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) :     August 9, 2005

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) 901-4500

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))



Item 2.02    Results of Operations and Financial Condition

On August 9, 2005, Celanese Corporation (the " Company ") issued a press release reporting the financial results for its second quarter 2005. 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 August 9, 2005, David N. Weidman, President and Chief Executive Officer of the Company, and Corliss Nelson, Executive Vice President and Chief Financial Officer of the Company, made a presentation to investors and analysts via webcast and teleconference hosted by the Company. A copy of the slide presentation posted during the webcast and teleconference is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Additionally, the Company has posted the slide presentation on its website at www.celanese.com under the Investor/Investor Webcast section.

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.

Item 9.01    Financial Statements and Exhibits.

(c) Exhibits


Exhibit Number Description
99.1 Press Release dated August 9, 2005  
99.2 Slide Presentation dated August 9, 2005  



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/ Corliss J. Nelson
       Name:Corliss J. Nelson
       Title: Executive Vice President and
                Chief Financial Officer

Date: August 9, 2005




Exhibit Index


Exhibit Number Description
99.1 Press Release dated August 9, 2005
99.2 Slide Presentation dated August 9, 2005



Celanese Corporation Reports Strong Second Quarter Results:
Basic EPS, Diluted Adjusted EPS and Adjusted EBITDA Exceed Previous Guidance;
Company Raises Guidance for Full Year

Second Quarter Highlights:

•  Sales increase 23% from prior year on higher pricing and Vinamul emulsions acquisition
•  Operating profit rises significantly on margin expansion in Chemical Products
•  Basic EPS is $0.41; diluted adjusted EPS is $0.53
•  Adjusted EBITDA increases 51% to $283 million
•  Third quarter diluted adjusted EPS guidance set at $0.45 to $0.50
•  Full year 2005 diluted adjusted EPS guidance raised to $1.90 to $2.00

in $ millions, except per share data Q2 2005 Q2 2004
Net sales   1,517     1,229  
Operating profit   152     25  
Net earnings (loss)   67     (125
Basic EPS   0.41     n.m.  
Diluted Adjusted EPS   0.53     n.m.  
Adjusted EBITDA   283     188  

DALLAS, August 9, 2005 – Celanese Corporation (NYSE:CE) today reported net sales rose 23% to $1,517 million for the second quarter compared to the same period last year primarily on higher pricing, mainly in Chemical Products, and sales of the recently acquired Vinamul emulsions business, which closed in the first quarter of 2005.

Operating profit rose significantly to $152 million versus $25 million last year on margin expansion, principally driven by higher pricing and productivity improvements. These effects more than offset higher raw material and energy costs, mainly for ethylene and natural gas, and higher special charges. Operating profit in 2004 included a $49- million charge for a non-cash inventory-related purchase accounting adjustment.

Basic earnings per share were $0.41 and included $27 million, pretax, in special charges primarily for an additional non-cash impairment charge related to the company's previously announced planned exit from Ticona's cyclo-olefin copolymer (COC) business. A $14-million favorable impact on the company's non-operating foreign exchange position was also included in the results for the quarter.

Excluding special charges and the non-operating foreign exchange gain, diluted adjusted earnings per share were $0.53, above the company's guidance range of $0.39 to $0.44 per share. Adjusted EBITDA rose to $283 million on margin expansion, productivity improvements, and the non-operating foreign exchange gain and was higher than the company's previous guidance of between $235 million and $245 million.

"Celanese had an outstanding quarter, reflecting strong industry dynamics and our team's success in positioning our market leading businesses for improved growth and profitability," said David Weidman, president and chief executive officer. "As we continue to deliver on our strategy, we are positive about the company's outlook through 2007."

Recent Business Highlights:

•  Completed the acquisition of Acetex Corporation in July to strengthen Celanese's positioning in acetyls chemicals. Acetex debt is expected to be retired primarily with cash on hand in August.
•  Began purchasing methanol from Southern Chemical Corporation in an arrangement that is expected to yield significant savings.

