream [[Image Removed]] Growing Through Performance Driven Solutions Technical Polymers are an attractive franchise yesterday – today - tomorrow Ticona – is a leading supplier of engineering polymers Global reach and positioning Customer focused Solution oriented Continuity, commitment and control are imperatives to Enable innovations at our customers Deliver high quality products Continuously improve all business processes [[Image Removed]] Josh Cheng President, Celanese China Asia Strategy: Focus on China [[Image Removed]] Recent Economic Performance (Q3,05) GDP grew at 9.4% YoY during Q3 2005 Fixed Asset Investment grew to US$601 billion by Sept. - up by 27.7% YoY Retail Sales increased by 13% YoY to USD$557 billion by Sept. Exports continued to grow strongly while demand for Imports subdued CPI increased 2% YoY during Jan. to Sept. 13 21 Bank Deposits Growth, % 10 19 Bank Loans Growth, % 102 103.9 Consumer Price Index 4.6 4.5 Unemployment, % 36.6 32.2 Petrochemicals Sector Growth % 25 35 Exports Growth, % 18 18 Retail Sales Growth, % 999 844 Fixed Asset Investment 9.2 9.5 GDP Growth % 2005f 2004a US$ Bn a = actual f = forecast Note: Exchange Rate was adjusted to 1USD=8.1 RMB from 1USD= 8.3RMB from July Sources: National Bureau of Statistics, Access Asia Estimates, China Money of ISI, 2005 Government Work Report Drivers of China Petrochemical Growth [[Image Removed]] Thorny Issues with US: Trade and RMB Highlights on Trade China’s trade surplus by Q3 2005 stood at $68 billion versus $32 billion in 2004 The future growth rate is seen to slow down … but slightly… This year’s trade surplus will triple to $90-100 billion Consequences Intensifying Trade Disputes China has been locked in a number of major trade disputes this year, especially in the textile sector with US & EU. Bringing Pressure On RMB China‘s rocketing trade surplus resulted in a barrage of foreign criticism that it keeps RMB undervalued to give it an unfair trade advantage Source: Thomsen Datastream 2004 2005 0 25 50 75 100 12-month moving totals, $bn Trade surplus to triple ($90-100 bn) [[Image Removed]] Celanese Approach Celanese Asia Strategy: Focus on China World-scale integrated acetyl complex in Nanjing beginning in 2007 World-scale GUR facility 2008 Direct Establish leading Chemicals position in Singapore 2000 Establish Polyplastics Co. Ltd. 1964 Establish Korea Engineering Plastics Co. Ltd. 1999 Establish Celanese Acetate China Ventures 1989, 1994 JV Ticona Ticona Acetate Products Best Practices & Early Lead [[Image Removed]] Our Asian Joint Ventures – Successful Partnerships Strategic and operational investments for CE Profitable, with long track record of success Leverage investments for key markets Nantong Cellulose Fibers Co. Nantong, China Kunming Fibers Co. Kunming, China Korea Engineering Plastics Seoul, Korea Polyplastics JV ( Taiwan) Kaohsiung , Taiwan Polyplastics Kuantan, Malaysia Polyplastics JV (PTM Eng Plastics) Nantong , China Polyplastics Tokyo, Japan (HQ) Fuji City, Japan Zhuhai Fibers Co. Zhuhai, China TICONA ACETATE Polyplastics JV (WinTech Polymer) Matsuyama, Japan [[Image Removed]] Xinjiang Tibet (Xizang) Qinghai Gansu Ningxia Inner Mongolia Shaanxi Shanxi Hebel Beijing Liaoning Jilin Heilongjiang Hebel Henan Anhui Jiangsu Shanghai Zhejiang Hubei Jiangxi Fujian Hunan Taiwan Guangdong Guangxi Guizhou Sichuan Yunnan Hainan Hong Kong Manufacturing Sites Marketing and Sales Offices Well Positioned for Future Growth Two wholly owned foreign entities Three equity / cost affiliates Four sales centers Five potential projects Six legal entities Seven product categories [[Image Removed]] Celanese Presence in Nanjing Celanese Nanjing Chemical Complex Coal-based feedstock technology for CO Acetic Acid – 600 kt Vinyl Acetate Emulsions Possible Acetic Anhydride Acetic Acid Project On schedule Commercial sales in early 2007 [[Image Removed]] China Acetic Acid Consumption Commercialization of the Nanjing facility in early 2007 will support high Chinese domestic growth Growth 13% 22% 15% 16% 10% 10% 10% [[Image Removed]] Nanjing Acetic Acid Project Operation Strategy Celanese Nanjing Chemical Company (CNCC) and Celanese Singapore to be managed and supported as a pair Experienced support from Mandarin speakers in same time zone Consistent performance expectations Growth and development opportunities for Singapore employees Operations training to take place in Singapore Training in Mandarin language to ensure understanding Establishing effective working relationships Operational Excellence tools and systems from Singapore to be used Six Sigma, Lean Manufacturing, Maintenance Reliability, Digitization, Lean