U.S. 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): October 25, 2011
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
DELAWARE
 
001-32410
 
98-0420726
 
 
 
 
 
(State or other jurisdiction
of 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1


Item 2.02 Results of Operations and Financial Condition
On October 25, 2011 , Celanese Corporation (the “ Company ”) issued a press release reporting the financial results for its third quarter 2011 . 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 October 25, 2011 , 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 10:00 a.m. ET (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 for 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
Descriptions
 
 
99.1
Press Release dated October 25, 2011*
 
 
99.2
Slide Presentation dated October 25, 2011*
*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.

2


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: October 25, 2011

3


Exhibit Index
Exhibit
 
Number
Description
 
 
99.1
Press Release dated October 25, 2011*
 
 
99.2
Slide Presentation dated October 25, 2011*
* 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.

4


Exhibit 99.1

 
Celanese Corporation
 
Investor Relations
 
1601 West LBJ Freeway
Corporate News Release
Dallas, Texas 75234
Celanese Corporation Reports Record Third Quarter 2011 Results; Raises 2011 Outlook

Third quarter highlights:
•
Net sales were $1,807 million , up 20% from prior year period
•
Operating profit was $196 million versus $221 million in prior year period
•
Net earnings were $167 million versus $145 million  in prior year period
•
Diluted EPS from continuing operations was $1.05 versus $0.93 in prior year period
•
Operating EBITDA was $374 million , up 31% from prior year period
•
Adjusted EPS was $1.27 , up 44% from prior year period

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions, except per share data) - Unaudited
2011
 
2010
 
2011
 
2010
Net sales
1,807

 
1,506

 
5,149

 
4,411

Operating profit (loss)
196

 
221

 
593

 
363

Net earnings (loss) attributable to Celanese Corporation
167

 
145

 
512

 
319

Operating EBITDA 1
374

 
286

 
1,119

 
860

Diluted EPS - continuing operations
$
1.05

 
$
0.93

 
$
3.21

 
$
2.04

Diluted EPS - total
$
1.05

 
$
0.92

 
$
3.22

 
$
2.01

Adjusted EPS 2
$
1.27

 
$
0.88

 
$
3.89

 
$
2.64

1 Non-U.S. GAAP measure. See reconciliation in Table 1.
2 Non-U.S. GAAP measure. See reconciliation in Table 6.

Dallas, October 25, 2011: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported third quarter 2011 net sales of $1,807 million , a 20 percent  increase from the prior year period, primarily driven by higher pricing across all operating segments and favorable currency impacts. The higher pricing was a result of elevated year-over-year industry utilization in its Acetyl Intermediates segment, the recovery of rising raw material costs and continued strong demand throughout its global businesses, particularly in Advanced Engineered Materials. Operating profit was $196 million compared with $221 million  in the same period last year. Other charges and other adjustments totaled $43 million in the quarter and included costs associated with the company's successful polyacetal (POM) European capacity expansion. Net earnings were $167 million compared with $145 million in the same period last year. Diluted earnings per share from continuing operations were $1.05 compared with $0.93 in the prior year period.

Adjusted earnings per share in the third quarter of 2011 rose 44 percent to $1.27 from $0.88 in the prior year period. The tax rate and diluted share count for adjusted earnings per share in the current period were 17 percent and 159.0 million ,

1


respectively. Operating EBITDA was $374 million , a 31 percent increase from the third quarter of 2010. Adjusted earnings per share and operating EBITDA excluded other charges and other adjustments in both periods.

"Celanese delivered a record third quarter, which included record performances in Advanced Engineered Materials and Industrial Specialties, reflecting year-over-year demand growth across our businesses and execution of our strategic objectives," said David Weidman, chairman and chief executive officer. "We remain confident that Celanese's strong business fundamentals, including leading technology, low cost positions, broad end-market diversity and strong presence in emerging economies, will continue to drive growth and create value for shareholders throughout an economic cycle."

Third Quarter Segment Overview

Advanced Engineered Materials
Advanced Engineered Materials delivered record operating EBITDA in the quarter as its innovative, high performance products continued to see healthy demand in its end-use applications, particularly automotive. Net sales for the third quarter of 2011 were $332 million  compared with $271 million  in the same period last year, driven by higher pricing, increased volumes, revenue associated with the company's recently acquired product lines and favorable currency impacts. During the quarter, the company opened the world's largest POM production facility, which is expected to meet the increased global demand for its innovative specialty solutions in polymer-based products. Operating profit in the third quarter of 2011 was $14 million compared with $63 million in the prior year period. The plant startup resulted in other charges and other adjustments of $19 million, primarily due to an inventory draw and related expenses. Third quarter 2010 results included a net gain of $22 million, primarily related to a reduction of legal reserves. The higher pricing and volumes offset higher raw material costs and increased spending primarily associated with geographic expansion into Asia. Operating EBITDA, which excluded the other charges and other adjustments, was $112 million  compared with $90 million in the prior year period. Equity earnings from the company's affiliates totaled $52 million compared with $31 million in the third quarter of 2010, primarily driven by higher earnings in its Ibn Sina venture, which provides an economic hedge against raw material costs.

Consumer Specialties
Consumer Specialties continued to deliver solid results as its leading global positions benefited from favorable industry fundamentals. Net sales in the third quarter of 2011 were $298 million compared with $288 million in the prior year period, as higher pricing offset slightly lower volumes. Volumes in the company's Acetate Products business were impacted by a temporary manufacturing outage in the current period, but were partially offset by higher volumes in the company's Nutrinova business. Operating profit was $66 million compared with $71 million in the same period last year as the higher pricing offset higher raw material and energy costs, but did not fully offset increased spending associated with the temporary manufacturing outage. Operating EBITDA was $78 million compared with $81 million in the same period last year.

Industrial Specialties
Industrial Specialties delivered record operating EBITDA in the quarter as increased global demand for its innovative product offerings resulted in strong results and sustained margins. Net sales in the third quarter of 2011 were $332 million compared with $276 million in the same period last year, primarily driven by higher pricing and demand for innovative applications in the emulsions and EVA performance polymers businesses, particularly in the growing Asia region. The higher pricing was largely due to pricing actions to successfully recover rising raw material costs, particularly for ethylene and related products. Operating

2


profit in the current period was $30 million compared with $50 million in the same period last year. Third quarter 2010 results included $25 million associated with insurance proceeds related to the EVA production outage in 2009. Operating EBITDA, which excluded the insurance proceeds in the prior year period, increased to $43 million from $36 million in the same period last year, as higher pricing more than offset rising raw material costs.

Acetyl Intermediates
Acetyl Intermediates delivered year-over-year earnings growth and expanded margins as it benefited from favorable industry conditions and its advantaged technology and cost positions. Net sales for the third quarter of 2011 increased to $975 million from $777 million in the prior year period, primarily driven by higher pricing for all major acetyl derivative product lines. Higher pricing in the quarter reflected elevated year-over-year industry utilization due to planned and unplanned production outages of multiple acetyl producers and robust end-market demand for acetyl products. The higher pricing also reflected the recovery of higher raw material costs as compared to the prior year period. Operating profit in the current period increased to $128 million from $81 million in the prior year period on expanded margins. Operating EBITDA was $168 million compared with $110 million in the same period last year.

