DELAWARE | 001-32410 | 98-0420726 | ||
(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Separation Payment
: The Company will pay Ms. Lin an amount equal to
her current annual base salary plus target bonus, for a total payment
of $990,000, less any lawful deductions, according to the payment
schedule provided in the Separation Agreement.
2010 Bonus Payments
: Ms. Lin will be paid a prorated bonus payout for
2010, without modification for Company or individual performance. If
Ms. Lin departs on August 1, 2010, the prorated 2010 bonus will be
$256,667. Ms. Lins 2010 bonus payout will be paid to her no later
than September 1, 2010.
Vesting and Exercise of Equity Awards
: As of August 1, 2010, 150,000
of the 200,000 stock options granted to Ms. Lin will have vested and
will be exercisable through August 1, 2011. The remaining 50,000
stock options will be cancelled on August 1, 2010 for no additional
consideration. Ms. Lin will vest in a pro-rata portion of all
restricted stock unit and long-term incentive cash awards outstanding
on August 1, 2010, in accordance with the respective award agreements.
Votes For
Votes Against
Abstain
132,316,536
2,461,795
17,305
133,658,409
1,119,874
17,353
132,928,998
1,850,082
16,556
Votes For
Votes Against
Abstain
139,222,965
1,309,507
25,063
Exhibit Number
Description
Agreement and General Release, dated April 23, 2010,
between Celanese Corporation and Sandra Beach Lin
Press Release dated April 27, 2010*
Slide Presentation dated April 27, 2010*
Press Release dated April 26, 2010
Press Release dated April 27,
2010
*
In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in
this Current Report, including the exhibits attached hereto, is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the
Exchange Act
), or otherwise subject to the liabilities of such
section. The information in this Current Report, including the exhibits, shall not be
incorporated by reference into any filing under the Securities Act of 1933, as amended or the
Exchange Act, regardless of any incorporation by reference language in any such filing. This
Current Report will not be deemed an admission as to the materiality of any information in
this Current Report that is required to be disclosed solely by Regulation FD.
CELANESE CORPORATION
By:
/s/ James R. Peacock III
Name:
James R. Peacock III
Title:
Vice President, Deputy General Counsel
and Assistant Corporate Secretary
Exhibit Number
Description
Agreement and General Release, dated April 23, 2010,
between Celanese Corporation and Sandra Beach Lin
Press Release dated April 27, 2010*
Slide Presentation dated April 27, 2010*
Press Release dated April 26, 2010
Press Release dated April 27, 2010
*
In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in
this Current Report, including the exhibits attached hereto, is being furnished and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the
Exchange Act
), or otherwise subject to the liabilities of such
section. The information in this Current Report, including the exhibits, shall not be
incorporated by reference into any filing under the Securities Act of 1933, as amended or the
Exchange Act, regardless of any incorporation by reference language in any such filing. This
Current Report will not be deemed an admission as to the materiality of any information in
this Current Report that is required to be disclosed solely by Regulation FD.
1. | Last Day of Employment . The last day of employment with Celanese is August 1, 2010, (the Departure Date ), or such earlier date as the Company may determine in its sole discretion. If the Company exercises its discretion to accelerate the Departure Date (Accelerated Departure Date or ADD), the Consideration set forth in Paragraph 2(a) thru 2(l), remains as set forth below. That is, as if she departed on August 1, 2010. However, if her departure on the ADD causes her to not vest in a benefit, Employer and Employee will agree on a make whole substitution. In addition, Employee will receive her salary, in a lump sum, for the difference in dates between the Departure Date and Accelerated Departure Date. If Employee voluntarily resigns before the Departure Date, without the express consent of the Employer, she shall immediately be removed from the payroll and shall not be entitled to any of the consideration set forth in Paragraphs 2(b), (c), (e), (g), (h), (i) and (j) below; and Paragraph 2(d) shall be adjusted to reflect the date of her voluntary resignation in accordance with the terms of the applicable award agreements. If the Employee voluntarily resigns early, with the consent of the Company, the consideration in Paragraph 2b remains as set forth below. However, the consideration in Paragraphs 2 (c),(d),(e),(f),(g) and (h), will be adjusted to correspond with the New Departure Date (NDD) and Employee will only be paid her base salary until the NDD. | |
2. | Consideration . Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, Employer and Employee agree: |
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Options | ||||||||||||||||||||
Vested as of | Unvested as of | Cancelled on | Exercisable | |||||||||||||||||
Vesting Period | Options Granted | 8/1/2010 | 8/1/2010 | 8/1/2010 | until: | |||||||||||||||
7/25/2007 - 1/1/2012
|
200,000 | 150,000 | 50,000 | 50,000 | 8/1/2011 |
Unvested RSUs | Prorated | Timing of | ||||||||||||||||
Vesting Period | (Target) | Numerator | Denominator | Amount | Payment | |||||||||||||
4/1/2007 - 9/30/2010
|
3,750 | 42 | 42 | 3,750 | Oct. 2010 | |||||||||||||
4/1/2007 - 9/30/2011
