Celanese CORP (Form: 8-K, Received: 11/29/2010 17:09:56)

UNITED STATES

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): November 29, 2010

CELANESE CORPORATION

(Exact Name of Registrant as specified in its charter)

DELAWARE	001-32410	98-0420726
(State or other jurisdiction o f incorporation)	(Commission File Number)	(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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 November 30, 2010, David N. Weidman, chairman and chief executive officer of Celanese Corporation (the "Company"), will address attendees of the Citi Basic Materials Symposium in New York. The slideshow presentation that will accompany the remarks made by Mr. Weidman and other investor relations professionals of the Company, during the conference and at 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Symposium on November 30, 2010 in New York*


*		In connection with the disclosure set forth in Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CELANESE CORPORATION
By	/s/ James R. Peacock III
	Name:	James R. Peacock III
	Title:	Vice President, Deputy General Counsel and Assistant Corporate Secretary

Date: November 29, 2010

Exhibit Index


Exhibit Number		Description

99.1		Slide Presentation related to the presentation to be given by Celanese Corporation at the Citi Basic Materials Symposium on November 30, 2010 in New York*


*		In connection with the disclosure set forth in 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

November 2010

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 results expressed or implied in the forward-
looking statements contained in this presentation. These risks and uncertainties include, among other things: changes in general economic, business,
political and regulatory conditions in the countries or regions in which we operate; the length and depth of business cycles, particularly in the
automotive, electrical, electronics and construction industries; changes in the price and availability of raw materials; the ability to pass increases in raw
material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement
planned capacity additions and expansions; the ability to improve productivity by implementing technological improvements to existing plants;
increased price competition and the introduction of competing products by other companies; changes in the degree of intellectual property and other
legal protection afforded to our products; compliance costs and potential disruption of production due to accidents or other unforeseen events or
delays in construction of facilities; potential liability for remedial actions and increased costs under existing or future environmental regulations,
including those relating to climate change; potential liability resulting from pending or future litigation, or from changes in the laws, regulations or
policies of governments or other governmental activities in the countries in which we operate; changes in currency exchange rates and interest
rates; and various other factors discussed from time to time 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.

Results Unaudited

The results 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 and LTM 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.

Use of Non-U.S. GAAP Financial Information

This presentation includes the following non-U.S. GAAP financial measures: operating EBITDA, net debt, proportional share EBITDA and net debt,
and adjusted earnings per share. 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 net income; for proportional share EBITDA is equity in net earnings of affiliates; for net debt
or proportional share net debt is total debt; and for adjusted earnings per share is earnings per common share-diluted. Reconciliations of these non-
U.S. GAAP financial measures are included in the Appendix.

Operating EBITDA , a measure used by management to measure performance, is defined by the company as net earnings plus loss from
discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as
described in Slide 31. 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.

Net debt is defined by the company as total debt less cash and cash equivalents.

Proportional EBITDA of Affiliates is defined by the company as proportional operating profit plus the proportional depreciation and amortization of its
equity investments.

Proportional Net Debt of Affiliates is defined by the company as our proportional share of our affiliates’ net debt.

Adjusted earnings per share is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted
for Other Charges and Adjustments as described in Slide 31, 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. 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.

Celanese technology-focused portfolio -
building on a track record of execution
and value creation

Celanese

($ in millions)

LTM 9/30/2010 Revenue: $5,799

LTM 9/30/2010 Operating EBITDA: $1,088

Revenue: $1,074

Operating EBITDA: $356

Revenue: $1,074

Operating EBITDA: $363

Revenue: $1,016

Operating EBITDA: $103

Revenue: $2,633

Operating EBITDA: $395

Consumer Specialties

Advanced Engineered
Materials

Industrial Specialties

Acetyl Intermediates

Note: Celanese total includes Other Activities’ revenue and operating EBITDA of $2 million and ($129) million, respectively; $403 million of intersegment sales are excluded

Adjusted to reflect the change in accounting method for Ibn Sina

Significant value
opportunity for
investors

Strong earnings growth

Leading portfolio with
strategic affiliates

Today’s Celanese:
A Technology and Specialty Materials Company

“Undifferentiated
Era”

“Hybrid
Transition”

“Technology &

Specialty
Materials Era”

Advantaged Intermediates

Specialty Materials

Commodity

Celanese Portfolio Transformation

Operating EBITDA Shift Towards Specialty Materials

500 -

1,000 -

0 -

* Celanese management estimates, based on unaudited similar information of predecessor company

