Celanese CORP (Form: 8-K, Received: 11/30/2009 16:46:07)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) : November 30, 2009

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

001-32410

(Comm i ssion File Number)

98-0420726

(IRS Employer 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

(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 7.01

Regulation FD Disclosure.

On December 1, 2009, Sandra Beach Lin, corporate executive vice president, and Roeland Polet, vice president, Ticona Engineering Polymers, will address attendees of the 2009 Citi Basic Materials Conference in New York. The slideshow presentation that will accompany the remarks made by Ms. Lin and Mr. Polet and other investor relations professionals of the Company during the conference and other investor sessions is being furnished to the Securities and Exchange Commission and is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. A webcast of the presentation and a replay of the webcast will be available on the Company’s website at www.celanese.com under Investor/Presentations & Webcasts.

The information set forth in this Item 7.01, as well as statements made by representatives of the Company during the course of the presentation, includes “forward-looking statements”. All statements, other than statements of historical facts, included in this Item 7.01, the attached Exhibit 99.1, or made during the course of the presentation, that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.

In connection with the disclosure set forth in this 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 filings. 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.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Conference on December 1, 2009 in New York

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

Date: November 30, 2009	By:	/s/ Robert L. Villaseñor
		Name: Robert L. Villaseñor
		Title: Associate General Counsel and
		Assistant Corporate Secretary

Exhibit Number	Description
99.1	Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Conference on December 1, 2009 in New York

Celanese Corporation

December 2009

Forward Looking Statements, Reconciliation and Use of Non-
GAAP Measures to U.S. GAAP

Forward-Looking Statements

This presentation may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital
expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,”
“believes,” 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.

Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP

This presentation reflects five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, 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 affiliate EBITDA is equity in net earnings of
affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations.

Use of Non-U.S. GAAP Financial Information

► Operating EBITDA, a measure used by management to measure performance, is defined 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 may provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a U.S.GAAP financial measure
because a forecast of Other Charges and Adjustments is not practical. 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 may provide guidance on an adjusted earnings per share basis and
are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this
non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S.
GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is
not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.

► The tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year, excluding changes in uncertain tax positions, discrete items and changes in
management’s assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would
not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ significantly from the tax rate used for U.S. GAAP reporting in any given
reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period.

► 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.

► Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments.
We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use
adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. 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 presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management.
Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

Celanese

($ million)

2008 Revenue: $6,823

2008 Operating EBITDA: $1,169

2009 3Q YTD Revenue: $3,694

2009 3Q YTD Op. EBITDA: $620

Consumer Specialties

2008 Revenue: $1,155

2008 Operating EBITDA: $293

2009 3Q YTD Revenue: $817

2009 3Q YTD Op. EBITDA: $283

Advanced Engineered
Materials

2008 Revenue: $1,061

2008 Operating EBITDA: $170

2009 3Q YTD Revenue: $569

2009 3Q YTD Op. EBITDA: $84

Industrial Specialties

2008 Revenue: $1,406

2008 Operating EBITDA: $117

2009 3Q YTD Revenue: $745

2009 3Q YTD Op. EBITDA: $90

Acetyl Intermediates

2008 Revenue: $3,201

2008 Operating EBITDA: $676

2009 3Q YTD Revenue: $1,860

2009 3Q YTD Op. EBITDA: $229

Strong financial performance in a challenging year

Celanese diversified portfolio delivers
shareholder value through leading franchises

	Portfolio Characteristics	Financial Impact
Advanced Engineered Materials (Engineered Thermoplastics and Polymers)	► Industry-leading technology ► Strong product pipeline	► Higher growth ► Margin expansion
Consumer Specialties (Acetate Flake and Tow, High Intensity Food Sweetener)	► Stable cash generation ► Industry-leading partnerships in Asia	► Cash flow ► Stable
Acetyl Intermediates (Acetic Acid, Vinyl Acetate Monomer, Acetyl Derivatives)	► A global leader ► Advantaged technology ► Superior cost position	► Capital efficient ► More stable EBITDA
Industrial Specialties (Vinyl Emulsions and Polymers)	► Upstream integration ► Emerging economy opportunities ► Growth through innovation	► Asia growth ► Increased demand for low VOC

Balanced portfolio creates a unique hybrid business model

Portfolio well-positioned to deliver and
execute

► Balanced footprint in key
regions

► Recovering conditions in key
end-use industries

► Attractive balance sheet with
strong cash generation

Geographic

Demand

Capital Structure

► Sustainable fixed spending
reductions

► Efficient and scalable capital

► Global macro trends driving
customer growth

Operating

Innovation

Celanese Advantages Celanese Levers of Value

Increasing the earnings power of the business through multiple
levers

Why Celanese? Why Celanese Now?

