0000950123-07-013454 8-K 14 20071004 2.02 7.01 9.01 20071004 20071004 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 071155510 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 y40443e8vk.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 4, 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 Item 7.01 Regulation FD Disclosure On December 13, 2006, the Company announced a realignment of its businesses to drive strategic growth, group businesses with similar dynamics and growth opportunities, and increase transparency. We will begin reporting our financial results in the new segments beginning with our third quarter 2007 results to be released later this month. In connection with this effort, we are providing quarterly historical financial data in the new reporting segments for fiscal years 2005 and 2006 and for the first two fiscal quarters of 2007. We are including (i) the slide presentation we intend to give to certain of our investors simultaneously with the release of this Current Report and (ii) the accompanying financial tables to provide more detail and to reconcile certain non-GAAP performance measures used in the slide presentation, as Exhibits 99.1 and 99.2, respectively, to this Current Report. The exhibits are incorporated herein solely for purposes of these furnished disclosures. The slide presentation and accompanying financial tables may also be accessed on our website at www.celanese.com through the “Investor” link. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 99.1 Selected Quarterly Resegmented Financial Data, including reconciliation of non-GAAP financial measures* 99.2 Slide Presentation dated October 4, 2007* * 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/ Steven M. Sterin Name: Steven M. Sterin Title: Senior Vice President and Chief Financial Officer Date: October 4, 2007 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Selected Quarterly Resegmented Financial Data, including reconciliation of non-GAAP financial measures* 99.2 Slide Presentation dated October 4, 2007* * 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 y40443exv99w1.htm EX-99.1: SELECTED QUARTERLY RESEGMENTED FINANCIAL DATA Exhibit 99.1 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited Three Months Ended Twelve Months Ended March 31, June 30, September 30, December 31, December 31, (in $ millions) 2005 2005 2005 2005 2005 Net Sales Advanced Engineered Materials 239 223 212 213 887 Consumer Specialties 212 219 208 200 839 Industrial Specialties 206 263 305 286 1,060 Acetyl Intermediates 690 707 731 783 2,911 Other Activities 1 12 8 6 6 32 Intersegment eliminations (95 ) (99 ) (113 ) (153 ) (460 ) Total 1,264 1,321 1,349 1,335 5,269 Operating Profit (Loss) Advanced Engineered Materials 39 5 18 (2 ) 60 Consumer Specialties 24 27 21 56 128 Industrial Specialties — 5 5 (14 ) (4 ) Acetyl Intermediates 143 121 76 146 486 Other Activities 1 (83 ) (33 ) (38 ) (30 ) (184 ) Total 123 125 82 156 486 Equity Earnings and Other Income/(Expense) 2 Advanced Engineered Materials 12 16 15 11 54 Consumer Specialties — 2 (2 ) 3 3 Industrial Specialties — — — — — Acetyl Intermediates 12 (10 ) 32 35 69 Other Activities 1 (8 ) 18 (2 ) 5 13 Total 16 26 43 54 139 Other Charges and Other Adjustments 3 Advanced Engineered Materials 1 20 4 6 31 Consumer Specialties 1 — 10 (24 ) (13 ) Industrial Specialties — 2 8 1 11 Acetyl Intermediates 19 11 15 (30 ) 15 Other Activities 1 45 (10 ) 2 3 40 Total 66 23 39 (44 ) 84 Depreciation and Amortization Expense Advanced Engineered Materials 15 14 13 18 60 Consumer Specialties 12 12 7 11 42 Industrial Specialties 12 11 7 17 47 Acetyl Intermediates 17 24 35 34 110 Other Activities 1 2 2 4 1 9 Total 58 63 66 81 268 Operating EBITDA* Advanced Engineered Materials 67 55 50 33 205 Consumer Specialties 37 41 36 46 160 Industrial Specialties 12 18 20 4 54 Acetyl Intermediates 191 146 158 185 680 Other Activities 1 (44 ) (23 ) (34 ) (21 ) (122 ) Total 263 237 230 247 977 *Quarterly earnings for the discontinued Edmonton Methanol operations have been included in Other Charges and Other Adjustments. 