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):   April 21, 2008
 
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):
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 April 21, 2008, Celanese Corporation (the “ Company ”) issued a press release reporting the financial results for its first quarter 2008. 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 April 22, 2008, David N. Weidman, Chairman and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 9:00 a.m. CT. The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated April 21, 2008*
       
 
  99.2    
Slide Presentation dated April 22, 2008*
 
*   In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 


 

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/ Robert L. Villaseñor   
    Name:   Robert L. Villaseñor   
    Title:   Assistant Secretary   
         
Date: April 22, 2008         
 


 

Exhibit Index
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated April 21, 2008*
       
 
  99.2    
Slide Presentation dated April 22, 2008*
 
*   In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

 

Exhibit 99.1
     
Corporate News Release   (CELANESE LOGO)
Celanese Corporation Reports Record First Quarter Results;
Increases Outlook for 2008
      First quarter highlights:
    Net sales increased 19% to $1,846 million from prior year
 
    Operating profit increased to $234 million
 
    Net earnings decreased to $145 million from $201 million in prior year
 
    Operating EBITDA increased 21% to $381 million
 
    Diluted EPS — continuing operations increased to $0.87 from $0.70 in prior year
 
    Adjusted EPS increased to $1.06 from $0.77 in prior year
 
    2008 adjusted earnings per share outlook raised to between $3.60 and $3.85 from previous guidance of between $3.40 and $3.70
                 
    Three Months Ended
    March 31,
(in $ millions, except per share data)   2008   2007
Net sales
    1,846       1,555  
Operating profit
    234       206  
Net earnings
    145       201  
Operating EBITDA 1
    381       315  
Diluted EPS — continuing operations
  $ 0.87     $ 0.70  
Diluted EPS — Total
  $ 0.87     $ 1.15  
Adjusted EPS 1
  $ 1.06     $ 0.77  
 
1   Non-U.S. GAAP measures. See reconciliation in tables 1 and 6.
Dallas, April 21, 2008: Celanese Corporation (NYSE: CE) today reported record net sales of $1,846 million, a 19 percent increase from the prior year period, primarily due to higher pricing on continued strong demand in its acetyl intermediates and downstream businesses, favorable currency impacts associated with the company’s global presence, and increased volumes related to growth in Asia. Operating profit rose to $234 million from $206 million, as the increased sales more than offset higher raw material and energy costs and spending primarily associated with the company’s expansion in China. Net earnings were $145 million compared with $201 million in the prior year period. The prior year’s net earnings included $79 million of earnings from discontinued operations related to the company’s divestiture of its oxo alcohol business and the closure of its Edmonton methanol facility during 2007.


 

 

Page 2 of 14
Adjusted earnings per share for the first quarter were a record $1.06 compared with $0.77 in the same period last year. The results excluded $22 million of pre-tax expenses primarily associated with the company’s ongoing restructuring efforts. The current period’s results also included a $0.04 per share net benefit related to the company’s share repurchases executed in the last year. Operating EBITDA was $381 million versus $315 million in the prior year period, also record performance for the company.
“Our first quarter performance illustrates the strength of our integrated business model, our solid operating fundamentals, and our clear focus on growth and value creation,” said David Weidman, chairman and chief executive officer. “Despite ongoing sluggish demand in certain North American consumer segments and high raw material and energy costs across our businesses, Celanese delivered record results.”
Recent Highlights
    Remains on track to commence additional operations at its Nanjing, China, integrated chemical complex with four previously announced units to begin production within the next year.
 
    Opened a customer application development center in Shanghai, China, to support growth in the region for Ticona’s engineering polymers business.
 
    The Celanese board of directors authorized the company to repurchase up to $400 million of its Series A common stock. During the quarter, the company repurchased $60 million of its outstanding common shares.
 