Taxes
The tax rate for adjusted earnings per share was 17 percent in the third quarter of 2011 compared with 20 percent in the third quarter of 2010. The effective tax rate for continuing operations for the third quarter of 2011 was 17 percent compared with 23 percent in the prior year period. The decrease in the effective tax rate is primarily due to decreases in uncertain tax positions that occurred during the current period. Net cash tax payments were $48 million in the first nine months of 2011 compared with cash taxes paid of $104 million in the first nine months of 2010. The decrease in cash taxes paid is primarily the result of tax refunds received in certain jurisdictions. The tax rate for the company's adjusted earnings per share is forecasted to be 17 percent for 2011.

Equity and Cost Investments
Earnings from equity investments and dividends from cost investments, which are reflected in the company's earnings and operating EBITDA, were $58 million in the third quarter of 2011, a $20 million increase from the prior year period's results. Equity and cost investment dividends, which are included in cash flows, were $48 million , a $19 million increase from the prior year period.

Earnings in equity investments for Ticona's strategic affiliates in Asia in the third quarter of 2011 were $18 million , a $4 million increase from the prior year period, while proportional affiliate EBITDA in excess of equity net earnings decreased to $17 million from $20 million in the prior year period. Earnings in equity investments for Ticona's strategic affiliates in the Middle East, which include its Ibn Sina affiliate, increased to $34 million from $17 million in the prior year period, primarily driven by higher margins. Proportional affiliate EBITDA in excess of equity net earnings for the Middle Eastern affiliates was $9 million , a $3 million increase from the prior year.

The company's total proportional affiliate EBITDA for the third quarter of 2011 increased to $98 million from $73 million in the prior year period and was $41 million more than reported in the company's operating EBITDA. As of September 30, 2011, the company's total proportional net debt of affiliates was $110 million .


3



Cash Flow
During the first nine months of 2011, the company generated $481 million in cash from operating activities, a $118 million increase from the prior year period's results. The increase was primarily driven by higher company earnings, partially offset by increased working capital and higher pension contributions. During the first nine months of 2011, the company invested in future operating efficiencies and capacity expansions, spending $174 million of capital expenditures related to its successful relocation of Ticona's operations in Kelsterbach, Germany. The company also received a final payment of $158 million related to the relocation during the period. Cash used in investing activities during the first nine months of 2011 was $296 million compared with $381 million in the same period last year. Results for the first nine months of 2010 included $219 million related to the Ticona relocation and a cash outflow of $46 million related to the company's acquisition of the Zenite ® LCP and Thermx ® PCT product lines from DuPont Performance Polymers. Net cash used in financing activities during the first nine months of 2011 was $224 million compared with $332 million in the prior year period.

During the first nine months of 2011, the company used a net of $154 million to repay debt, $128 million in contributions for its pension and OPEB fund, and $28 million to repurchase shares. Net debt at the end of the third quarter of 2011 was $2,350 million, a $128 million decrease from the end of 2010.

Outlook
Based on its strong performance in the third quarter, the company increased its outlook for full year 2011 results. The company now expects 2011 adjusted earnings per share to be approximately $1.30 higher than 2010's results of $3.37, an increase of $0.10 per share from its previous outlook. Operating EBITDA is now expected to be approximately $280 million higher than 2010's results of $1,122 million. These expectations are based on a tax rate of 17 percent and diluted share count of 159 million shares. The company had previously expected 2011 adjusted earnings per share and operating EBITDA to be approximately $1.20 and $275 million higher than 2010, respectively.
"For the remainder of the year, we expect to see year-over-year earnings growth and typical fourth quarter seasonality. The temporarily expanded third quarter margins in acetyls should moderate to more normal levels in the fourth quarter of 2011," said Weidman. "Based on our business model and strong fundamentals, we remain well positioned to achieve our 2013 earnings growth objectives."
Contacts:
 
 
 
 
Investor Relations
 
Media - U.S.
 
Media - Europe
Jon Puckett
 
Jacqueline Terry
 
Jens Kurth
Phone: +1 972 443 4965
 
Phone: +1 972 443 4417
 
Phone: +49(0)69 45009 1574
Telefax: +1 972 443 8519
 
Telefax: +1 972 443 8519
 
Telefax: +49(0) 45009 58800
Jon.Puckett@celanese.com
 
Jacqueline.Terry@celanese.com
 
J.Kurth@celanese.com

Celanese Corporation is a global technology leader in the production of specialty materials and chemical products which are used in most major industries and consumer applications. Our products, essential to everyday living, are manufactured in North America, Europe and Asia. Known for operational excellence, sustainability and premier safety performance, Celanese delivers value to customers around the globe with best-in-class technologies. Based in Dallas, Texas, the company employs approximately 7,250 employees worldwide and had 2010 net sales of $5.9 billion, with approximately 72% generated outside of North America. For more information about Celanese Corporation and its global product offerings, visit www.celanese.com.



4



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,” “may,” “can,” “could,” “might,” “will” 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 release. 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; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation 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.

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

This release reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional affiliate EBITDA, adjusted earnings per share, and net debt as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business operating EBITDA is net income; for proportional affiliate EBITDA is equity in net earnings of affiliates; for affiliate EBITDA is operating profit; for adjusted earnings per share is earnings per common share-diluted; and for net debt is total debt.

Use of Non-U.S. GAAP Financial Information

•
Operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. We present operating EBITDA because we consider it an important supplemental measure of our operations and financial performance. We believe that operating EBITDA is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Operating EBITDA is one of the measures management uses for its planning and budgeting process to monitor and evaluate financial and operating results and for the company's incentive compensation plan. Operating EBITDA should not be considered as an alternative to net income determined in accordance with U.S. GAAP. 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.
•
Business operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. This supplemental performance measure reflects the operating results of the company's operations without regard to the financial impact of its equity and cost investments.
•
Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results.
•
Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes 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 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 given future period.
•
Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit

5


analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates' net debt.

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.



