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): July 28, 2009
CELANESE CORPORATION
(Exact Name of Registrant as specified in its charter)
         
DELAWARE   001-32410   98-0420726
         
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation)   Number)   Identification No.)
1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 443-4000
Not Applicable
(Former name or former address, if changed since last report):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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 2.02 Results of Operations and Financial Condition
     On July 28, 2009, Celanese Corporation (the “ Company ”) issued a press release reporting the financial results for its second quarter 2009. A copy of the press release is attached to this Current Report on Form 8-K (“ Current Report ”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 7.01 Regulation FD Disclosure
     On July 28, 2009, David N. Weidman, Chairman and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 9:00 a.m. CT. The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits
     
Exhibit Number   Description
 
   
99.1
  Press Release dated July 28, 2009*
 
   
99.2
  Slide Presentation dated July 28, 2009*
 
*   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.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    CELANESE CORPORATION    
 
           
 
  By:   /s/ Steven M. Sterin
 
Name:     Steven M. Sterin
Title:       Senior Vice President and
                Chief Financial Officer 		   
Date: July 28, 2009

 

 

Exhibit Index
     
Exhibit Number   Description
 
   
99.1
  Press Release dated July 28, 2009*
 
99.2
  Slide Presentation dated July 28, 2009*
 
*   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.

 

Exhibit 99.1
(CELANESE LOGO)
Celanese Corporation
Investor Relations
1601 West LBJ Freeway
Dallas, Texas 75234-6034
Corporate News Release
Celanese Corporation Reports Second Quarter Results
Second quarter highlights:
  •   Net sales were $1,244 million, down 33% from prior year period
 
  •   Operating profit was $89 million versus $207 million in prior year period
 
  •   Net earnings were $104 million versus $134 million in prior year period
 
  •   Operating EBITDA was $243 million versus $406 million in prior year period
 
  •   Diluted EPS from continuing operations was $0.67 versus $1.21 in prior year period
 
  •   Adjusted EPS was $0.53 versus $1.20 in prior year period
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions, except per share data)   2009   2008   2009   2008
     
Net sales
    1,244       1,868       2,390       3,714  
Operating profit (loss)
    89       207       116       441  
Net earnings (loss) attributable to Celanese Corporation
    104       134       84       279  
Operating EBITDA 1
    243       406       379       787  
Diluted EPS — continuing operations
  $ 0.67     $ 1.21     $ 0.54     $ 2.08  
Diluted EPS — total
  $ 0.66     $ 0.80     $ 0.54     $ 1.67  
Adjusted EPS 2
  $ 0.53     $ 1.20     $ 0.62     $ 2.26  
     
1   Non-U.S. GAAP measure. See reconciliation in table 1.
 
2   Non-U.S. GAAP measure. See reconciliation in table 6.
Dallas, July 28, 2009: Celanese Corporation (NYSE: CE), a leading, global chemical company, today reported second quarter 2009 net sales of $1,244 million, a 33 percent decrease from the same period last year, primarily driven by lower pricing and lower volumes on weak global demand. Operating profit was $89 million compared with $207 million in the prior year period as the lower net sales more than offset lower expenses driven by the company’s restructuring initiatives and fixed cost reduction efforts. Net earnings were $104 million compared with $134 million in the same period last year.
Adjusted earnings per share for the second quarter of 2009 were $0.53 compared with $1.20 in the prior year period. The effective tax rate and diluted share count used in adjusted earnings per share in the current period were 29 percent and 157 million, respectively. Operating EBITDA in the period was $243 million compared with $406 million in the prior year period. Both adjusted earnings per share and operating EBITDA excluded a net $3 million benefit of other charges and other adjustments, primarily related to a $19 million tax benefit associated with one of the company’s Advanced Engineered Materials equity affiliates.

 

 

Page 2 of 13
“Our businesses delivered results consistent with our expectations while executing on strategies that better position Celanese during this ongoing global recession and the future recovery,” said David Weidman, chairman and chief executive officer. “While the current economic environment continues to be challenging, growth in Asia continued while demand in North America and in many European segments stabilized during the quarter. Operating margins improved from the first quarter of 2009, and while our volumes also increased sequentially, global end-consumer demand remained weak.”
Recent Highlights
  •   Received American Chemistry Council’s (ACC) Responsible Care® Sustained Excellence Award for mid-size companies. The annual award, the most prestigious award given under ACC’s Responsible Care initiative, recognized companies for outstanding leadership under ACC’s Environmental Health and Safety performance criteria.
 
  •   Completed the sale of its polyvinyl alcohol (PVOH) business to Sekisui Chemical Co., Ltd. for the purchase price of approximately $173 million, excluding the value of accounts receivable and payable retained by Celanese.
 
  •   Reached agreement on a Project of Closure for its acetic acid and vinyl acetate monomer production operations at its Pardies, France, site. These operations are expected to cease by December 2009.
 
  •   Amended its $650 million revolving credit facility. The amendment lowered the total revolver commitment to $600 million and increased the first lien senior secured leverage ratio for a period of six quarters, beginning June 30, 2009, and ending December 31, 2010.
 