    Upgraded by Moody’s Investors Service with a positive outlook and corporate credit rating of ‘Ba2’ from ‘Ba3.’
First Quarter Segment Overview
Advanced Engineered Materials
Advanced Engineered Materials continued to experience strong growth, particularly in Asia and non-transportation applications, with the successful implementation of new product solutions. Net sales increased to $294 million from $262 million in the same period last year, due to higher volumes and positive currency impacts. The increase was partially offset by lower average pricing primarily due to product and geographic mix. Operating profit decreased to $30 million from $36 million in the same period last year


 

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as the increased volume was offset by continued high petroleum-based raw material and energy costs, as well as increased investment in Ticona’s growth strategy in China. Operating EBITDA decreased to $60 million from $67 million in the prior year period, primarily due to higher raw material and energy costs and lower earnings from its equity affiliates.
Consumer Specialties
Consumer Specialties continued to execute its strategy to provide higher, sustainable earnings. Net sales increased five percent to $282 million compared with the same period last year, driven by higher pricing on continued strong demand, sales from the Acetate Products Limited (APL) acquisition, which was completed in 2007, and positive currency impacts. The increase was partially offset by lower acetate flake volumes resulting from the company’s strategic decision to shift flake production to its China ventures. Operating profit was $50 million, $2 million higher than the prior year period’s results, as the company continued to drive cost synergies from the APL acquisition. Operating EBITDA increased to $65 million from $60 million in the same period last year as the higher pricing and lower manufacturing costs offset significantly higher energy and raw material costs.
Industrial Specialties
Revitalization of the Industrial Specialties businesses is underway and delivering improved results. Net sales increased to $365 million from $346 million in the same period last year, primarily driven by higher pricing on continued strong demand and favorable currency impacts. The increase was partially offset by lower volumes primarily related to continued softness in North American housing and construction segments, elevated European demand levels in 2007 prior to a German tax law change, and a strategic focus on higher value-added applications. Operating profit was $17 million compared with $12 million in the prior year period as the higher pricing more than offset higher raw material costs, primarily for vinyl acetate monomer, and the lower volumes. Additionally, Industrial Specialties benefited from the positive impact of rebuilding inventory during the quarter following a constrained supply in 2007. Operating EBITDA was $36 million compared with $26 million in the first quarter of 2007.


 

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Acetyl Intermediates
Acetyl Intermediates experienced significant sales and earnings growth from its strategic expansions in Asia and a continued strong business environment for its products. Net sales were $1,096 million, a 31 percent increase from the same period a year ago, driven by volume growth from its Nanjing acetic acid unit, which began production in mid-2007, and higher pricing on continued strong demand for acetyl products across North America, Europe and Asia. Operating profit increased to $177 million from $132 million and operating EBITDA increased to $246 million from $174 million in the same period last year as volume and pricing more than offset higher raw material and energy costs in the period. Increased dividends from the company’s Ibn Sina methanol and MTBE cost affiliate also drove the improved operating EBITDA.
Taxes
The tax rate for adjusted earnings per share was 26 percent in the first quarter of 2008 compared with 28 percent in the first quarter of 2007. The U.S. GAAP effective tax rate for continuing operations for the first quarter of 2008 was 33 percent compared with 29 percent in the first quarter of 2007. The higher effective tax rate is primarily due to accounting accruals and the U.S. tax effect on increased foreign earnings and dividends, which were partially offset by increased earnings in lower tax jurisdictions. The tax rate for adjusted earnings per share is based upon the company’s previous guidance which did not include these items. Cash taxes for the first quarter of 2008 were $30 million, approximately $41 million lower than the prior year period, primarily due to the timing of tax benefits associated with the company’s recapitalization transaction in 2007.
Equity and Cost Investments
Earnings from equity investments and dividends from cost investments, which are reflected in the company’s adjusted earnings and operating EBITDA, totaled $38 million in the first quarter, a $5 million increase from the prior year period, as higher dividends from the company’s Ibn Sina cost affiliate offset lower earnings from the Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in cash flows, were $71 million compared with $45 million in the prior year period.
Cash Flow
During the first quarter of 2008, the company generated $166 million in cash from operating activities versus $12 million in the prior year period, driven by strong business performance, lower cash taxes and lower cash used in