|
3,750 | 41 | 54 | 2,847 | Oct. 2011 |
Shares | ||||||||||||||||||||
Vested as of | Unvested as of | Cancelled on | Timing of | |||||||||||||||||
Vesting Period | Unvested RSUs | 8/1/2010 | 8/1/2010 | 8/1/2010 | Payment | |||||||||||||||
2/7/2008 - 2/7/2011
|
3,000 | 0 | 3,000 | 3,000 | NA | |||||||||||||||
2/7/2008 - 2/7/2012
|
3,000 | 0 | 3,000 | 3,000 | NA |
Prorated | Timing of | |||||||||||||||||||
Vesting Period | Target Award | Numerator | Denominator | Amount | Payment | |||||||||||||||
2008 Performance RSU Award:
|
||||||||||||||||||||
12/11/2008 - 9/30/2011
|
21,700 | 21 | 34 | 13,403 | Oct. 2011 | |||||||||||||||
2008 LTI Cash Award:
|
||||||||||||||||||||
12/11/2008 - 10/14/2011
|
$ | 1,675,000 | 21 | 34 | $ | 532,059 | Sept. 2010 |
Prorated | Timing of | |||||||||||||||||||
Vesting Period | Target Award | Numerator | Denominator | Amount | Payment | |||||||||||||||
2009 Performance RSU Award:
|
||||||||||||||||||||
12/2/2009 - 9/30/2012
|
24,000 | 9 | 34 | 6,353 | Oct. 2012 | |||||||||||||||
2009 Time Vested RSUs:
|
||||||||||||||||||||
10/1/2009 - 10/1/2010
|
7,200 | 9 | 12 | 5,400 | Oct. 2010 | |||||||||||||||
10/1/2009 - 10/1/2011
|
7,200 | 9 | 24 | 2,700 | Oct. 2011 | |||||||||||||||
10/1/2009 - 10/1/2012
|
9,600 | 9 | 36 | 2,400 | Oct. 2012 |
-2-
3. | No Consideration Absent Execution of this Agreement . Employee understands and agrees that she would not receive the monies and/or benefits specified in Paragraph 2 above, unless the Employee signs this Agreement on the signature page without having revoked this Agreement pursuant to Paragraph 16 below and the fulfillment of the promises contained herein. | |
4. | General Release of Claims . Employee knowingly and voluntarily releases and forever discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the Peoples |
-3-
Republic of China (PRC), U.K. and Germany, the Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as Employer ), of and from any and all claims, known and unknown, asserted and unasserted, Employee has or may have against Employer as of the date of execution of this Agreement, including, but not limited to, any alleged violation of: |
| Title VII of the Civil Rights Act of 1964, as amended; | ||
| The Civil Rights Act of 1991; | ||
| Sections 1981 through 1988 of Title 42 of the United States Code, as amended; | ||
| The Employee Retirement Income Security Act of 1974 (ERISA), as amended; | ||
| The Immigration Reform and Control Act, as amended; | ||
| The Americans with Disabilities Act of 1990, as amended; | ||
| The Age Discrimination in Employment Act of 1967, as amended; | ||
| The Workers Adjustment and Retraining Notification Act, as amended; | ||
| The Occupational Safety and Health Act, as amended; | ||
| The Sarbanes-Oxley Act of 2002; | ||
| The Texas Civil Rights Act, as amended; | ||
| The Texas Minimum Wage Law, as amended; | ||
| Equal Pay Law for Texas, as amended; | ||
| Any other federal, state or local civil or human rights law, or any other local, state or federal law, regulation or ordinance; or any law, regulation or ordinance of a foreign country, including but not limited to the PRC, Federal Republic of Germany and the United Kingdom; | ||
| Any public policy, contract, tort, or common law; | ||
| The employment, labor and benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany; | ||
| Any claim for costs, fees, or other expenses including attorneys fees incurred in these matters. |
5. | Affirmations . Employee affirms that she has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against Employer in any forum or form. Provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission ( EEOC ), subject to the restriction that if any such charge is filed, Employee agrees not to violate the confidentiality provisions of this Agreement and Employee further agrees and covenants that should she or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge with the EEOC, civil action, suit or legal proceeding against the Employer involving any matter occurring at any time in the past, Employee will not seek or accept any personal relief (including, but not limited to, monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding. | |
Employee further affirms that she has reported all hours worked as of the date of this release and has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which she may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to her, except as provided in this Agreement. Employee furthermore affirms that she has no known workplace injuries or occupational |
-4-
diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. Employer affirms, to its knowledge, it has no existing claims against Employee. | ||
6. | Confidentiality . Employee agrees and recognizes that any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Employer or any of its subsidiaries, divisions or affiliates, including, without limitation, all types of trade secrets, client lists or information, employee lists or information, information regarding product development, marketing plans, management organization, operating policies or manuals, performance results, business plans, financial records, or other financial, commercial, business or technical information (collectively Confidential Information ), must be protected as confidential, not copied, disclosed or used other than for the benefit of the Employer at any time unless and until such knowledge or information is in the public domain through no wrongful act by Employee. Employee further agrees not to divulge to anyone (other than the Employer or any persons employed or designated by the Employer), publish or make use of any such Confidential Information without the prior written consent of the Employer, except by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency. | |