6


Consolidated Statements of Operations - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions, except share and per share data)
2011
2010
 
2011
 
2010
Net sales
1,807

 
1,506

 
5,149

 
4,411

Cost of sales
(1,406
)
 
(1,160
)
 
(3,987
)
 
(3,544
)
Gross profit
401

 
346

 
1,162

 
867

Selling, general and administrative expenses
(140
)
 
(125
)
 
(408
)
 
(373
)
Amortization of intangible assets
(17
)
 
(15
)
 
(50
)
 
(45
)
Research and development expenses
(24
)
 
(17
)
 
(72
)
 
(52
)
Other (charges) gains, net
(24
)
 
36

 
(39
)
 
(47
)
Foreign exchange gain (loss), net
1

 
(1
)
 
1

 
1

Gain (loss) on disposition of businesses and asset, net
(1
)
 
(3
)
 
(1
)
 
12

Operating profit (loss)
196

 
221

 
593

 
363

Equity in net earnings (loss) of affiliates
57

 
37

 
146

 
131

Interest expense
(54
)
 
(48
)
 
(166
)
 
(146
)
Refinancing expense
—

 
(16
)
 
(3
)
 
(16
)
Interest income
1

 
—

 
2

 
2

Dividend income - cost investments
1

 
1

 
80

 
73

Other income (expense), net
—

 
(4
)
 
9

 
1

Earnings (loss) from continuing operations before tax
201

 
191

 
661

 
408

Income tax (provision) benefit
(34
)
 
(44
)
 
(151
)
 
(85
)
Earnings (loss) from continuing operations
167

 
147

 
510

 
323

Earnings (loss) from operation of discontinued operations
—

 
(3
)
 
3

 
(8
)
Gain (loss) on disposition of discontinued operations
—

 
—

 
—

 
2

Income tax (provision) benefit, discontinued operations
—

 
1

 
(1
)
 
2

Earnings (loss) from discontinued operations
—

 
(2
)
 
2

 
(4
)
Net earnings (loss)
167

 
145

 
512

 
319

Net earnings (loss) attributable to noncontrolling interests
—

 
—

 
—

 
—

Net earnings (loss) attributable to Celanese Corporation
167

 
145

 
512

 
319

Cumulative preferred stock dividends
—

 
—

 
—

 
(3
)
Net earnings (loss) available to common shareholders
167

 
145

 
512

 
316

Amounts attributable to Celanese Corporation
 
 
 
 
 
 
 
Earnings (loss) per common share - basic
 
 
 
 
 
 
 
Continuing operations
1.07

 
0.94

 
3.27

 
2.08

Discontinued operations
—

 
(0.01
)
 
0.01

 
(0.03
)
Net earnings (loss) - basic
1.07

 
0.93

 
3.28

 
2.05

Earnings (loss) per common share - diluted
 
 
 
 
 
 
 
Continuing operations
1.05

 
0.93

 
3.21

 
2.04

Discontinued operations
—

 
(0.01
)
 
0.01

 
(0.03
)
Net earnings (loss) - diluted
1.05

 
0.92

 
3.22

 
2.01

Weighted average shares (in millions)
 
 
 
 
 
 
 
Basic
156.2

 
155.9

 
156.1

 
154.2

Diluted
159.0

 
157.9

 
159.0

 
158.4




7


Consolidated Balance Sheets - Unaudited
(in $ millions)
As of
September 30,
2011
 
As of
December 31,
2010
 
ASSETS
 
 
 
Current assets
 
 
 
Cash & cash equivalents
704

 
740

Trade receivables - third party and affiliates, net
978

 
827

Non-trade receivables, net
203

 
253

Inventories
777

 
610

Deferred income taxes
101

 
92

Marketable securities, at fair value
64

 
78

Assets held for sale
—

 
9

Other assets
71

 
59

Total current assets
2,898

 
2,668

Investments in affiliates
841

 
838

Property, plant and equipment, net
3,233

 
3,017

Deferred income taxes
412

 
443

Other assets
334

 
289

Goodwill
780

 
774

Intangible assets, net
213

 
252

  Total assets
8,711

 
8,281

 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities
 
 
 
Short-term borrowings and current installments of long-term debt - third party and affiliates
161

 
228

Trade payables - third party and affiliates
713

 
673

Other liabilities
583

 
596

Deferred income taxes
27

 
28

Income taxes payable
129

 
17

Total current liabilities
1,613

 
1,542

Long-term debt
2,893

 
2,990

Deferred income taxes
116

 
116

Uncertain tax positions
205

 
273

Benefit obligations
1,214

 
1,359

Other liabilities
1,214

 
1,075

Commitments and contingencies
 
 
 
Shareholders' equity
 
 
 
Preferred stock
—

 
—

Common stock
—

 
—

Treasury stock, at cost
(857
)
 
(829
)
Additional paid-in capital
601

 
574

Retained earnings
2,338

 
1,851

Accumulated other comprehensive income (loss), net
(626
)
 
(670
)
  Total Celanese Corporation shareholders' equity
1,456

 
926

  Noncontrolling interests
—

 
—

  Total shareholders' equity
1,456

 
926

  Total liabilities and shareholders' equity
8,711

 
8,281





8


Table 1
Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA -
a Non-U.S. GAAP Measure - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
 
2010
 
2011
 
2010
Net Sales
 
 
 
 
 
 
 
Advanced Engineered Materials
332

 
271

 
1,006

 
835

Consumer Specialties
298

 
288

 
855

 
817

Industrial Specialties
332

 
276

 
951

 
787

Acetyl Intermediates
975

 
777

 
2,702

 
2,283

Other Activities  1
—

 
—

 
1

 
1

Intersegment eliminations
(130
)
 
(106
)
 
(366
)
 
(312
)
Total
1,807

 
1,506

 
5,149

 
4,411

Operating Profit (Loss)
 
 
 
 
 
 
 
Advanced Engineered Materials
14

 
63

 
79

 
151

Consumer Specialties
66

 
71

 
168

 
105

Industrial Specialties
30

 
50

 
83

 
78

Acetyl Intermediates
128

 
81

 
392

 
149

Other Activities  1
(42
)
 
(44
)
 
(129
)
 
(120
)
Total
196

 
221

 
593

 
363

Other Charges and Other Adjustments 2
 
 
 
 
 
 
 
Advanced Engineered Materials
18

 
(22
)
 
52

 
(22
)
Consumer Specialties
3

 
1

 
18

 
84

Industrial Specialties
—

 
(25
)
 
—

 
(25
)
Acetyl Intermediates
12

 
2

 
(7
)
 
56

Other Activities  1
10

 
11

 
17

 
6

Total
43

 
(33
)
 
80

 
99

Depreciation and Amortization Expense 3
 
 
 
 
 
 
 
Advanced Engineered Materials
27

 
19

 
65

 
53

Consumer Specialties
9

 
8

 
27

 
28

Industrial Specialties
12

 
11

 
34

 
31

Acetyl Intermediates
25

 
23

 
75

 
72

Other Activities  1
4

 
3

 
10

 
9

Total
77

 
64

 
211


193

Business Operating EBITDA
 
 
 
 
 
 
 
Advanced Engineered Materials
59

 
60

 
196

 
182

Consumer Specialties
78

 
80

 
213

 
217

Industrial Specialties
42

 
36

 
117

 
84

Acetyl Intermediates
165

 
106

 
460

 
277

Other Activities  1
(28
)
 
(30
)
 
(102
)
 
(105
)
Total
316

 
252

 
884

 
655

Equity Earnings, Cost - Dividend Income and Other Income (Expense)
 
 
 
 
 
 
 
Advanced Engineered Materials
53

 
30

 
127

 
113

Consumer Specialties
—

 
1

 
80

 
74

Industrial Specialties
1

 
—

 
1

 
—

Acetyl Intermediates
3

 
4

 
7

 
7

Other Activities  1
1

 
(1
)
 
20

 
11

Total
58

 
34

 
235

 
205

Operating EBITDA
 
 
 
 
 
 
 
Advanced Engineered Materials
112

 
90

 
323

 
295

Consumer Specialties
78

 
81

 
293

 
291

Industrial Specialties
43

 
36

 
118

 
84

Acetyl Intermediates
168

 
110

 
467

 
284

Other Activities  1
(27
)
 
(31
)
 
(82
)
 
(94
)
Total
374

 
286

 
1,119

 
860

1 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies.
2 See Table 7 for details.
3 Excludes accelerated depreciation and amortization expense associated with plant closures included in Other Charges and Other Adjustments above. See Table 1A for details.