 

Page 5 of 14

discontinued operations. During the quarter, the company repurchased $60 million of its outstanding common shares and has an additional $340 million in authorized purchases remaining. Net debt at the end of the first quarter was $2,841 million, an increase of $110 million from the end of the fourth quarter of 2007, primarily driven by the use of cash for share repurchases and the foreign currency translation impact on non-U.S. dollar-denominated debt. Cash and cash equivalents at the end of the first quarter were $763 million versus $825 million at the end of the fourth quarter of 2007.
Outlook
Based on continued execution of its growth strategy across all of its businesses, a stronger pricing environment for acetyls and continued global demand growth, the company increased its full year outlook for adjusted earnings per share to between $3.60 and $3.85 from its previous guidance range of between $3.40 and $3.70. On a comparable basis, 2007 results were $3.29 per share. The guidance is based on an adjusted tax rate of 26 percent and an estimated year-end weighted average of 167 million diluted shares outstanding. The company also increased its operating EBITDA guidance range to between $1,355 million and $1,415 million from its previous range of between $1,290 million and $1,360 million.
“We continue to see challenges in North America, an overall slower European economy and continued high and volatile raw material and energy costs; however, our global integrated business model continues to deliver strong earnings growth,” Weidman said. “With our well-defined growth strategy, strong cash generation, and attractive industry fundamentals, Celanese is positioned to deliver higher, sustainable earnings and create significant value for our shareholders in 2008 and beyond.”
         
Contacts:
       
Investor Relations
  Media — U.S.   Media — Europe
 
       
Mark Oberle
  Jeremy Neuhart   Jens Kurth
Phone: +1 972 443 4464
  Phone: +1 972 443 3750   Phone: +49 69 305 7137
Telefax: +1 972 443 8519
  Telefax: +1 972 443 8519   Telefax: +49 69 305 36787
Mark.Oberle@celanese.com
  Jeremy.Neuhart@celanese.com   J.Kurth@celanese.com


 

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As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.4 billion in 2007, with approximately 70% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,400 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com .
Forward-Looking Statements
This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP
This release reflects five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for affiliate EBITDA is equity in net earnings of affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations.
Use of Non-U.S. GAAP Financial Information
    Operating EBITDA, a measure used by management to measure performance, is defined as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants.
 
    Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider affiliate EBITDA when determining the equity investments’ overall value in the company.


 

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    Adjusted earnings per share is a measure used by management to measure performance. It is defined as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
 
    The tax rate used for adjusted earnings per share is the tax rate based on our original guidance communicated at the company’s investor day in December 2007. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period.
 
    Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company’s capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
 
    Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
Results Unaudited
The results presented in this release, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.

 


 

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Preliminary Consolidated Statements of Operations — Unaudited
                 
    Three Months Ended  
    March 31,  
(in $ millions, except per share data)   2008     2007  
 
Net sales
    1,846       1,555  
Cost of sales
    (1,428 )     (1,196 )
 
           
Gross profit
    418       359  
 
               
Selling, general and administrative expenses
    (136 )     (116 )
Amortization of Intangibles 1
    (19 )     (18 )
Research and development expenses
    (23 )     (17 )
Other (charges) gains, net
    (16 )     (1 )
Foreign exchange gain, net
    7        
Gain (loss) on disposition of assets, net
    3       (1 )
 
           
Operating profit
    234       206  
 
               
Equity in net earnings of affiliates
    10       18  
Interest expense
    (67 )     (72 )
Interest income
    9       14  
Dividend income — cost investments
    28       15  
Other income (expense), net
    4       (10 )
 
           
Earnings from continuing operations before tax and minority interests
    218       171  
 
               
Income tax provision
    (73 )     (49 )
 
           
Earnings from continuing operations before minority interests
    145       122  
 
               
Minority interests
           
 
           