Operating EBITDA

2006 - 2010 Strategic Objectives

$350-400 million

~$1,100 million

$1,600-1,800 million

2009 to “Recovery” Strategic Objectives

$250-350 million

$800-1,000 million

Increased earnings power drives significant
shareholder value

2006 - 2010 Strategic Objectives

>$100 million

2009 to “Recovery” Strategic Objectives

$70-90 million

Earnings power improvement substantial with initiatives - innovation
will play a key role

$400-450 million

$140-160 million

New initiatives increase earnings

Precise applications
in complex
environments

Collaborative engineering
right people - right place -
right time

Providing valuable solutions to extreme
requirements

95%

Standard Polymers

High-Performance Polymers (HPP)

Engineering Thermoplastics (ETP)

ABS, SAN, ASA = 3%

PE = 28%

PP = 19%

PET = 7%

PU = 6%

PVC = 14%

PS, EPS = 8%

Range of Products

$1/kg

$100/kg

$10/kg

$3/kg

Price for Performance

PA = 5%

PC = 5%

Value of technology and performance is
differentiated

Key Products	Ticona	DuPont	DSM	Sabic	Solvay	BASF	Major End Uses
Hostaform ® Polyacetal Copolymer (POM)	+++	+++	--	--	--	++
Vectra ® Liquid Crystal Polymer (LCP)	+++	++	--	--	++	--
GUR ® Ultra-high molecular weight polyethylene (UHMW-PE)	++++	--	++	+	--	--
Fortron ® Polyphenylensulfide (PPS)	++++	++	+++	++	++	+

Tech Fibers

Connectors

Battery

Membranes

Filtration

Joint

Replacements

Auto

Appliances

Fuel

AEM clear leader in key high performance polymers

Product portfolio unmatched in the industry

Value of Specification

Value Delivered

LANXESS

AEM

DuPont

SABIC/PC

BASF

DSM

Solvay

DOW

SABIC/Core

Specification drives sustainable value for high performance polymers

Average Specification by Material Type

Source: Celanese internal estimates

Specification position demonstrates strength
of the franchise

Other 2%

2008 Revenue ~ $1.1 billion

Alternate Fabrication

Transportation
44%

► Fuel systems

► Safety systems

► Mechanical components

Electrical & Electronics
10%

► Consumer electronics

► LED lighting

► Connectors

Consumer & Appliance
12%

► Water purification

► Durable household goods

Industrial
17%

► Fluid handling

► Gearing

► Drug delivery systems

► Medical implants

Medical
8%

► Emissions filtration

► Textiles

Broad range of end-use applications to
targeted value-added niches

Project Pipeline Development

► Continued increases in new
project opportunities with
focus on:

• High-growth end-segments

• Regional penetration

► Pipeline drivers continue to
be:

• Regulatory trends

• Consumer preferences

• Geographic shift to adopt
Western standards

• Productivity emphasis

Innovation remains a key element to growth trajectory

Robust and balanced pipeline continues to
grow with emphasis on automotive programs

Unique Properties :

• Inherent lubricity

• Chemical resistance

• Long-term fatigue strength

Primary Applications:

• Automotive fuel systems

• Consumer appliances

• Medical delivery devices

• Fluid handling

Estimated global POM market size is ~$2 Billion*

* At 90% industrial utilization rate

Methanol

POM

Monomer Formation

Polymer Production

Polymer Reaction

CH 2

O CH 3

Source: Celanese internal estimates

Polyacetal (POM) - key engineered polymer
provides technology platform for continued
growth

48 years of innovative development

1961

1968

1976

1982

1993

1997

1999

2001

2005

Over 48 years of Hostaform® POM production
- innovation through product and application
development