9


Table 1A
Reconciliation of Consolidated Net Earnings (Loss) to Operating EBITDA -
a Non-U.S. GAAP Measure - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
 
2010
 
2011
 
2010
Net earnings (loss) attributable to Celanese Corporation
167

 
145

 
512

 
319

(Earnings) loss from discontinued operations
—

 
2

 
(2
)
 
4

Interest income
(1
)
 
—

 
(2
)
 
(2
)
Interest expense
54

 
48

 
166

 
146

Refinancing expense
—

 
16

 
3

 
16

Income tax provision (benefit)
34

 
44

 
151

 
85

Depreciation and amortization expense 2
77

 
64

 
211

 
193

Other charges (gains), net 1
24

 
(36
)
 
39

 
47

Other adjustments 1
19

 
3

 
41

 
52

Operating EBITDA
374

 
286

 
1,119

 
860

Detail by Segment
 
 
 
 
 
 
 
Advanced Engineered Materials
112

 
90

 
323

 
295

Consumer Specialties
78

 
81

 
293

 
291

Industrial Specialties
43

 
36

 
118

 
84

Acetyl Intermediates
168

 
110

 
467

 
284

Other Activities 3
(27
)
 
(31
)
 
(82
)
 
(94
)
Operating EBITDA
374

 
286

 
1,119

 
860

1 See Table 7 for details.
2 Excludes accelerated depreciation and amortization expense associated with plant closures as detailed in the table below and included in Other adjustments above.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
2010
 
2011
 
2010
Advanced Engineered Materials
—

 
—

 
3

 
4

Consumer Specialties
—

 
1

 
7

 
1

Industrial Specialties
—

 
—

 
—

 
—

Acetyl Intermediates
—

 
—

 
—

 
20

Other Activities   3
—

 
1

 
—

 
1

Accelerated depreciation and amortization expense
—

 
2

 
10

 
26

Depreciation and amortization expense 2
77

 
64

 
211

 
193

Total depreciation and amortization expense
77

 
66

 
221

 
219

3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies.


 








10


Table 2
Factors Affecting Business Segment Net Sales - Unaudited

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010
 
Volume
Price
Currency
Other
Total
 
(In percentages)
Advanced Engineered Materials
5

 
7

 
5

 
5

(1)  
22

Consumer Specialties
(3
)
 
6

 
1

 
—

 
4

Industrial Specialties
—

 
15

 
5

 
—

 
20

Acetyl Intermediates
(2
)
 
23

 
5

 
—

 
26

Total Company
(1
)
 
17

 
5

 
(1
)
(2)  
20


Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010
 
Volume
Price
Currency
Other
Total
 
(In percentages)
Advanced Engineered Materials
4

 
8

 
4

 
5

(1)  
21

Consumer Specialties
—

 
5

 
1

 
—

 
6

Industrial Specialties
3

 
13

 
4

 
—

 
20

Acetyl Intermediates
(4
)
 
18

 
4

 
—

 
18

Total Company
(1
)
 
14

 
4

 
—

(2)  
17

1   Includes the effects of the two product lines acquired in May 2010 from DuPont Performance Polymers .
2   Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations.

Table 3
Cash Flow Information - Unaudited
 
Nine Months Ended
September 30,
(in $ millions)
2011
 
2010
Net cash provided by operating activities
481

 
363

Net cash provided by (used in) investing activities 1
(296
)
 
(381
)
Net cash used in financing activities
(224
)
 
(332
)
Exchange rate effects on cash
3

 
(20
)
Cash and cash equivalents at beginning of period
740

 
1,254

Cash and cash equivalents at end of period
704

 
884

1   2011 and 2010 include $174 and $219 million, respectively, of capital expenditures related to the Ticona Kelsterbach plant relocation. 2011 includes $158 million of cash proceeds related to the Ticona Kelsterbach plant relocation.


Table 4
Cash Dividends Received - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
 
2010
 
2011
 
2010
Dividends from equity investments
47

 
28

 
165

 
120

Dividends from cost investments
1

 
1

 
80

 
73

Total
48

 
29

 
245

 
193


11


Table 5
Net Debt - Reconciliation of a Non-U.S. GAAP Measure - Unaudited
(in $ millions)
As of
September 30,
2011
 
As of
December 31,
2010
Short-term borrowings and current installments of long-term debt - third party and affiliates
161

 
228

Long-term debt
2,893

 
2,990

Total debt
3,054

 
3,218

Less: Cash and cash equivalents
704

 
740

Net Debt
2,350

 
2,478


Table 6
Adjusted Earnings (Loss) Per Share - Reconciliation of a Non-U.S. GAAP Measure - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions, except share and per share data)
2011
 
2010
 
2011
 
2010
 
 
 
per
share
 
 
per
share
 
 
 
per
share
 
 
 
per
share
Earnings (loss) from continuing operations
167

 
1.05

 
147

 
0.93

 
510

 
3.21

 
323

 
2.04

Deduct: Income tax (provision) benefit
(34
)
 
 
 
(44
)
 
 
 
(151
)
 
 
 
(85
)
 
 
Earnings (loss) from continuing operations before tax
201

 
 
 
191

 
 
 
661

 
 
 
408

 
 
Other charges and other adjustments 1
43

 
 
 
(33
)
 
 
 
80

 
 
 
99

 
 
Refinancing - related expenses
(1
)
 
 
 
16

 
 
 
5

 
 
 
16

 
 
Adjusted earnings (loss) from continuing operations before tax
243

 
 
 
174

 
 
 
746

 
 
 
523

 
 
Income tax (provision) benefit on adjusted earnings 2
(41
)
 
 
 
(35
)
 
 
 
(127
)
 
 
 
(105
)
 
 
Less: Noncontrolling interests
—

 
 
 
—

 
 
 
—

 
 
 
—

 
 
Adjusted earnings (loss) from continuing operations
202

 
1.27

 
139

 
0.88

 
619

 
3.89

 
418

 
2.64

Diluted shares (in millions) 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
156.2

 
 
 
155.9

 
 
 
156.1

 
 
 
154.2

Assumed conversion of preferred stock
 
 
—

 
 
 
—

 
 
 
—

 
 
 
2.1

Dilutive restricted stock units
 
 
0.9

 
 
 
0.3

 
 
 
0.9

 
 
 
0.3

Dilutive stock options
 
 
1.9

 
 
 
1.7

 
 
 
2.0

 
 
 
1.8

Total diluted shares
 
 
159.0

 
 
 
157.9

 
 
 
159.0

 
 
 
158.4

1 See Table 7 for details.
2 The adjusted effective tax rate is 17% for the three and nine months ended September 30, 2011 and 20% for the three and nine months ended September 30, 2010.
3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.