Earnings from continuing operations
    145       122  
 
               
Earnings from discontinued operations:
               
Earnings from operation of discontinued operations
          43  
Gain on disposal of discontinued operations
          31  
Income tax benefit
          5  
 
           
Earnings from discontinued operations
          79  
 
               
Net earnings
    145       201  
   
Cumulative preferred stock dividends
    (3 )     (2 )
 
           
Net earnings available to common shareholders
    142       199  
   
 
               
Earnings per common share — basic:
               
Continuing operations
  $ 0.93     $ 0.75  
Discontinued operations
          0.50  
 
           
Net earnings available to common shareholders
  $ 0.93     $ 1.25  
   
 
               
Earnings per common share — diluted:
               
Continuing operations
  $ 0.87     $ 0.70  
Discontinued operations
          0.45  
 
           
Net earnings available to common shareholders
  $ 0.87     $ 1.15  
   
 
               
Weighted average shares — basic
    152.0       159.3  
Weighted average shares — diluted
    167.3       174.4  
   
1   Customer related intangibles


 

 

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Preliminary Consolidated Balance Sheets — Unaudited
                 
    March 31,     December 31,  
(in $ millions)   2008     2007  
 
ASSETS
               
Current assets:
               
Cash and cash equivalents
    763       825  
Receivables:
               
Trade — third party and affiliates, net
    1,079       1,009  
Other
    444       437  
Inventories
    709       636  
Deferred income taxes
    69       70  
Other assets
    66       86  
 
           
Total current assets
    3,130       3,063  
 
               
Investments
    818       814  
Property, plant and equipment, net
    2,477       2,362  
Deferred income taxes
    12       10  
Other assets
    531       518  
Goodwill
    890       866  
Intangible assets, net
    457       425  
 
           
Total assets
    8,315       8,058  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Short-term borrowings and current installments of long-term debt — third party and affiliates
    253       272  
Trade payables — third parties and affiliates
    822       818  
Other liabilities
    931       888  
Deferred income taxes
    30       30  
Income taxes payable
    48       23  
 
           
Total current liabilities
    2,084       2,031  
 
               
Long-term debt
    3,351       3,284  
Deferred income taxes
    286       265  
Income taxes payable
    239       220  
Benefit obligations
    686       696  
Other liabilities
    544       495  
Minority interests
    6       5  
Shareholders’ equity:
               
Preferred stock
           
Common stock
           
Treasury stock, at cost
    (463 )     (403 )
Additional paid-in capital
    483       469  
Retained earnings
    935       799  
Accumulated other comprehensive income (loss), net
    164       197  
 
           
Total shareholders’ equity
    1,119       1,062  
 
           
Total liabilities and shareholders’ equity
    8,315       8,058  
   


 

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Table 1
    Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA — a Non-U.S. GAAP Measure
                 
    Three Months Ended  
    March 31,  
(in $ millions)   2008     2007  
 
Net Sales
               
Advanced Engineered Materials
    294       262  
Consumer Specialties
    282       269  
Industrial Specialties
    365       346  
Acetyl Intermediates
    1,096       839  
Other Activities 1
          1  
Intersegment eliminations
    (191 )     (162 )
 
           
Total
    1,846       1,555  
   
 
               
Operating Profit (Loss)
               
Advanced Engineered Materials
    30       36  
Consumer Specialties
    50       48  
Industrial Specialties
    17       12  
Acetyl Intermediates
    177       132  
Other Activities 1
    (40 )     (22 )
 
           
Total
    234       206  
   
 
               
Equity Earnings and Other Income/(Expense) 2
               
Advanced Engineered Materials
    9       14  
Consumer Specialties
           
Industrial Specialties
           
Acetyl Intermediates
    29       5  
Other Activities 1
    4       4  
 
           
Total
    42       23  
   
 
               
Other Charges and Other Adjustments 3
               
Advanced Engineered Materials
    1        
Consumer Specialties
    1       1  
Industrial Specialties
    5        
Acetyl Intermediates
    8       13  
Other Activities 1
    7       4  
 