7. | Non-competition/Non-solicitation/Non-hire . Employee acknowledges and recognizes the highly competitive nature of the business of the Employer. Without the express written permission of Celanese, for a period of fifty-two (52) weeks, following the Departure Date (the Restricted Period ), Employee acknowledges and agrees that she will not: (i) directly or indirectly solicit sales of like products similar to those produced or sold by Employer within the Ticona, Nutrinova or Acetate business units of Employer; or (ii) directly engage or become employed with any business that competes with the business of the Ticona, Nutrinova or Acetate business units of Celanese, including but not limited to: direct sales, supply chain, marketing, or manufacturing for a producer of products similar to those produced or licensed by the aforementioned business units of Celanese. In addition, for two (2) years, Employee will not directly or indirectly solicit, nor hire employees of Celanese for employment. However, nothing in this provision shall restrict Employee from owning, solely as an investment, publicly traded securities of any company which is engaged in the business of Celanese if Employee (i) is not a controlling person of, or a member of a group which controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities of any such company. | |
8. | Governing Law and Interpretation . This Agreement shall be governed and conformed in accordance with the laws of the State of Texas, without regard to its conflict of laws provision. In the event the Employee or Employer breaches any provision of this Agreement, Employee and Employer affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. | |
9. | Non-admission of Wrongdoing . The parties agree that neither this Agreement nor the furnishing of the consideration for this Release shall be deemed or construed at anytime for any purpose as an admission by Employer of any liability or unlawful conduct of any kind. | |
10. | Non - Disparagement . Employee agrees not to disparage, or make disparaging remarks or send any disparaging communications concerning, the Employer, its reputation, its business, and/or its directors, officers, managers. Likewise the Employers senior management agrees not to disparage, or make any disparaging remark or send any disparaging communication concerning Employee, her reputation and/or her business. A disparaging statement is any communication, oral or written, which |
-5-
would tend to cause the recipient of the communication to question the business condition, integrity, competence, fairness, or good character of the person or entity to whom the communication relates. | ||
11. | Future Cooperation after Departure Date . After the Departure Date, Employer may make reasonable requests of Employee for assistance, and Employee agrees to make reasonable efforts to assist Company including but not limited to: assisting with transition duties, assisting with issues that arise after retirement of employment and assisting with the defense or prosecution of any lawsuit or claim. This includes but is not limited to providing deposition testimony, attending hearings and testifying on behalf of the Company. The Company will reimburse Employee for reasonable time and expenses in connection with any future cooperation after the Departure Date, at her current annual pay, converted to an hourly rate of $475 /hr. Time and expenses can include loss of pay or using vacation time at a future employer. The Company shall reimburse the Employee within 30 days of remittance by Employee to the Company of such time and expenses incurred. Employer further agrees to provide Employee with legal representation in connection with such action, suit or proceeding, for all activities while Employee was acting in the course and scope of her employment. Should Employer determine that a conflict of interest exists between her and Employer relating to said cooperation, Employer will pay the cost of legal representation for all actions of Employee while working in the course and scope of her employment. Employer reserves the right to approve, in advance, Employees selection and the cost of said representation. | |
12. | Indemnification . Employer agrees to indemnify Employee and hold Employee harmless if she is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the Company) by reason of the fact that she was working, in the course and scope of her employment , as a director, officer employee, or agent of the Company or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys fees approved in advance by the Employer), judgments, fines and amounts paid in settlement actually and reasonably incurred by her in connection with such action, suit or proceeding, to the full extent permitted under applicable state and/or federal law. | |
13. | IRS Code Section 409A . The parties intend that this Agreement will be interpreted so that pay and benefits provided hereunder will comply with or be exempt from Section 409A of the Internal Revenue Service Code of 1986. If Employee or the Company believes that this Agreement, or any benefit hereunder, is subject to Section 409A, each party shall advise the other and shall advise the other and shall cooperate in good faith to take such steps as necessary, including amending this Agreement without a diminution in the benefits Employee is entitled to receive, to avoid the imposition of a Section 409A tax | |