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•  Realized savings from restructuring and productivity improvements during the quarter in all business segments. Discontinued production of certain acetate flake and filament operations and relocated the Acetate Products headquarters to Dallas. Announced closure and relocation of the Bedminster, N.J., financial functions to Dallas by mid-2006.
•  Announced intention to build a state-of-the-art vinyl acetate ethylene and conventional emulsion polymer facility in China. Startup is targeted for the first half of 2007.
•  Announced plans to construct a world-scale plant in Asia for the manufacture of GUR® ultra high molecular weight polyethylene. Production is expected to begin in the second half of 2007.
•  Continued to focus the product portfolio by exiting non-strategic businesses, such as the high performance polymer polybenzamidazole (PBI), Vectran polymer fiber, and emulsion powders.
•  Adopted a policy to pay common stockholders a dividend of $0.16 per share annually, or 1%, based on the initial public offering price of $16. Declared the first quarterly dividend of $0.04 per share to be paid on August 11, 2005.

Equity and Cost Investments

Dividends from equity and cost investments increased in the quarter to $17 million from $13 million in 2004. Equity in net earnings of affiliates decreased by $6 million to $12 million compared to the same quarter last year primarily due to the unfavorable performance of the Estech venture, a producer of neopolyol esters in Oberhausen, Germany.

"Our equity and cost investments are strong cash generators and we expect that cash dividends will increase to approximately $45 million in the third quarter," said C. J. Nelson, chief financial officer and executive vice president. "We, therefore, expect that dividends for the full year 2005 will now total between $120 million to $130 million, higher than the $90 million to $100 million we forecasted at the beginning of the year and significantly more than the $77 million we received in 2004." The increase is primarily driven by dividends from Ibn Sina, a Saudi Arabian cost investment in which Celanese owns 25%.

Second Quarter Segment Overview

Chemical Products

Chemical Products' net sales increased 34% to $1,085 million compared to the same period last year on significantly higher pricing, sales of Vinamul and favorable currency movements. Major business lines continued to operate at high utilization rates while volumes declined for non-core derivative products. Pricing increased for most products, particularly vinyl acetate, acetic acid and acetate esters, driven by continued strong demand, high utilization rates across the industry and higher raw material costs, mainly for ethylene and natural gas.

Earnings from continuing operations before tax and minority interests increased to $149 million from $34 million on higher pricing and productivity improvements, which were partly offset by higher raw material costs. Earnings of $34 million in 2004 included a $15-million charge for a non-cash inventory-related purchase accounting adjustment.

Technical Polymers Ticona

Ticona's net sales increased 1% to $223 million compared to the same period last year on higher pricing and favorable currency movements. Pricing rose as previously announced price increases took effect. Volumes declined largely for polyacetal (POM) due to weakness in the automotive sector, primarily in Europe, and on reduced sales for lower-end applications.

Earnings from continuing operations before tax and minority interests decreased to $22 million from $26 million as higher pricing, cost savings and dividend income from cost investments did not

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fully offset $20 million in special charges, primarily for the impairment of the COC business, lower volumes and higher raw material costs. Earnings in 2004 included an $18-million charge for a non-cash inventory-related purchase accounting adjustment.

Acetate Products

Net sales for Acetate Products increased by 6% to $183 million compared to the same period last year on higher pricing and volumes. Pricing increased for all business lines while volumes increased mainly on higher flake sales to the company's recently expanded China tow ventures.

Earnings from continuing operations before tax and minority interests decreased to $12 million from $14 million in the same period last year. Higher pricing and savings from restructuring and productivity improvements were more than offset by increased raw material and energy costs as well as temporarily higher manufacturing costs, resulting from a realignment of production and inventory levels as part of the acetate restructuring strategy.

Performance Products

Net sales for Performance Products increased by 4% to $47 million compared to the same period last year mainly as the result of favorable currency effects and modest volume increases. Pricing for Sunett ® sweetener declined, consistent with the company's positioning strategy for the product while pricing for sorbates continued to improve.

Earnings from continuing operations before tax and minority interests increased to $14 million from $1 million last year, which included a $12-million charge for a non-cash inventory-related purchase accounting adjustment. The increase in earnings resulted from favorable currency movements, improved sorbates performance and productivity improvements.