 


12


Table 7
Other Charges and Other Adjustments - Reconciliation of a Non-U.S. GAAP Measure - Unaudited
Other Charges:
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
(in $ millions)
2011
 
2010
 
2011
 
2010
 
Employee termination benefits
5

 
17

 
18

 
26

 
Ticona Kelsterbach plant relocation
14

 
7

 
43

 
17

 
Plumbing actions
(2
)
 
(26
)
 
(6
)
 
(40
)
 
Insurance recoveries
—

 
(18
)
 
—

 
(18
)
 
Asset impairments
—

 
—

 
—

 
73

 
Plant/office closures
—

 
(1
)
 
—

 
4

 
Commercial disputes
7

 
(15
)
 
(15
)
 
(15
)
 
Other
—

 
—

 
(1
)
 
—

 
Total
24

 
(36
)
 
39

 
47

 
 
 
 
 
 
 
 
 
 
Other Adjustments: 1
 
 
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Income Statement
(in $ millions)
2011
 
2010
 
2011
 
2010
Classification
Business optimization
2

 
3

 
7

 
10

Cost of sales / SG&A
Ticona Kelsterbach plant relocation
5

 
(5
)
 
7

 
(7
)
Cost of sales
Plant closures
2

 
3

 
15

 
12

Cost of sales / SG&A
Contract termination
—

 
—

 
—

 
22

Cost of sales
(Gain) loss on disposition of assets
(1
)
 
—

 
(1
)
 
(14
)
(Gain) loss on disposition
Write-off of other productive assets
—

 
—

 
(1
)
 
17

Cost of sales
Commercial disputes
7

 
—

 
7

 
—

Cost of sales
Other
4

 
2

 
7

 
12

Various
Total
19

 
3

 
41

 
52

 
Total other charges and other adjustments
43

 
(33
)
 
80

 
99

 
1 These items are included in net earnings but not included in other charges.


 

13


Table 8
Equity Affiliate Results and Reconciliation of Operating Profit to Affiliate EBITDA -
a Non-U.S. GAAP Measure - Total - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
2010
 
2011
 
2010
Net Sales
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
428

 
393

 
1,232

 
1,143

Ticona Affiliates - Middle East 2
334

 
216

 
851

 
718

Infraserv Affiliates 3
540

 
473

 
1,597

 
1,491

Total
1,302

 
1,082

 
3,680

 
3,352

Operating Profit
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
56

 
51

 
151

 
179

Ticona Affiliates - Middle East 2
163

 
84

 
369

 
316

Infraserv Affiliates 3
33

 
23

 
100

 
70

Total
252

 
158

 
620

 
565

Depreciation and Amortization
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
20

 
22

 
57

 
63

Ticona Affiliates - Middle East 2
8

 
9

 
38

 
25

Infraserv Affiliates 3
29

 
25

 
84

 
75

Total
57

 
56

 
179

 
163

Affiliate EBITDA
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
76

 
73

 
208

 
242

Ticona Affiliates - Middle East 2
171

 
93

 
407

 
341

Infraserv Affiliates 3
62

 
48

 
184

 
145

Total
309

 
214

 
799

 
728

Net Income
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
39

 
32

 
103

 
107

Ticona Affiliates - Middle East 2
145

 
75

 
328

 
283

Infraserv Affiliates 3
16

 
20

 
66

 
55

Total
200

 
127

 
497

 
445

Net Debt
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
134

 
90

 
134

 
90

Ticona Affiliates - Middle East 2
(115
)
 
(68
)
 
(115
)
 
(68
)
Infraserv Affiliates 3
239

 
261

 
239

 
261

Total
258

 
283

 
258

 
283

1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011.
2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%).
3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%).


14



Table 8 (continued)
Equity Affiliate Results and Reconciliation of Proportional Operating Profit to Proportional Affiliate EBITDA - a Non-U.S. GAAP Measure - Celanese Proportional Share - Unaudited
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(in $ millions)
2011
2010
 
2011
 
2010
Proportional Net Sales
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
198

 
181

 
570

 
528

Ticona Affiliates - Middle East 2
84

 
55

 
213

 
180

Infraserv Affiliates 3
178

 
155

 
526

 
489

Total
460

 
391

 
1,309

 
1,197

Proportional Operating Profit
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
26

 
24

 
71

 
83

Ticona Affiliates - Middle East 2
41

 
21

 
92

 
79

Infraserv Affiliates 3
10

 
7

 
32

 
22

Total
77

 
52

 
195

 
184

Proportional Depreciation and Amortization
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
9

 
10

 
26

 
29

Ticona Affiliates - Middle East 2
2

 
2

 
10

 
6

Infraserv Affiliates 3
10

 
9

 
28

 
25

Total
21

 
21

 
64

 
60

Proportional Affiliate EBITDA
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
35

 
34

 
97

 
112

Ticona Affiliates - Middle East 2
43

 
23

 
102

 
85

Infraserv Affiliates 3
20

 
16

 
60

 
47

Total
98

 
73

 
259

 
244

Equity in Net Earnings of Affiliates (as reported in the Consolidated Statement of Operations)
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
18

 
14

 
48

 
50

Ticona Affiliates - Middle East 2
34

 
17

 
77

 
64

Infraserv Affiliates 3
5

 
6

 
21

 
17

Total
57

 
37

 
146

 
131

Proportional Affiliate EBITDA in Excess of Equity in Net Earnings of Affiliates
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
17

 
20

 
49

 
62

Ticona Affiliates - Middle East 2
9

 
6

 
25

 
21

Infraserv Affiliates 3
15

 
10

 
39

 
30

Total
41

 
36

 
113

 
113

Proportional Net Debt
 
 
 
 
 
 
 
Ticona Affiliates - Asia 1
60

 
40

 
60

 
40

Ticona Affiliates - Middle East 2
(29
)
 
(17
)
 
(29
)
 
(17
)
Infraserv Affiliates 3
79

 
87

 
79

 
87

Total
110

 
110

 
110

 
110

1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011.
2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%).
3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%).
 


15


Exhibit 99.2
Celanese 3Q 2011 Earnings
Conference Call / Webcast
Tuesday, October 25, 2011 10:00 a.m. ET
Dave Weidman, Chairman and Chief Executive Officer
Steven Sterin, Senior Vice President and Chief Financial Officer
CE
Listed
NYSE
1









Forward looking statements
Reconciliation and use of non-GAAP measures to U.S. GAAP
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,” “may,” “can,” “could,” “might,” “will” 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; market acceptance of our technology; the ability to obtain governmental approvals and to construct facilities on terms and schedule acceptable to the company; changes in the degree of intellectual property and other legal protection afforded to our products; compliance and other costs and potential disruption or interruption of production or operations due to accidents, cyber security incidents, terrorism or political unrest or other unforeseen events or delays in construction or operation 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.

Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP
This presentation reflects the following performance measures: operating EBITDA, business operating EBITDA, affiliate EBITDA and proportional affiliate EBITDA, adjusted earnings per share, and net debt as non-U.S. GAAP measures. These measurements are not recognized in accordance with U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA and business operating EBITDA is net income; for proportional affiliate EBITDA is equity in net earnings of affiliates; for affiliate EBITDA is operating profit; for adjusted earnings per share is earnings per common share-diluted; and for net debt is total debt.

Use of Non-U.S. GAAP Financial Information
Operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes, and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7. We present operating EBITDA because we consider it an important supplemental measure of our operations and financial performance. We believe that operating EBITDA is more reflective of our operations as it provides transparency to investors and enhances period-to-period comparability of our operations and financial performance. Operating EBITDA is one of the measures management uses for its planning and budgeting process to monitor and evaluate financial and operating results and for the company's incentive compensation plan. Operating EBITDA should not be considered as an alternative to net income determined in accordance with U.S. GAAP. 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.
Business operating EBITDA is defined by the company as net earnings less interest income plus loss (earnings) from discontinued operations, interest expense, taxes and depreciation and amortization, and further adjusted for Other Charges and Adjustments as described in Table 7, less equity in net earnings of affiliates, dividend income from cost investments and other (income) expense. This supplemental performance measure reflects the operating results of the company's operations without regard to the financial impact of its equity and cost investments.
Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. Proportional affiliate EBITDA is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider proportional affiliate EBITDA as an additional measure of operating results.
Adjusted earnings per share is a measure used by management to measure performance. It is defined by the company as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We may provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a U.S. GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. Note: The income tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year. This range may include certain partial or full-year forecasted tax opportunities, where applicable, and specifically excludes 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 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 given future period.
Net debt is defined by the company as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. Proportional net debt is defined as our proportionate share of our affiliates' net debt.
Adjusted free cash flow is defined by the company as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality.

Results Unaudited
The results presented in this presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.
2






Dave Weidman
Chairman and Chief Executive Officer
3






Celanese Corporation 3Q 2011 highlights
in millions (except EPS)
3rd Qtr 2011
3rd Qtr 2010
Net Sales
$
1,807

$
1,506

Proportional Net Sales from Affiliates
$
460

$
391

Total:
$
2,267

$
1,897

Operating Profit/(Loss)
$
196

$
221

Adjusted EPS
$
1.27

$
0.88

Operating EBITDA
$
374

$
286

Affiliate EBITDA in excess of Equity in net earnings of affiliates*
$
41

$
36

Total:
$
415

$
322

Third Quarter 2011:
Record third quarter revenue, adjusted EPS and operating EBITDA
Revenue growth and sustained margins driven by strong global demand, higher pricing and currency
*See slides 21 and 22 for equity affiliate unaudited results and Celanese proportional share
4








Value equation for Celanese

Geographic Growth                10-15% sustained earnings growth
Innovation                    Relatively higher margins            
Productivity                    Modest earnings volatility
Portfolio Enhancements                High capital return

Earnings Growth of Current Businesses
Accelerated Revenue Growth            
Target: 100 to 200bps faster than global GDP
Geographic position
Innovative applications
High Operating Leverage
Target: 30% + margin on incremental revenue
Leading technologies
Culture of productivity

On track to deliver 2013 adjusted EPS of >$6.00
5






Steven Sterin
Senior Vice President and Chief Financial Officer
6






Advanced Engineered Materials

in millions
3rd Qtr 2011
3rd Qtr 2010
Factors affecting change in Net Sales
Net Sales
$
332

$
271

Volume
5
%
Operating EBITDA
$
112

$
90

Price
7
%
 
 
 
Currency
5
%
 
 
 
Other
5
%
 
 
 
Total
22
%

3rd Quarter 2011:
Record quarter driven by higher volumes, value-in-use pricing and favorable currency
Successful startup of new polyacetal (POM) facility in Germany
Higher pricing, volumes and increased earnings from affiliates more than offset increased raw materials and investments for future growth
Outlook:
Equity earnings expected to be impacted by a planned Q4 major turnaround in an Asian affiliate (expected $10 - 15 million negative sequential impact)
Year-over-year earnings growth with normal Q4 seasonality
7




Consumer Specialties
in millions
3rd Qtr 2011
3rd Qtr 2010
Factors affecting change in Net Sales
Net Sales
$
298

$
288

Volume
(3
)%
Operating EBITDA
$
78

$
81

Price
6
 %
 
 
 
Currency
1
 %
 
 
 
Other
—
 %
 
 
 
Total
4
 %

3rd Quarter 2011:
Higher pricing more than offset higher raw material and energy costs and slightly lower volumes
Lower volumes in Acetate related to temporary manufacturing outage
Outlook:
Strong fundamentals expected to deliver similar stable performance
Higher volumes offset by continued rise in energy costs
8






Industrial Specialties
in millions
3rd Qtr 2011
3rd Qtr 2010
Factors affecting change in Net Sales
Net Sales
$
332

$
276

Volume
—
%
Operating EBITDA
$
43

$
36

Price
15
%
 
 
 
Currency
5
%
 
 
 
Other
—
%
 
 
 
Total
20
%

3rd Quarter 2011:
Strong results with continued mix improvement from innovative applications, particularly in Asia
Revenue growth driven by higher pricing on improved product mix and currency
Pricing actions successfully offset higher raw material costs
Outlook:
Expected seasonality in volumes in Q4
Improved product mix and successful pricing actions continue to drive year-over-year earnings growth and sustained margins
9







Acetyl Intermediates

in millions
3rd Qtr 2011
3rd Qtr 2010
Factors affecting change in Net Sales
Net Sales
$
975

$
777

Volume
(2
)%
Operating EBITDA
$
168

$
110

Price
23
 %
 
 
 
Currency
5
 %
 
 
 
Other
—
 %
 
 
 
Total
26
 %

3rd Quarter 2011:
Improved results on continued strong global demand for acetic acid and
down-stream derivative products
Elevated industry utilization rates continued from planned and unplanned production outages of multiple acetyl producers
Technology-differentiated cost curve remains resilient, driving margin expansion for Celanese
Volumes slightly lower than previous year due to Q2 planned turnaround

Outlook:
Industry utilization rates expected to return to first quarter 2011 levels in the fourth quarter (~80%)
Operating EBITDA margins expected to moderate to normalized levels (mid-teens %) in Q4
10





Affiliate performance
Strategic affiliates provide growth in emerging markets and economic raw material hedge
3rd Quarter 2011: equity affiliates contributed $57 million to earnings with an additional $41 million Proportional
Affiliate EBITDA in excess of equity in net earnings not included in Celanese’s Operating EBITDA

Income Statement
YTD 2011    $226
YTD 2010    $204
Dividends from Cost Investments
Earnings from Equity Affiliates

Earnings and Proportional EBITDA
YTD 2011
$259
YTD 2010
$244
Proportional Affiliate EBITDA in Excess of Equity Earnings
Earnings from Equity Affiliates
11






Free cash flow 3rd Quarter 2011
Adjusted Free Cash Flow
$ in millions
3rd Qtr 2011
3rd Qtr 2010
Net cash provided by operating activities
$
165

$
144

Adjustments to operating cash for discontinued operations
$
5

$
(3
)
Net cash provided by operating activities from continuing operations
$
170

$
141

Less: Capital expenditures
$
(90
)
$
(44
)
Add: Other charges and adjustments
$
39

$
(3
)
Adjusted Free Cash Flow
$
119

$
94


Sustained 2011 cash generation driven by higher earnings and strong fiscal discipline
Continued to invest to support future earnings growth with higher capital expenditures and increased working capital

1 Amounts primarily associated with Fraport related cash expenses, and purchases of other productive assets that are classified as ‘investing activities’ for U.S. GAAP purposes
2 Excludes Ticona Kelsterbach expansion capital expenditures, Fraport cash proceeds and VAT
12







Strong cash generation continues throughout economic cycle

Available Cash
$ in millions
2011E Adjusted Free Cash Outflows (off EBITDA Base)
$ in millions
Cash (as of 09/30/2011)
$704
Cash Taxes
$80 - $100
Operating Cash
~($100 - $200)
Capital Expenditures
$350 - $375
Cash Available for Strategic Purposes
~$550
Reserve/Other
$80 - $100
 
 
Net Interest
$220 - $230
 
 
Pension
$130 - $150
 
 
Working Capital
$140 - $160
 
 
Adjusted Free Cash Outflows*
$1,000 - $1,115

Capital expenditures reflect announced acceleration of industrial ethanol opportunities
Full year debt service and dividend expected to be $230-240 million
Share repurchases of $28 million through Q3
*Excludes Ticona Kelsterbach expansion cash flows
13






Increasingly advantaged portfolio drives 2011 earnings improvement
Advanced Engineered Materials
2x to 3x GDP revenue growth
Strong earnings conversion
Robust technology-rich pipeline
Consumer Specialties
Continued earnings growth
Strong operating margins
Growth opportunities in Asia
Industrial Specialties
Nanjing VAE capacity expansion
Higher margin new products
High growth EVA applications
Acetyl Intermediates
Growth in Asia
Process innovation and productivity
High industry utilization rates through 2011
Increased 2011 outlook
Now expected ~280 million Operating EBITDA improvement vs. 2010

Now expect ~$1.30 adjusted EPS improvement in 2011 vs. 2010
Prior outlook: Operating EBITDA improvement of at least $275 million and adjusted earnings per share improvement of $1.20 vs. 2010
14





Appendix
Notes:
References on the following slides to tables correspond to the tables included with Celanese press release dated October 25, 2011
15







Reg G: Segment data and reconciliation of operating profit (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1)

Three Months Ended            
September 30,            
(in $ millions)    2011    2010            2011    2010    
Net Sales                            
Advanced Engineered Materials     332      271         Business Operating EBITDA            
Consumer Specialties     298      288         Advanced Engineered Materials     59      60     
Industrial Specialties     332      276         Consumer Specialties     78      80     
Acetyl Intermediates     975      777         Industrial Specialties     42      36     
Other Activities 1     -      -         Acetyl Intermediates     165      106     
Intersegment eliminations     (130)     (106)        Other Activities 1     (28)     (30)    
Total     1,807      1,506         Total     316      252     
Operating Profit (Loss)                Equity Earnings, Cost - Dividend Income and Other Income (Expense)            
Advanced Engineered Materials     14      63         Advanced Engineered Materials     53      30     
Consumer Specialties     66      71         Consumer Specialties     -      1     
Industrial Specialties     30      50         Industrial Specialties     1      -     
Acetyl Intermediates     128      81         Acetyl Intermediates     3      4     
Other Activities 1     (42)     (44)        Other Activities 1     1      (1)    
Total     196      221         Total     58      34     
Other Charges and Other Adjustments 2                Operating EBITDA            
Advanced Engineered Materials     18      (22)        Advanced Engineered Materials     112      90     
Consumer Specialties     3      1         Consumer Specialties     78      81     
Industrial Specialties     -      (25)        Industrial Specialties     43      36     
Acetyl Intermediates     12      2         Acetyl Intermediates     168      110     
Other Activities 1     10      11         Other Activities 1     (27)     (31)    
Total     43      (33)        Total     374      286     
Depreciation and Amortization Expense 3                            
Advanced Engineered Materials     27      19                     
Consumer Specialties     9      8                     
Industrial Specialties     12      11                     
Acetyl Intermediates     25      23                     
Other Activities 1     4      3                     
Total     77      64                     
                            
1 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies.                            
2 See Table 7 for details.                            
3 Excludes accelerated depreciation and amortization expense associated with plant closures included in Other Charges and Other Adjustments above. See Table 1A for details.                             
16                             






Reg G: Reconciliation of consolidated net earnings (loss) to operating EBITDA - a non-U.S. GAAP measure – unaudited (Table 1A)
Three Months Ended        
September 30,        
(in $ millions)    2011    2010    
Net earnings (loss) attributable to Celanese Corporation     167      145     
(Earnings) loss from discontinued operations     -      2     
Interest income     (1)     -     
Interest expense     54      48     
Refinancing expense     -      16     
Income tax provision (benefit)     34      44     
Depreciation and amortization expense 2     77      64     
Other charges (gains), net 1     24      (36)    
Other adjustments 1     19      3     
Operating EBITDA     374      286     
Detail by Segment            
Advanced Engineered Materials     112      90     
Consumer Specialties     78      81     
Industrial Specialties     43      36     
Acetyl Intermediates     168      110     
Other Activities 3     (27)     (31)    
Operating EBITDA     374      286     
1 See Table 7 for details.            
2 Excludes accelerated depreciation and amortization expense associated with plant closures as detailed in the table below and included in Other adjustments above.            
Three Months Ended        
September 30,        
(in $ millions)    2011    2010    
Advanced Engineered Materials     -      -     
Consumer Specialties     -      1     
Industrial Specialties     -      -     
Acetyl Intermediates     -      -     
Other Activities 3     -      1     
Accelerated depreciation and amortization expense     -      2     
Depreciation and amortization expense 2     77      64     
Total depreciation and amortization expense     77      66     
3 Other Activities includes corporate selling, general and administrative expenses and the results from captive insurance companies.    
17         
        







Reg G: Adjusted earnings (loss) per share - reconciliation of a non-U.S. GAAP measure – unaudited (Table 6)
Three Months Ended                
September 30,                
(in $ millions, except share and per share data)    2011        2010        
"per
share"        per share    
Earnings (loss) from continuing operations     167     1.05      147     0.93     
Deduct: Income tax (provision) benefit     (34)         (44)        
Earnings (loss) from continuing operations                    
before tax     201          191         
Other charges and other adjustments 1     43          (33)        
Refinancing - related expenses     (1)         16         
Adjusted earnings (loss) from continuing                    
operations before tax     243          174         
Income tax (provision) benefit on adjusted earnings 2     (41)         (35)        
Less: Noncontrolling interests     -          -         
Adjusted earnings (loss) from continuing                    
operations     202      1.27      139      0.88     
                    