14. | Injunctive Relief . Employee agrees and acknowledges that the Employer will be irreparably harmed by any breach, or threatened breach by her of this Agreement and that monetary damages would be grossly inadequate. Accordingly, she agrees that in the event of a breach, or threatened breach by her of this Agreement the Employer shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies at law or equity. | |
15. | Review Period . Employee is hereby advised she has until April 23, 2010, which is at least forty-five (45) calendar days from the initial notification date, to review this Agreement and to consult with an attorney prior to execution of this Agreement. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original forty-five (45) calendar day consideration period. |
-6-
16. | Revocation Period and Effective Date . In the event that Employee elects to sign and return to the Company a copy of this Agreement, she has a period of seven (7) days (the Revocation Period ) following the date of such execution to revoke this Agreement, after which time this agreement will become effective (the Effective Date ) if not previously revoked. In order for the revocation to be effective, written notice must be received by the Company no later than close of business on the seventh day after the Employee signs this Agreement at which time the Revocation Period shall expire. | |
17. | Amendment . This Agreement may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement. | |
18. | Entire Agreement . This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior obligation of the Employer to the Employee. Employee acknowledges that she has not relied on any representations, promises, or agreements of any kind made to her in connection with her decision to accept this Agreement, except for those set forth in this Agreement . Notwithstanding the foregoing, it is expressly understood and agreed that the Equity Agreements and the Long Term Incentive Award Claw Back Agreement executed by Employee shall remain in full force and effect, except as such Equity Agreements are modified by Section 2(d) of this Agreement. In addition, the execution of this Agreement is not intended to release Employer from the Indemnification provision, in Paragraph 13. | |
19. | HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH 2 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE AGAINST EMPLOYER. |
Employee | Celanese Corporation: | |||||||||
|
||||||||||
By:
|
/s/ Sandra Beach Lin | By: | /s/ Jacquelyn H. Wolf | |||||||
|
||||||||||
|
Sandra Beach Lin | Jacquelyn H. Wolf | ||||||||
|
Senior Vice President, Human Resources | |||||||||
Date: April 23, 2010 | Date: April 23, 2010 |
-7-
|
Celanese Corporation | |
|
Investor Relations | |
Corporate News Release
|
1601 West LBJ Freeway | |
|
Dallas, Texas 75234 |
| Net sales were $1,388 million, up 21% from prior year period | ||
| Operating profit was ($14) million versus $27 million in prior year period | ||
| Net earnings were $18 million versus ($20) million in prior year period | ||
| Operating EBITDA was $246 million versus $136 million in prior year period | ||
| Diluted EPS from continuing operations was $0.09 versus ($0.17) in prior year period | ||
| Adjusted EPS was $0.67 versus $0.08 in prior year period |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions, except per share data) | 2010 | 2009 | ||||||
Net sales
|
1,388 | 1,146 | ||||||
Operating profit (loss)
|
(14 | ) | 27 | |||||
Net earnings (loss) attributable to Celanese Corporation
|
18 | (20 | ) | |||||
Operating EBITDA
1
|
246 | 136 | ||||||
Diluted EPS continuing operations
|
$ | 0.09 | ($0.17 | ) | ||||
Diluted EPS total
|
$ | 0.10 | ($0.16 | ) | ||||
Adjusted EPS
2
|
$ | 0.67 | $ | 0.08 |
1 | Non-U.S. GAAP measure. See reconciliation in Table 1. | |
2 | Non-U.S. GAAP measure. See reconciliation in Table 6. |
| Announced the construction of a 50,000 ton polyacetal (POM) production facility in its National Methanol Co. joint venture (Ibn Sina) in Saudi Arabia and extended the venture, which will now run until 2032. Upon successful startup of the POM facility, Celaneses economic interest in Ibn Sina will increase from 25 percent to a total of 32.5 percent. | ||
| Announced it is considering a consolidation of its global acetate manufacturing capabilities with the potential closure of its acetate manufacturing facility in Spondon, Derby, United Kingdom. The company expects this proposed action would meet its return criteria for investment in productivity-related projects. | ||
| Received formal approval of its previously announced plans to expand flake and tow capacities, each by 30,000 tons, at its joint venture facility in Nantong, China, with its joint venture partner, China National Tobacco Corporation. | ||
| Announced a 25 percent increase in its quarterly common stock cash dividend beginning August 2010. The annual dividend rate will increase from $0.16 to $0.20 per share of common stock and the quarterly rate will increase from $0.04 to $0.05 per share. |
Contacts:
|
||||
Investor Relations
|
Media U.S. | Media Europe | ||
Mark Oberle
|
W. Travis Jacobsen | Jens Kurth | ||
Phone: +1 972 443 4464
|
Phone: +1 972 443 3750 | Phone: +49 (0)6107 772 1574 | ||
Telefax: +1 972 443 8519
|
Telefax: +1 972 443 8519 | Telefax: +49 (0)6107 772 7231 | ||