Other Activities

Other Activities primarily consists of corporate center costs, including financing and administrative activities, and certain other operating entities, including the captive insurance companies.

Net sales for Other Activities decreased to $8 million from $11 million in the same quarter last year primarily due to the sale of the PBI and the Vectran product lines in the second quarter of 2005. Loss from continuing operations before tax and minority interests improved to a loss of $74 million from a loss of $179 million in the same period last year. This was primarily due to the expensing in 2004 of $71 million in deferred financing costs for the prepayment of the senior subordinated bridge loan facilities. Also contributing to this decrease was a $40-million favorable change in our foreign currency position.

Liquidity

As of June 30, 2005, the company had total debt of $3,393 million and cash and cash equivalents of $959 million. Net debt (total debt less cash and cash equivalents) decreased to $2,434 million from $2,549 million as of December 31, 2004, due to an increase in cash and cash equivalents of $121 million primarily from cash provided by operations.

In July 2005, the company completed the acquisition of Acetex Corporation and paid approximately $270 million with cash on hand for the shares and assumed approximately $235 million in debt, net of cash acquired, consisting mainly of the Acetex 10-7/8% senior notes due 2009, which will be redeemed on August 19, 2005 primarily with cash on hand. A premium of approximately $15 million will be incurred with the early redemption of the notes.

Outlook

Based on strong second quarter results and the expectation that global GDP will remain strong in the second half of the year, the company raised its full year 2005 diluted adjusted earnings per share guidance to $1.90 to $2.00. Third quarter diluted adjusted earnings per share are expected to be between $0.45 and $0.50.

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The company's outlook considers the expected impact on pricing as the acetyls market absorbs the industry capacity expansions planned for the second half of 2005. The company has now included the expected positive impact of the recently completed Acetex acquisition in its forecasts for 2005. Previous company guidance for the year was between $1.64 and $1.69 per share and did not include any impact from Acetex.

"While the Acetex acquisition is accretive in the second half of 2005, the bulk of the increase in our guidance is due to the ongoing strength of our businesses," said Weidman.

Adjusted EBITDA is expected to be between $240 million and $260 million for the third quarter and between $1,060 million and $1,090 million for the full year, an increase from the $960 million to $1,000 million forecasted previously.

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 "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company's control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the company's Annual Report on Form 10K. 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.

Successor

Successor represents Celanese Corporation's financial position as of June 30, 2005 and December 31, 2004 and its consolidated results of operations for the three months and six months ended June 30, 2005 and three months ended June 30, 2004. These consolidated financial statements reflect the application of purchase accounting relating to the acquisition of Celanese AG and preliminary purchase accounting adjustments relating to the acquisition of Vinamul.

Predecessor

Predecessor represents Celanese AG's consolidated results of its operations for the three months ended March 31, 2004. These results relate to a period prior to the acquisition of Celanese AG and present Celanese AG's historical basis of accounting without the application of purchase accounting.

The results of the Successor are not comparable to the results of the Predecessor due to the difference in the basis of presentation of purchase accounting as compared to historical cost and different accounting policies.

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

This release reflects three performance measures, net debt, adjusted EBITDA, and diluted adjusted earnings per share as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for net debt is total debt; for adjusted EBITDA is net earnings (loss); and for diluted adjusted earnings per share is diluted earnings (loss) per share. For a reconciliation of these non-U.S. GAAP measures to U.S. GAAP figures, see the accompanying schedules to this release.

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Use of Non-U.S. GAAP Financial Information

Adjusted EBITDA, a measure used by management to measure performance, is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization, and further adjusted for certain cash and non-cash charges. Our management believes adjusted 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. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net earnings 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 adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, adjusted 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. Net debt is defined as total debt less cash and cash equivalents. Our management uses net debt to evaluate the Company's capital structure. Diluted adjusted net earnings per share is defined as income available to common shareholders plus preferred dividends, adjusted for special and one-time expenses and divided by the number of basic common and diluted preferred shares outstanding as of June 30, 2005. We believe that the presentation of all of the non-U.S. GAAP information 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.

