UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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.)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 443-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition

     On February 1, 2011, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its fourth quarter and full year 2010. 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 February 1, 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 during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number		Description
99.1		Press Release February 1, 2011*
99.2		Slide Show Presentation February 1, 2011*

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.

Date: February 1, 2011

Exhibit Index

Exhibit Number		Description
99.1		Press Release February 1, 2011
99.2		Slide Show Presentation February 1, 2011

Exhibit 99.1

            

		Celanese Corporation
		Investor Relations
Corporate News Release		1601 West LBJ Freeway
		Dallas, Texas 75234

Celanese Corporation Reports Fourth Quarter and Full Year 2010 Results;
Raises Outlook for 2011

Fourth quarter highlights:

	•		Net sales were $1,507 million, up 9% from prior year period
	•		Operating profit was $138 million versus $109 million in prior year period
	•		Net earnings were $56 million versus $6 million in prior year period
	•		Operating EBITDA was $262 million, up 15% from prior year period
	•		Diluted EPS from continuing operations was $0.64 versus $0.00 in prior year period
	•		Adjusted EPS was $0.73, up 43% from prior year period

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions, except per share data) — Unaudited		2010				2009				2010				2009
						As adjusted3								As adjusted3
Net sales			1,507				1,388				5,918				5,082
Operating profit (loss)			138				109				501				290
Net earnings (loss) attributable to Celanese Corporation			56				6				375				498
Operating EBITDA 1			262				228				1,122				857
Diluted EPS — continuing operations		$	0.64			$	0.00			$	2.68			$	3.14
Diluted EPS — total		$	0.35			$	0.03			$	2.37			$	3.17
Adjusted EPS 2		$	0.73			$	0.51			$	3.37			$	1.75

Dallas, February 1, 2011: Celanese Corporation (NYSE: CE), a global technology and specialty materials company, today reported fourth quarter 2010 net sales of $1,507 million, a 9 percent increase from the same period last year. All of its operating segments experienced improved pricing and higher volumes which drove the improved results and more than offset unfavorable currency impacts. Operating profit increased to $138 million from $109 million in the prior year period. This quarter’s results included a net $16 million of other charges and other adjustments which were primarily related to the company’s previously announced manufacturing optimization efforts compared with $17 million in the prior year period. Net earnings were $56 million compared with $6 million in the same period last year, also reflecting strong performance from the company’s strategic affiliates in the current period. Diluted earnings per share from continuing operations were $0.64 compared with $0.00 in the prior year period. Diluted earnings per share were $0.35 compared with $0.03 in the same period last year.

Adjusted earnings per share in the fourth quarter of 2010 increased to $0.73 from $0.51 in the same period last year. Adjusted earnings per share in the current period were based on an effective tax rate of 20 percent

and a diluted share count of 158.3 million. Operating EBITDA rose 15 percent to $262 million from $228 million in the same period last year. Adjusted earnings per share and operating EBITDA excluded the $16 million of other charges and other adjustments.

“Our fourth quarter 2010 performance concludes a very strong year with record full-year earnings in Consumer Specialties, Advanced Engineered Materials and Industrial Specialties, as well as significantly improved performance in Acetyl Intermediates,” said David Weidman, chairman and chief executive officer. “With successful innovation efforts, a sustained focus on productivity and the breadth of our geographic profile, Celanese, with its unique portfolio of leading global businesses, is extremely well positioned for value creation both in the near-term and long-term.”

Recent Highlights

	•		Announced its newly developed advanced technology to produce ethanol. This innovative, new process combines the company’s proprietary and industry-leading acetyl platform with highly advanced manufacturing technology to produce ethanol from hydrocarbon-sourced feedstocks.
	•		Signed letters of intent for projects to construct and operate industrial ethanol production facilities in Nanjing, China, at the Nanjing Chemical Industrial Park and in Zhuhai, China, at the Gaolan Port Economic Zone.
	•		Signed a memorandum of understanding (MOU) with Wison (China) Holding Co., Ltd., a Chinese synthesis gas supplier, for production of certain feedstocks used in the company’s advanced ethanol production process.
	•		Launched VitalDose™, an ethylene vinyl acetate (EVA) polymer-based excipient that facilitates drug makers’ efforts to develop and commercialize controlled-release pharmaceutical solutions.