18 10 4 3 35 Oxo Alcohol Divestiture 22 28 22 9 81 Total Operating EBITDA — as reported 285 265 252 256 1,058 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. -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited Three Months Ended Twelve Months Ended March 31, June 30, September 30, December 31, December 31, (in $ millions) 2006 2006 2006 2006 2006 Net Sales Advanced Engineered Materials 231 230 230 224 915 Consumer Specialties 216 223 213 224 876 Industrial Specialties 311 326 335 309 1,281 Acetyl Intermediates 809 839 872 831 3,351 Other Activities 1 5 6 5 6 22 Intersegment eliminations (152 ) (167 ) (184 ) (164 ) (667 ) Total 1,420 1,457 1,471 1,430 5,778 Operating Profit (Loss) Advanced Engineered Materials 41 38 37 29 145 Consumer Specialties 42 47 35 41 165 Industrial Specialties 15 3 17 9 44 Acetyl Intermediates 103 120 126 107 456 Other Activities 1 (45 ) (56 ) (43 ) (46 ) (190 ) Total 156 152 172 140 620 Equity Earnings and Other Income/(Expense) 2 Advanced Engineered Materials 14 14 14 13 55 Consumer Specialties — 22 — 2 24 Industrial Specialties — (1 ) — — (1 ) Acetyl Intermediates 7 15 18 23 63 Other Activities 1 3 (3 ) 10 12 22 Total 24 47 42 50 163 Other Charges and Other Adjustments 3 Advanced Engineered Materials (2 ) (2 ) — (1 ) (5 ) Consumer Specialties — — — — - Industrial Specialties 1 10 3 2 16 Acetyl Intermediates 12 14 10 16 52 Other Activities 1 13 15 3 (2 ) 29 Total 24 37 16 15 92 Depreciation and Amortization Expense Advanced Engineered Materials 16 16 16 17 65 Consumer Specialties 11 9 9 10 39 Industrial Specialties 14 15 16 14 59 Acetyl Intermediates 23 32 23 23 101 Other Activities 1 1 2 2 — 5 Total 65 74 66 64 269 Operating EBITDA* Advanced Engineered Materials 69 66 67 58 260 Consumer Specialties 53 78 44 53 228 Industrial Specialties 30 27 36 25 118 Acetyl Intermediates 145 181 177 169 672 Other Activities 1 (28 ) (42 ) (28 ) (36 ) (134 ) Total 269 310 296 269 1,144 *Quarterly earnings for the discontinued Edmonton Methanol operations have been included in Other Charges and Other Adjustments. 14 12 10 16 52 Oxo Alcohol Divestiture** — — 26 39 65 Total Operating EBITDA — as reported 269 310 322 308 1,209 ** For comparative purposes. The Oxo Alcohol Divestiture was reflected as a discontinued operation for the three months ended March 31, 2006 and June 30, 2006 in conjunction with reporting the results for the first and second quarter of 2007. 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. -------------------------------------------------------------------------------- Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited Three Months Ended Six Months Ended March 31, June 30, June 30, (in $ millions) 2007 2007 2007 Net Sales Advanced Engineered Materials 262 257 519 Consumer Specialties 269 281 550 Industrial Specialties 346 355 701 Acetyl Intermediates 839 834 1,673 Other Activities 1 1 (5 ) (4 ) Intersegment eliminations (162 ) (166 ) (328 ) Total 1,555 1,556 3,111 Operating Profit (Loss) Advanced Engineered Materials 36 32 68 Consumer Specialties 48 48 96 Industrial Specialties 12 (1 ) 11 Acetyl Intermediates 132 91 223 Other Activities 1 (22 ) (99 ) (121 ) Total 206 71 277 Equity Earnings and Other Income/(Expense) 2 Advanced Engineered Materials 14 16 30 Consumer Specialties — 35 35 Industrial Specialties — — - Acetyl Intermediates 5 18 23 Other Activities 1 4 (2 ) 2 Total 23 67 90 Other Charges and Other Adjustments 3 Advanced Engineered Materials — 5 5 Consumer Specialties 1 8 9 Industrial Specialties — 19 19 Acetyl Intermediates 46 11 57 Other Activities 1 4 72 76 Total 51 115 166 Depreciation and Amortization Expense Advanced Engineered Materials 17 17 34 Consumer Specialties 11 13 24 Industrial Specialties 14 16 30 Acetyl Intermediates 24 26 50 Other Activities 1 2 1 3 Total 68 73 141 Operating EBITDA* Advanced Engineered Materials 67 70 137 Consumer Specialties 60 104 164 Industrial Specialties 26 34 60 Acetyl Intermediates 207 146 353 Other Activities 1 (12 ) (28 ) (40 ) Total 348 326 674 *Quarterly earnings for the discontinued Edmonton Methanol operations have been included in Other Charges and Other Adjustments. 33 (2 ) 31 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. EX-99.2 3 y40443exv99w2.htm EX-99.2: SLIDE PRESENTATION DATED OCT. 4,2007 Exhibit 99.2 [[Image Removed]] Celanese Resegmentation -------------------------------------------------------------------------------- [[Image Removed]] Reconciliation and Use of Non-GAAP Measures to U.S. GAAP and Unaudited Results -------------------------------------------------------------------------------- [[Image Removed]] Formaldehyde Anhydride and esters VAM Acetic Acid Differentiated Intermediates Specialty Products Raw Materials Building Block Celanese historical reporting segments Previous Segments Performance Products Chemical Products Acetate Products Technical Polymers Ticona Engineered Plastics Nutrinova Emulsions Acetate