Diluted shares (in millions) 3                    
Weighted average shares outstanding          156.2          155.9     
Assumed conversion of preferred stock         -          -     
Dilutive restricted stock units         0.9          0.3     
Dilutive stock options         1.9          1.7     
Total diluted shares         159.0          157.9     
1 See Table 7 for details.                    
2 The adjusted effective tax rate is 17% for the three and nine months ended September 30, 2011 and 20% for the three and nine months ended September 30, 2010.                     
3 Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.                    
18




Reg G: Other charges and other adjustments - reconciliation of a non-U.S. GAAP measure – unaudited (Table 7)
Other Charges:                    
Three Months Ended            
September 30,            
(in $ millions)        2011    2010        
Employee termination benefits         5      17         
Ticona Kelsterbach plant relocation         14      7         
Plumbing actions         (2)     (26)        
Insurance recoveries         -      (18)        
Asset impairments         -      -         
Plant/office closures         -      (1)        
Commercial disputes         7      (15)        
Other         -      -         
Total          24      (36)        
                    
Other Adjustments: 1                    
Three Months Ended            Income
September 30,            Statement
(in $ millions)        2011    2010        Classification
Business optimization         2      3         Cost of sales / SG&A
Ticona Kelsterbach plant relocation         5      (5)        Cost of sales
Plant closures         2      3         Cost of sales / SG&A
Contract termination         -      -         Cost of sales
(Gain) loss on disposition of assets         (1)     -         (Gain) loss on disposition
Write-off of other productive assets         -      -         Cost of sales
Commercial disputes         7      -         Cost of sales
Other         4      2         Various
Total          19      3         
                    
Total other charges and other adjustments         43      (33)        
1 These items are included in net earnings but not included in other charges.                    
19




Reg G: 3Q 2011 Other charges and other adjustments by segment - reconciliation of a non-U.S. GAAP measure - unaudited
Income
Statement
AEM    CS    IS    AI    Other    Total        Classification
1      (2)         2      4      5         
-         
14                      14         
(2)                     (2)        
-         
-         
3      4      7         
-         
Total other charges     13      (2)     -      5      8      24         
                                
                                
2      2         Cost of Sales / SG&A
5                      5         Cost of Sales
1          1          2         Cost of Sales / SG&A
-         Cost of Sales
(1)         (1)        (Gain) loss on disposition
-         Cost of Sales
7          7         Cost of Sales
4          -          4         Various 1
Total other adjustments     5      5      -      7      2      19         
18      3      -      12      10      43         
                                
The following summarizes the income statement classification of the other adjustments:                                
                                
Cost of Sales          4                  4         
Selling, General & Administrative                         -         
Equity in net (earnings) loss of affiliates                          -         
Other income/expense, net                         -         
                                
Total other     -      4      -      -      -      4         
                                
20




Reg G: Equity affiliate results and reconciliation of operating profit to affiliate EBITDA - a non-U.S. GAAP measure - total - unaudited (Table 8)
Three Months Ended            Nine Months Ended    
September 30,            September 30,    
(in $ millions)        2011    2010        2011    2010
Net Sales                        
Ticona Affiliates - Asia 1     428      393          1,232      1,143
Ticona Affiliates - Middle East 2     334      216          851      718
Infraserv Affiliates 3     540      473          1,597      1,491
Total     1,302      1,082          3,680      3,352
                        
Operating Profit                        
Ticona Affiliates - Asia 1     56      51          151      179
Ticona Affiliates - Middle East 2     163      84          369      316
Infraserv Affiliates 3     33      23          100      70
Total     252      158          620      565
                        
Depreciation and Amortization                         
Ticona Affiliates - Asia 1     20      22          57      63
Ticona Affiliates - Middle East 2     8      9          38      25
Infraserv Affiliates 3     29      25          84      75
Total     57      56          179      163
                        
Affiliate EBITDA                        
Ticona Affiliates - Asia 1     76      73          208      242
Ticona Affiliates - Middle East 2     171      93          407      341
Infraserv Affiliates 3     62      48          184      145
Total     309      214          799      728
                        
Net Income                        
Ticona Affiliates - Asia 1     39      32          103      107
Ticona Affiliates - Middle East 2     145      75          328      283
Infraserv Affiliates 3     16      20          66      55
Total     200      127          497      445
                        
Net Debt                        
Ticona Affiliates - Asia 1     134      90          134      90
Ticona Affiliates - Middle East 2     (115)     (68)         (115)     (68)
Infraserv Affiliates 3     239      261          239      261
Total     258      283          258      283
1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011.                        
2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (Ibn Sina) (25%).                        
3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%).                        
21





Reg G: Equity affiliate results and reconciliation of proportional operating profit to proportional affiliate EBITDA - a non-U.S. GAAP measure - Celanese proportional share – unaudited (Table 8 continued)


Three Months Ended            Nine Months Ended    
September 30,            September 30,    
(in $ millions)        2011    2010        2011    2010
Proportional Net Sales                        
Ticona Affiliates - Asia 1     198      181          570      528
Ticona Affiliates - Middle East 2     84      55          213      180
Infraserv Affiliates 3     178      155          526      489
Total     460      391          1,309      1,197
                        
Proportional Operating Profit                        
Ticona Affiliates - Asia 1     26      24          71      83
Ticona Affiliates - Middle East 2     41      21          92      79
Infraserv Affiliates 3     10      7          32      22
Total     77      52          195      184
                        
Proportional Depreciation and Amortization                         
Ticona Affiliates - Asia 1     9      10          26      29
Ticona Affiliates - Middle East 2     2      2          10      6
Infraserv Affiliates 3     10      9          28      25
Total     21      21          64      60
                        
Proportional Affiliate EBITDA                        
Ticona Affiliates - Asia 1     35      34          97      112
Ticona Affiliates - Middle East 2     43      23          102      85
Infraserv Affiliates 3     20      16          60      47
Total     98      73          259      244
                        
Equity in net earnings of affiliates (as reported in the Consolidated Statement of Operations)                        
Ticona Affiliates - Asia 1     18      14          48      50
Ticona Affiliates - Middle East 2     34      17          77      64
Infraserv Affiliates 3     5      6          21      17
Total     57      37          146      131
                        
                        
Proportional Affiliate EBITDA in excess of Equity in net earnings of affiliates                        
Ticona Affiliates - Asia 1     17      20          49      62
Ticona Affiliates - Middle East 2     9      6          25      21
Infraserv Affiliates 3     15      10          39      30
Total     41      36          113      113
                        
Proportional Net Debt                        
Ticona Affiliates - Asia 1     60      40          60      40
Ticona Affiliates - Middle East 2     (29)     (17)         (29)     (17)
Infraserv Affiliates 3     79      87          79      87
Total     110      110          110      110
1 Ticona Affiliates - Asia accounted for using the equity method includes Polyplastics (45%), Korean Engineering Plastics (50%), Fortron Industries (50%), Una SA (50%). Una SA was divested during the three months ended March 31, 2011.                        
2 Ticona Affiliates - Middle East accounted for using the equity method includes National Methanol Company (IBN Sina) (25%).                        
3 Infraserv Affiliates accounted for using the equity method includes Infraserv Hoechst (32%), Infraserv Gendorf (39%) and Infraserv Knapsack (27%).
22