Mark.Oberle@celanese.com
|
William.Jacobsen@celanese.com | J.Kurth@celanese.com |
| Operating EBITDA, a measure used by management to measure performance, is defined by the company 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. | ||
| Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. 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 by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The 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 other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in managements 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 by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the companys capital structure. Our management and credit analysts use net debt to evaluate the companys capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates net debt. | ||
| Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the companys cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the companys liquidity and assess credit quality. |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions, except per share data) | 2010 | 2009 | ||||||
Net sales
|
1,388 | 1,146 | ||||||
Cost of sales
|
(1,170 | ) | (946 | ) | ||||
Gross profit
|
218 | 200 | ||||||
|
||||||||
Selling, general and administrative expenses
|
(123 | ) | (114 | ) | ||||
Amortization of Intangible assets
1
|
(15 | ) | (17 | ) | ||||
Research and development expenses
|
(19 | ) | (20 | ) | ||||
Other (charges) gains, net
|
(77 | ) | (21 | ) | ||||
Foreign exchange gain (loss), net
|
2 | 2 | ||||||
Gain (loss) on disposition of businesses and assets, net
|
| (3 | ) | |||||
Operating profit (loss)
|
(14 | ) | 27 | |||||
|
||||||||
Equity in net earnings (loss) of affiliates
|
26 | (2 | ) | |||||
Interest expense
|
(49 | ) | (51 | ) | ||||
Interest income
|
1 | 3 | ||||||
Dividend income cost investments
|
27 | 6 | ||||||
Other income (expense), net
|
6 | 1 | ||||||
Earnings (loss) from continuing operations before tax
|
(3 | ) | (16 | ) | ||||
|
||||||||
Income tax (provision) benefit
|
20 | (5 | ) | |||||
Earnings (loss) from continuing operations
|
17 | (21 | ) | |||||
|
||||||||
Earnings (loss) from operation of discontinued operations
|
| 1 | ||||||
Gain on disposal of discontinued operations
|
2 | | ||||||
Income tax (provision) benefit, discontinued operations
|
(1 | ) | | |||||
Earnings (loss) from discontinued operations
|
1 | 1 | ||||||
|
||||||||
Net earnings (loss)
|
18 | (20 | ) | |||||
Less: Net earnings (loss) attributable to noncontrolling interests
|
| | ||||||
Net earnings (loss) attributable to Celanese Corporation
|
18 | (20 | ) | |||||
|
||||||||
Cumulative preferred stock dividend
|
(3 | ) | (3 | ) | ||||
Net earnings (loss) available to common shareholders
|
15 | (23 | ) | |||||
|
||||||||
Amounts attributable to Celanese Corporation
|
||||||||
Earnings (loss) per common share basic
|
||||||||
Continuing operations
|
$ | 0.09 | ($0.17 | ) | ||||
Discontinued operations
|
0.01 | 0.01 | ||||||
Net earnings (loss) basic
|
$ | 0.10 | ($0.16 | ) | ||||
|
||||||||
Earnings (loss) per common share diluted
|
||||||||
Continuing operations
|
$ | 0.09 | ($0.17 | ) | ||||
Discontinued operations
|
0.01 | 0.01 | ||||||
Net earnings (loss) diluted
|
$ | 0.10 | ($0.16 | ) | ||||
|
||||||||
Weighted average shares (millions)
|
||||||||
Basic
|
150.3 | 143.5 | ||||||
Diluted
|
152.6 | 143.5 | ||||||
1 | Customer related intangibles |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions) | 2010 | 2009 | ||||||
Net Sales
|
||||||||
Advanced Engineered Materials
|
282 | 165 | ||||||
Consumer Specialties
|
238 | 266 | ||||||
Industrial Specialties
|
242 | 242 | ||||||
Acetyl Intermediates
|
724 | 572 | ||||||
Other Activities
1
|
| | ||||||
Intersegment eliminations
|
(98 | ) | (99 | ) | ||||
Total
|
1,388 | 1,146 | ||||||
|
||||||||
Operating Profit (Loss)
|
||||||||
Advanced Engineered Materials
|
46 | (19 | ) | |||||
Consumer Specialties
|
(30 | ) | 66 | |||||
Industrial Specialties
|
12 | 10 | ||||||
Acetyl Intermediates
|
2 | 12 | ||||||
Other Activities
1
|
(44 | ) | (42 | ) | ||||
Total
|
(14 | ) | 27 | |||||
|
||||||||
Equity Earnings, Cost Dividend Income and Other Income (Expense)
|
||||||||
Advanced Engineered Materials
|
21 | (8 | ) | |||||
Consumer Specialties
|
| 3 | ||||||
Industrial Specialties
|
| | ||||||
Acetyl Intermediates
|
28 | 4 | ||||||
Other Activities
1
|
10 | 6 | ||||||
Total
|
59 | 5 | ||||||
|
||||||||
Other Charges and Other Adjustments
2
|
||||||||
Advanced Engineered Materials
|
(2 | ) | 10 | |||||
Consumer Specialties
|
80 | | ||||||
Industrial Specialties
|
| 3 | ||||||
Acetyl Intermediates
|
52 | 5 | ||||||
Other Activities
1
|
5 | 15 | ||||||
Total
|
135 | 33 | ||||||
|
||||||||
Depreciation and Amortization Expense
|
||||||||
Advanced Engineered Materials
|
17 | 17 | ||||||
Consumer Specialties
|
11 | 12 | ||||||
Industrial Specialties
|
10 | 13 | ||||||
Acetyl Intermediates
|
25 | 27 | ||||||
Other Activities
1
|
3 | 2 | ||||||
Total
|
66 | 71 | ||||||
|
||||||||
Operating EBITDA
|
||||||||
Advanced Engineered Materials
|
82 | | ||||||
Consumer Specialties
|
61 | 81 | ||||||
Industrial Specialties
|
22 | 26 | ||||||
Acetyl Intermediates
|
107 | 48 | ||||||
Other Activities
1
|
(26 | ) | (19 | ) | ||||
Total
|
246 | 136 | ||||||
1 | Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. | |
2 | See Table 7 for details. |
Volume | Price | Currency | Other 1 | Total | ||||||||||||||||
Advanced Engineered Materials
|
71 | % | -11 | % | 6 | % | 5 | % 2 | 71 | % | ||||||||||
Consumer Specialties
|