Fourth Quarter Segment Overview

Advanced Engineered Materials

Advanced Engineered Materials sustained year-over-year volume growth on continued strong global demand, further supported by the results of its successful innovation efforts. Net sales for the fourth quarter of 2010 were $274 million compared with $239 million in the prior year period, driven by increased volumes for its high performance polymers. This quarter’s results benefited from higher value-in-use pricing and sales related to the company’s recent acquisitions which more than offset the impacts of currency. Operating profit was $33 million compared with $34 million in the same period last year as the profit contribution from higher volumes and pricing were offset by increased raw material costs and other expenses primarily associated with a planned turnaround in North America and the timing of other costs. Operating profit in the quarter was also negatively impacted by expenses associated with the company’s planned European expansion. Operating EBITDA in the fourth quarter of 2010, which excluded the impact of the inventory build in support of the European expansion, was $68 million and unchanged from the prior year period. Advanced Engineered Materials strategic affiliates continued to provide benefits from both growth in emerging markets and

advantaged raw material positions in the period. Equity earnings from the Ibn Sina affiliate were $17 million, a $1 million decrease from last year’s results. Total equity earnings from the company’s Asian affiliates were $13 million compared with $0 in the prior year period on improved performance in the current period and the impact of a planned turnaround at one of the Asian affiliates during the fourth quarter of 2009.

Consumer Specialties

Consumer Specialties delivered strong performance on improved global demand across all product lines, particularly for cellulose acetate products. Net sales for the fourth quarter were $281 million compared with $267 million in the same period last year driven by higher volumes and increased pricing. Operating profit increased to $59 million from $47 million in the prior year period as the favorable volume and pricing more than offset increased raw material and energy costs as well as other charges and other adjustments primarily associated with the planned closure of the company’s acetate flake and tow manufacturing operations in Spondon, Derby, United Kingdom. Operating EBITDA, which excluded charges associated with the plant closure and other adjustments, was $80 million compared with $65 million in the prior year.

Industrial Specialties

Industrial Specialties benefited from its application innovation efforts and strong demand. Net sales for the fourth quarter of 2010 were $249 million compared with $229 million in the same period last year, resulting from higher pricing and volumes. Higher pricing for EVA performance polymers products was driven by favorable product mix on strong demand, particularly for photovoltaic applications, helping to offset unfavorable currency effects. Volumes also improved in the Emulsions business, driven by the benefits of new product innovation and commercialization. Operating profit in the fourth quarter of 2010 was $11 million compared with $16 million in the prior year period as the higher volumes and pricing were partially offset by higher raw material costs, particularly in the Emulsions business. Fourth quarter 2009 results included a $10 million captive insurance recovery related to the force majeure event at the company’s performance polymers facility in Edmonton, Canada. Operating EBITDA was $27 million compared with $19 million, excluding the insurance recovery in the prior year period.

Acetyl Intermediates

Acetyl Intermediates delivered improved results on seasonally strong demand for acetic acid and downstream derivative products. Net sales for the fourth quarter of 2010 were $799 million compared with $743 million in the same period last year. The increase was primarily driven by improved pricing across all global regions for the major acetyl product lines, particularly for downstream derivatives. The improved pricing environment was supported by increased raw material costs as well as favorable industry conditions resulting from energy conservation efforts in China that affected competing technologies. Downstream derivative volumes also improved due to demand recovery in the Americas and Europe. Operating profit in the current

period increased to $94 million from $72 million in the prior year period, driven by the higher pricing and volumes, as well as the benefits of the closure of the company’s operations in Pardies, France. These benefits were partially offset by higher raw material costs for methanol and ethylene. Operating EBITDA rose to $127 million in the fourth quarter of 2010 from $111 million in the same period last year.

Taxes

The tax rate for adjusted earnings per share was 20 percent in the year ended December 31, 2010 compared with 29 percent in the first six months of 2009 and 23 percent for the last six months of 2009. The U.S. GAAP effective tax rate for continuing operations in 2010 was 21 percent versus negative 97 percent in 2009. The effective tax rate for 2009 was favorably impacted by the release of the U.S. valuation allowance on net deferred tax assets, partially offset by increases in valuation allowances on certain foreign net deferred tax assets and the effect of new tax legislation in Mexico. The effective rate for 2010 was favorably impacted by amendments to tax legislation in Mexico.