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

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Consolidated Statements of Operations


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Net sales   1,517     1,229     3,026     2,472  
Cost of sales   (1,175   (1,058   (2,300   (2,060
Gross profit   342     171     726     412  
Selling, general and administrative expense   (136   (125   (297   (262
Research and development expense   (23   (22   (46   (45
Special charges:                        
Insurance recoveries associated with plumbing cases   4     2     4     2  
Restructuring, impairment and other special charges   (31   (1   (69   (29
Foreign exchange gain (loss), net   (1       2      
Loss on disposition of assets   (3       (2   (1
Operating profit   152     25     318     77  
Equity in net earnings of affiliates   12     18     27     30  
Interest expense   (68   (130   (244   (136
Interest income   9     7     24     12  
Other income (expense), net   18     (24   21     (15
Earnings (loss) from continuing operations before tax and minority interests   123     (104   146     (32
Income tax provision   (43   (10   (51   (27
Earnings (loss) from continuing operations before minority interests   80     (114   95     (59
Minority interests   (13   (10   (38   (10
Earnings (loss) from continuing operations   67     (124   57     (69
Earnings (loss) from operation of discontinued operations (including gain on disposal of discontinued operations)       (1       8  
Related income tax benefit               14  
Earnings (loss) from discontinued operations       (1       22  
Net earnings (loss)   67     (125   57     (47

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Consolidated Balance Sheets


in $ millions June 30
2005
Dec 31
2004
ASSETS            
Current assets:            
Cash and cash equivalents   959     838  
Receivables, net:            
Trade receivables, net - third party and affiliates   955     866  
Other receivables   523     670  
Inventories   586     618  
Deferred income taxes   75     71  
Other assets   106     86  
Assets of discontinued operations   3     2  
Total current assets   3,207     3,151  
Investments   543     600  
Property, plant and equipment, net   1,756     1,702  
Deferred income taxes   36     54  
Other assets   652     756  
Goodwill   813     747  
Intangible assets, net   389     400  
Total assets   7,396     7,410  
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            
Current liabilities:            
Short-term borrowings and current installments of long-term debt   140     144  
Accounts payable and accrued liabilities:            
Trade payables - third party and affiliates   682     722  
Other current liabilities   739     888  
Deferred income taxes   14     20  
Income taxes payable   230     214  
Liabilities of discontinued operations   7     7  
Total current liabilities   1,812     1,995  
Long-term debt   3,253     3,243  
Deferred income taxes   227     256  
Benefit obligations   1,003     1,000  
Other liabilities   452     510  
Minority interests   523     518  
Shareholders' equity (deficit):            
Preferred stock        
Common stock        
Additional paid-in capital   350     158  
Retained earnings (deficit)   (196   (253
Accumulated other comprehensive loss   (28   (17
Shareholders' equity (deficit)   126     (112
Total liabilities and shareholders' equity (deficit)   7,396     7,410  

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SALES

Table 1

Net Sales


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Chemical Products   1,085     808     2,129     1,626  
Technical Polymers Ticona   223     220     462     447  
Acetate Products   183     173     379     345  
Performance Products   47     45     94     89  
Segment total   1,538     1,246     3,064     2,507  
Other activities   8     11     20     22  
Intersegment eliminations   (29   (28   (58   (57
Total   1,517     1,229     3,026     2,472  

Table 2

Factors Affecting Second Quarter 2005 Segment Sales Compared to Second Quarter 2004


in percent Volume Price Currency Other* Total
Chemical Products   –1   21   2   12   34
Technical Polymers Ticona   –5   4   2   0   1
Acetate Products   1   5   0   0   6
Performance Products   2   –3   5   0   4
Segment total   –2   15   2   8   23
* Primarily represents sales of the recently acquired Vinamul emulsion business

Table 3

Factors Affecting Six Months 2005 Segment Sales Compared to Six Months 2004


in percent Volume Price Currency Other* Total
Chemical Products   –1   21   3   8   31
Technical Polymers Ticona   –1   2   2   0   3
Acetate Products   6   4   0   0   10
Performance Products   5   –5   6   0   6
Segment total   0   15   2   5   22
* Primarily represents sales of the recently acquired Vinamul emulsion business