Work Processes [[Image Removed]] Celanese Nanjing Project [[Image Removed]] Nanjing Acetic Acid Project Update (as of mid-November 2005) Warehouse [[Image Removed]] Admin / Control Building 2005/08 2005/11 [[Image Removed]] Process Pipe Rack 2005/08/11 2005/11/24 [[Image Removed]] Main Process Area 2005/07/01 2005/11/11 2005/09/30 2005/11/11 [[Image Removed]] 2005/11/04 2005/11/24 2005/11/11 Underground Services [[Image Removed]] 2005/09 2005/10 2005/11/24 Substation [[Image Removed]] Fire Water Tanks 2005/11/24 2005/08 2005/09 [[Image Removed]] 2005/09 2005/09 2005/11/24 Tank Farm/Cooling Towers 2005/11/24 [[Image Removed]] John J. Gallagher III, Chief Financial Officer Building a Case for Value [[Image Removed]] Advantaged raw materials Southern Methanol Coal-based CO On track for $125 million SG&A savings Identified $100 million purchasing savings Acetate restructuring underway Acetex and Vinamul synergies of 6-8% of Sales Control the Controllable Focused on Creating Value Acquired Acetex and Vinamul Expanded Acetate tow in China Introduced VAntage Plus™ technology New POM medical grade production Accelerating Growth & Innovation Continued leadership in Acetyls Acetate well positioned in high growth region Announced VAE expansion in Nanjing chemical complex Announced world scale GUR plant in Asia Demonstrating Global Leadership [[Image Removed]] $384 Free Cash Flow $870 up 42% $253 up 16% Adjusted EBITDA $114 up 73% $47 up 50% Equity/Cost Investments Dividends $1.64 $0.49 Adjusted Diluted EPS $410 up 302% $92 up 268% Operating Profit $4,562 up 22% $1,536 up 21% Sales 9 months ended 9/30/05 3rd Qtr 2005 (in $ millions) Strong Underlying Business Results Expansion of operating profit despite rising raw material and energy costs Higher pricing on strong demand and high capacity utilization in Chemical Products Strong free cash flow [[Image Removed]] Full Year 2005 Outlook Diluted adjusted EPS increased to $2.10 to $2.20 from previous guidance of $1.95 to $2.05 Lower tax rate Reduced to 19% to 21% from 24% Lower personnel costs Strength of IBN Sina, Saudi cost affiliate Adjusted EBITDA increased to between $1,070 to $1,100 million from a previous guidance of $1,060 to $1,090 million [[Image Removed]] 2006 Business Outlook Planned margin compression continues Moving toward specialty-chemical performance Performance Products Improving earnings with progress on restructuring Resumption of dividends from JV’s On path to targeted profitability levels Acetate Products Increasing penetration in key markets Flat global automotive demand Positive impact of COC sale Ticona Tightened supply/demand balance in 2nd half of the year Continued strong global demand Chemical Products 2006 Diluted EPS Guidance $2.50 to $2.90 [[Image Removed]] Investment Thesis Favorable industry fundamentals through 2008 Strong free cash flow Hidden value in the Affiliates Attractive portfolio [[Image Removed]] Favorable Industry Fundamentals through 2008 VAM Supply & Demand1 1 Based on Celanese Estimates as of Nov 30, 2005. 2 Acid effective capacity based on 90% of nameplate and VAM based on 94% of nameplate. Acetic Acid Supply & Demand1 Acetic Acid and VAM Effective Capacity Utilization1 97% 92% 2007 95% 94% 98% 97% VAM2: 91% 92% 93% 91% Acid2: 2008 2006 2005 2004 [[Image Removed]] Celanese Cash Flow Overview Strong free cash flow 485 - 595 Free Cash Flow** (200 - 250) Capital Expenditures 735 - 795 Cash Flow from Operations - Other Cash Items - Excess Pension Contributions - Change in Working Capital (60-100) Taxes (230 - 250) Net Cash Interest 1,085 Adjusted EBITDA* Representative Cash Flow (in $ millions) * Midpoint of revised 2005 guidance as of Dec 13, 2005 ** Defined as cash flow from operations less capital expenditures [[Image Removed]] Strategic Uses of Cash Initiated common dividend Paying preferred dividend Return to shareholders via dividends Investing in Nanjing Restructuring Acetate Products Maintain industry-leading asset base Closed Acetex acquisition Closed Vinamul acquisition Strategic, Bolt-on Acquisitions IPO forecast of $3.6 billion in net debt – 9/30 Actual figures at $3.1 billion De-leverage balance sheet 2005 Progress [[Image Removed]] Equity and cost investments play key role in strategy Income Statement Cash Flow Significant Contribution from Equity and Cost Investments 130+ [[Image Removed]] Hidden Value through Equity Affiliates Cash and Proportional EBITDA of Equity Affiliates in $ millions Cash from Equity Affiliates Not included in Adjusted EBITDA Total proportional EBITDA from Equity Affiliates Total proportional EBITDA not properly reflected 0 20 40 60 80 100 120 140 