  •   Highlighted recent breakthroughs with the announcement of its new and proprietary AOPlus ® 2 acetic acid technology, which allows for expansion up to 1.5 million tons per reactor. Also announced plans to double the current capacity of its Nanjing, China acetic acid facility from 600,000 tons to 1.2 million tons by the end of 2009.
Second Quarter Segment Overview
Consumer Specialties
Consumer Specialties continued to deliver strong performance as higher pricing and Acetate Products venture growth in China, as well as lower overall costs, offset modest volume declines resulting from softer product demand. Net sales in the second quarter of 2009 were $280 million compared with $292 million in the prior year period. Higher pricing could not offset the lower volumes, primarily in North America and Europe, and negative currency impacts. Operating profit was $66 million compared with $46 million in the same period last year, as higher pricing, lower raw material and energy costs, and benefits from the company’s fixed cost reduction efforts more than offset the impact of the lower volumes. Operating EBITDA was $134 million compared with $107 million in the same period last year. Cost affiliate dividends, primarily from the company’s acetate China ventures, were $53 million, $7 million higher than the prior year period.

 

 

Page 3 of 13
Advanced Engineered Materials
Advanced Engineered Materials experienced sequential volume improvements and benefited from its fixed cost reduction efforts during the second quarter of 2009, while significantly lower volumes in many of its end-use industries continued to impact year-over-year performance. Net sales in the quarter were $184 million compared with $300 million in the prior year period, primarily driven by lower volumes in the U.S. and European automotive markets, as well as other consumer and durable goods segments. However, volumes increased sequentially in all regions and across many end-market segments as customer inventory destocking significantly diminished during the quarter. Operating profit was $0 compared with $37 million in the same period last year. Lower raw material and energy costs, coupled with fixed cost reductions, could not offset the lower volumes. Year-over-year, the business improved variable margins and aggressively managed its production and inventory levels in response to lower product demand. Operating EBITDA was $28 million compared with $68 million in the same period last year and increased significantly from the first quarter of 2009. Excluding the equity affiliate tax benefit of $19 million, Advanced Engineered Materials’ strategic affiliates contributed $4 million of earnings, $6 million lower than the prior year period, driven by similar economic factors.
Industrial Specialties
Industrial Specialties delivered sustained earnings sequentially and year-over-year while it continued to realize the benefits of its expansions in Asia. Net sales were $267 million compared with $386 million in the prior year period, primarily due to lower volumes associated with softer demand for polyvinyl alcohol (PVOH) and the impact of the company’s AT Plastics force majeure. The decrease in net sales was also attributed to lower pricing and the negative impacts of currency. Volumes increased sequentially on improved demand in North America, Europe and Asia, particularly in the company’s emulsions business. Operating profit was $19 million compared with $20 million in the same period last year, as lower raw material and energy costs, and benefits from the company’s fixed cost reduction efforts, partially offset the impact of lower volumes and pricing. Operating EBITDA was $35 million, $2 million lower than the prior year period. Second quarter 2009 results included the performance of the company’s PVOH business, which was divested on July 1, 2009.
Acetyl Intermediates
Acetyl Intermediates continued to leverage its technology and cost leadership position during the quarter. Net sales were $622 million in the second quarter of 2009 compared with $1,067 million in the same period last year, primarily due to lower pricing and modestly lower volumes. Lower year-over-year industry utilization rates caused by reduced global demand, coupled with lower raw material costs, drove the pricing decline. The company’s operating rates for its acetic acid facilities remained at high levels during the second quarter of 2009, however, volumes in vinyl acetate monomer and other derivative products were lower, reflecting the reduced demand. Industry demand in Asia has continued to increase sequentially from its lowest levels in the fourth quarter of 2008. Demand in Europe and the Americas remained weaker in comparison, but has also shown modest improvement during the same period. Operating profit was $40 million compared with $148 million in the same period last year as lower raw material and energy costs, as well as benefits from the company’s fixed spending reduction efforts, could not offset the lower revenue. Operating EBITDA was $76 million compared

 

 

Page 4 of 13
with $227 million in the same period last year. Dividends from the company’s cost investments, including its Ibn Sina cost affiliate, were $3 million compared with $29 million in the prior year period, due to significantly lower global pricing for methanol and methyl tertiary-butyl ether (MTBE).
Taxes
The tax rate for adjusted earnings per share was 29 percent in the first six months of 2009 compared with 26 percent in the first six months of 2008. The U.S. GAAP effective tax rate for continuing operations for the second quarter of 2009 was 14 percent versus 18 percent in the second quarter of 2008. The decrease in the effective income tax rate is primarily due to a decrease in additions to reserves for uncertain tax positions and related interest, offset by an increase in valuation allowances on certain foreign net deferred tax assets and lower earnings in jurisdictions participating in tax holidays. The company had a net cash tax refund of less than $1 million in the first six months of 2009 compared with $44 million of cash taxes paid in the first six months of 2008. The decrease in cash taxes paid is primarily due to German tax refunds and the timing of cash taxes in certain jurisdictions.
Equity and Cost Investments
Earnings from equity investments and dividends from cost investments, which are reflected in the company’s adjusted earnings and operating EBITDA, were $64 million compared with $92 million in the prior year period. The 2009 adjusted results excluded a $19 million tax benefit related to one of the company’s Advanced Engineered Materials equity affiliates. Higher dividends from the company’s acetate China ventures were offset by lower dividends from the company’s Ibn Sina cost affiliate and lower equity earnings from the Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in cash flows, were $67 million, a $20 million decrease from the same period last year, primarily due to lower dividends from the Ibn Sina cost affiliate.
Cash Flow
Cash and cash equivalents at the end of the second quarter of 2009 were $1,145 million compared with $983 million at the end of the second quarter of 2008. During the first six months of 2009, the company generated $299 million in cash from operating activities compared with $346 million in the same period last year. Lower cash taxes and lower capital expenditures helped to offset reduced earnings in the period.
“Celanese continued its strong cash performance in the quarter,” said Steven Sterin, senior vice president and chief financial officer. “Our fiscal discipline and immediate benefits from our restructuring efforts have enabled us to further enhance our strategic and operational flexibility.”
During the second quarter of 2009, the company generated approximately $137 million in adjusted free cash flow, excluding approximately $75 million in value added tax payments related to the relocation of Ticona’s business in Kelsterbach, Germany. The company invested $89 million of capital expenditures related to the Kelsterbach relocation, which is reflected in investing activities.