           
Total
    22       18  
   
 
               
Depreciation and Amortization Expense
               
Advanced Engineered Materials
    20       17  
Consumer Specialties
    14       11  
Industrial Specialties
    14       14  
Acetyl Intermediates
    32       24  
Other Activities 1
    3       2  
 
           
Total
    83       68  
   
 
               
Operating EBITDA
               
Advanced Engineered Materials
    60       67  
Consumer Specialties
    65       60  
Industrial Specialties
    36       26  
Acetyl Intermediates
    246       174  
Other Activities 1
    (26 )     (12 )
 
           
Total
    381       315  
   
1   Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies.
 
2   Includes equity earnings from affiliates, dividends from cost investments and other income/(expense).
 
3   Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations (See Table 7).


 

Page 11 of 14

Table 2
Factors Affecting First Quarter 2008 Segment Net Sales Compared to First Quarter 2007
                                         
(in percent)   Volume   Price   Currency   Other 1   Total
 
Advanced Engineered Materials
    6 %     -2 %     8 %     0 %     12 %
Consumer Specialties
    -10 %     5 %     3 %     7 %     5 %
Industrial Specialties
    -11 %     10 %     7 %     -1 %     5 %
Acetyl Intermediates
    8 %     17 %     6 %     0 %     31 %
Total Company
    1 %     12 %     7 %     -1 %     19 %
 
1   Primarily represents net sales from APL (Acetate), divestiture of AT Plastics Films business and captive insurance companies (Total Company).
Table 3
Cash Flow Information
                 
    Three Months Ended
    March 31,
(in $ millions)   2008   2007
 
Net cash provided by operating activities
    166       12  
Net cash provided by (used in) investing activities
    (138 )     325  
Net cash used in financing activities
    (112 )     (17 )
Exchange rate effects on cash
    22       4  
Cash and cash equivalents at beginning of period
    825       791  
 
Cash and cash equivalents at end of period
    763       1,115  
 
Table 4
Cash Dividends Received
                 
    Three Months Ended
    March 31,
(in $ millions)   2008   2007
 
Dividends from equity investments
    43       30  
Dividends from cost investments
    28       15  
 
Total
    71       45  
 
Table 5
Net Debt — Reconciliation of a Non-U.S. GAAP Measure
                 
    March 31,     December 31,  
(in $ millions)   2008     2007  
 
Short-term borrowings and current installments of long-term debt — third party and affiliates
    253       272  
Long-term debt
    3,351       3,284  
       
Total debt
    3,604       3,556  
Less: Cash and cash equivalents
    763       825  
       
Net Debt
    2,841       2,731  
 


 

Page 12 of 14

Table 6
Adjusted Earnings Per Share — Reconciliation of a Non-U.S. GAAP Measure
                 
    Three Months Ended  
    March 31,  
(in $ millions, except per share data)   2008     2007  
 
Earnings from continuing operations before tax and minority interests
    218       171  
Non-GAAP Adjustments:
               
Other charges and other adjustments 1
    22       18  
Refinancing costs
          (2 )
         
Adjusted earnings from continuing operations before tax and minority interests
    240       187  
Income tax provision on adjusted earnings 2
    (62 )     (52 )
Minority interests
           
         
Adjusted earnings from continuing operations
    178       135  
Preferred dividends
    (3 )     (2 )
         
Adjusted net earnings available to common shareholders
    175       133  
Add back: Preferred dividends
    3       2  
         
Adjusted net earnings for adjusted EPS
    178       135  
 
 
               
Diluted shares (millions)
               
         
Weighted average shares outstanding
    152.0       159.3  
Assumed conversion of Preferred Shares
    12.0       12.0  
Assumed conversion of Restricted Stock
    0.5        
Assumed conversion of stock options
    2.8       3.1  
         
Total diluted shares
    167.3       174.4  
         
Adjusted EPS
  $ 1.06     $ 0.77  
 
1   See Table 7 for details
 
2   The adjusted tax rate for the three months ended March 31, 2008 is 26% based on the forecasted adjusted tax rate for 2008.