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KEY FINANCIAL DATA

Table 4

Operating Profit (Loss)


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Chemical Products   155     36     332     101  
Technical Polymers Ticona   5     11     44     42  
Acetate Products   10     10     30     19  
Performance Products   15     2     28     13  
Segment total   185     59     434     175  
Other activities   (33   (34   (116   (98
Total   152     25     318     77  

Table 5

Earnings (Loss) from Continuing Operations Before Tax and Minority Interests


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Chemical Products   149     34     342     98  
Technical Polymers Ticona   22     26     73     71  
Acetate Products   12     14     32     23  
Performance Products   14     1     26     12  
Segment total   197     75     473     204  
Other activities   (74   (179   (327   (236
Total   123     (104   146     (32

Table 6

Depreciation and Amortization Expense


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Chemical Products   39     38     73     77  
Technical Polymers Ticona   14     15     29     31  
Acetate Products   9     14     18     27  
Performance Products   3     2     6     4  
Segment total   65     69     126     139  
Other activities   2     2     4     4  
Total   67     71     130     143  

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KEY FINANCIAL DATA - (continued)

Table 7

Cash Dividends Received


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Dividends from equity investments   10     6     46     21  
Other distributions from equity investments               1  
Dividends from cost investments   7     7     21     13  
Total   17     13     67     35  

SPECIAL CHARGES AND OTHER EXPENSES

Table 8

Special Charges in Operating Profit (Loss)


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Chemical Products   (3   (1   (4   (2
Technical Polymers Ticona   (20   2     (21   1  
Acetate Products           (1    
Performance Products                
Segment total   (23   1     (26   (1
Other activities   (4       (39   (26
Total   (27   1     (65   (27

Table 9

Breakout of Special Charges by Type


  Q2 2005 Q2 2004 6M 2005 6M 2004
in $ millions Successor Successor Successor Combined
Employee termination benefits   (7   (1   (9   (3
Plant/office closures           (1    
Total restructuring   (7   (1   (10   (3
Insurance recoveries associated with plumbing cases   4     2     4     2  
Asset impairments   (24       (24    
Termination of advisor monitoring services           (35    
Advisory services               (25
Other               (1
Total   (27   1     (65   (27

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RECONCILATION OF NON-US GAAP ITEMS

Table 10

Earnings Per Share


in $ millions, except for share and per share data Q2 2005
Actual
Q2 2005
Adjusted
Earnings from continuing operations before tax and minority interests   123     123  
Adjustments:            
Favorable impact on non-operating foreign exchange position       (14
Special charges       27  
Earnings from continuing operations before tax and minority interests   123     136  
Income tax provision*   (43   (33
Minority interests   (13   (13
Preferred dividends   (2   (2
Net earnings available to common shareholders   65     88  
Basic EPS Calculation            
Weighted average shares outstanding (thousands)   158,530      
Basic EPS   0.41      
Diluted EPS Calculation            
Net earnings available to common shareholders   65     88  
Add back: Preferred dividends   2     2  
Net earnings for diluted EPS   67     90  
Diluted shares (thousands)            
Weighted average shares outstanding   158,530     158,530  
Conversion of Preferred Shares   12,000     12,000  
Assumed conversion of stock options        
Total diluted shares   170,530     170,530  
Diluted EPS   0.39     0.53  
* Effective tax rate for Adjusted EPS is 24% and for Actual EPS is 35%

Table 11

Net Debt


in $ millions June 30
2005
Dec 31
2004
Short-term borrowings and current installments of long-term debt   140     144  
Plus: Long-term debt   3,253     3,243  
Total debt   3,393     3,387  
Less: Cash and cash equivalents   959     838  
Net Debt   2,434     2,549  