160 2003 2004 2005 2006 2007 Proportional EBITDA above Cash (Hidden Value) Included in Adjusted EBITDA [[Image Removed]] Competitors Celanese Company Strong Asian Presence Nutrinova Niche Market #2 Acetate Tow Ticona Acetic Acid, VAM, Emulsions Niche Market #1 Plastics Core Products Attractive Portfolio Key Factors: Profitability Growth Expectations Technology Position Leadership Execution Industry Structure Celanese Portfolio Position versus [[Image Removed]] Valuing Celanese into the Future Stock Price based on 2006 EPS of $2.50 – $2.90 4 6 8 10 12 14 16 Favorable industry fundamentals through 2008 Strong free cash flow Hidden value in the Affiliates Attractive Portfolio P/E Multiple based on 2006e EPS* * Based on sell side research as of Nov. 22, 2005. $23 to 26 Underlying business strength not reflected in current valuation $30 to 45 PEER GROUP (non commodity) [[Image Removed]] Appendix [[Image Removed]] 2006 Guidance Diluted EPS: $2.50 to $2.90 Depreciation/Amortization $240 - $260 million Cash Interest Expense $230 - $250 million Effective Tax Rate 18% - 22% Capital Expenditures $200 - $250 million CE Equity 158.5 million shares common stock outstanding 11 million stock option grants 12 million shares convertible preferred Preferred dividends of approx. $10 million on 9.6 million shares outstanding [[Image Removed]] Capitalization Cash Senior Credit Term Loan Senior Credit Revolver Floating Rate Term Loan Total Senior Debt Senior Sub Notes ($) Senior Sub Notes (€*) Other Debt Total Cash Pay Debt Discount Notes Series A Discount Notes Series B Total Debt Shareholders' Equity Total Capitalization Net Debt(Total Debt Less Cash) 838 624 - 350 974 1,231 272 383 2,860 103 424 3,387 (112) 3,275 2,549 December 31, 2004 June 30, 2005 (in $millions) 401 1,719 35 - 1,754 800 157 415 3,127 72 298 3,496 59 3,556 3,095 September 30, 2005 959 1,725 - - 1,725 800 157 351 3,033 70 290 3,393 126 3,519 2,434 * Translated at 1.2042 - effective date Sept. 30, 2005 [[Image Removed]] Debt Amortization and Maturity $ in millions Senior Secured Term Loan - $1,632 Senior Subordinated Notes - $957 Senior Discount Notes - $554 As of June 30, 2005 * Includes $90 short-term borrowing from affiliated companies [[Image Removed]] Celanese Corp. – Net Debt(1) ($ in millions) 9/30/05 LTM Adjusted EBITDA $1,057 (1) Debt excludes pension liabilities. (2) Total facility size of $600m. (3) Are above Celanese Holdings level. Source: Company filings and company information. Original transaction (Jan. 2005) Amount as of 9/30/05 Multiple of 9/30/05 LTM Adjusted EBITDA Revolver (2) $35 0.0x Term Loan B – USD denominated 1,390 1.3x Term Loan B – Euro tranche 329 0.3x Total senior debt 2.1x $1,754 1.6x Senior subordinate d notes 957 0.9x Other debt 415 0.4x Total Celanese Holdings debt 3.7x $3,126 2.9x Senior discount notes (3) 370 0.4x Total debt 4.0x $3,496 3.3x Cash ( 401 ) 0.4x Net debt 3.3x $3,095 2.9x [[Image Removed]] Celanese Corp. - Cash Flow (in $millions) Full Year September 30 2004 2005 Adjusted EBITDA 801 870 Net cash interest (154) (129) Special charges and restructuring in ops (153) (79) Taxes (39) (44) Change in trade working capital (48) (25) Excess pension contributions (474) (63) Other cash items (103) (14) Operating cash flow from operations: (170) 516 Capital expenditures (210) (132) Free cash flow: (380) 384 CAG acquisition and minority buyout (1,633) (397) Vinamul acquisition - (208) Acetex acquisition * - (496) Other - 18 Net cash flow after Investments: (1,884) (545) * Acetex acquisition includes cash paid and Acetex bond redemption, net of cash assumed Sale / Purchase of marketable securities (41) 79 Net proceeds from disposal of disc ops - 75 Sale of other assets 170 - [[Image Removed]] Equity Investments Summary [[Image Removed]] Reg G Reconciliation For future periods, Celanese is currently unable to estimate the impact of special charges or changes in accounting principles or policies on free cash flow, adjusted EBITDA or adjusted EPS. Celanese is therefore currently unable to reconcile the most directly comparable GAAP measures for these items for forecasted periods. Reconciliations for historic periods appear in the following slides and on the company’s website www.celanese.com [[Image Removed]] Reg G: Reconciliation of Diluted Adjusted EPS [[Image Removed]] Reg G: Reconciliation of Net Debt [[Image Removed]] Reg G: Reconciliation of Adjusted EBITDA [[Image Removed]] Ac elerating Celanese Celanese Investor Day December 13, 2005 St. Regis Hotel, New York [[Image Removed]] Q&A [[Image Removed]] Ac elerating Celanese Celanese Investor Day December 13, 2005 St. Regis Hotel, New York