2005

Technology breakthrough drives further innovation…

► Filed more than 100 patents for intellectual property protection

Reactive end
groups

OCH 3

CH 2

Standard POM Chain

Non-reactive
end group

CH 2

Significant innovation in POM chemistry

Breakthrough in reactive end group formation

IM POM Chain

Methanol

Monomer Formation

Polymer Production

Polymer Reaction

CH 2

O CH 3

Impact

Modified

POM

Innovative backbone modification results in
breakthrough new POM product

► Improved impact strength by 75%

► Best in class weldline performance by
300%

► Higher stiffness (modulus) - Up to 25%

► Reduce cooling times for molded parts
by 30%

► Elevated heat deflection temperature

Conventional Impact Modified POM

Visible weld
line

NEW Impact Modified POM

No weld line

Significant improvement in polymer performance in end applications
and part manufacturability

Innovative technology drives improved impact
performance & weld line strength

NEW POM

IM Nylon

Stiffness (Mpa)

Elongation @
Break (%)

330

Impact Performance
@ Cold
Temperature

Versatility and reliability to meet all the requirements

New POM product family offers design
freedoms and access to new growth
opportunities

Improvement in POM Technical
Performance

New Ticona
POM Space

Existing

POM Space

Increase weldline strain @ break %

Technology enables additional estimated $500 million application
space opportunity

Automotive Applications

► Chemical resistance

► Superior impact & weldline strength

► Elevated heat deflection temperature

Industrial Applications

► Higher stiffness (Modulus)

► Improved slip & wear performance

► Less mold deposit

Consumer Applications

► Design freedom

► Superior impact and weldline strength

Incremental $500 Million
Application Opportunity

Ticona: Growing application space through
innovation

	Global Automotive Trends
	Regulatory		Consumer		Manufacturing
	Emissions	Fuel Efficiency	Adoption of Western Standards	“Green” Initiatives	Global Platforms	Productivity
North America	ü	ü		ü	ü	ü
Europe	ü	ü		ü	ü	ü
Asia	ü		ü	ü		ü

Indifferent to producer, model or manufacturing location…
AEM delivers solutions globally

Changing automotive environment favors
high performance plastics

Efficient
engines

Hybrid-
engine
systems

Alternative
fuels

Metal
replacement

Ticona high
temperature polymers
for turbo-charged
engines

Ticona polymers in
hybrid vehicle
systems

New Hostaform ® POM
products meet more
aggressive conditions in
fuel delivery systems

Ticona portfolio for
components in door
module

Ticona is well-positioned to capitalize
on growth opportunities

Asia Sales for Ticona Global Portfolio

Ticona Key Products - Asia Trajectory

Asia segment size (est.)

CE share (est.)

Source: Form 10-K, Celanese internal estimates

We are making progress in Asia… and the
platform is in place to capture growth

Automotive Opportunity

► Current “best-in-class”
translation to all models
yields translation
opportunity

► Westernization of current
China production drives
China opportunity

► Successful
commercialization of
application R&D creates
pipeline opportunity

3.0

Total AEM

Today

Total

Competitors

Today

Translation

China

Pipeline

Total
Opportunity

Significant opportunities exist in ~$3 billion industry space

AEM: Application development creates
current - and future - opportunities

Source: Celanese internal estimates

Well-positioned for growth in China with the right partner

China

ROW

Chinese Imports

Chinese Domestic
Production

Worldwide Tow Demand

Tow Demand Growth

Acetate Tow demand in China will drive
worldwide growth

Productivity Driven

Tax Rate

Represents approximately $1.00 per share in

2010 earnings improvement

2010 Earnings Improvement

► AEM: Destocking complete

► CS: Sustain performance

► AI: Technology, 2009 FIFO effect

► IS: Asia growth focus

► Pardies & Cangrejera closures

► Other manufacturing realignment

► SG&A realignment

► Sustain lower tax rate

► Benefits of manufacturing and

administrative restructuring

► Cash taxes rate expected

to be similar

Volume Driven

$80 - $100

At least $100

Low 20% range
vs. 29%

$ in millions

Why Celanese? Why Celanese Now?