Engineered Plastics Nutrinova Emulsions Acetate Raw Materials Engineered Plastics Nutrinova Emulsions/PVOH Acetate -------------------------------------------------------------------------------- [[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]] New Celanese reporting segment highlights Advanced Engineered Materials Represents previously reported 'Technical Polymers Ticona' segment Consumer Specialties Combines previously reported 'Acetate Products' and 'Performance Products' segments Transfer Price adjustment consistent with Industrial Specialties (market-based) Industrial Specialties Combines Emulsions/PVOH and AT Plastics businesses which were previously reported in Chemical Products and Other segments, respectively Transfer Price adjustment consistent with Consumer Specialties (market-based) Acetyl Intermediates Represents previously reported Chemical Products segment excluding the Emulsions and PVOH businesses Transfer Price adjustment to Consumer and Industrial Specialties (market-based) Other Primarily represents Corporate activities and the results from Captive Insurance companies -------------------------------------------------------------------------------- [[Image Removed]] Previous Reporting Segments 2005 Sales Walkforward 2005 Sales1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Intersegment Eliminations Total Chemical Products 948 2,911 (324) 3,535 Technical Polymers Ticona 887 887 Acetate Products 659 659 Performance Products 180 180 Other 112 32 144 Intersegment Eliminations (136) (136) Total 887 839 1,060 2,911 32 (460) 5,269 New Reporting Segments 1Excludes Sales from the oxo alcohol and Edmonton methanol businesses which were discontinued in 2007. -------------------------------------------------------------------------------- [[Image Removed]] 2005 Operating EBITDA Walkforward 20051 Operating EBITDA Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Total Chemical Products 10 45 680 735 Technical Polymers Ticona 205 205 Acetate Products 86 86 Performance Products 64 64 Other 9 (122) (113) Total 205 160 54 680 (122) 977 1Excludes Operating EBITDA from the oxo alcohol business which was discontinued in 2007. New Reporting Segments Previous Reporting Segments -------------------------------------------------------------------------------- [[Image Removed]] Previous Reporting Segments 2006 Sales Walkforward 2006 Sales1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Intersegment Eliminations Total Chemical Products 1,046 3,351 (533) 3,864 Technical Polymers Ticona 915 915 Acetate Products 700 700 Performance Products 176 176 Other 235 22 257 Intersegment Eliminations (134) (134) Total 915 876 1,281 3,351 22 (667) 5,778 New Reporting Segments 1Excludes Sales from the oxo alcohol and Edmonton methanol businesses which were discontinued in 2007. -------------------------------------------------------------------------------- [[Image Removed]] 2006 Operating EBITDA Walkforward 2006 Operating EBITDA1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Total Chemical Products 9 95 672 776 Technical Polymers Ticona 260 260 Acetate Products 151 151 Performance Products 68 68 Other 23 (134) (111) Total 260 228 118 672 (134) 1,144 1Excludes Operating EBITDA from the oxo alcohol business which was discontinued in 2007. Previous Reporting Segments New Reporting Segments -------------------------------------------------------------------------------- [[Image Removed]] Previous Reporting Segments YTD 2007 Sales Walkforward YTD 2007 Sales1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Intersegment Eliminations Total Chemical Products 580 1,673 (249) 2,004 Technical Polymers Ticona 519 519 Acetate Products 458 458 Performance Products 92 92 Other 121 (4) 117 Intersegment Eliminations (79) (79) Total 519 550 701 1,673 (4) (328) 3,111 New Reporting Segments 1Excludes Sales from the oxo alcohol and Edmonton methanol businesses which were discontinued in 2007. -------------------------------------------------------------------------------- [[Image Removed]] YTD 2007 Operating EBITDA Walkforward YTD 2007 Operating EBITDA1 Advanced Engineered Materials Consumer Specialties Industrial Specialties Acetyl Intermediates Other Total Chemical Products 6 49 353 408 Technical Polymers Ticona 137 137 Acetate Products 117 117 Performance Products 41 41 Other 11 (40) (29) Total 137 164 60 353 (40) 674 1Excludes Operating EBITDA from the oxo alcohol business which was discontinued in 2007. Previous Reporting Segments New Reporting Segments