Cash taxes paid were $135 million in 2010 compared with $17 million in 2009. The increase in cash taxes paid is primarily the result of increased earnings in 2010 and the timing of cash taxes in certain jurisdictions.

Equity and Cost Investments

Earnings from equity investments and dividends from cost investments, which are reflected in the company’s earnings and operating EBITDA, were $37 million in the fourth quarter of 2010, a $15 million increase from the prior year period. Equity and cost investment dividends, which are included in cash flows, were $18 million, a $5 million decrease from the same period last year.

Earnings in equity investments for Ticona’s strategic affiliates in Asia were $13 million higher than the prior year period. Proportional affiliate EBITDA for the Asian affiliates was $30 million, a $9 million increase from the same period last year.

Equity in net earnings for Ticona’s Middle Eastern affiliates, which includes the company’s Ibn Sina affiliate, were $17 million in the fourth quarter of 2010 compared with $18 million in the same period last year. Proportional affiliate EBITDA for the Middle Eastern affiliates was $2 million lower than the prior year period.

The company’s total proportional affiliate EBITDA of equity investments for the fourth quarter of 2010 was $72 million, an $11 million increase from the same period last year and $35 million more than reported in the company’s operating EBITDA. The company’s total proportional net debt of affiliates was $96 million as of December 31, 2010.

Cash Flow

Cash and cash equivalents at the end of the fourth quarter of 2010 were $740 million, $514 million lower than the same period in 2009. Cash flow provided by operating activities was $452 million for the full year 2010 compared with $596 million in the prior year, as higher trade working capital and higher cash taxes offset the improved operating performance.

The company used $560 million in net cash for investing activities in the full year 2010 compared with $31 million provided in 2009. During 2010, the company spent a total of $312 million of capital expenditures related to the relocation of Ticona’s business in Kelsterbach, Germany and related capacity expansion. The 2009 results included an advance payment of $412 million and $351 million of capital expenditures and other expenses related to the relocation and expansion. The 2009 results also included net cash of $168 million received from the sale of the polyvinyl alcohol business.

Net cash used in financing activities totaled $388 million in the full year 2010 compared with $112 million in 2009. In 2010, the company repaid a net of $297 million of long-term debt, repurchased $48 million of its outstanding common shares, paid $31 million of dividends and paid $24 million of debt refinancing costs.

Net debt at the end of the fourth quarter of 2010 was $2,478 million, $231 million higher than the prior year period.

Outlook

Based on the strength of its 2010 performance, its confidence in its earnings growth programs, and its expectations for a continued, modest global economic recovery, the company raised its outlook for the full year 2011. The company expects full year 2011 adjusted earnings per share to be at least $0.60 higher and operating EBITDA to be at least $150 million higher than 2010 results.

“We are confident that our unique portfolio of technology and specialty materials businesses, coupled with our ongoing growth, innovation and productivity initiatives, will enable us to deliver significant earnings improvement and increased value for our shareholders,” said Weidman. “We continue to see healthy demand across all of our business lines and expect to see earnings growth in every segment in 2011.”

Contacts:

Investor Relations		Media — U.S.		Media — Europe
Andy Green		Jacqueline Terry		Jens Kurth
Phone: +1 972 443 4965		Phone: +1 972 443 4417		Phone: +49 (0)6107 772 1574
Telefax: +1 972 443 8519		Telefax: +1 972 443 8519		Telefax: +49 (0)6107 772 7231
Andy.Green@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.

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct.

There are a number of risks and uncertainties that could cause actual results to differ materially from the 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 of production due to accidents 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, proportional affiliate EBITDA and 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 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 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.
	•		Proportional affiliate EBITDA is defined by the company as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA is defined by the company as operating profit plus the depreciation and amortization of its equity affiliates. 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 as described in Table 7, 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 tax rate used for adjusted earnings per share approximates the midpoint in a range of forecasted tax rates for the year, excluding changes in uncertain tax positions, discrete items and other material items adjusted out of our U.S. GAAP earnings for adjusted earnings per share purposes, and changes in management’s assessments regarding the ability to realize deferred tax assets. We analyze this rate quarterly and adjust if there is a material change in the range of forecasted tax rates; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate is an estimate and may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period.
	•		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.