Significant value upside over current share price

Geographic

Demand

Capital Structure

Operating

Innovation

Track record
of execution

High return
opportunities

► $1.6-1.8 billion recovery
earnings

► Rapid earnings growth of
the current base -
$1.00/share growth in
2010

► Over $2 billion of cash
generation through 2014

► Returns continue to
exceed weighted
average cost of capital

► More stable earnings
profile

Levers of Value Shareholder Value

Celanese Corporation

December 2009

Celanese Global Manufacturing Locations

All values shown in kT per year

Singapore

Acid = 600

VAM = 210

Esters = 130

Frankfurt, Germany

VAM = 285

Esters = 40

Tarragona, Spain

VAM = 200

Bay City, TX

VAM = 300

Clear Lake, TX

Acid = 1,200

VAM = 310

Cangrejera,
Mexico

Anhydride = 90

Esters = 105

VAM = 115

Pardies, France

(announced closure)

Acid = 440

VAM = 150

Nanjing, China

Acid = 1,200
(expansion)
VAM = 300

Anhydride = 100

► Utilization of all
global Celanese
acetic acid and
downstream sites to
meet global customer
needs

► Ensure all Celanese
sites have a leading
cost structure

► Strategy to remove
high cost facilities

Roussillon, France

Anhydride = 30

Celanese well-positioned globally to meet changing demand landscape

Pampa, TX

(site closed)

Acid = 290

Anhydride = 145

Esters = 60

Leading global footprint positioned to meet
customer demand

Company	Capacity	2007	2008	2009	2010	2011
BP / Sinopec	550 kt
Sipchem	430 kt
Sopo (expansion)	600 kt
Wujing (expansion)	500 kt
Yangkuang Cathay	350 kt
Henan Shunda	200 kt					HC
Tianjin Bohei	200 kt					HC
Hualu Hensheng	200 kt					HC
Henan Yima	200 kt
Yunan Yunwei	200 kt
Kingboard	400 kt

Company Announced Startup

Current Update

CE 2005 Update

SU = Actual plant startup

CE 2006 Update

HC = Highest Cost

CE 2007 Update

Viability of many higher cost projects is in question

1 Celanese internal analysis and opinion

Timing in question

Forecast Capacity Expansions 1

Delays in project startups likely to continue

► Majority of planned
capacity additions and
expansions may be
disadvantaged

2009/2011E Acetic Acid Cost Curve (kT)

By Prod

Avg Other Leading

Technology

Effective Industry Utilization Rates

Ethylene

Highest Cost
China MeOH

Ethanol

Average Celanese

Lower Cost
China MeOH

Source: Celanese internal estimates

Pricing for CE to

earn >15% EBITDA

AI: New capacity not expected to impact
Celanese’s advantaged position
on the cost curve

10%

15%

20%

25%

30%

35%

40%

45%

50%

Return on Invested Capital

Source: Celanese internal estimates; available public data

AI: Celanese is able to achieve >15% ROIC
when others are not able to profitably reinvest

Recent Peak Pricing $600-700

Current Pricing $350-400

Return on Invested Capital vs. Acetic Acid Margin

Majority of announced capacity additions challenged in today’s
pricing environment

1 Source: Celanese internal estimates, Tecnon 2008. Based on nameplate capacity

Disadvantaged technology

Significant differentiation in technology of
announced expansions

Available Cash
Cash (as of 9/30/2009)	$1,293
Kelsterbach Spending	~($300)
Operating Cash	~($300)
Cash Available for Strategic Purposes	~$700

► Ticona Kelsterbach relocation
cash flow neutral through end of
2010

► Expect to continue to generate
positive free cash flow

Significant cash available after anticipated cash commitments

$ million

Positive cash generation and portfolio
improvements enhance our cash position

Balance for “high return” productivity and capital efficient growth

Note: Not including Kelsterbach plant relocation

Maintain Plant

Other Growth

Nanjing

Productivity

Capital Spending by Category

Efficient use of cash

* Starting from an Operating EBITDA base

Positive cash generation even in normalized trough

Normalized Trough

18 - 20%

8 - 10%

22 - 25%

18 - 20%

21 - 23%

10 - 12%

13 - 15%

20 - 22%

Industrial Specialties

Acetyl Intermediates

Advanced Engineered Materials

Consumer Specialties

Other Activities

$800-1,000
million

2009E Cash Flow Guidance
$ in millions	2009E 2
Cash Taxes	$40 - $50
Capital Expenditures	$165 - $175
Reserve/Other	$80 - $90
Net Interest	$200 - $210
Pension	$40 - $50
Adjusted Free Cash Outflows	$525 - $575
Dividends / Debt Service	$75 - $100
Total Cash Outflows	$600 - $675