DELAWARE
(State
or other jurisdiction
of
incorporation)
|
001-32410
(Commission
File
Number)
|
98-0420726
(IRS
Employer
Identification
No.)
|
Item
2.02
|
Results
of Operations and Financial
Condition
|
Item
7.01
|
Regulation
FD Disclosure
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d) | Exhibits | ||||
Exhibit
Number
|
Description
|
||||
99.1
|
Press
Release dated July 21, 2008*
|
||||
99.2
|
Slide
Presentation dated July 22,
2008*
|
*
|
In
connection with the disclosure set forth in Item 2.02 and Item 7.01, the
information in this Current Report, including the exhibits attached
hereto, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the
liabilities of such section. The information in this Current Report,
including the exhibits, shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended or the Exchange Act,
regardless of any incorporation by reference language in any such filing.
This Current Report will not be deemed an admission as to the materiality
of any information in this Current Report that is required to be disclosed
solely by Regulation FD.
|
CELANESE
CORPORATION
|
||||
By:
|
/s/
Miguel A. Desdin
|
|||
Name:
|
Miguel A. Desdin
|
|||
Title:
|
Vice President and Controller
|
|||
Date: July
22, 2008
|
||||
Exhibit Number
|
Description
|
|||
99.1
|
Press
Release dated July 21, 2008*
|
|||
99.2
|
Slide
Presentation dated July 22, 2008*
|
*
|
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.
|
§
|
Net
sales increased 20% to $1,868 million from prior
year
|
§
|
Operating
profit increased to $207 million from $71 million in prior
year
|
§
|
Net
earnings increased to $134 million from a loss of $117 million in prior
year
|
§
|
Operating
EBITDA increased 24% to $406
million
|
§
|
Diluted
EPS from continuing operations increased to $1.21 from a loss of $0.81 in
prior year
|
§
|
Adjusted
EPS increased to $1.20 from $0.85 in prior
year
|
§
|
Reaffirms
2008 outlook for adjusted earnings per share of between $3.60 and $3.85
and operating EBITDA of between $1,355 million and $1,415
million
|
§
|
Successfully
started up its newly constructed 20,000 ton GUR
®
ultra-high molecular weight polyethylene (UHMW-PE) facility, 100,000 ton
acetic anhydride facility, and 300,000 ton vinyl acetate monomer facility,
all located at the company’s integrated chemical complex in Nanjing,
China.
|
§
|
Signed
an agreement to establish a 20,000 square-meter commercial and technology
center in Shanghai. Expected to be completed in early 2010, the
new center will combine the headquarters for Celanese’s Asia businesses,
customer application development and research and development
facilities.
|
§
|
Celanese’s
Nutrinova business and BRAIN AG, a leading European biotech company,
identified all-natural compounds for high intensity sweeteners and
sweetness enhancers.
|
§
|
Introduced
EcoVAE™, a new vinyl acetate/ethylene (VAE) emulsion technology specially
designed to facilitate the manufacture of high quality, eco-friendly
paints for North America.
|
§
|
Resolved
a legacy litigation matter by entering into a settlement agreement
relating to sales by the polyester staple fibers business, which Hoechst
AG sold to KoSa, Inc. in 1998.
|
§
|
Announced
intent to divest ownership interest in legacy Infraserv investments
located in Knapsack, Gendorf, and Wiesbaden, Germany, where Celanese no
longer has manufacturing
operations.
|
Contacts:
Investor
Relations
Media
– U.S.
Mark
Oberle
Phone:
+1 972 443 4464
Telefax:
+1 972 443 8519
Mark.Oberle@celanese.com
|
Media
- Europe
Gretchen
Rosswurm
Phone: +1
972 443 4847
Telefax:
+1 972 443 8519
Gretchen.Rosswurm@celanese.com
|
Jens
Kurth
Phone:
+49 69 305 7137
Telefax:
+49 69 305 36787
J.Kurth@celanese.com
|
§
|
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 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 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 is the tax rate based on our
initial guidance, less changes in uncertain tax positions. We
adjust this tax rate during the year only if there is a substantial change
in our underlying operations; an updated forecast would not necessarily
result in a change to our tax rate used for adjusted earnings per
share. The adjusted tax rate 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.