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.

Page 8 of 16

Preliminary Consolidated Statements of Operations — Unaudited

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions, except per share data)		2010				2009				2010				2009
						As Adjusted1								As Adjusted1
Net sales			1,507				1,388				5,918				5,082
Cost of sales			(1,194	)			(1,099	)			(4,738	)			(4,079	)
Gross profit			313				289				1,180				1,003
Selling, general and administrative expenses			(132	)			(133	)			(505	)			(474	)
Amortization of Intangible assets			(16	)			(19	)			(61	)			(77	)
Research and development expenses			(18	)			(17	)			(70	)			(70	)
Other (charges) gains, net			(1	)			(13	)			(48	)			(136	)
Foreign exchange gain (loss), net			(4	)			1				(3	)			2
Gain (loss) on disposition of businesses and assets, net			(4	)			1				8				42
Operating profit (loss)			138				109				501				290
Equity in net earnings (loss) of affiliates			37				22				168				99
Interest expense			(58	)			(51	)			(204	)			(207	)
Refinancing expense			—				—				(16	)			—
Interest income			5				1				7				8
Dividend income — cost investments			—				—				73				57
Other income (expense), net			6				6				7				4
Earnings (loss) from continuing operations before tax			128				87				536				251
Income tax (provision) benefit			(27	)			(85	)			(112	)			243
Earnings (loss) from continuing operations			101				2				424				494
Earnings (loss) from operation of discontinued operations			(72	)			6				(80	)			6
Gain on disposal of discontinued operations			—				—				2				—
Income tax (provision) benefit, discontinued operations			27				(2	)			29				(2	)
Earnings (loss) from discontinued operations			(45	)			4				(49	)			4
Net earnings (loss)			56				6				375				498
Less: Net earnings (loss) attributable to noncontrolling interests			—				—				—				—
Net earnings (loss) attributable to Celanese Corporation			56				6				375				498
Cumulative preferred stock dividend			—				(2	)			(3	)			(10	)
Net earnings (loss) available to common shareholders			56				4				372				488
Amounts attributable to Celanese Corporation
Earnings (loss) per common share — basic
Continuing operations		$	0.65			$	0.00			$	2.72			$	3.37
Discontinued operations			(0.29	)			0.03				(0.31	)			0.03
Net earnings (loss) — basic		$	0.36			$	0.03			$	2.41			$	3.40
Earnings (loss) per common share — diluted
Continuing operations		$	0.64			$	0.00			$	2.68			$	3.14
Discontinued operations			(0.29	)			0.03				(0.31	)			0.03
Net earnings (loss) — diluted		$	0.35			$	0.03			$	2.37			$	3.17
Weighted average shares (millions)
Basic			155.7				144.1				154.6				143.7
Diluted			158.3				144.1				158.4				157.1

Preliminary Consolidated Balance Sheets — Unaudited

		December 31,				December 31,
(in $ millions)		2010				2009
						As Adjusted1
ASSETS
Current assets
Cash & cash equivalents			740				1,254
Trade receivables — third party and affiliates, net			827				721
Non-trade receivables			253				262
Inventories			610				522
Deferred income taxes			92				42
Marketable securities, at fair value			78				3
Assets held for sale			9				2
Other assets			59				50
Total current assets			2,668				2,856
Investments in affiliates			838				792
Property, plant and equipment, net			3,017				2,797
Deferred income taxes			443				484
Marketable securities, at fair value			—				80
Other assets			289				311
Goodwill			774				798
Intangible assets, net			252				294
Total assets			8,281				8,412
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings and current installments of long-term debt — third party and affiliates			228				242
Trade payables — third party and affiliates			673				649
Other liabilities			596				611
Deferred income taxes			28				33
Income taxes payable			17				72
Total current liabilities			1,542				1,607
Long-term debt			2,990				3,259
Deferred income taxes			116				137
Uncertain tax positions			273				229
Benefit obligations			1,359				1,288
Other liabilities			1,077				1,306
Commitments and contingencies
Shareholders’ equity
Preferred stock			—				—
Common stock			—				—
Treasury stock, at cost			(829	)			(781	)
Additional paid-in capital			574				522
Retained earnings			1,849				1,505
Accumulated other comprehensive income (loss), net			(670	)			(660	)
Total Celanese Corporation shareholders’ equity			924				586
Noncontrolling interests			—				—
Total shareholders’ equity			924				586
Total liabilities and shareholders’ equity			8,281				8,412