** Excludes Other Activities segment; adjusted to reflect the change in accounting method for Ibn Sina

Specialty Materials: 2001 - 2013 CAGR: >12%

1,500 -

2,000 -

Modest earnings
volatility

Relatively higher
margins

Sustained
earnings growth
of 10 - 15%

High capital
return

► Global leader

► Advantaged technology

► Superior cost position

► Upstream integration

► Emerging economy opportunities

► Growth through innovation

► Cash generation with earnings growth

► Industry-leading partnership

► Growth opportunities in Asia

► Accelerated revenue growth

► Strong earnings conversion

► Technology-rich product pipeline

Updated view highlights shift to increasingly
advantaged portfolio

Operating EBITDA by Segment 1

Advanced
Engineered
Materials

Consumer

Specialties

Industrial

Specialties

Acetyl

Intermediates

$363

$356

$103

$395

LTM 9/30/2010 2

$550-$600

$400+

$200+

$550-$600

1) Excludes Other Activities Segment

2) Adjusted to reflect the change in accounting method for Ibn Sina

3) Current view as of May 2010 Investor Day event

2013 Current View 3

Strategic Development

Confident in earnings power of portfolio

$ in millions

Portfolio

► Create shareholder value through
synergistic acquisition

► Portfolio transformation reducing
earnings volatility

Innovation

Value creation levers drive increased earnings

Productivity

► Value-added products drive
margin expansion

► Access to new application space
supports accelerated growth

Geographic Growth

► Emerging-region leadership drives
accelerated growth

► Participation in > GDP growth
industries in developed
economies supports enhanced
position

► Deliver cost improvements
2x fixed cost inflation

► Track record of execution

► Strengthens operating leverage

Increasing the earnings power of the portfolio to $1.6 - $1.8 billion

Diversified end-uses capture economic AND
geographic growth

Note: Celanese management estimates of end-uses and geographic revenue based on Celanese 2009 net sales - includes strategic affiliates' proportional revenue

Other
8%

Construction
3%

Paints &
Coatings
13%

Consumer &
Medical
Applications
12%

Consumer
& Industrial
Adhesives
9%

Textiles
5%

Food &
Beverage
4%

Chemical
Additives
3%

Paper &
Packaging
3%

Industrial
Performance
Applications
7%

Consolidated Revenue by Region (USD)

Americas

25%

36%

AOC

21%

China

18%

IS: Nanjing expansion supports vinyl system
growth

► Vinyl system leadership

• Focus on product technology
differentiation

• Partner with leading Western and
Chinese companies

► 2008 Nanjing I

• Achieved a leading position in China for
key segments

• Sales growth 18 months ahead of plan

• Developed business in other emerging
regions

► 2011 Nanjing II

• Announced doubling of Nanjing VAE
capacity in October 2009

• Startup expected mid-2011

Expanding vinyl technology into emerging markets

Source: Celanese management estimates

Asia Growth

Nanjing II VAE

startup

Nanjing I VAE

startup

Celanese Emulsion Asia Revenue

CS: China position continues to strengthen
portfolio

Acetate Dividends

► Dec 2009 - Announced
Memorandum of understanding for next phase
of China expansion

► April 2010 - Approved
Memorandum of understanding NDRC
approval

Zhuhai Cellulose Fibers Co., Ltd.

Kunming Cellulose Fibers Co., Ltd

Nantong Cellulose Fibers Co., Ltd

Dividend
Reinvestmen
t

Strong Partnership for Future Growth

Expansion project approved with current China partner

Portfolio

► Create shareholder value through
synergistic acquisition

► Portfolio transformation reducing
earnings volatility

Innovation

Value creation levers drive increased earnings

Productivity

► Value-added products drive
margin expansion

► Access to new application space
supports accelerated growth

Geographic Growth

► Emerging-region leadership drives
accelerated growth

► Participation in > GDP growth
industries in developed
economies supports enhanced
position

► Deliver cost improvements
2x fixed cost inflation

► Track record of execution

► Strengthens operating leverage

Increasing the earnings power of the portfolio to $1.6 - $1.8 billion

Ticona Polymers Weight per Vehicle

AEM: Application development with key
customers drives increasing value per vehicle

Ticona Polymers Value per Vehicle

Strong history of translating applications into value

2005 - 2009 CAGR: 5%

2005 - 2009 CAGR: >9%

Fuel Efficiency

Electrical Systems

Key Global Automotive Trends

Safety Systems

Source: Celanese management estimates

AI: Attractive technology driven cost curve
fueled by sustainable process innovation

By-Product

Avg Other Leading

Technology

Ethylene

Highest Cost
China MeOH

Ethanol

Effective Industry Utilization Rates

Lower Cost
China MeOH

Pricing for CE to

earn >15%
EBITDA

75 - 80%

2011E Acetic Acid Cost Curve*

Avg Non-China

MeOH Carbonylation

Average Celanese

Additional
advantage
achievable

Minimum
15%
advantage
exists
today

Disadvantaged
Technology

Lowest
Cost Local

China

Celanese

Celanese
Near Term

► $10 per ton of variable cost reduction
= $30 million of Operating EBITDA improvement

Continued technology enhancement contributes to earnings growth

► $15 per ton of variable cost reduction
= $20 million of Operating EBITDA improvement

Disadvantaged
Technology

Celanese

Celanese
Near Term

* Source: Celanese management estimates, available public information; based on recent raw material costs

	Prevailing Ethanol Technology	Celanese Ethanol Technology
Technology	Undifferentiated fermentation processes	Proprietary and breakthrough technology leveraging Celanese industry- leading acetyl platform
Feedstock	Corn, cassava, sugarcane, and other carbohydrates
Growth	Economically constrained in target regions	High growth potential
Energy Balance	Low returns from energy inputs	High returns from energy invested

AI: Paradigm shift in proprietary cost
advantaged ethanol technology

Significant
Revenue
Opportunity

Sustained
Earnings
Growth

High Operating
Margins

Attractive
Capital Returns

AI: Innovation creates opportunity for growth
with increasing demand for industrial ethanol

Significant, and growing, demand in China

(paints, coatings, inks, and pharmaceuticals)

Source: Celanese management estimates, Tecnon, Orbichem, SRI, Nexant

Fuel

~40-50 mmT

~5-6 mmT

Industrial

Global Ethanol Demand
Industrial vs. Fuel

Industrial Ethanol
Demand by Region

Chinese Industrial Ethanol
Opportunity

Example - China Fuel Ethanol

Potential extension of our technology breakthrough to fuel segment

AI: Exploring fuel ethanol opportunities in
commercially supportive regions

Source: Celanese management estimates, Purvin & Gertz, Inc.

~10MM

~15MM

Current fuel
ethanol

~1.6MM

Gasoline Demand

Government Targeted
Fuel Ethanol Blending

► Have desire to reduce
dependence on imported energy

► Have access to economically
attractive hydrocarbons

► Have policies which promote
“technology and feedstock
neutrality”

Focus on Regions with Favorable
Commercial Environment

Portfolio

► Create shareholder value through
synergistic acquisition

► Portfolio transformation reducing
earnings volatility

Innovation

Value creation levers drive increased earnings

Productivity

► Value-added products drive
margin expansion

► Access to new application space
supports accelerated growth

Geographic Growth

► Emerging-region leadership drives
accelerated growth

► Participation in > GDP growth
industries in developed
economies supports enhanced
position

► Deliver cost improvements
2x fixed cost inflation

► Track record of execution

► Strengthens operating leverage

Increasing the earnings power of the portfolio to $1.6 - $1.8 billion

Consistently delivering productivity over
fixed cost inflation

1) Fixed costs exclude energy, fixed distribution and depreciation; FX adjusted; 2004 is pro forma of current portfolio based on Celanese management estimates

2) Assumes stable currency and raw material pricing

Fixed Costs 1

Spending 2

Productivity

Inflation

2011E

2012E

2013E

Thereafter

Base

2011-2013 productivity
net of inflation
$120 - $180

► Process technology improvements

• Catalyst / yield

• Digitization

► Energy reduction

• Multi-year initiative

• Critical to meeting
sustainability goals

► Strategic programs

• Raw materials

► Business process excellence

• Six Sigma

• Lean manufacturing

Portfolio

► Create shareholder value through
synergistic acquisition

► Portfolio transformation reducing
earnings volatility

Innovation

Value creation levers drive increased earnings

Productivity

► Value-added products drive
margin expansion

► Access to new application space
supports accelerated growth

Geographic Growth

► Emerging-region leadership drives
accelerated growth

► Participation in > GDP growth
industries in developed
economies supports enhanced
position

► Deliver cost improvements
2x fixed cost inflation

► Track record of execution

► Strengthens operating leverage

Increasing the earnings power of the portfolio to $1.6 - $1.8 billion

FACT LFT
Acquisition

Recent portfolio enhancements build on
advantaged specialty materials

► Expands
customer/application
space

► Enables manufacturing
footprint optimization

► Adds technology
capabilities

► Extends current
relationship and
advantaged raw
material position

► Increases economic
participation

► Supports future growth

Increasing the earnings power of the business through
effective cash deployment

Advanced Engineered Materials

Ibn Sina POM
Expansion

► Builds on leading
technology platform

► Increases presence in
high growth regions

► Provides access to
new customers and
application space

DuPont LCP and PCT
Acquisition

Economic value of our strategic affiliates

Significant earnings AND cash contributions

Cash from Strategic Affiliates

* Due to lack of historical data, this table excludes the results of Ibn Sina as an equity investment.

** Excludes a one-time tax adjustment of $19 million.

Acetate

Ibn Sina

Other Equity Affiliates

Earnings from Equity Affiliates

Included in Operating EBITDA

Earnings and Proportional EBITDA of Affiliates*

Proportional EBITDA in Excess of Equity Earnings

NOT Included in Operating EBITDA

>$100 million annual EBITDA
in affiliates not reflected in
CE Operating EBITDA

Celanese growth opportunities represent an
attractive investment for shareholders

► Technology-focused; specialty materials

► Strategic affiliates: Add to attractive portfolio

Leading portfolio with
strategic affiliates

► Significant mid-term earnings growth
opportunities

► Celanese-specific value growth levers

Strong earnings
growth

► Increasingly confident in strategic objective of
$1.6 to $1.8 billion mid-term operating EBITDA

► Cash deployment opportunities add to value
creation

Significant value
opportunity for
investors

Celanese Corporation

APPENDIX

Confident in short-term earnings growth

2010

2009*

Geographic
Growth

Innovation

Portfolio

Productivity

Economic
Growth

YOY Improvement

+>$260 million operating EBITDA

+>$1.51 Adjusted EPS

Operating
EBITDA
$857

Adjusted EPS
$1.75

• Continued strength in emerging economies

• Nanjing expansion supports further growth

• Commercialization of new Ticona polymer
technology

• Emulsions low VOC products

• Acquired FACT’s LFT business

• Acquired DuPont’s LCP/PCT businesses

• Economic recovery off low 2009 base

• Accelerated pace of recovery in 2010

• Manufacturing optimization

• Energy reduction

• SG&A process improvements

Low

High

In-Year Impact

* Adjusted to reflect the change in accounting method for Ibn Sina

Geographic
Growth

Innovation

Portfolio

Productivity

Economic
Growth

Confident in short-term earnings growth

YOY Improvement

+ ~$150 million operating EBITDA

+ ~$0.60 Adjusted EPS

YOY Improvement

+>$260 million operating EBITDA

+>$1.51 Adjusted EPS

Low

High

In-Year Impact

• Continued growth in emerging economies

• New VAE unit in China

• IS and AEM innovation pipeline

• AI process innovation

• Further manufacturing optimization

• Energy reduction

• Acquisition synergies

• Additional deployment of cash

• Continue gradual economic recovery

Operating
EBITDA
$857

Adjusted EPS
$1.75

2010

2011

2009*

* Adjusted to reflect the change in accounting method for Ibn Sina

Continued generation
& deployment of cash

Improved earnings
power

Accelerated topline
growth

Earnings power of advantaged portfolio

Operating EBITDA

$857 million

Multiple strategic levers accelerate earnings growth

+>$260
million

+~$150
million

$1,600- $1,800
million

CE Specific:

70% of 2011 to 2013

Earnings Improvement

* Adjusted to reflect the change in accounting method for Ibn Sina; includes Other Activities segment

Debt Repayment

Strategic uses of cash

($ in Millions)

Comments

► Priority use of cash - strategic
growth opportunities, M&A, and
strategic reserve replenishment

► Debt paydown next largest use of
cash

► Modest annual increases in
dividends

► Flexible use of cash for
opportunistic share repurchase

• Share repurchase offsetting equity
compensation dilution

• Move towards industry norm

$30 / yr

Current Level —

Dividends

$20-30 / yr

Opportunistic (migrate towards peers) —

Current Level —

Strategic Opportunities

Reserve

$500 - $1,000

Future Cash
Generation

Pro Forma
9/30/2010*

Excess Cash

Approx. $700

* Ending cash on 9/30/2010 of $884 million less $100-$200 million of operating cash.

Impact on Interest Cost

Debt maturities and interest cost

Net Interest Cost

($mm)

► Minimal effect in 2010

► Significant decrease in 2012 as
fixed LIBOR declines sharply

Existing Term Loan

Extended Term Loan

New Senior Unsecured Notes

Revolver Capacity

After Transaction

Before Transaction

► Maintained flexibility

($mm)

Note: Does not reflect maturities of capital leases, industrial revenue bonds, other bank obligations, or affiliate borrowings. Excludes impact of amortization of deferred financing costs.

LIBOR assumptions for 2010 [0.46%], 2011 [0.64%], and 2012 [1.27%]

Benefits

Reg G: Reconciliation of consolidated operating
EBITDA to net earnings (loss) - (table 2) - unaudited

Reg G: Reconciliation of other charges and other
adjustments (table 3) - unaudited

Reg G: Proportional EBITDA in affiliates above
earnings from equity investments (table 6) - unaudited

Reg G: Adjusted earnings (Loss) per share -
reconciliation of a non-U.S. GAAP measure