-11 | % | 0 | % | 0 | % | 0 | % | -11 | % | ||||||||||
Industrial Specialties
|
16 | % | -4 | % | 3 | % | -15 | % 3 | 0 | % | ||||||||||
Acetyl Intermediates
|
14 | % | 10 | % | 3 | % | 0 | % | 27 | % | ||||||||||
Total Company
|
18 | % | 3 | % | 3 | % | -3 | % | 21 | % | ||||||||||
1 | Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations. | |
2 | 2010 includes the effects of the FACT GmbH (Future Advanced Composites Technology) acquisition. | |
3 | 2010 does not include the effects of the PVOH business, which was sold on July 1, 2009. |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions) | 2010 | 2009 | ||||||
Net cash provided by operating activities
|
55 | 199 | ||||||
Net cash provided by (used in) investing activities
1
|
(132 | ) | 311 | |||||
Net cash used in financing activities
|
(15 | ) | (48 | ) | ||||
Exchange rate effects on cash
|
(23 | ) | 12 | |||||
Cash and cash equivalents at beginning of period
|
1,254 | 676 | ||||||
Cash and cash equivalents at end of period
|
1,139 | 1,150 | ||||||
1 | 2010 includes $0 million of cash received and $85 million of capital expenditures related to the Ticona Kelsterbach plant relocation. 2009 includes $412 million of cash received and $58 million of capital expenditures related to the Ticona Kelsterbach plant relocation. |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions) | 2010 | 2009 | ||||||
Dividends from equity investments
|
30 | 18 | ||||||
Dividends from cost investments
|
27 | 6 | ||||||
Total
|
57 | 24 | ||||||
March 31, | December 31, | |||||||
(in $ millions) | 2010 | 2009 | ||||||
Short-term borrowings and current
installments of long-term debt third party and affiliates
|
258 | 242 | ||||||
Long-term debt
|
3,233 | 3,259 | ||||||
Total debt
|
3,491 | 3,501 | ||||||
Less: Cash and cash equivalents
|
1,139 | 1,254 | ||||||
Net Debt
|
2,352 | 2,247 | ||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
(in $ millions, except per share data) | 2010 | 2009 | |||||||||||||||
per | per | ||||||||||||||||
share | share | ||||||||||||||||
Earnings (loss) from continuing operations
|
17 | 0.09 | (21 | ) | (0.17 | ) | |||||||||||
Deduct Income tax (provision) benefit
|
20 | (5 | ) | ||||||||||||||
Earnings (loss) from continuing operations
before tax
|
(3 | ) | (16 | ) | |||||||||||||
Other charges and other adjustments
1
|
135 | 33 | |||||||||||||||
Adjusted earnings (loss) from continuing
operations before tax
|
132 | 17 | |||||||||||||||
Income tax (provision) benefit on adjusted earnings
2
|
(26 | ) | (5 | ) | |||||||||||||
Less: Noncontrolling interests
|
| | |||||||||||||||
Adjusted earnings (loss) from continuing
operations
|
106 | 0.67 | 12 | 0.08 | |||||||||||||
Diluted shares (in millions)
3
|
|||||||||||||||||
Weighted average shares outstanding
|
150.3 | 143.5 | |||||||||||||||
Assumed conversion of preferred stock
|
6.3 | 12.1 | |||||||||||||||
Dilutive restricted stock units
|
0.4 | | |||||||||||||||
Dilutive stock options
|
1.9 | | |||||||||||||||
Total diluted shares
|
158.9 | 155.6 | |||||||||||||||
1 | See Table 7 for details. | |
2 | The adjusted effective tax rate is 20% and 29% for the three months ended March 31, 2010 and 2009, respectively. | |
3 | Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. |
Three Months Ended | ||||||||
March 31, | ||||||||
(in $ millions) | 2010 | 2009 | ||||||
Employee termination benefits
|
5 | 24 | ||||||
Ticona Kelsterbach plant relocation
|
6 | 3 | ||||||
Clear Lake insurance recoveries
|
| (6 | ) | |||||
Plumbing actions
|
(12 | ) | (1 | ) | ||||
Asset impairments
|
72 | 1 | ||||||
Other
|
6 | | ||||||
Total
|
77 | 21 | ||||||
Three Months Ended | Income | |||||||||||
March 31, | Statement | |||||||||||
(in $ millions) | 2010 | 2009 | Classification | |||||||||
Business optimization
|
4 | 2 | SG&A | |||||||||
Ticona Kelsterbach plant relocation
|
| 1 | Cost of sales | |||||||||
Plant closures
|
9 | 4 | Cost of sales / SG&A | |||||||||
Contract termination
|
22 | | Cost of sales | |||||||||
Write-off of other productive assets
|
17 | | Cost of sales | |||||||||
Other
|
6 | 5 | Various | |||||||||
Total
|
58 | 12 | ||||||||||
|
||||||||||||
Total other charges and other adjustments
|
135 | 33 | ||||||||||
1 | These items are included in net earnings but not included in other charges. |
Three Months Ended | ||||||||
(in $ millions) | March 31, | |||||||
2010 | 2009 | |||||||
Net Sales
|
||||||||
Ticona Affiliates
1
|
371 | 172 | ||||||
Infraserv Affiliates
2
|
530 | 510 | ||||||
Total
|
901 | 682 | ||||||
Operating Profit
|
||||||||
Ticona Affiliates
|
65 | (19 | ) | |||||
Infraserv Affiliates
|
20 | 25 | ||||||
Total
|
85 | 6 | ||||||
Depreciation and Amortization
|
||||||||
Ticona Affiliates
|
21 | 27 | ||||||
Infraserv Affiliates
|
26 | 23 | ||||||
Total
|
47 | 50 | ||||||
Affiliate EBITDA
3
|
||||||||
Ticona Affiliates
|
86 | 8 | ||||||
Infraserv Affiliates
|
46 | 48 | ||||||
Total
|
132 | 56 | ||||||
Net Income
|
||||||||
Ticona Affiliates
|
44 | (16 | ) | |||||
Infraserv Affiliates
|
15 | 19 | ||||||
Total
|
59 | 3 | ||||||
Net Debt
|
||||||||
Ticona Affiliates
|
144 | 260 | ||||||
Infraserv Affiliates
|
447 | 562 | ||||||
Total
|
591 | 822 | ||||||
Three Months Ended | ||||||||
(in $ millions) | March 31, | |||||||
2010 | 2009 | |||||||
Net Sales
|
||||||||
Ticona Affiliates
|
171 | 80 | ||||||
Infraserv Affiliates
|
174 | 163 | ||||||
Total
|
345 | 243 | ||||||
Operating Profit
|
||||||||
Ticona Affiliates
|
30 | (8 | ) | |||||
Infraserv Affiliates
|
7 | 8 | ||||||
Total
|
37 | | ||||||
Depreciation and Amortization