 

Page 13 of 14

Table 7
Reconciliation of Other Charges and Other Adjustments
Other Charges:
                         
    Three Months Ended  
    March 31,  
(in $ millions)   2008     2007  
 
Employee termination benefits
    7        
Plant/office closures
    7        
Ticona Kelsterbach plant relocation
    2        
Other
          1  
         
Total
    16       1  
 
Other Adjustments: 1
                         
    Three Months Ended     Income  
    March 31,     Statement  
(in $ millions)   2008     2007     Classification  
         
Ethylene pipeline exit costs
          10     Other income/expense, net
Business optimization
    9       2     SG&A
Ticona Kelsterbach plant relocation
    (2 )         Cost of Sales
Other
    (1 )     5     Various
         
Total
    6       17          
         
Total other charges and other adjustments
    22       18          
         
1   These items are included in net earnings but not included in other charges.


 

Page 14 of 14
Table 8
Equity Affiliate Preliminary Results — Total — Unaudited
                 
    Three Months Ended
(in $ millions)   March 31,
    2008   2007
 
Net Sales
               
Ticona Affiliates 1
    355       307  
Infraserv 2
    548       342  
 
Total
    903       649  
 
Operating Profit
               
Ticona Affiliates
    33       44  
Infraserv
    19       17  
 
Total
    52       61  
 
Depreciation and Amortization
               
Ticona Affiliates
    22       14  
Infraserv
    27       19  
 
Total
    49       33  
 
Affiliate EBITDA 3
               
Ticona Affiliates
    55       58  
Infraserv
    46       36  
 
Total
    101       94  
 
Net Income
               
Ticona Affiliates
    19       30  
Infraserv
    38       13  
 
Total
    57       43  
 
Net Debt
               
Ticona Affiliates
    185       160  
Infraserv
    325       (14 )
 
Total
    510       146  
 
Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited 4
                 
    Three Months Ended
(in $ millions)   March 31,
    2008   2007
Net Sales
               
Ticona Affiliates
    163       142  
Infraserv
    176       120  
 
Total
    339       262  
 
Operating Profit
               
Ticona Affiliates
    15       21  
Infraserv
    6       5  
 
Total
    21       26  
 
Depreciation and Amortization
               
Ticona Affiliates
    10       6  
Infraserv
    9       7  
 
Total
    19       13  
 
Affiliate EBITDA 3
               
Ticona Affiliates
    25       27  
Infraserv
    15       12  
 
Total
    40       39  
 
Equity in net earnings of affiliates (as reported on the Income Statement)
Ticona Affiliates
    9       14  
Infraserv
    1       4  
 
Total
    10       18  
 
Affiliate EBITDA in excess of Equity in net earnings of affiliates 5
Ticona Affiliates
    16       13  
Infraserv
    14       8  
 
Total
    30       21  
 
Net Debt
               
Ticona Affiliates
    85       73  
Infraserv
    102       (5 )
 
Total
    187       68  
 
 
1   Ticona Affiliates includes PolyPlastics (45% ownership), Korean Engineering Plastics (50%) and Fortron Industries(50%)
 
2   Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst Group — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack 27%)
 
3   Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure
 
4   Calculated as the product of figures from the above table times Celanese ownership percentage
 
5   Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA

 

Exhibit 99.2
Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 1Q 2008 Earnings Conference Call / Webcast Tuesday, April 22, 2008 10:00 a.m. ET


 

Forward Looking Statements, Reconciliation and Use of Non- GAAP Measures to U.S. GAAP Forward-Looking Statements This presentation may contain "forward-looking statements," which include information concerning the company's plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words "outlook," "forecast," "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward- looking statements contained in this release. Numerous factors, many of which are beyond the company's control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the company's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This presentation reflects five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for affiliate EBITDA is equity in net earnings of affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations. Use of Non-U.S. GAAP Financial Information Operating EBITDA, a measure used by management to measure performance, is defined as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider affiliate EBITDA when determining the equity investments' overall value in the company. Adjusted earnings per share is a measure used by management to measure performance. It is defined as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non- U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. The tax rate used for adjusted earnings per share is the tax rate based on our original guidance communicated at the company's investor day in December 2007. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period. Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company's liquidity and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. Results Unaudited The results presented in this presentation, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year.