 

 

Page 5 of 13
Outlook
“We expect the economic environment to remain challenging during the second half of 2009. We also see sustained demand across our key segments and geographies,” said Weidman. “We are pleased with the significant and sustainable improvements we continue to make to our cost basis and capital structure. Additionally, our earnings power expansion initiatives and leverage to a global economic recovery, which we outlined at our Investor Day in May, should continue to enhance our strategic, competitive position and drive shareholder value throughout the economic recovery.”
         
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 69 305 7137
Telefax: +1 972 443 8519
  Telefax: +1 972 443 8519   Telefax: +49 69 305 36787
Mark.Oberle@celanese.com
  William.Jacobsen@celanese.com   J.Kurth@celanese.com
As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.8 billion in 2008, with approximately 65% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,000 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com .
Forward-Looking Statements
This release 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.

 

 

Page 6 of 13
Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP
This release 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 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 release, 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.

 

 

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Preliminary Consolidated Statements of Operations — Unaudited
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions, except per share data)   2009   2008   2009   2008
     
Net sales
    1,244       1,868       2,390       3,714  
Cost of sales
    (996 )     (1,472 )     (1,942 )     (2,900 )
     
Gross profit
    248       396       448       814  
 
                               
Selling, general and administrative expenses
    (114 )     (138 )     (228 )     (274 )
Amortization of Intangible assets 1
    (21 )     (20 )     (38 )     (39 )
Research and development expenses
    (18 )     (18 )     (38 )     (41 )
Other (charges) gains, net
    (6 )     (7 )     (27 )     (23 )
Foreign exchange gain (loss), net
    1       (3 )     3       4  
Gain (loss) on disposition of businesses and assets, net
    (1 )     (3 )     (4 )     —  
     
Operating profit
    89       207       116       441  
 
                               
Equity in net earnings (loss) of affiliates
    27       17       25       27  
Interest expense
    (54 )     (63 )     (105 )     (130 )
Interest income
    2       10       5       19  
Dividend income — cost investments
    56       75       62       103  
Other income (expense), net
    2       1       3       5  
     
Earnings (loss) from continuing operations before tax
    122       247       106       465  
 
                               
Income tax (provision) benefit
    (17 )     (45 )     (22 )     (118 )
     
Earnings (loss) from continuing operations
    105       202       84       347  
 
                               
Earnings (loss) from operation of discontinued operations
    (1 )     (112 )     —       (112 )
Income tax (provision) benefit, discontinued operations
    —       43       —       43  
     
Earnings (loss) from discontinued operations
    (1 )     (69 )     —       (69 )
 
                               
Net earnings (loss)
    104       133       84       278  
Less: Net earnings (loss) attributable to noncontrolling interests
    —       (1 )     —       (1 )
     
Net earnings (loss) attributable to Celanese Corporation
    104       134       84       279  
     
 
                               
Cumulative preferred stock dividend
    (2 )     (2 )     (5 )     (5 )
     
Net earnings (loss) available to common shareholders
    102       132       79       274  
     
 
                               
Amounts attributable to Celanese Corporation
                               
Earnings (loss) per common share — basic
                               
Continuing operations
  $ 0.72     $ 1.33     $ 0.55     $ 2.26  
Discontinued operations
    (0.01 )     (0.46 )     —       (0.45 )
     
Net earnings (loss) — basic
  $ 0.71     $ 0.87     $ 0.55     $ 1.81  
     
 
                               
Earnings (loss) per common share — diluted
                               
Continuing operations
  $ 0.67     $ 1.21     $ 0.54     $ 2.08  
Discontinued operations
    (0.01 )     (0.41 )     —       (0.41 )
     
Net earnings (loss) — diluted
  $ 0.66     $ 0.80     $ 0.54     $ 1.67  
     
 
                               
Weighted average shares (millions)
                               
Basic
    143.5       150.9       143.5       151.4  
Diluted
    157.1       167.8       156.4       167.6  
     
1   Customer related intangibles

 

 

Page 8 of 13

Preliminary Consolidated Balance Sheets — Unaudited
                 
    June 30,   December 31,
(in $ millions)   2009   2008
 
ASSETS
               
Current assets
               
Cash & cash equivalents
    1,145       676  
Trade receivables — third party and affiliates, net
    702       631  
Non-trade receivables
    231       274  
Inventories
    473       577  
Deferred income taxes
    23       24  
Marketable securities, at fair value
    6       6  
Assets held for sale
    135       2  
Other assets
    63       96  
 
Total current assets
    2,778       2,286  
 
               
Investments in affiliates
    767       789  
Property, plant and equipment, net
    2,533       2,470  
Deferred income taxes
    26       27  
Marketable securities, at fair value
    76       94  
Other assets
    327       357  
Goodwill
    788       779  
Intangible assets, net
    328       364  
 
Total assets
    7,623       7,166  
 
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Short-term borrowings and current installments of long-term debt — third party and affiliates
    224       233  
Trade payables — third party and affiliates
    557       523  
Other liabilities
    529       574  
Deferred income taxes
    15       15  
Income taxes payable
    17       24  
 
Total current liabilities
    1,342       1,369  
 
               
Long-term debt
    3,268       3,300  
Deferred income taxes
    123       122  
Uncertain tax positions
    229       218  
Benefit obligations
    1,159       1,167  
Other liabilities
    1,254       806  
Commitments and contingencies
               
Shareholders’ equity
               
Preferred stock
    —       —  
Common stock
    —       —  
Treasury stock, at cost
    (781 )     (781 )
Additional paid-in capital
    501       495  
Retained earnings
    1,114       1,047  
Accumulated other comprehensive income (loss), net
    (588 )     (579 )
 
Total Celanese Corporation shareholders’ equity
    246       182  
Noncontrolling interests
    2       2  
 
Total shareholders’ equity
    248       184  
 
Total liabilities and shareholders’ equity
    7,623       7,166  
 

 

 

Page 9 of 13

Table 1
Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions)   2009   2008   2009   2008
     
Net Sales
                               
Advanced Engineered Materials
    184       300       349       594  
Consumer Specialties
    280       292       546       574  
Industrial Specialties
    267       386       509       751  
Acetyl Intermediates
    622       1,067       1,194       2,163  
Other Activities 1
    1       1       1       1  
Intersegment eliminations
    (110 )     (178 )     (209 )     (369 )
     
Total
    1,244       1,868       2,390       3,714  
     
 
                               
Operating Profit (Loss)
                               
Advanced Engineered Materials
    —       37       (19 )     67  
Consumer Specialties
    66       46       132       96  
Industrial Specialties
    19       20       29       37  
Acetyl Intermediates
    40       148       52       325  
Other Activities 1
    (36 )     (44 )     (78 )     (84 )
     
Total
    89       207       116       441  
     
 
                               
Equity Earnings, Cost — Dividend Income and Other Income (Expense)
                         
Advanced Engineered Materials
    23       11       15       20  
Consumer Specialties
    53       48       56       48  
Industrial Specialties
    —       —       —       —  
Acetyl Intermediates
    4       33       8       62  
Other Activities 1
    5       1       11       5  
     
Total
    85       93       90       135  
     
 
                               
Other Charges and Other Adjustments 2
                               
Advanced Engineered Materials
    (14 )     1       (4 )     2  
Consumer Specialties
    3       —       3       1  
Industrial Specialties
    5       3       8       8  
Acetyl Intermediates
    4       12       9       20  
Other Activities 1
    (1 )     8       14       15  
     
Total
    (3 )     24       30       46  
     
 
                               
Depreciation and Amortization Expense
                               
Advanced Engineered Materials
    19       19       36       39  
Consumer Specialties
    12       13       24       27  
Industrial Specialties
    11       14       24       28  
Acetyl Intermediates
    28       34       55       66  
Other Activities 1
    2       2       4       5  
     
Total
    72       82       143       165  
     
 
                               
Operating EBITDA
                               
Advanced Engineered Materials
    28       68       28       128  
Consumer Specialties
    134       107       215       172  
Industrial Specialties
    35       37       61       73  
Acetyl Intermediates
    76       227       124       473  
Other Activities 1
    (30 )     (33 )     (49 )     (59 )
     
Total
    243       406       379       787  
     
1   Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies.
 
2   See Table 7.

 

     Page 10 of 13
Table 2
Factors Affecting Second Quarter 2009 Segment Net Sales Compared to Second Quarter 2008
                                         
(in percent)   Volume   Price   Currency   Other 1   Total
 
Advanced Engineered Materials
    -34 %     0 %     -5 %     0 %     -39 %
Consumer Specialties
    -10 %     9 %     -3 %     0 %     -4 %
Industrial Specialties
    -14 %     -12 %     -5 %     0 %     -31 %
Acetyl Intermediates
    -11 %     -28 %     -3 %     0 %     -42 %
Total Company
    -16 %     -17 %     -4 %     4 %     -33 %
 
Factors Affecting Six Months 2009 Segment Net Sales Compared to Six Months 2008
                                         
(in percent)   Volume   Price   Currency   Other 1   Total
 
Advanced Engineered Materials
    -38 %     2 %     -5 %     0 %     -41 %
Consumer Specialties
    -10 %     8 %     -3 %     0 %     -5 %
Industrial Specialties
    -20 %     -7 %     -5 %     0 %     -32 %
Acetyl Intermediates
    -15 %     -27 %     -3 %     0 %     -45 %
Total Company
    -20 %     -16 %     -4 %     4 %     -36 %
 
1   Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations.
Table 3
Cash Flow Information
                 
    Six Months Ended
    June 30,
(in $ millions)   2009   2008
 
Net cash provided by operating activities
    299       346  
Net cash provided by (used in) investing activities 1
    183       (33 )
Net cash used in financing activities
    (59 )     (183 )
Exchange rate effects on cash
    46       28  
Cash and cash equivalents at beginning of period
    676       825  
 
Cash and cash equivalents at end of period
    1,145       983  
 
      1 2009 includes $412 million of cash received and $147 million of capital expenditures related to the Ticona Kelsterbach plant relocation. 2008 includes $311 million of cash received and $62 million of capital expenditures related to the Ticona Kelsterbach plant relocation.
Table 4
Cash Dividends Received
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions)   2009   2008   2009   2008
     
Dividends from equity investments
    11       12       29       55  
Dividends from cost investments
    56       75       62       103  
     
Total
    67       87       91       158  
     

 

 

Page 11 of 13
Table 5
Net Debt — Reconciliation of a Non-U.S. GAAP Measure
                 
    June 30,   December 31,
(in $ millions)   2009   2008
 
Short-term borrowings and current installments of long-term debt — third party and affiliates
    224       233  
Long-term debt
    3,268       3,300  
 
Total debt
    3,492       3,533  
Less: Cash and cash equivalents
    1,145       676  
 
Net Debt
    2,347       2,857  
 
Table 6
Adjusted Earnings (Loss) Per Share — Reconciliation of a Non-U.S. GAAP Measure
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions, except per share data)   2009   2008   2009   2008
     
Earnings (loss) from continuing operations before tax
    122       247       106       465  
Non-GAAP adjustments Other charges and other adjustments 1
    (3 )     24       30       46  
     
Adjusted Earnings (loss) from continuing operations before tax
    119       271       136       511  
Income tax (provision) benefit on adjusted earnings 2
    (35 )     (70 )     (39 )     (133 )
Less: Noncontrolling interests
    —       (1 )     —       (1 )
     
Adjusted Earnings (loss) from continuing operations
    84       202       97       379  
Preferred dividends
    (2 )     (2 )     (5 )     (5 )
     
Adjusted net earnings (loss) available to common shareholders
    82       200       92       374  
Add back: Preferred dividends
    2       2       5       5  
     
Adjusted net earnings (loss) for adjusted EPS
    84       202       97       379  
     
 
                               
Diluted shares (millions) 3
                               
     
Weighted average shares outstanding
    143.5       150.9       143.5       151.4  
Assumed conversion of preferred shares
    12.1       12.1       12.1       12.1  
Assumed conversion of restricted stock units
    0.5       0.8       0.3       0.6  
Assumed conversion of stock options
    1.0       4.0       0.5       3.5  
     
Total diluted shares
    157.1       167.8       156.4       167.6  
     
Adjusted EPS
    0.53       1.20       0.62       2.26  
     
1   See Table 7 for details
 
2   The adjusted tax rate for the three and six months ended June 30, 2009 is 29% based on the forecasted adjusted tax rate for 2009.
 
3   Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.

 

 

Page 12 of 13
Table 7
Reconciliation of Other Charges and Other Adjustments
Other Charges:
                                         
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions)   2009   2008   2009   2008
     
Employee termination benefits
    5       4       29       11  
Plant/office closures
    —       —       —       7  
Ticona Kelsterbach plant relocation
    3       3       6       5  
Clear Lake insurance recoveries
    —       —       (6 )     —  
Plumbing actions
    (2 )     —       (3 )     —  
Asset impairments
    —       —       1       —  
     
Total
    6       7       27       23  
     
     
      Other Adjustments: 1
     
    Three Months Ended   Six Months Ended   Income
    June 30,   June 30,   Statement
(in $ millions)   2009   2008   2009   2008   Classification
     
Ethylene pipeline exit costs
    —       (2 )     —       (2 )   Other income/expense, net
Business optimization
    1       9       3       18     SG&A
Ticona Kelsterbach plant relocation
    1       (2 )     2       (4 )   Cost of sales
Plant closures
    4       7       8       7     Cost of sales
Other 2
    (15 )     5       (10 )     4     Various
             
Total
    (9 )     17       3       23          
             
 
Total other charges and other adjustments
    (3 )     24       30       46          
             
 
1   These items are included in net earnings but not included in other charges.
 
2   June 30, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million.

1

 

Page 13 of 13
Table 8
Equity Affiliate Preliminary Results — Total — Unaudited
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions)   2009   2008   2009   2008
     
Net Sales
                               
Ticona Affiliates 1
    267       364       439       717  
Infraserv 2
    487       592       997       1,140  
     
Total
    754       956       1,436       1,857  
     
Operating Profit
                               
Ticona Affiliates
    9       41       (10 )     74  
Infraserv
    26       29       51       48  
     
Total
    35       70       41       122  
     
Depreciation and Amortization
                               
Ticona Affiliates
    19       16       46       39  
Infraserv
    24       29       47       56  
     
Total
    43       45       93       95  
     
Affiliate EBITDA 3
                               
Ticona Affiliates
    28       57       36       113  
Infraserv
    50       58       98       104  
     
Total
    78       115       134       217  
     
Net Income
                               
Ticona Affiliates
    7       22       (9 )     42  
Infraserv
    16       27       35       25  
     
Total
    23       49       26       67  
     
Net Debt
                               
Ticona Affiliates
    245       165       245       165  
Infraserv
    482       356       482       356  
     
Total
    727       521       727       521  
     
Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited 4
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
(in $ millions)   2009   2008   2009   2008
     
Net Sales
                               
Ticona Affiliates
    123       167       203       330  
Infraserv
    155       191       318       367  
     
Total
    278       358       521       697  
     
Operating Profit
                               
Ticona Affiliates
    4       19       (4 )     34  
Infraserv
    8       9       16       15  
     
Total
    12       28       12       49  
     
Depreciation and Amortization
                               
Ticona Affiliates
    9       7       21       17  
Infraserv
    8       10       15       19  
     
Total
    17       17       36       36  
     
Affiliate EBITDA 3
                               
Ticona Affiliates
    13       26       17       51  
Infraserv
    16       19       31       34  
     
Total
    29       45       48       85  
     
Equity in net earnings of affiliates (as reported on the Income Statement)
                               
Ticona Affiliates 5
    4       10       (4 )     19  
Infraserv
    4       7       10       8  
     
Total
    8       17       6       27  
     
Affiliate EBITDA in excess of Equity in net earnings of affiliates 6
                               
Ticona Affiliates
    9       16       21       32  
Infraserv
    12       12       21       26  
     
Total
    21       28       42       58  
     
Net Debt
                               
Ticona Affiliates
    111       76       111       76  
Infraserv
    152       113       152       113  
     
Total
    263       189       263       189  
     
 
1   Ticona Affiliates includes Polyplastics (45% ownership), Korean Engineering Plastics (50%), Fortron Industries (50%), and Una SA (50%)
 
2   Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack — 27%)
 
3   Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure
 
4   Calculated as the product of figures from the above table times Celanese ownership percentage
 
5   June 30, 2009 excludes a one-time tax adjustment to Equity in net earnings (loss) of affiliates of $19 million.
 
6   Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA

2

Exhibit 99.2
Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 2Q 2009 Earnings Conference Call / Webcast Tuesday, July 28, 2009 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 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 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.

 

Dave Weidman Chairman and Chief Executive Officer

 

Celanese Corporation 2Q 2009 highlights $ in millions (except EPS) 2nd Qtr 2009 2nd Qtr 2008 Net Sales $1,244 $1,868 Operating Profit/(Loss) $89 $207 Adjusted EPS $0.53 $1.20 Operating EBITDA $243 $406 Second Quarter 2009: Recent strategic activities further optimizes portfolio earnings Integrated portfolio delivering results in challenging environment Fixed spending reduction efforts delivering expected benefits Continued strong cash generation

 

Economic Recovery Earnings Power Expansion Recent strategic actions create shareholder value Balanced footprint in key regions Recovering conditions in key end-use industries Attractive balance sheet with strong cash generation Geographic Demand Capital Structure: Completed the sale of PVOH business to Sekisui Co. Sustainable fixed spending reductions Efficient and scalable capital Global macro trends driving customer growth Scalable capital: Nanjing acetic acid expansion by end of 2009 Celanese Advantages Celanese Levers of Value Increasing the earnings power of the business through multiple levers Capital Structure: Amended senior credit agreement to ensure future availability of revolver Operating: Cease manufacturing operations at Pardies, France facility by end of 4Q 2009 Innovation: Announced AOPlus(r)2 technology development

 

Steven Sterin Senior Vice President and CFO

 

Second Quarter 2009: Strong performance driven by higher pricing and China ventures growth for Acetate products offset modest volume decline Operating EBITDA improvement due to higher pricing, and lower fixed spending and energy costs Dividends, primarily from China ventures, up 15% to $53 million Consumer Specialties $ in millions 2nd Qtr 2009 2nd Qtr 2008 Net Sales $280 $292 Operating EBITDA $134 $107 Outlook: Stable volumes and margins expected in 2H 2009 Sustained earnings performance with continued benefits from lower fixed spending

 

$ in millions 2nd Qtr 2009 2nd Qtr 2008 Net Sales $184 $300 Operating EBITDA $28 $68 Advanced Engineered Materials Second Quarter 2009: Sustained pricing and margins with lower raw material, energy, and fixed costs Volume decrease driven by automotive production in US/EU and other consumer and durable goods segments Significant sequential EBITDA improvement Outlook: Continued volume pressures due to year-over-year reductions in global auto builds, but sequential improvement led by Asia and America growth Easing raw material, energy and fixed costs coupled with sustained pricing expected to positively impact margins Earnings continue to trend towards normalized trough

 

Second Quarter 2009: Growth in Asia offset by softer demand of PVOH and effect of the AT Plastics force majeure Lower raw material and energy costs, along with the benefits of fixed spending reductions, more than offset lower pricing Industrial Specialties $ in millions 2nd Qtr 2009 2nd Qtr 2008 Net Sales $267 $386 Operating EBITDA $35 $37 Outlook: Continued growth in Asia and sustained volumes expected in North America and Europe Raw material, energy costs and fixed spending reductions expected to continue to positively impact earnings PVOH business divested July 1, 2009

 

Acetyl Intermediates $ in millions 2nd Qtr 2009 2nd Qtr 2008 Net Sales $622 $1,067 Operating EBITDA $76 $227 Second Quarter 2009: Decrease in net sales due to volume declines and lower industry pricing Lower pricing on lower industry utilization rates and lower raw material costs Lower raw material, energy, and fixed costs offset by pricing and volumes decline Destocking appears complete; sequential volume improvement Outlook: Volumes sustained; segment performing at normalized trough profile Stable margins expected in 2009 due to advantaged technology and cost position

 

2Q 2009: Earnings contribution decreased to $64 million from $92 million on lower dividends from cost affiliates and lower earnings from AEM equity affiliates Higher dividends from China Acetate ventures offset by lower Ibn Sina dividends Income Statement Affiliate Performance Cash Flows 1Equity earnings investment excludes a $19 million tax benefit related to AEM equity affiliate in 2Q 2009 1 0 25 50 75 100 2Q 2008 2Q 2009 $ millions Dividends - Cost Investments Earnings - Equity Investments 0 25 50 75 100 2Q 2008 2Q 2009 $ millions Dividends - Cost Investments Dividends - Equity Investments

 

Solid cash generation Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow $ in millions Six Months 2009 Six Months 2008 Net cash provided by operating activities $299 $346 Adjustments to operating cash for discontinued operations ($1) ($5) Net cash provided by operating activities from continuing operations $298 $341 Less: Capital expenditures ($96) ($136) Other charges and adjustments1 $1 ($5) Adjusted Free Cash Flow $203 $200 1Amounts primarily associated with Kelsterbach relocation and the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. 2Starting from an Operating EBITDA base, excludes cash inflow of $190 million for PVOH and net Kelsterbach relocation cash inflow of ~$50 million Factors contributing to cash generation during second quarter 2009: Lower cash taxes Reduced capital expenditures Fixed spending reduction across all segments 2009E Cash Flow Guidance 2009E Cash Flow Guidance $ in millions 2009E2 Cash Taxes $20 - $50 Capital Expenditures $175 - $185 Reserve/Other $55 - $60 Net Interest $210 - $220 Pension $40 - $50 Dividends / Debt Service $100 - $110 Total Cash Outflows $600 - $675

 

Celanese capital structure Term Loan - $2.8 billion Other Debt Obligations - $703 million Cash - $1,145 million Net Debt - $2.3 billion Revolver - $600 million Cost Stability Flexibility Structure Characteristics Primary Components Recent revolver amendment cost less than $3 million; provides additional flexibility Credit Linked Revolver - $139 million Sources of Liquidity Debt Obligations

 

Appendix

 

2Q 2009 Other Charges and Other Adjustments by Segment in millions AEM CS IS AI Other Total Employee termination benefits 3 3 1 - (2) 5 Plant/office closures - - - - - - Ticona Kelsterbach plant relocation 3 - - - - 3 Clear Lake insurance recoveries - - - - - - Plumbing actions (2) - - - - (2) Asset impairments - - - - - - Other - - - - - - Total other charges 4 3 1 - (2) 6 Business optimization - - - - 1 1 Ticona Kelsterbach plant relocation 1 - - - - 1 Plant closures - - - 4 - 4 Other (19) - 4 - - (15) Total other adjustments (18) - 4 4 1 (9) Total other charges and other adjustments (14) 3 5 4 (1) (3)

 

Reg G: Reconciliation of Adjusted EPS (in $ millions, except per share data) 2009 2008 2009 2008 Earnings (loss) from continuing operations before tax 122 247 106 465 Non-GAAP adjustments Other charges and other adjustments 1 (3) 24 30 46 Adjusted Earnings (loss) from continuing operations before tax 119 271 136 511 Income tax (provision) benefit on adjusted earnings 2 (35) (70) (39) (133) Less: Noncontrolling interests - (1) - (1) Adjusted Earnings (loss) from continuing operations 84 202 97 379 Preferred dividends (2) (2) (5) (5) Adjusted net earnings (loss) available to common shareholders 82 200 92 374 Add back: Preferred dividends 2 2 5 5 Adjusted net earnings (loss) for adjusted EPS 84 202 97 379 Diluted shares (millions) 3 Weighted average shares outstanding 143.5 150.9 143.5 151.4 Assumed conversion of preferred shares 12.1 12.1 12.1 12.1 Assumed conversion of restricted stock units 0.5 0.8 0.3 0.6 Assumed conversion of stock options 1.0 4.0 0.5 3.5 Total diluted shares 157.1 167.8 156.4 167.6 Adjusted EPS 0.53 1.20 0.62 2.26 1 See Table 7 for details 2 The adjusted tax rate for the three and six months ended June 30, 2009 is 29% based on the forecasted adjusted tax rate for 2009. 3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive. Six Months Ended June 30, Three Months Ended June 30,

 

Reg G: Reconciliation of Net Debt June 30, December 31, (in $ millions) 2009 2008 Short-term borrowings and current installments of long-term debt - third party and affiliates 224 233 Long-term debt 3,268 3,300 Total debt 3,492 3,533 Less: Cash and cash equivalents 1,145 676 Net Debt 2,347 2,857

 

Reg G: Other Charges and Other Adjustments Other Charges: (in $ millions) 2009 2008 2009 2008 Employee termination benefits 5 4 29 11 Plant/office closures - - - 7 Ticona Kelsterbach plant relocation 3 3 6 5 Clear Lake insurance recoveries - - (6) - Plumbing actions (2) - (3) - Asset impairments - - 1 - Total 6 7 27 23 Other Adjustments: 1 Income Statement (in $ millions) 2009 2008 2009 2008 Classification Ethylene pipeline exit costs - (2) - (2) Other income/expense, net Business optimization 1 9 3 18 SG&A Ticona Kelsterbach plant relocation 1 (2) 2 (4) Cost of sales Plant closures 4 7 8 7 Cost of sales Other 2 (15) 5 (10) 4 Various Total (9) 17 3 23 Total other charges and other adjustments (3) 24 30 46 1 These items are included in net earnings but not included in other charges. 2 June 30, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million. June 30, Six Months Ended June 30, Six Months Ended June 30, Three Months Ended Three Months Ended June 30,

 

Reg G: Reconciliation of Operating EBITDA Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure (in $ millions) 2009 2008 2009 2008 Net Sales Advanced Engineered Materials 184 300 349 594 Consumer Specialties 280 292 546 574 Industrial Specialties 267 386 509 751 Acetyl Intermediates 622 1,067 1,194 2,163 Other Activities 1 1 1 1 1 Intersegment eliminations (110) (178) (209) (369) Total 1,244 1,868 2,390 3,714 Operating Profit (Loss) Advanced Engineered Materials - 37 (19) 67 Consumer Specialties 66 46 132 96 Industrial Specialties 19 20 29 37 Acetyl Intermediates 40 148 52 325 Other Activities 1 (36) (44) (78) (84) Total 89 207 116 441 Equity Earnings, Cost - Dividend Income and Other Income (Expense) Advanced Engineered Materials 23 11 15 20 Consumer Specialties 53 48 56 48 Industrial Specialties - - - - Acetyl Intermediates 4 33 8 62 Other Activities 1 5 1 11 5 Total 85 93 90 135 Other Charges and Other Adjustments 2 Advanced Engineered Materials (14) 1 (4) 2 Consumer Specialties 3 - 3 1 Industrial Specialties 5 3 8 8 Acetyl Intermediates 4 12 9 20 Other Activities 1 (1) 8 14 15 Total (3) 24 30 46 Depreciation and Amortization Expense Advanced Engineered Materials 19 19 36 39 Consumer Specialties 12 13 24 27 Industrial Specialties 11 14 24 28 Acetyl Intermediates 28 34 55 66 Other Activities 1 2 2 4 5 Total 72 82 143 165 Operating EBITDA Advanced Engineered Materials 28 68 28 128 Consumer Specialties 134 107 215 172 Industrial Specialties 35 37 61 73 Acetyl Intermediates 76 227 124 473 Other Activities 1 (30) (33) (49) (59) Total 243 406 379 787 2 See Table 7. Six Months Ended June 30, Three Months Ended June 30, 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies.

 

Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited Equity Affiliate Preliminary Results - Total - Unaudited (in $ millions) 2009 2008 2009 2008 Net Sales Ticona Affiliates 1 267 364 439 717 Infraserv 2 487 592 997 1,140 Total 754 956 1,436 1,857 Operating Profit Ticona Affiliates 9 41 (10) 74 Infraserv 26 29 51 48 Total 35 70 41 122 Depreciation and Amortization Ticona Affiliates 19 16 46 39 Infraserv 24 29 47 56 Total 43 45 93 95 Affiliate EBITDA 3 Ticona Affiliates 28 57 36 113 Infraserv 50 58 98 104 Total 78 115 134 217 Net Income Ticona Affiliates 7 22 (9) 42 Infraserv 16 27 35 25 Total 23 49 26 67 Net Debt Ticona Affiliates 245 165 245 165 Infraserv 482 356 482 356 Total 727 521 727 521 Three Months Ended June 30, Six Months Ended June 30, Equity Affiliate Preliminary Results - Celanese Proportional Share - Unaudited 4 (in $ millions) 2009 2008 2009 2008 Net Sales Ticona Affiliates 123 167 203 330 Infraserv 155 191 318 367 Total 278 358 521 697 Operating Profit Ticona Affiliates 4 19 (4) 34 Infraserv 8 9 16 15 Total 12 28 12 49 Depreciation and Amortization Ticona Affiliates 9 7 21 17 Infraserv 8 10 15 19 Total 17 17 36 36 Affiliate EBITDA 3 Ticona Affiliates 13 26 17 51 Infraserv 16 19 31 34 Total 29 45 48 85 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates 5 4 10 (4) 19 Infraserv 4 7 10 8 Total 8 17 6 27 Affiliate EBITDA in excess of Equity in net earnings of affiliates 6 Ticona Affiliates 9 16 21 32 Infraserv 12 12 21 26 Total 21 28 42 58 Net Debt Ticona Affiliates 111 76 111 76 Infraserv 152 113 152 113 Total 263 189 263 189 Three Months Ended June 30, Six Months Ended June 30, 1 Ticona Affiliates includes Polyplastics (45% ownership), Korean Engineering Plastics (50%), Fortron Industries (50%), and Una SA (50%) 2 Infraserv includes Infraserv Entities valued as equity investments (Infraserv Hochst - 31% ownership, Infraserv Gendorf - 39% and Infraserv Knapsack - 27%) 3 Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure 4 Calculated as the product of figures from the above table times Celanese ownership percentage 6 Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA 5 June 30,2009 includes a one-time tax adjustment to Equity in net earnings (loss) of affiliates of $19 million.