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Table 12

Adjusted EBITDA


in $ millions Q2 2005 Q2 2004 6M 2005
Net earnings (loss)   67     (125   57  
(Earnings) loss from discontinued operations       1      
Interest expense   68     130     244  
Interest income   (9   (7   (24
Income tax provision   43     10     51  
Depreciation and amortization   67     71     130  
EBITDA   236     80     458  
Adjustments:                  
Cash dividends received in excess of equity in net earnings of affiliates   (2   (12   19  
Special charges   27     (1   65  
Other unusual items and adjustments (1)   22     121     75  
Adjusted EBITDA   283     188     617  
(1) Other Unusual Items and Adjustments

in $ millions Q2 2005 Q2 2004 6M 2005
Net (gain) loss on disposition of assets   3         2  
Excess of minority interest income over cash dividends paid to minority shareholders   13     9     38  
Severance and other restructuring charges not included in special charges       9     2  
Cash interest income used by captive insurance subsidiaries to fund operations   3     2     6  
Franchise taxes   1     1     1  
Unusual and non-recurring items*   6     40     15  
Non-cash charges**   (4   50     1  
Advisor monitoring fee       2     10  
Pro forma cost savings***       8      
Total Other Unusual Items and Adjustments   22     121     75  
* Primarily includes costs related to the Celanese AG (Q2 2004) and Vinamul acquisition (Q2 2005 and 6M 2005), productivity enhancement programs (all periods presented), Summit (all periods presented) and Bedminster relocations (Q2 2005 and 6M 2005), and IPO bonus (6M 2005).
** Primarily includes ineffective portion of a net investment hedge (Q2 2005 and 6M 2005) and purchase accounting adjustment for inventories (Q2 2004).
*** Primarily represents adjustments on a proforma basis for certain cost savings that we expect to achieve from additional pension contributions (Q2 2004).

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Table 13

Guidance Diluted Adjusted EPS


in $ millions, except for share and per share data Q3 2005 Mid-
Point Guidance
Diluted EPS
Q3 2005 Mid-
Point Guidance
Diluted Adj. EPS
FY 2005 Mid-
Point Guidance
Diluted EPS
FY 2005 Mid-
Point Guidance
Diluted Adj. EPS
Earnings from continuing operations before tax and minority interests   92     92     299     299  
Adjustments:                        
Monitor Fee               10  
Refinancing costs       15         117  
Favorable impact on non-operating foreign exchange position               (14
Special charges       15         105  
Earnings from continuing operations before tax and minority interests   92     122     299     517  
Income tax provision   (32   (29   (105   (124
Minority interest   (12   (12   (60   (60
Preferred dividends   (2   (2   (10   (10
Net earnings available to common shareholders   46     79     124     323  
Basic EPS Calculation                        
Weighted average shares outstanding (thousands)   158,530         158,530      
Basic EPS   0.29         0.78      
Diluted EPS Calculation                        
Net earnings available to common shareholders   46     79     124     323  
Add back: Preferred dividends   2     2     10     10  
Net earnings for diluted EPS   48     81     134     333  
Diluted shares (thousands)                        
Weighted average shares outstanding   158,530     158,530     158,530     158,530  
Conversion of Preferred Shares   12,000     12,000     12,000     12,000  
Assumed conversion of stock options                
Total diluted shares   170,530     170,530     170,530     170,530  
Diluted EPS   0.28     0.47     0.79     1.95  

13




Table 14

Guidance Adjusted EBITDA


in $ millions Guidance
Q3 2005
Guidance
FY 2005
Net earnings (loss)   48     134  
(Earnings) loss from discontinued operations        
Interest expense   90     412  
Interest income   (5   (34
Income tax provision (benefit)   32     105  
Depreciation and amortization   66     252  
EBITDA   231     869  
Adjustments:            
Cash dividends received in excess of equity in net earnings of affiliates   (7   (4
Special charges   15     105  
Other unusual items and adjustments *   11     105  
Adjusted EBITDA   250     1,075  
* Primarily includes the following:

Excess of minority interest income over cash dividends paid to minority shareholders

Severance and other restructuring charges not included in special charges

Cash interest income used by captive insurance subsidiaries to fund operations

Unusual and non-recurring items

Advisor monitoring fee

Other minor items

14




Celanese 2Q 2005 Earnings
NYSE:  CE

Conference Call/Webcast
Tues., August 9, 2005   10 a.m CT

David Weidman, CEO
C.J. Nelson, CFO

Second Quarter Earnings

1

 

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 “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,”
and variations of such words or similar expressions are intended to identify forward-
looking statements.  All forward-looking statements are based upon current
expectations and beliefs and various assumptions.  There can be no assurance that
the Company will realize these expectations or that these beliefs will prove correct.

There are a number of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements contained in this presentation.  
Numerous factors, many of which are beyond the Company’s control, could cause
actual results to differ materially from those expressed as forward-looking statements.  
For a discussion of some of the factors, we recommend that you  review the
Company’s Annual Report  on Form 10-K at the SEC’s website at
www.sec.gov .  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.

Forward-Looking Statements

2

 

 This release reflects three performance measures, net debt, adjusted EBITDA,
and diluted adjusted earnings per share as non-U.S. GAAP measures.  The
most directly comparable financial measure presented in accordance with U.S.
GAAP in our consolidated financial statements for net debt is total debt; for
adjusted EBITDA is net earnings (loss); for diluted adjusted earnings per share is
net earnings (loss); and, for adjusted basic earnings per share is income
available to common shareholders.  For a reconciliation of these non-U.S. GAAP
measures to U.S. GAAP figures, see the accompanying schedules to this
release.  

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

3

 

 Adjusted EBITDA, a measure used by management to measure performance, is defined as
earnings (loss) from continuing operations, plus interest expense net of interest income, income
taxes and depreciation and amortization, and further adjusted for certain cash and non-cash
charges.  Our management believes adjusted 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.  Adjusted EBITDA is not a recognized term
under U.S. GAAP and does not purport to be an alternative to net earnings 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 adjusted EBITDA may
not be comparable to other similarly titled measures of other companies.  Additionally, adjusted
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.  Net
debt is defined as total debt less cash and cash equivalents.  Our management uses net debt to
evaluate the Company's capital structure.   Diluted adjusted net earnings per share is defined as
income available to common shareholders plus preferred dividends, adjusted for special and
one-time expenses and divided by the number of basic common  and diluted preferred shares
outstanding as of June 30, 2005.   We believe that the presentation of all of the non-U.S. GAAP
information 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.

Use of Non-GAAP Financial Information

4

 

David Weidman

President and Chief Executive Officer

5

 

Expansion of operating profit and strengthened cash position

Higher pricing on strong demand and high capacity utilization in
Chemical Products

Completed strategic acquisition of Acetex July 20

Sales

Operating Profit

Adjusted Diluted EPS

Dividends from Equity & Cost Investments

Adjusted EBITDA

$1,517 up
23%

$152 up 508%

$0.53

$17

$283 up 51%

2 nd Qtr 2005

(in $millions)

Strong Underlying Business Results

6

 

C. J. Nelson

Executive Vice President and Chief Financial Officer

7

 

Financial Highlights

in $ millions (except per share data)

2 nd Qtr 2005

2 nd Qtr 2004

Net sales

1,517

1,229

Operating Profit

152

25

SG&A

(136)

(125)

Net Earnings (Loss)

67

(124)

Basic EPS

0.41

n.m.

Special Items

       Refinancing expenses

-

-

       Special charges

27

(1)

       Non-Operating Foreign Exchange

(14)

-

Adjusted Diluted EPS

$ 0.53

n.m.

Adjusted EBITDA

283

188

8

 

Chemicals Products

Second Quarter:

Significant price increases on robust demand, high industry capacity
utilization

Pricing more than offset higher raw material costs

Outlook:

Continued favorable market conditions in the 3 rd quarter

In second half 2005, new acetyls capacity expected to temporarily ease
tight supply/demand

Longer-term outlook remains positive

Sales

Segment Earnings (1)

$1,085 up 34%

$149 up 338%

2 nd Qtr 05

(in $millions)

(1) –Earnings from continuing operations before tax and minority interests

Strong integrated chain of acetyl products

9

 

Ticona

Second Quarter:

Successfully implemented price increases – offset higher raw
material and energy costs

Weakened POM sales, primarily Europe and automotive sector

2005 results include $20 million in special charges primarily
related to exit of COC business; 2004 results include $18 million
charge for purchase accounting adjustment

Outlook:

Modest volume growth due to downturn in automotive and sluggish
European economy

Consistent earnings supported by cost improvement effort

Sales

Segment

Earnings (1)