 

Dave Weidman Chairman and Chief Executive Officer


 

Celanese Corporation 1Q 2008 Highlights in millions (except EPS) 1st Qtr 2008 1st Qtr 2007 Net Sales $1,846 $1,555 Operating Profit $234 $206 Adjusted EPS $1.06 $0.77 Operating EBITDA $381 $315 Note: All figures exclude results of the discontinued Edmonton Methanol business.


 

Committed to Delivering Value Creation $350 - $400 million increased EBITDA profile plus EPS potential by 2010 Group Asia Revitalization Innovation Organic Balance Sheet Operational Excellence EBITDA Impact Consumer and Industrial Specialties (CIS) X X X X >$100MM Advanced Engineered Materials (AEM) X X X X >$100MM Acetyl Intermediates (AI) X X X >$100MM Celanese Corporate X X Incremental EPS Primary Growth Focus Operating EBITDA EPS


 

2007 2008 2009 2010 AI 20 80 100 120 CIS 44 82 108 130 AEM 25 50 65 110 Operating EBITDA Growth Objectives Clear Path to 2010 Growth Objectives AEM: volume growth > 2X GDP through further penetration CIS: Acetate continues execution on revitalization strategy; Emulsions/PVOH revitalization commences AI: Nanjing acetic acid plant startup leads integrated complex Acetyl Intermediates Consumer and Industrial Specialties Advanced Engineered Materials $ in millions


 

Steven Sterin Senior Vice President and CFO


 

Celanese Corporation Financial Highlights in millions (except EPS) 1st Qtr 2008 1st Qtr 2007 Net Sales $1,846 $1,555 Operating Profit $234 $206 Net Earnings $145 $201 Special Items Other Charges/Adjustments $22 $18 Adjusted EPS $1.06 $0.77 Effective Tax Rate 26% 28% Diluted Share Basis 167.3 174.4 Operating EBITDA $381 $315 Net sales increased 19% from prior year Higher pricing on strong demand Growth in Asia Favorable currency impacts Operating profit improved 14% to $234 as increased sales offset increase raw material costs and China spending Adjusted EPS up 38% to $1.06/share Diluted share basis reflects share repurchase programs 1.6 million shares repurchased under current authorization Operating EBITDA increased to $381


 

in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $294 up 12% $262 Operating EBITDA $60 down 10% $67 Advanced Engineered Materials First Quarter 2008: Net sales increase driven by volume growth (6%) and positive currency effects (8%) Growth in China continues to drive results Slight pricing declines due to geographic and product mix Higher raw material and energy costs continue to pressure margins Overall lower earnings from equity affiliates contributed to decrease in Operating EBITDA


 

First Quarter 2008: Net sales increase primarily driven by European acquisition, improved pricing on global demand and favorable currency impacts Pricing more than offset significantly higher energy costs Operating EBITDA improvement also includes acquisition synergies Consumer Specialties in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $282 up 5% $269 Operating EBITDA $65 up 8% $60


 

First Quarter 2008: Increase in net sales primarily driven by favorable pricing and foreign currency effects Volumes pressured by continued softness in U.S. housing and construction segments Increased revenues offset raw material cost pressures Industrial Specialties in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $365 up 5% $346 Operating EBITDA $36 up 38% $26


 