Table 1

Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure — Unaudited

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
						As Adjusted4								As Adjusted4
Net Sales
Advanced Engineered Materials			274				239				1,109				808
Consumer Specialties			281				267				1,098				1,084
Industrial Specialties			249				229				1,036				974
Acetyl Intermediates			799				743				3,082				2,603
Other Activities 1			1				1				2				2
Intersegment eliminations			(97	)			(91	)			(409	)			(389	)
Total			1,507				1,388				5,918				5,082
Operating Profit (Loss)
Advanced Engineered Materials			33				34				184				38
Consumer Specialties			59				47				164				231
Industrial Specialties			11				16				89				89
Acetyl Intermediates			94				72				243				92
Other Activities 1			(59	)			(60	)			(179	)			(160	)
Total			138				109				501				290
Other Charges and Other Adjustments 2
Advanced Engineered Materials			(14	)			(3	)			(36	)			—
Consumer Specialties			13				4				97				10
Industrial Specialties			6				(8	)			(19	)			(26	)
Acetyl Intermediates			6				7				62				103
Other Activities 1			5				17				11				30
Total			16				17				115				117
Depreciation and Amortization Expense 3
Advanced Engineered Materials			19				19				72				72
Consumer Specialties			9				13				37				50
Industrial Specialties			10				11				41				46
Acetyl Intermediates			25				29				97				111
Other Activities 1			2				2				11				11
Total			65				74				258				290
Business Operating EBITDA
Advanced Engineered Materials			38				50				220				110
Consumer Specialties			81				64				298				291
Industrial Specialties			27				19				111				109
Acetyl Intermediates			125				108				402				306
Other Activities 1			(52	)			(41	)			(157	)			(119	)
Total			219				200				874				697
Equity Earnings, Cost — Dividend Income and Other Income (Expense)
Advanced Engineered Materials			30				18				143				76
Consumer Specialties			(1	)			1				73				57
Industrial Specialties			—				—				—				—
Acetyl Intermediates			2				3				9				9
Other Activities 1			12				6				23				18
Total			43				28				248				160
Operating EBITDA
Advanced Engineered Materials			68				68				363				186
Consumer Specialties			80				65				371				348
Industrial Specialties			27				19				111				109
Acetyl Intermediates			127				111				411				315
Other Activities 1			(40	)			(35	)			(134	)			(101	)
Total			262				228				1,122				857

Page 11 of 16

Table 1A

Reconciliation of consolidated Operating EBITDA to net earnings (loss) — Unaudited

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
						As adjusted3								As adjusted3
Net earnings (loss) attributable to Celanese Corporation			56				6				375				498
(Earnings) loss from discontinued operations			45				(4	)			49				(4	)
Interest income			(5	)			(1	)			(7	)			(8	)
Interest expense			58				51				204				207
Refinancing expense			—				—				16				—
Income tax provision (benefit)			27				85				112				(243	)
Depreciation and amortization expense2			65				74				258				290
Other charges (gains), net 1			1				13				48				136
Other adjustments 1			15				4				67				(19	)
Operating EBITDA			262				228				1,122				857
Detail by Segment
Advanced Engineered Materials			68				68				363				186
Consumer Specialties			80				65				371				348
Industrial Specialties			27				19				111				109
Acetyl Intermediates			127				111				411				315
Other Activities 4			(40	)			(35	)			(134	)			(101	)
Operating EBITDA			262				228				1,122				857

1		See Table 7 for details.
2		Excludes accelerated depreciation and amortization associated with plant closures as detailed in the table below and included in Other adjustments above.
3		The company’s Ibn Sina investment is now included in the Advanced Engineered Materials segment using the equity method of accounting. These results were previously reported in the Acetyl Intermediates segment using the cost method of accounting. Amounts have been retrospectively adjusted to reflect these changes.