|
Preliminary
Consolidated Statements of Operations-
Unaudited
|
|||||||
Three
Months Ended
|
Six
Months Ended
|
||||||
June
30,
|
June
30,
|
||||||
(in
$ millions, except per share data)
|
2008
|
2007
|
2008
|
2007
|
|||
Net
sales
|
1,868
|
1,556
|
3,714
|
3,111
|
|||
Cost
of sales
|
(1,472)
|
(1,219)
|
(2,900)
|
(2,415)
|
|||
Gross
profit
|
396
|
337
|
814
|
696
|
|||
Selling,
general and administrative expenses
|
(138)
|
(122)
|
(274)
|
(238)
|
|||
Amortization
of Intangibles
1
|
(20)
|
(17)
|
(39)
|
(35)
|
|||
Research
and development expenses
|
(18)
|
(19)
|
(41)
|
(36)
|
|||
Other
(charges) gains, net
|
(7)
|
(105)
|
(23)
|
(106)
|
|||
Foreign
exchange gain (loss), net
|
(3)
|
-
|
4
|
-
|
|||
Gain
(loss) on disposition of assets, net
|
(3)
|
(3)
|
-
|
(4)
|
|||
Operating
profit
|
207
|
71
|
441
|
277
|
|||
Equity
in net earnings of affiliates
|
17
|
23
|
27
|
41
|
|||
Interest
expense
|
(63)
|
(61)
|
(130)
|
(133)
|
|||
Refinancing
expenses
|
-
|
(256)
|
-
|
(256)
|
|||
Interest
income
|
10
|
11
|
19
|
25
|
|||
Dividend
income - cost investments
|
75
|
49
|
103
|
64
|
|||
Other
income (expense), net
|
1
|
(5)
|
5
|
(15)
|
|||
Earnings
(loss) from continuing operations
|
|||||||
before
tax and minority interests
|
247
|
(168)
|
465
|
3
|
|||
Income tax (provision) benefit
|
(45)
|
44
|
(118)
|
(5)
|
|||
Earnings
(loss) from continuing operations
|
|||||||
before
minority interests
|
202
|
(124)
|
347
|
(2)
|
|||
Minority
interests
|
1
|
-
|
1
|
-
|
|||
Earnings
(loss) from continuing operations
|
203
|
(124)
|
348
|
(2)
|
|||
Earnings
(loss) from discontinued operations:
|
|||||||
Earnings
( loss) from operation of discontinued operations
|
(112)
|
(5)
|
(112)
|
38
|
|||
Gain
on disposal of discontinued operations
|
-
|
16
|
-
|
47
|
|||
Income tax benefit
|
43
|
(4)
|
43
|
1
|
|||
Earnings
(loss) from discontinued operations
|
(69)
|
7
|
(69)
|
86
|
|||
Net
earnings (loss)
|
134
|
(117)
|
279
|
84
|
|||
Cumulative
preferred stock dividends
|
(2)
|
(3)
|
(5)
|
(5)
|
|||
Net
earnings (loss) available to common
|
|||||||
shareholders
|
132
|
(120)
|
274
|
79
|
|||
Earnings
(loss) per common share - basic:
|
|||||||
Continuing
operations
|
$1.33
|
($0.81)
|
$2.26
|
($0.04)
|
|||
Discontinued
operations
|
(0.46)
|
0.05
|
(0.45)
|
0.54
|
|||
Net
earnings (loss) available to common shareholders
|
$0.87
|
($0.76)
|
$1.81
|
$0.50
|
|||
Earnings
(loss) per common share - diluted:
|
|||||||
Continuing
operations
|
$1.21
|
($0.81)
|
$2.08
|
($0.04)
|
|||
Discontinued
operations
|
(0.41)
|
0.05
|
(0.41)
|
0.54
|
|||
Net
earnings (loss) available to common shareholders
|
$0.80
|
($0.76)
|
$1.67
|
$0.50
|
|||
Weighted
average shares - basic
|
150.9
|
156.9
|
151.4
|
158.1
|
|||
Weighted
average shares - diluted
|
167.8
|
156.9
|
167.6
|
158.1
|
Table
4
|
||||||||
Cash
Dividends Received
|
||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||
June
30,
|
June
30,
|
|||||||
(in
$ millions)
|
2008
|
2007
|
2008
|
2007
|
||||
Dividends
from equity investments
|
12
|
10
|
55
|
40
|
||||
Dividends
from cost investments
|
75
|
49
|
103
|
64
|
||||
Total
|
87
|
59
|
158
|
104
|
Table
5
|
|||
Net
Debt - Reconciliation of a Non-U.S. GAAP Measure
|
|||
June
30,
|
December
31,
|
||
(in
$ millions)
|
2008
|
2007
|
|
Short-term
borrowings and current
|
|||
installments
of long-term debt - third party and affiliates
|
252
|
272
|
|
Long-term
debt
|
3,371
|
3,284
|
|
Total
debt
|
3,623
|
3,556
|
|
Less:
Cash and cash equivalents
|
983
|
825
|
|
Net
Debt
|
2,640
|
2,731
|
Table
7
|
||||||||||
Reconciliation
of Other Charges and Other Adjustments
|
||||||||||
Other
Charges:
|
||||||||||
|
|
|||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||
June
30,
|
June
30,
|
|||||||||
(in
$ millions)
|
2008
|
2007
|
2008
|
2007
|
||||||
Employee
termination benefits
|
4
|
25
|
11
|
25
|
||||||
Plant/office
closures
|
-
|
-
|
7
|
-
|
||||||
Long-term
compensation triggered by Exit Event
|
-
|
74
|
-
|
74
|
||||||
Asset
impairments
|
-
|
3
|
-
|
3
|
||||||
Ticona
Kelsterbach plant relocation
|
3
|
3
|
5
|
3
|
||||||
Other
|
-
|
-
|
-
|
1
|
||||||
Total
|
7
|
105
|
23
|
106
|
||||||
Other
Adjustments:
1
|
||||||||||
Three
Months Ended
|
Six
Months Ended
|
Income
|
||||||||
June
30,
|
June
30,
|
Statement
|
||||||||
(in
$ millions)
|
2008
|
2007
|
2008
|
2007
|
Classification
|
|||||
Ethylene
pipeline exit costs
|
(2
|
) |
-
|
(2
|
) |
10
|
Other
income/expense, net
|
|||
Business
optimization
|
9
|
3
|
18
|
5
|
SG&A
|
|||||
Foreign
exchange loss related to refinancing transaction
|
-
|
9
|
-
|
9
|
Other
income/expense, net
|
|||||
Ticona
Kelsterbach plant relocation
|
(2
|
) |
-
|
(4
|
) |
-
|
Cost
of Sales
|
|||
Plant
closures
|
7
|
-
|
7
|
-
|
Cost
of Sales
|
|||||
Other
|
5
|
-
|
4
|
5
|
Various
|
|||||
Total
|
17
|
12
|
23
|
29
|
||||||
Total
other charges and other adjustments
|
24
|
117
|
46
|
135
|
Table
8
|
||||||||||
Equity
Affiliate Preliminary Results - Total -
Unaudited
|
||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||
(in
$ millions)
|
June
30,
|
June
30,
|
||||||||
2008
|
2007
|
2008
|
2007
|
|||||||
Net
Sales
|
||||||||||
Ticona
Affiliates
1
|
364
|
312
|
719
|
619
|
||||||
Infraserv
2
|
592
|
411
|
1,140
|
753
|
||||||
Total
|
956
|
723
|
1,859
|
1,372
|
||||||
Operating
Profit
|
||||||||||
Ticona
Affiliates
|
41
|
49
|
74
|
93
|
||||||
Infraserv
|
29
|
25
|
48
|
42
|
||||||
Total
|
70
|
74
|
122
|
135
|
||||||
Depreciation
and Amortization
|
||||||||||
Ticona
Affiliates
|
16
|
13
|
38
|
27
|
||||||
Infraserv
|
29
|
21
|
56
|
40
|
||||||
Total
|
45
|
34
|
94
|
67
|
||||||
Affiliate
EBITDA
3
|
||||||||||
Ticona
Affiliates
|
57
|
62
|
112
|
120
|
||||||
Infraserv
|
58
|
46
|
104
|
82
|
||||||
Total
|
115
|
108
|
216
|
202
|
||||||
Net
Income
|
||||||||||
Ticona
Affiliates
|
22
|
30
|
41
|
60
|
||||||
Infraserv
|
27
|
27
|
65
|
40
|
||||||
Total
|
49
|
57
|
106
|
100
|
||||||
Net
Debt
|
||||||||||
Ticona
Affiliates
|
179
|
164
|
179
|
164
|
||||||
Infraserv
|
356
|
47
|
356
|
47
|
||||||
Total
|
535
|
211
|
535
|
211
|
||||||