|
||||||||
Ticona Affiliates
|
10 | 12 | ||||||
Infraserv Affiliates
|
8 | 7 | ||||||
Total
|
18 | 19 | ||||||
Affiliate EBITDA
3
|
||||||||
Ticona Affiliates
|
40 | 4 | ||||||
Infraserv Affiliates
|
15 | 15 | ||||||
Total
|
55 | 19 | ||||||
Equity in net earnings of affiliates (as reported on the Income Statement)
|
||||||||
Ticona Affiliates
|
21 | (8 | ) | |||||
Infraserv Affiliates
|
5 | 6 | ||||||
Total
|
26 | (2 | ) | |||||
Affiliate EBITDA in excess of Equity in net earnings of affiliates
5
|
||||||||
Ticona Affiliates
|
19 | 12 | ||||||
Infraserv Affiliates
|
10 | 9 | ||||||
Total
|
29 | 21 | ||||||
Net Debt
|
||||||||
Ticona Affiliates
|
65 | 118 | ||||||
Infraserv Affiliates
|
147 | 177 | ||||||
Total
|
212 | 295 | ||||||
1 | Ticona Affiliates accounted for using the equity method include Polyplastics (45% ownership), Korean Engineering Plastics (50%), Fortron Industries (50%) and Una SA (50%). | |
2 | Infraserv Affiliates accounted for using the equity method include Infraserv Hoechst (32% ownership), Infraserv Gendorf (39%) and Infraserv Knapsack (27%). | |
3 | Affiliate EBITDA, a non-U.S. GAAP measure, is the sum of Operating Profit and Depreciation and Amortization. | |
4 | Calculated by multiplying each affiliates total share amount by Celaneses respective ownership percentage, netted by reporting category. | |
5 | Calculated as Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA. |
Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 1Q 2010 Earnings Conference Call / Webcast Tuesday, April 27, 2010 10:00 a.m. ET |
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 presentation, 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 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. 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. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA 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 by the company 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. Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. 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 by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The 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 other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management's assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ 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 by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates' net debt. Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company's liquidity and assess credit quality. Results Unaudited The results presented in this presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. |
Dave Weidman Chairman and Chief Executive Officer |
Celanese Corporation 1Q 2010 highlights in millions (except EPS) 1st Qtr 2010 1st Qtr 2009 Net Sales $1,388 $1,146 Operating Profit/(Loss) ($14) $27 Adjusted EPS $0.67 $0.08 Operating EBITDA $246 $136 First Quarter 2010: Strong quarterly performance driven by growth strategies accelerating economic recovery Earnings continue shift towards higher advantaged/specialty portfolio Record earnings in AEM Modest raw material pressure in acetyl chain expected to be offset over next 2 quarters |
Recent strategic actions build earnings power of portfolio Project approved for Acetate expansion with current China partner of 30kt/a each tow and flake Consumer Specialties 2012+: Increased earnings through JV dividends Nanjing VAE / Emulsion capacity expansion Industrial Specialties 2011+: Volume expansion supporting growth in China Well defined path forward - delivering today Nanjing successfully expanded to 1.2 kt/a acid capacity Ceased production at Pardies site Jiangxi Jiangwei VAM sourcing agreement Acetyl Intermediates 2010+: $40-50 million operating margin improvement Strengthen derivatives position Launch of innovative impact modified POM Acquired LFT business of FACT GmbH Middle East POM expansion with increased economic participation Advanced Engineered Materials 2010+: $500 million application opportunity growth Build on leading position 2013+: Expanding leading POM technology |
Productivity Driven Tax Rate 2010 Earnings Improvement AEM: Strong volume on recovery and innovation AI: Technology, 2009 FIFO effect IS: Asia growth focus CS: Sustained performance and higher dividends from China ventures Pardies & Cangrejera closures Other manufacturing realignment SG&A realignment Sustained lower tax rate Benefits of manufacturing and administrative restructuring Cash tax rate expected to be similar Volume Driven At least $100 million Low 20% range Depreciation & Amortization Lower D&A resulting from manufacturing realignment ~$30 million At least $150 million Adjusted EPS Operating EBITDA |
Steven Sterin Senior Vice President and CFO |
First Quarter 2010: Record quarterly volume and earnings performance Strong end market demand and continued success in product innovation strategies Significant operating leverage demonstrated, reflecting leading industry engineered polymer technology Advanced Engineered Materials Outlook: Well positioned for significant year-over-year earnings growth Continued growth in equity affiliate earnings year-over-year Expect normal seasonal trends in millions 1st Qtr 2010 1st Qtr 2009 Net Sales $282 $165 Operating EBITDA $82 $0 |