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
Advanced Engineered Materials			—				1				4				1
Consumer Specialties			4				—				5				—
Industrial Specialties			—				(1	)			—				5
Acetyl Intermediates			—				1				20				12
Other Activities 4			(1	)			—				—				—
Accelerated depreciation and amortization			3				1				29				18
Depreciation and amortization expense2			65				74				258				290
Total depreciation and amortization			68				75				287				308

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

Page 12 of 16

Table 2

Factors Affecting Business Segment Net Sales — Unaudited

Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009

		Volume				Price				Currency				Other				Total
Advanced Engineered Materials			10	%			5	%			-5	%			5	%2			15	%
Consumer Specialties			5	%			1	%			-1	%			0	%			5	%
Industrial Specialties			4	%			9	%			-4	%			0	%			9	%
Acetyl Intermediates			3	%			8	%			-3	%			0	%			8	%
Total Company			5	%			7	%			-3	%			0	%1			9	%

Twelve Months Ended December 31, 2010 Compared to Twelve Months Ended December 31, 2009

		Volume				Price				Currency				Other				Total
Advanced Engineered Materials			35	%			1	%			-3	%			4	%2			37	%
Consumer Specialties			2	%			0	%			-1	%			0	%			1	%
Industrial Specialties			11	%			6	%			-3	%			-8	%3			6	%
Acetyl Intermediates			10	%			10	%			-2	%			0	%			18	%
Total Company			13	%			7	%			-2	%			-2	%1			16	%

1		Includes the effects of the captive insurance companies and the impact of fluctuations in intersegment eliminations.
2		2010 includes the effects of the FACT GmbH (Future Advanced Composites Technology) and DuPont acquisitions.
3		2010 does not include the effects of the PVOH business, which was sold on July 1, 2009.

Table 3
Cash Flow Information — Unaudited

		Twelve Months Ended
		December 31,
(in $ millions)		2010				2009
Net cash provided by operating activities			452				596
Net cash provided by (used in) investing activities 1			(560	)			31
Net cash used in financing activities			(388	)			(112	)
Exchange rate effects on cash			(18	)			63
Cash and cash equivalents at beginning of period			1,254				676
Cash and cash equivalents at end of period			740				1,254

1		2010 includes $0 million of cash received and $312 million of capital expenditures related to the Ticona Kelsterbach plant relocation. 2009 includes $412 million of cash received and $351 million of capital expenditures related to the Ticona Kelsterbach plant relocation.

Table 4
Cash Dividends Received — Unaudited

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
						As Adjusted1								As Adjusted1
Dividends from equity investments			18				23				138				78
Dividends from cost investments			—				—				73				57
Total			18				23				211				135

1		The company’s Ibn Sina investment is now included in the Advanced Engineered Materials segment using the equity method of accounting. These results were previously reported in the Acetyl Intermediates segment using the cost method of accounting. Amounts have been retrospectively adjusted to reflect these changes.

Page 13 of 16

Table 5

Net Debt — Reconciliation of a Non-U.S. GAAP Measure — Unaudited

		December 31,				December 31,
(in $ millions)		2010				2009
Short-term borrowings and current installments of long-term debt — third party and affiliates			228				242
Long-term debt			2,990				3,259
Total debt			3,218				3,501
Less: Cash and cash equivalents			740				1,254
Net Debt			2,478				2,247

Table 6
Adjusted Earnings (Loss) Per Share — Reconciliation of a Non-U.S. GAAP Measure — Unaudited

		Three Months Ended																Twelve Months Ended
		December 31,																December 31,
(in $ millions, except per share data)		2010								2009								2010								2009
										As Adjusted5																As Adjusted5
						per								per								per								per
						share								share								share								share
Earnings (loss) from continuing operations			101				0.64				2				0.00				424				2.68				494				3.14
Deduct Income tax (provision) benefit			(27	)							(85	)							(112	)							243
Earnings (loss) from continuing operations before tax			128								87								536								251
Other charges and other adjustments 1			16								17								115								117
Refinancing expense2			—								—								16								—
Adjusted earnings (loss) from continuing operations before tax			144								104								667								368
Income tax (provision) benefit on adjusted earnings 3			(29	)							(24	)							(133	)							(93	)
Less: Noncontrolling interests			—								—								—								—
Adjusted earnings (loss) from continuing operations			115				0.73				80				0.51				534				3.37				275				1.75
Diluted shares (in millions) 4
Weighted average shares outstanding							155.7								144.1								154.6								143.7
Assumed conversion of preferred stock							—								12.1								1.6								12.1
Dilutive restricted stock units							0.6								0.3								0.4								0.2
Dilutive stock options							2.0								1.9								1.8								1.1
Total diluted shares							158.3								158.4								158.4								157.1

1		See Table 7 for details.
2		Relates to the issuance of senior unsecured notes and the amendment and extension of the existing credit agreement.
3		The adjusted effective tax rate is 20% for the three and twelve months ended December 31, 2010. The adjusted effective tax rate is 29% for the six months ended June 30, 2009 and 23% for the six months ended December 31, 2009.
4		Potentially dilutive shares are included in the adjusted earnings per share calculation when adjusted earnings are positive.
5		The company’s Ibn Sina investment is now included in the Advanced Engineered Materials segment using the equity method of accounting. These results were previously reported in the Acetyl Intermediates segment using the cost method of accounting. Amounts have been retrospectively adjusted to reflect these changes.

Page 14 of 16

Table 7

Reconciliation of Other Charges and Other Adjustments — Unaudited

Other Charges:

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
Employee termination benefits			6				11				32				105
Plant/office closures			—				(3	)			4				17
Ticona Kelsterbach plant relocation			9				6				26				16
Plumbing actions			(17	)			(7	)			(57	)			(10	)
Asset impairments			1				6				74				14
Insurance recoveries			—				—				(18	)			(6	)
Resolution of commercial disputes			2				—				(13	)			—
Total			1				13				48				136

Other Adjustments: 1

		Three Months Ended								Twelve Months Ended								Income
		December 31,								December 31,								Statement
(in $ millions)		2010				2009				2010				2009				Classification
Business optimization			6				4				16				7			Cost of sales / SG&A
Ticona Kelsterbach plant relocation			(6	)			(3	)			(13	)			—			Cost of sales
Plant closures			3				9				17				25			Cost of sales / SG&A
Contract termination			—				—				22				—			Cost of sales
(Gain) loss on disposition of assets			5				—				(10	)			—			(Gain) loss on disposition
(Gain) on sale of PVOH business			—				—				—				(34	)		(Gain) loss on disposition
Write-off of other productive assets			1				—				18				—			Cost of sales
Other2			6				(6	)			17				(17	)		Various
Total			15				4				67				(19	)
Total other charges and other adjustments			16				17				115				117

1		These items are included in net earnings but not included in other charges.
2		The twelve months ended December 31, 2009 includes a one-time adjustment to Equity in net earnings (loss) of affiliates of $19 million.

Table 8

Equity Affiliate Preliminary Results — Total — Unaudited

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
(in $ millions)		2010				2009				2010				2009
						As Adjusted5								As Adjusted5
Net Sales
Ticona Affiliates — Asia1			400				344				1,543				1,105
Ticona Affiliates — Middle East2			205				203				923				630
Infraserv Affiliates3			579				642				2,070				2,186
Total			1,184				1,189				4,536				3,921
Operating Profit
Ticona Affiliates — Asia1			43				23				222				58
Ticona Affiliates — Middle East2			84				87				400				253
Infraserv Affiliates3			31				16				101				103
Total			158				126				723				414
Depreciation and Amortization
Ticona Affiliates — Asia1			22				21				85				87
Ticona Affiliates — Middle East2			8				11				33				31
Infraserv Affiliates3			26				28				101				103
Total			56				60				219				221
Affiliate EBITDA4
Ticona Affiliates — Asia1			65				44				307				145
Ticona Affiliates — Middle East2			92				98				433				284
Infraserv Affiliates3			57				44				202				206
Total			214				186				942				635
Net Income
Ticona Affiliates — Asia1			27				—				134				15
Ticona Affiliates — Middle East2			74				76				357				222
Infraserv Affiliates3			20				11				75				72
Total			121				87				566				309
Net Debt
Ticona Affiliates — Asia1			53				131				53				131
Ticona Affiliates — Middle East2			(64	)			(39	)			(64	)			(39	)
Infraserv Affiliates3			277				491				277				491
Total			266				583				266				583