$223 up 1%

$22 down
15%

(in $millions)

(1) –Earnings from continuing operations before tax and minority interests

Focus on increased growth through innovation

2 nd Qtr 05

10

 

Acetate/Performance Products Summaries

Sales

Segment

Earnings (1)

$183 up 6%

$12 down 14%

(in $millions)

(1)

–Earnings from continuing operations before tax and minority interests

(2)

2004 results included $12 million in inventory-related purchase accounting adjustments

Acetate

Strong results on higher volumes, pricing and productivity improvements

China venture expansions moving forward

Restructuring of operations on schedule, temporary higher manufacturing costs due to
production/inventory alignment

Performance Products

Stable earnings on strong sweetener demand

Pricing declines consistent with strategy on sales to large-volume customers

Attractive, Cash Generating Businesses

Sales

Segment

Earnings (1)

$47 up 4%

$14 up $13 (2)

(in $millions)

2 nd Qtr 05

2 nd Qtr 05

11

 

Dividend Payments Usually Strongest in 1 st Qtr

Significant Contribution from Equity
and Cost Investments

2004 Full Year dividends = $76 million

2005 expected to be $120 - 130 million

3Q dividends expected to be $45 million

Income Statement

Cash Flow

12

 

Equity Investments Summary

13

 

Capitalization

Cash

Senior Credit Term Loan

Delayed Draw Term Loan

Floating Rate Term Loan

Total Senior Debt

    Senior Sub Notes ($)

Senior Sub Notes (€ - 6/30/05 translated at
1.2092
)

Assumed Debt

Total Cash Pay Debt

    Discount Notes Series A

Discount Notes Series B

Total Debt

    Shareholders' Equity

Total Capitalization

                            838

                                        

                            624

                                      -

                            350

                            974

                     1,231

                            272

                            383

                     2,860

                            103

                            424

                     3,387

                         (112)

                     3,275

                   1,738

                                      

                   1,750

                                    -

                                    -

                   1,750

                          800

                          169

                          369

                   3,088

                              68

                          283

                   3,439

                              61

                   3,500

December 31,
2004

March 31,
2005

(in $millions)

                          959

                                      

                   1,725

                                    -

                                    -

                   1,725

                          800

                          157

                          351

                   3,033

                              70

                          290

                   3,393

                          126

                   3,519

June 30,  
2005

14

 

Combined Business Outlook

Adjusted EPS to increase to $0.45 - $0.50

Includes $15 million pre-tax in special charges and $15 million for Acetex
debt redemption

Includes impact of Acetex consolidation for two months

3 rd Quarter

Adjusted EPS to increase to $1.90 to $2.00 – up from previous guidance of
$1.64 and $1.69

Includes impact of Acetex consolidation for five months

Full Year 2005

Adjusted EBITDA

Full year adjusted EBITDA expected to increase to $1,060 to $1,090 million

3 rd quarter expected to be $240 to $260 million

Typical seasonality in second half of year (55%/45%) and expected impact of
acetyl capacity expansions

15

 

Full Year 2005 Key Modeling Assumptions

Income Statement

($ millions)

Depreciation = $250-$270

Special charges = $100-$110

Interest expense = $290-$300

Cash interest = $235-$245

Excluding deferred finance/debt
premium of approx. $117

Avg cost of borrowed capital = 7%

Effective tax rate of 35% for EPS
level and 24% for Adjusted EPS

Minority interest in teens/qtr beyond
1Q

Other Activities Operating Profit in
mid to upper ($30’s)/qtr beyond 2Q

Equity – CE Shares

  Common stock = 158.5 million outstanding

  Potentially dilutive securities as of 6/30:

12 million shares – converted preferred

12 million shares - stock options @
$16.00

August 9 guidance based on 170.5
million shares

  Preferred stock dividends = approx. $10  
     million on 9.6 million outstanding shares

Equity – CAG Minority Interest

Approximately 8 million shares
outstanding as of June 23, 2005

Current tender offer price = €41.92/share

Net guaranteed payment = approximately
€24 million

Capital Expenditures

  Capital expenditures = $215 - $225 mm

16