First Quarter 2010: Lower volume due to timing of sales related to outage at manufacturing facility and modest end market softness Fixed spending reduction partially offset lower volumes and higher energy costs Consumer Specialties Outlook: Sequentially stronger volume with recovery of Q1 volume impacted by production outage and seasonality Sustained sequential margins with approximately $70 million in dividends from China ventures in millions 1st Qtr 2010 1st Qtr 2009 Net Sales $238 $266 Operating EBITDA $61 $81 |
First Quarter 2010: Modest volume recovery in Emulsions and EVA performance polymers Growth in Asia and innovation drive revenue and volume growth Stable operation from EVA polymer performance manufacturing facility positively impacts volume 2009 results include divested PVOH business Industrial Specialties Outlook: Modest raw material pressure; expect to recover over next 1 to 2 quarters Continued growth led by innovation and Asia demand in millions 1st Qtr 2010 1st Qtr 2009 Net Sales $242 $242 Operating EBITDA $22 $26 |
Acetyl Intermediates First Quarter 2010: Advantaged acetic acid technology drives solid results Sustained acetic acid pricing and margin Year-over-year volume growth with rising raw material costs Dividends from the cost investments contributed $27 million to Operating EBITDA, $24 million higher than Q1 2009 Outlook: Improved sequential margins in downstream derivatives; company actions expected to offset raw material impact over next 1 to 2 quarters Expect stable acetic acid price and margins in millions 1st Qtr 2010 1st Qtr 2009 Net Sales $724 $572 Operating EBITDA $107 $48 |
1Q 2010 1Q 2009 Dividends - Equity Investments 30 18 Dividends - Cost Investments 27 6 1Q 2010 1Q 2009 Earnings - Equity Investments 26 -2 Dividends - Cost Investments 27 6 First Quarter 2010: Earnings and dividend impact Higher dividends from Ibn Sina, driven by improved profitability Higher equity earnings, driven by volume recovery Outlook: Cost and equity affiliate improvement consistent with economic recovery; higher year-over-year dividends from Acetate China ventures in 2Q Income Statement Affiliate Performance Cash Flows |
Ibn Sina venture provides strategic value to Advanced Engineered Materials Venture extended until 2032 provides ongoing earnings POM manufacturing utilizes advantaged raw materials to support growing customer demand Increased economic participation yields higher earnings beyond 2013 Provides structural & strategic hedge for methanol and energy costs Builds on 30-year relationship to bring increasing value in the future Provides additional low cost manufacturing capacity to support fast/growing product demand Accounting shift from cost method to equity method beginning 2Q 2010 Will move from Acetyl Intermediates to Advanced Engineered Materials for segment reporting Value in Ibn Sina Venture |
Strong cash generation continues throughout economic cycle Available Cash Available Cash Cash (as of 3/31/2010) $1,139 Kelsterbach Project ~($70) Operating Cash ~($300) Cash Available for Strategic Purposes ~$800 Expect to continue to generate positive free cash flow Ticona Kelsterbach relocation: Approximately $230 million expected outflow for the remainder of 2010 2010E Cash Flow Expectation off EBITDA Base 2010E Cash Flow Expectation off EBITDA Base Cash Taxes $90 - $110 Capital Expenditures $255 - $275 Reserve/Other $110 - $130 Net Interest $200 - $210 Pension $40 - $50 Adjusted Free Cash Outflows $695 - $775 Dividends/Debt Service $75 - $100 $ in millions $ in millions |
Appendix |
Free Cash Flow Q1 2010 Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow $ in millions 1Q 2010 1Q 2009 Net cash provided by operating activities $55 $199 Adjustments to operating cash for discontinued operations $3 ($1) Net cash provided by operating activities from continuing operations $58 $198 Less: Capital expenditures ($44) ($56) Add: Other charges and adjustments1 ($2) ($73) Adjusted Free Cash Flow $12 $69 1Amounts primarily associated with certain other charges and adjustments and the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. Factors contributing to cash generation during 2010: Increased working capital to support higher volumes and economic recovery 1Q 2009 included favorable cash inflow of $75 million for VAT related to Kelsterbach relocation project |
Ibn Sina dividend shift from Acetyls to Advanced Engineering Materials reflects strategic direction Note: Reflects shift in dividends only. Not adjusted for move from cost to equity method of accounting. Will be reflected in 2Q 2010 10Q filing. 2007 1Q 2Q 3Q 4Q 15 15 26 22 252 731 330 653 As Reported: Proforma: 78 Ibn Sina Dividends - as reported in Operating EBITDA 2008 1Q 2Q 3Q 4Q 27 29 34 29 170 676 289 557 119 2009 1Q 2Q 3Q 4Q 3 3 18 17 134 357 175 316 41 Advanced Engineered Materials Acetyl Intermediates $ in millions |
1Q 2010 Other Charges and Other Adjustments by Segment |
Reg G: Reconciliation of Adjusted EPS |
Reg G: Reconciliation of Net Debt |
Reg G: Other Charges and Other Adjustments |
Reg G: Reconciliation of Operating EBITDA |
Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited |
News Release |
|
|
Celanese Corporation
1601 West LBJ Freeway Dallas, TX, 75234 |
Contacts:
|
||
Investor Relations
|
Media | |
Mark Oberle
|
W. Travis Jacobsen | |
Phone: +1 972 443 4464
|
Phone: +1 972 443 3750 | |
Telefax: +1 972 443 8519
|
Telefax: +1 972 443 8519 | |
Mark.Oberle@celanese.com
|
William.Jacobsen@celanese.com |
Contacts:
|
||||
|
||||
Investor Relations
|
Media North America | Media Europe | ||
Mark Oberle
|
Travis Jacobsen | Jens Kurth | ||
Phone: +1 972 443 4464
|
Phone: +1 972 443 3750 | Phone: +49 69 305 7137 | ||
Mark.Oberle@celanese.com
|
William.Jacobsen@celanese.com | J.Kurth@celanese.com |