Acetyl Intermediates in millions 1st Qtr 2008 1st Qtr 2007 Net Sales $1,096 up 31% $839 Operating EBITDA $246 up 41% $174 First Quarter 2008: Strong global demand sustained higher pricing levels and drove record sales for the quarter Incremental volumes from the Nanjing plant also contributed to increase Favorable supply/demand environment and increased dividends from Ibn Sina more than offset higher raw material and energy costs


 

1Q 2007 1Q 2008 1Q 2007 1Q 2008 Earnings - Equity Investments 18 10 Dividends - Cost Investments 15 28 Total affiliate earnings impact improved 15% to $38 million from prior year Increased dividends from Ibn Sina methanol and MTBE cost affiliate more than offset performance of AEM affiliates currently pressured by high raw material and energy costs Cash from affiliates increased with higher dividends from Ibn Sina and our equity partners due to timing Total Operating EBITDA of $381 excludes ~$30 million of proportional Affiliate EBITDA Income Statement Cash Flow Affiliates Continue to Deliver Value


 

Continued Strong Cash Generation Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow in millions 1st Qtr 2008 1st Qtr 2007 Net cash provided by operating activities $166 $12 Adjustments to operating cash for discontinued operations $1 $61 Net cash provided by operating activities from continuing operations $167 $73 Less: Capital expenditures $81 $49 Other adjustments1 $19 $11 Adjusted Free Cash Flow $67 $13 Factors contributing to strong cash generation during 2008: Strong operating performance Increased dividends from cost and equity affiliates Lower cash taxes Continued commitment and increased investment in Asia 1Amounts primarily associated with the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes.


 

2008 Business Outlook Continued strong global demand Incremental acetic acid volume associated with China expansion VAM and acetic anhydride production scheduled to begin in Nanjing Prices expected to adjust only modestly in 2008 Acetyl Intermediates Volume growth >2x GDP across both transportation and non-transportation applications Continued high energy and raw material costs expected to pressure margins Significant progress expected in Nanjing production capabilities Advanced Engineered Materials Synergy capture from APL integration Strong underlying business fundamentals Consumer Specialties High raw material costs continue Realize benefits from revitalization efforts Industrial Specialties 2008 Guidance: Adjusted EPS $3.60 to $3.85 Operating EBITDA $1,355 to $1,415 million Forecasted 2008 adjusted tax rate of 26%


 

Affiliate Income increased on strong performance of Ibn Sina Net Interest updated to reflect strong Euro translation on foreign debt Diluted Share Count updated to reflect 1.6 million shares repurchased in 1Q Depreciation and Amortization increased on foreign currency impacts Cash Taxes expected to be higher primarily as a result of increased earnings outlook Update to 2008 Guidance in millions Previous Current Affiliate Income1 $175 - $185 $200 - $215 Net Interest2 $200 - $210 $210 - $220 Diluted Share Count 169 167 Depreciation and Amortization $300 - $310 $310 - $320 Cash Taxes $100 -$120 $125 - $145 Capital Expenditures $280 - $300 $280 - $300 Estimated Adjusted Tax Rate for EPS 26% 26% 1Cost dividends and equity earnings 2Net interest income and interest expense Adjusted Free Cash Flow Adjusted Free Cash Flow $500 - $550 $550 - $600 Previous Current Operating EBITDA $1,355 - $1,415


 

Appendix


 

1Q 2008 Other Charges and Other Adjustments by Segment $ in millions AEM CS IS AI Other Total Employee termination benefits 1 1 1 2 2 7 Plant/office closures - - 2 5 - 7 Ticona Kelsterbach relocation 2 - - - - 2 Total other charges 3 1 3 7 2 16 Business optimization - - 2 - 7 9 Ticona Kelsterbach relocation (2) - - - - (2) Other - - - 1 (2) (1) Total other adjustments (2) - 2 1 5 6 Total other charges and other adjustments 1 1 5 8 7 22


 

Reg G: Reconciliation of Adjusted EPS


 

Reg G: Reconciliation of Net Debt


 

Reg G: Other Charges and Other Adjustments


 

Reg G: Reconciliation of Operating EBITDA


 

Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited