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):   February 3, 2009
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 February 3, 2009, Celanese Corporation (the “ Company ”) issued a press release reporting the financial results for its fourth quarter and full year 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 February 3, 2009, 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. ET (8:00 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 February 3, 2009*
       
 
  99.2    
Slide Presentation dated February 3, 2009*
 
*   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/ Miguel A. Desdin    
    Name:   Miguel A. Desdin   
    Title:   Vice President and Controller   
         
Date: February 3, 2009         

 


 

         
Exhibit Index
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated February 3, 2009*
       
 
  99.2    
Slide Presentation dated February 3, 2009*
 
*   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
     
 
  (CELANESE GRAPHIC)
     
 
  Celanese Corporation
 
  Investor Relations
 
  1601 West LBJ Freeway
 
  Dallas, Texas 75234-6034
Corporate News Release
Celanese Corporation Reports Fourth Quarter and Full Year Results
Fourth quarter highlights:
    Net sales were $1,286 million, down 27% from prior year period
 
    Operating profit was ($152) million versus $324 million in prior year period
 
    Net earnings was ($159) million versus $214 million in prior year period
 
    Operating EBITDA was $68 million versus $349 million in prior year period
 
    Diluted EPS from continuing operations was ($0.97) versus $1.23 in prior year period
 
    Adjusted EPS was ($0.38) versus $0.93 in prior year period; including approximately $0.48 of inventory accounting impact
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions, except per share data)   2008     2007     2008     2007  
 
Net sales
    1,286       1,760       6,823       6,444  
Operating profit (loss)
    (152 )     324       440       748  
Net earnings (loss)
    (159 )     214       278       426  
Operating EBITDA 1
    68       349       1,169       1,294  
Diluted EPS — continuing operations
    ($0.97 )   $ 1.23     $ 2.29     $ 1.96  
Diluted EPS — Total
    ($1.12 )   $ 1.27     $ 1.70     $ 2.49  
Adjusted EPS 1
    ($0.38 )   $ 0.93     $ 2.77     $ 3.29  
 
  1 Non-U.S. GAAP measures. See reconciliation in tables 1 and 6.
Dallas, February 3, 2009: Celanese Corporation (NYSE: CE), a leading global chemical company, today reported fourth quarter 2008 net sales of $1,286 million, a 27 percent decrease from the prior year period, driven by significantly lower volumes on weak global demand and unprecedented inventory destocking throughout its end-consumer supply chains. Operating profit was a loss of $152 million compared with a profit of $324 million in the same period last year. Results included fixed asset impairment charges of $94 million associated with the potential closure of the company’s acetic acid and vinyl acetate monomer (VAM) production facility in Pardies, France, and its VAM production unit in Cangrejera, Mexico, as well as other actions that the company is taking. Net earnings were a loss of $159 million compared with a profit of $214 million in the same period last year.
During the fourth quarter of 2008, the company aggressively managed its global production capacity in order to minimize inventory levels and optimize its working capital and cash positions. The company estimated that the total non-cash inventory accounting impact, which includes the negative effects of first-in, first-out (FIFO) accounting and inventory draw due to lower production levels, was approximately $101 million in the period.
Adjusted earnings per share for the fourth quarter of 2008 were a loss of $0.38 compared with a profit of $0.93 in the same period last year. These results exclude approximately $105 million of other charges and adjustments, including the fixed asset impairment charges. Operating EBITDA was $68 million in the fourth quarter of 2008 versus $349 million in the prior year period.


 

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“During the fourth quarter, historically weak market conditions drove a dramatic decline in overall global demand for many industries that we supply. While our Consumer Specialties segment continued to deliver high earnings levels, recessionary trends, coupled with an unprecedented inventory destocking, resulted in sharp volume declines in our other businesses,” said David Weidman, chairman and chief executive officer. “We are pleased that the aggressive actions that we have taken to align our business operations and production with current demand levels resulted in solid cash generation.”
Recent Highlights
    Announced the assessment of the potential closure of acetic acid and vinyl acetate monomer (VAM) production in Pardies, France, and VAM production in Cangrejera, Mexico, as well as certain other actions the company is considering.
 
    Released its 2008 Sustainability Report, which details the company’s industry-leading commitment to safety, health and the environment across its worldwide operations. The report also highlights best practices driven by the company’s employees around the world. The company’s 2008 global OSHA Injury Rate (OIR), or the annual number of injuries per 100 employees, was 0.26, which is among the best in the chemical industry.
 
    Reached an agreement with the Frankfurt, Germany, Airport (Fraport AG) to receive an advance payment of 322 million associated with the relocation of its Ticona business in Kelsterbach, Germany. This advance payment will be in lieu of the payments of 200 million and 140 million originally scheduled to be paid in June 2009 and June 2010, respectively.
Fourth Quarter Segment Overview
Consumer Specialties
Consumer Specialties continued to execute its strategy to deliver higher, sustainable earnings. Net sales in the quarter were $286 million, up $7 million from the prior year period, primarily driven by higher pricing on continued strong demand. The higher pricing was partially offset by overall lower volumes and unfavorable currency effects. The lower volumes were primarily attributed to lower acetate flake sales resulting from the company’s decision to shift flake production to its China ventures. Operating profit was $52 million, a $17 million decrease from the prior year period. Fourth quarter 2007 results included a one-time gain of $22 million associated with the sale of the company’s Edmonton, Canada facility. Operating EBITDA was $65 million, up 14 percent from the same period last year.
Industrial Specialties Industrial Specialties’ successful new market strategy in Asia and favorable pricing were offset by overall weaker demand in North America and Europe. Net sales in the quarter were $277 million, a $54 million decrease from the same period last year, driven by lower overall volumes and unfavorable currency effects. The company achieved higher overall pricing across all business lines to partially offset the lower volumes. Operating profit in the quarter was a loss of $8 million compared with a profit of $26 million in the prior year


 

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period, primarily driven by the lower volumes and inventory accounting impacts of $15 million. Operating EBITDA was $8 million compared with $41 million in the prior year period.
Advanced Engineered Materials
Advanced Engineered Materials maintained increased pricing for its high value-in-use product portfolio but experienced significant volume pressure across many of its product lines. Net sales in the quarter were $195 million, a $58 million decrease from the prior year period. The higher pricing, aided by positive product mix, was not able to offset the lower overall volumes primarily driven by significant reductions in U.S. and European automotive production. Many non-automotive applications, such as medical, filtration and electronics, as well as applications for the China market, experienced only modest declines in the quarter. Operating profit in the fourth quarter was a loss of $48 million compared with a profit of $30 million in the prior year period and included $23 million of impact related to inventory accounting and $16 million associated with fixed asset impairments. Operating EBITDA, which excludes the impact of the asset impairments, was a loss of $3 million compared with a profit of $45 million in the same period last year. Additionally, equity in net earnings from Advanced Engineered Materials’ strategic equity affiliates were $5 million lower than the prior year period and contributed $4 million in the quarter.
Acetyl Intermediates
Acetyl Intermediates experienced a dramatic decline in overall global demand for its products due to prolonged inventory destocking in its end-market customer supply chain and lower pricing for acetyl products. Net sales in the quarter were $656 million, a 39 percent decrease from the same period last year, primarily due to the lower volumes. The lower pricing was driven by lower overall demand and a decrease in raw material input costs, which impacted the formula-based pricing for many acetyl derivatives. Operating profit was a loss of $116 million compared with a profit of $276 million in the same period last year and included $75 million in net other charges and adjustments, primarily related to fixed asset impairments. Lower raw material and energy costs could not offset the lower volumes and decreased pricing in the quarter. The impact of inventory accounting totaled approximately $63 million in the current period. Operating EBITDA, which excludes the other charges and adjustments, was $21 million compared with $231 million in the same period last year. Dividends from the company’s Ibn Sina cost affiliate increased to $29 million compared to $22 million a year ago.
Taxes
The tax rate for adjusted earnings per share was 26 percent in the fourth quarter of 2008 compared with 28 percent in the fourth quarter of 2007. The effective tax rate for continuing operations for 2008 was 15 percent versus 25 percent in 2007. The effective tax rate for 2008 is lower primarily due to increased earnings in jurisdictions with reduced tax rates and the U.S. impact of foreign operations. Cash taxes for 2008 were $98 million compared with $191 million in 2007, primarily as a result of tax losses in the U.S. and the timing of cash taxes in certain jurisdictions.


 

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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 $37 million in the fourth quarter of 2008 compared with $40 million in the prior year period. The decrease is attributed to lower earnings from the company’s Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in cash flows, were $31 million compared with $26 million in the same period last year, driven by higher dividends from the company’s Ibn Sina cost affiliate.
Cash Flow
Net debt at the end of the fourth quarter of 2008 was $2,857 million, a decrease of $179 million from the end of the third quarter of 2008, on strong cash flow during the period. Additionally, the company made net repayments of $72 million in short term borrowings and affiliate debt in the quarter. Net debt at the end of the fourth quarter of 2007 was $2,731 million.
“Our current capital structure is stable, flexible and low-cost,” said Steven Sterin, senior vice president and chief financial officer. “We are focused on cash generation and committed to investing in our businesses, and funding our restructuring and productivity initiatives. At the same time, we are continuing to position Celanese for the future. Receiving the advance payment from Fraport increases our flexibility and is a cost-effective way to manage the expenses and cash associated with the relocation of our Ticona business in Kelsterbach, Germany.”
The company continued to generate strong cash flow during the twelve months of 2008 and reported a cash inflow of $568 million from operating activities, up $2 million from the prior year period. Favorable trade working capital and lower cash taxes paid helped to offset the lower operating performance.
Cash used in investing activities totaled $184 million for the full year 2008 compared with $143 million of cash received in the prior year. During the fourth quarter of 2008, the company incurred $63 million of costs associated with the relocation of Ticona’s Kelsterbach production facility. Additionally, the company received net proceeds of $109 million related to the sale of marketable securities in the period.
Cash and cash equivalents at the end of the fourth quarter were $676 million compared with $825 million at the end of the fourth quarter of 2007. During 2008, the company repurchased a total of $378 million of its outstanding common shares.
Outlook
The company expects the inventory destocking to diminish in 2009, but does not foresee a short-term recovery in the global economic environment. While the company has chosen not to provide a full-year outlook for 2009, it does expect earnings to improve from fourth quarter levels throughout the year, as the impact of destocking and the negative effects of inventory accounting decrease.


 

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The company announced that it is taking aggressive actions in response to the expected prolonged weak demand environment. These actions include an assessment of its current manufacturing footprint and reductions of its overall fixed cost structure. Initial reductions have already been initiated and total between $100 million and $120 million annually.
“With the current global economic recession and continued weak consumer demand, we would expect volumes to remain under pressure in 2009, even with the easing of inventory destocking. Margins should benefit from lower raw material and energy costs as the impact of inventory accounting subsides. Although our businesses are well positioned, we will continue to take the necessary, aggressive actions required to align our operations and staffing with the short-term demand environment, while strengthening our businesses for the long-term,” said Weidman.
         
Contacts:
       
Investor Relations
  Media — U.S.   Media — Europe
Mark Oberle
  W. Travis Jacobsen   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
  William.Jacobsen@celanese.com   J.Kurth@celanese.com
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 $6.8 billion in 2008, with approximately 65% 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 8,350 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.


 

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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.
 
    Adjusted earnings per share is a measure used by management to measure performance. It is defined as net earnings (loss) available to common shareholders plus preferred dividends, adjusted for other charges and adjustments, and divided by the number of basic common shares, diluted preferred shares, and options valued using the treasury method. We provide guidance on an adjusted earnings per share basis and are unable to reconcile forecasted adjusted earnings per share to a GAAP financial measure without unreasonable effort because a forecast of Other Items is not practical. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
 
    The tax rate used for adjusted earnings per share is the tax rate based on our initial guidance, less changes in uncertain tax positions. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period.
 
    Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company’s capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
 
    Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.
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     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions, except per share data)   2008     2007     2008     2007  
     
Net sales
    1,286       1,760       6,823       6,444  
Cost of sales
    (1,177 )     (1,348 )     (5,567 )     (4,999 )
     
Gross profit
    109       412       1,256       1,445  
 
                               
Selling, general and administrative expenses
    (124 )     (145 )     (540 )     (516 )
Amortization of Intangibles 1
    (18 )     (19 )     (76 )     (72 )
Research and development expenses
    (21 )     (19 )     (80 )     (73 )
Other (charges) gains, net
    (84 )     60       (108 )     (58 )
Foreign exchange gain (loss), net
    (7 )     2       (4 )     2  
Gain (loss) on disposition of assets, net
    (7 )     33       (8 )     20  
     
Operating profit
    (152 )     324       440       748  
 
                               
Equity in net earnings of affiliates
    8       17       54       82  
Interest expense
    (66 )     (66 )     (261 )     (262 )
Refinancing expenses
                      (256 )
Interest income
    4       10       31       44  
Dividend income — cost investments
    29       23       167       116  
Other income (expense), net
    (1 )     5       8       (25 )
     
Earnings (loss) from continuing operations before tax and minority interests
    (178 )     313       439       447  
 
                               
Income tax (provision) benefit
    (40 )     (104 )     (66 )     (110 )
Minority interests
          (1 )     1       (1 )
     
Earnings (loss) from continuing operations
    (138 )     208       374       336  
 
                               
Earnings (loss) from discontinued operations:
                               
Earnings (loss) from operation of discontinued operations
          2       (120 )     40  
Gain on disposal of discontinued operations
    6       5       6       52  
Income tax (provision) benefit
    (27 )     (1 )     18       (2 )
     
Earnings (loss) from discontinued operations
    (21 )     6       (96 )     90  
 
                               
Net earnings (loss)
    (159 )     214       278       426  
     
 
                               
Cumulative preferred stock dividends
    (2 )     (3 )     (10 )     (10 )
     
Net earnings (loss) available to common shareholders
    (161 )     211       268       416  
     
 
                               
Earnings (loss) per common share — basic:
                               
Continuing operations
    ($0.97 )   $ 1.35     $ 2.45     $ 2.11  
Discontinued operations
    (0.15 )     0.04       (0.64 )     0.58  
     
Net earnings (loss) available to common shareholders
    ($1.12 )   $ 1.39     $ 1.81     $ 2.69  
     
 
                               
Earnings (loss) per common share — diluted:
                               
Continuing operations
    ($0.97 )   $ 1.23     $ 2.29     $ 1.96  
Discontinued operations
    (0.15 )     0.04       (0.59 )     0.53  
     
Net earnings (loss) available to common shareholders
    ($1.12 )   $ 1.27     $ 1.70     $ 2.49  
     
 
                               
Weighted average shares (millions)
                               
Basic
    143.5       151.7       148.4       154.5  
Diluted
    143.5       168.6       163.5       171.2  
     
7   Customer related intangibles


 

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Preliminary Consolidated Balance Sheets — Unaudited
                 
    December 31,     December 31,  
(in $ millions)   2008     2007  
     
ASSETS
               
Current assets:
               
Cash and cash equivalents
    676       825  
Receivables:
               
Trade -third party and affiliates, net
    631       1,009  
Non-trade
    328       437  
Inventories
    577       636  
Deferred income taxes
    32       70  
Marketable securities, at fair value
    6       46  
Other assets
    42       40  
     
Total current assets
    2,292       3,063  
 
               
Investments
    790       814  
Property, plant and equipment, net
    2,472       2,362  
Deferred income taxes
    82       10  
Marketable securities, at fair value
    94       209  
Other assets
    357       309  
Goodwill
    772       866  
Intangible assets, net
    364       425  
     
Total assets
    7,223       8,058  
     
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Short-term borrowings and current installments of long-term debt — third party and affiliates
    233       272  
Trade payables — third party and affiliates
    523       818  
Other liabilities
    574       888  
Deferred income taxes
    21       30  
Income taxes payable
    23       23  
     
Total current liabilities
    1,374       2,031  
 
               
Long-term debt
    3,300       3,284  
Deferred income taxes
    182       265  
Uncertain tax positions
    218       220  
Benefit obligations
    1,167       696  
Other liabilities
    806       495  
Minority interests
    2       5  
Shareholders’ equity:
               
Preferred stock
           
Common stock
           
Treasury stock, at cost
    (781 )     (403 )
Additional paid-in capital
    495       469  
Retained earnings
    1,043       799  
Accumulated other comprehensive income (loss), net
    (583 )     197  
     
Total shareholders’ equity
    174       1,062  
     
Total liabilities and shareholders’ equity
    7,223       8,058  
     


 

Page 9 of 13

Table 1
Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions)   2008     2007     2008     2007  
         
Net Sales
                               
Advanced Engineered Materials
    195       253       1,061       1,030  
Consumer Specialties
    286       279       1,155       1,111  
Industrial Specialties
    277       331       1,406       1,346  
Acetyl Intermediates
    656       1,083       3,875       3,615  
Other Activities 1
    1       0       2       2  
Intersegment eliminations
    (129 )     (186 )     (676 )     (660 )
         
Total
    1,286       1,760       6,823       6,444  
         
 
                               
Operating Profit (Loss)
                               
Advanced Engineered Materials
    (48 )     30       32       133  
Consumer Specialties
    52       69       190       199  
Industrial Specialties
    (8 )     26       47       28  
Acetyl Intermediates
    (116 )     276       309       616  
Other Activities 1
    (32 )     (77 )     (138 )     (228 )
         
Total
    (152 )     324       440       748  
         
 
                               
Equity Earnings, Cost — Dividend Income and Other Income (Expense)
                               
Advanced Engineered Materials
    5       7       37       55  
Consumer Specialties
    (2 )     3       47       40  
Industrial Specialties
                       
Acetyl Intermediates
    30       27       125       78  
Other Activities 1
    3       8       20        
         
Total
    36       45       229       173  
         
 
                               
Other Charges and Other Adjustments 2
                               
Advanced Engineered Materials
    22       (10 )     25       (5 )
Consumer Specialties
    2       (27 )     3       (16 )
Industrial Specialties
    2       (1 )     13       32  
Acetyl Intermediates
    75       (97 )     108       (69 )
Other Activities 1
    4       42       22       140  
         
Total
    105       (93 )     171       82  
         
 
                               
Depreciation and Amortization Expense
                               
Advanced Engineered Materials
    18       18       76       69  
Consumer Specialties
    13       12       53       51  
Industrial Specialties
    14       16       57       59  
Acetyl Intermediates
    32       25       134       106  
Other Activities 1
    2       2       9       6  
         
Total
    79       73       329       291  
         
 
                               
Operating EBITDA
                               
Advanced Engineered Materials
    (3 )     45       170       252  
Consumer Specialties
    65       57       293       274  
Industrial Specialties
    8       41       117       119  
Acetyl Intermediates
    21       231       676       731  
Other Activities 1
    (23 )     (25 )     (87 )     (82 )
         
Total
    68       349       1,294       1,294  
         
1   Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies.
 
2   See Table 7.


 

Page 10 of 13

Table 2
Factors Affecting Fourth Quarter 2008 Segment Net Sales Compared to Fourth Quarter 2007
                                         
(in percent)   Volume     Price     Currency     Other 1     Total  
 
Advanced Engineered Materials
    -25 %     6 %     -4 %     0 %     -23 %
Consumer Specialties
    -6 %     10 %     -1 %     0 %     3 %
Industrial Specialties
    -19 %     7 %     -4 %     0 %     -16 %
Acetyl Intermediates
    -30 %     -7 %     -2 %     0 %     -39 %
Total Company
    -26 %     -1 %     -3 %     3 %     -27 %
 
Factors Affecting Twelve Months 2008 Segment Net Sales Compared to Twelve Months 2007
                                         
(in percent)   Volume     Price     Currency     Other 1     Total  
 
Advanced Engineered Materials
    -4 %     3 %     4 %     0 %     3 %
Consumer Specialties
    -6 %     7 %     1 %     2 %     4 %
Industrial Specialties
    -10 %     11 %     4 %     -1 %     4 %
Acetyl Intermediates
    -3 %     7 %     3 %     0 %     7 %
Total Company
    -5 %     8 %     3 %     0 %     6 %
 
1   Primarily represents net sales from APL divestiture of AT Plastics Films business and captive insurance companies (Total Company).
Table 3
Cash Flow Information
                 
    Twelve Months Ended  
    December 31,  
(in $ millions)   2008     2007  
 
Net cash provided by operating activities
    568       566  
Net cash provided by (used in) investing activities 1
    (184 )     143  
Net cash used in financing activities
    (498 )     (714 )
Exchange rate effects on cash
    (35 )     39  
Cash and cash equivalents at beginning of period
    825       791  
 
Cash and cash equivalents at end of period
    676       825  
 
1   2008 includes $311 million of cash received and $185 million of capital expenditures related to the Ticona Kelsterbach plant relocation.
Table 4
Cash Dividends Received
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions)   2008     2007     2008     2007  
 
Dividends from equity investments
    2       3       64       57  
Dividends from cost investments
    29       23       167       116  
 
Total
    31       26       231       173  
 


 

Page 11 of 13

Table 5
Net Debt — Reconciliation of a Non-U.S. GAAP Measure
                 
    December 31,     December 31,  
(in $ millions)   2008     2007  
 
Short-term borrowings and current installments of long-term debt — third party and affiliates
    233       272  
Long-term debt
    3,300       3,284  
     
Total debt
    3,533       3,556  
     
Less: Cash and cash equivalents
    676       825  
     
Net Debt
    2,857       2,731  
     
Table 6
Adjusted Earnings (Loss) Per Share — Reconciliation of a Non-U.S. GAAP Measure
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions, except per share data)   2008     2007     2008     2007  
 
Earnings (loss) from continuing operations before tax and minority interests
    (178 )     313       439       447  
Non-GAAP Adjustments:
                               
Other charges and other adjustments 1
    105       (93 )     171       82  
Refinancing costs
                      254  
         
Adjusted Earnings (loss) from continuing operations before tax and minority interests
    (73 )     220       610       783  
Income tax (provision) benefit on adjusted earnings 2
    19       (62 )     (159 )     (219 )
Minority interests
          (1 )     1       (1 )
         
Adjusted Earnings (loss) from continuing operations
    (54 )     157       452       563  
Preferred dividends
    (2 )     (3 )     (10 )     (10 )
         
Adjusted net earnings (loss) available to common shareholders
    (56 )     154       442       553  
Add back: Preferred dividends
    2       3       10       10  
         
Adjusted net earnings (loss) for adjusted EPS
    (54 )     157       452       563  
         
 
                               
Diluted shares (millions)
                               
         
Weighted average shares outstanding
    143.5       151.7       148.4       154.5  
Assumed conversion of Preferred Shares
          12.0       12.0       12.0  
Assumed conversion of Restricted Stock
          0.6       0.5       0.3  
Assumed conversion of stock options
          4.3       2.6       4.4  
         
Total diluted shares
    143.5       168.6       163.5       171.2  
         
Adjusted EPS
    0.93       0.93       2.77       3.29  
         
1   See Table 7 for details
 
2   The adjusted tax rate for the three and twelve months ended December 31, 2008 is 26% based on the forecasted adjusted tax rate for 2008.
 
3   The impact of inventory accounting adjustments on Adjusted EPS is $0.48 calculated as $101 million tax effected at 26% divided by 155.9 million diluted shares for the three months ended December 31, 2008.


 

Page 12 of 13
Table 7
Reconciliation of Other Charges and Other Adjustments
Other Charges:
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions)   2008     2007     2008     2007  
     
Employee termination benefits
    2       5       21       32  
Plant/office closures
          7       7       11  
Insurance recoveries associated with plumbing cases
          (2 )           (4 )
Long-term compensation triggered by Exit Event
                      74  
Asset impairments
    94             115       9  
Clear Lake insurance recoveries
    (15 )     (40 )     (38 )     (40 )
Resolution of commercial disputes with a vendor
          (31 )           (31 )
Sorbates settlement
                (8 )    
Ticona Kelsterbach plant relocation
    4       1       12       5  
Other
    (1 )           (1 )     2  
             
Total
    84       (60 )     108       58  
 
Other Adjustments: 1
                                         
    Three Months Ended     Twelve Months Ended     Income
    December 31,     December 31,     Statement
(in $ millions)   2008     2007     2008     2007     Classification  
         
Ethylene pipeline exit costs
                (2 )     10     Other income (expense), net
Business optimization
    6       8       33       18     SG & A
Foreign exchange loss related to refinancing transaction
                      22     Other income (expense), net
Ticona Kelsterbach plant relocation
    2             (4 )         Cost of Sales
Plant closures
    9             23           Cost of Sales
AT Plastics films sale
                      7     Gain on disposition
Gain on Edmonton sale
          (34 )           (34 )   Gain on disposition
Other
    4       (7 )     13       1     Various
                     
Total
    21       (33 )     63       24          
         
 
                                       
Total other charges and other adjustments
    105       (93 )     171       82          
         
1   These items are included in net earnings but not included in other charges.


 

Page 13 of 13
Table 8
Equity Affiliate Preliminary — Total — Unaudited
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions)   2008     2007     2008     2007  
 
Net Sales
                               
Ticona Affiliates 1
    277       336       1,394       1,270  
Infraserv 2
    537       623       2,243       1,798  
 
Total
    814       959       3,068       3,068  
 
Operating Profit
                               
Ticona Affiliates
    17       40       133       188  
Infraserv
    19       26       98       87  
 
Total
    36       66       231       275  
 
Depreciation and Amortization
                               
Ticona Affiliates
    22       17       76       56  
Infraserv
    21       26       106       87  
 
Total
    43       43       182       143  
 
Affiliate EBITDA 3
                               
Ticona Affiliates
    39       57       209       244  
Infraserv
    40       52       204       174  
 
Total
    79       109       418       418  
 
Net Income
                               
Ticona Affiliates
    10       21       77       119  
Infraserv
    6       18       55       77  
 
Total
    16       132       132       196  
 
Net Debt
                               
Ticona Affiliates
    216       208       216       208  
Infraserv
    508       39       508       39  
 
Total
    724       724       247       247  
 
Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited 4
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
(in $ millions)   2008     2007     2008     2007  
 
Net Sales
                               
Ticona Affiliates
    127       155       642       587  
Infraserv
    173       199       722       587  
 
Total
    300       364       1,174       1,174  
 
 
                               
Operating Profit
                               
Ticona Affiliates
    8       19       61       89  
Infraserv
    9       9       34       29  
 
Total
    17       28       95       118  
 
 
                               
Depreciation and Amortization
                               
Ticona Affiliates
    10       8       35       26  
Infraserv
    6       11       34       31  
 
Total
    16       69       69       57  
 
 
                               
Affiliate EBITDA 3
                               
Ticona Affiliates
    18       27       96       115  
Infraserv
    15       20       68       59  
 
Total
    33       4       164       174  
 
 
                               
Equity in net earnings of (as reported on the affiliates Income Statement)
Ticona Affiliates
    4       9       35       56  
Infraserv
    4       8       19       26  
 
Total
    8       17       54       82  
 
 
                               
Affiliate EBITDA in excess of Equity in net earnings of affiliates 5
Ticona Affiliates
    14       18       61       59  
Infraserv
    11       12       49       33  
 
Total
    25       30       110       92  
 
 
                               
Net Debt
                               
Ticona Affiliates
    98       96       98       96  
Infraserv
    160       20       160       20  
 
Total
    258       116       258       116  
 
1   Ticona Affiliates includes Polyplastics (45% ownership), Korean Engineering Plastics (50%), Fortron Industries (50%), and Una SA (50%)
 
2   Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack 28%)
 
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 4Q 2008 Earnings Conference Call / Webcast Tuesday, February 3, 2009 9:00 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 initial guidance, less changes in uncertain tax positions. We adjust this tax rate during the year only if there is a substantial change in our underlying operations; an updated forecast would not necessarily result in a change to our tax rate used for adjusted earnings per share. The adjusted tax rate may differ significantly from the tax rate used for U.S. GAAP reporting in any given reporting period. It is not practical to reconcile our prospective adjusted tax rate to the actual U.S. GAAP tax rate in any future period. Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's capital structure. Our management and credit analysts use net debt to evaluate the company's capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges and adjustments. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company's cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company's liquidity and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. 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 4Q and full year 2008 highlights in millions (except EPS) 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $1,286 $1,760 $6,823 $6,444 Operating Profit/(Loss) ($152) $324 $440 $748 Adjusted EPS ($0.38) $0.93 $2.77 $3.29 Operating EBITDA $68 $349 $1,169 $1,294 Note: All 2007 figures exclude results of the divested Oxo Alcohol business and the discontinued Edmonton Methanol business. 1 $101 million inventory accounting impact tax effected at 26% divided by 155.9 million diluted shares for the three months ended December 31, 2008. Fourth Quarter 2008: Significant cash generation Inventory accounting impact of ~$0.48/share1 included in Adjusted EPS


 

Peak and trough relative performance Relative Peak versus Trough Quarter - Operating EBIDTA Industrial Specialties Acetyl Intermediates Advanced Engineered Materials Consumer Specialties Other Activities Trough defined as four quarters of sustained -1% to 1% global GDP Note: Earnings from strategic affiliates included in total Operating EBITDA amounts but excluded from margin % amounts Operating EBITDA 18 - 20% 8 - 10% 22 - 25% 18 - 20% 21 - 23% Normalized Trough Conditions 10 - 12% 13 - 15% Seasonality Inventory accounting impacts Customer destocking Impacting Factors Normalized Peak Conditions 20 - 22%


 

Advantaged technology and cost position Source: Celanese estimates, available public data 2009E Acetic Acid Cost Curve (kt) (based on nameplate capacity) 78 256 275 285 393 656 747 Base Byproduct CE Other Leading tech Non China MeOH China Ethylene Ethanol Ethanol Ethylene By Prod Avg Non-China MeOH Carbonylation Avg Other Leading Technology Highest Cost China MeOH Assumes Oil at $60/barrel Lower Cost China MeOH Average Celanese Acetyl Intermediates >15% ROIC Effective Industry Utilization Rates


 

Steven Sterin Senior Vice President and CFO


 

Celanese Corporation financial highlights in millions (except EPS) 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $1,286 $1,760 $6,823 $6,444 Operating Profit/(Loss) ($152) $324 $440 $748 Net Earnings/(Loss) ($159) $214 $278 $426 Other Charges/Adjustments $105 ($93) $171 $82 Adjusted EPS ($0.38) $0.93 $2.77 $3.29 Effective Tax Rate 26% 28% 26% 28% Diluted Share Basis 143.5 168.6 163.5 171.2 Operating EBITDA $68 $349 $1,169 $1,294 FY 2008 net sales increased 6% on higher pricing and favorable currency across all businesses Operating profit decreased 41% to $440 million and includes ~$166 million in asset impairment charges and other restructuring costs Adjusted EPS down 16% to $2.77/share Operating EBITDA decreased 10% to $1,169 million reflecting the impacts of destocking, inventory accounting and weak global demand during the fourth quarter 4Q 2008 FY 2008 4Q 2008 net sales decreased 27% on significant volume declines Weak global demand Unprecedented inventory destocking Operating profit was a loss of $152 million due to lower volumes, inventory accounting impacts of ~$101 million and ~$94 million of asset impairment charges Adjusted EPS fell to ($0.38)/share Operating EBITDA decreased to $68 million


 

Fourth Quarter 2008: Net sales increase primarily driven by higher pricing which more than offset lower volumes and unfavorable currency Easing raw material and energy costs resulted in margin expansion Operating EBITDA improvement demonstrates sustained earnings performance during challenging economic environment Consumer Specialties in millions 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $286 $279 $1,155 $1,111 Operating EBITDA $65 $57 $293 $274 Outlook: Stable volumes expected in 2009 Continued margin expansion with ongoing decreases in energy and raw material costs


 

Fourth Quarter 2008: Net sales decrease primarily driven by lower volumes and unfavorable currency effects Higher pricing helped to offset significant volume declines Inventory accounting impacts ($15 million) and lower volumes primary reason for decrease in Operating EBITDA Industrial Specialties in millions 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $277 $331 $1,406 $1,346 Operating EBITDA $8 $41 $117 $119 Outlook: Volumes in North America and Europe remain challenged Continued success in Asia and new product development help offset volume weakness Raw material and energy cost reductions should positively impact margins


 

in millions 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $195 $253 $1,061 $1,030 Operating EBITDA ($3) $45 $170 $252 Advanced Engineered Materials Fourth Quarter 2008: Net sales decreased as positive pricing actions and improved mix could not offset significant volume pressures Substantial reductions in US and European automotive production but only modest declines in many non-automotive applications Operating EBITDA loss due to lower volumes, inventory accounting impacts ($23 million) and lower affiliate earnings Outlook: Continued volume pressures due to further reductions in US and Europe auto builds Easing raw material and energy costs coupled with higher pricing should positively impact margins


 

Acetyl Intermediates in millions 4th Qtr 2008 4th Qtr 2007 FY 2008 FY 2007 Net Sales $656 $1,083 $3,875 $3,615 Operating EBITDA $21 $231 $676 $731 Fourth Quarter 2008: Decrease in net sales due to substantial volume declines and lower pricing Global recessionary trends and unprecedented inventory destocking drove decreased volumes Lower raw material and energy costs could not offset lower volumes and inventory accounting impacts ($63 million) Dividends from the Ibn Sina contributed $29 million to Operating EBITDA Outlook: Once destocking moderates, volumes expected to be at reduced levels in- line with weaker global demand Margins should stabilize in 2009 due to advantaged technology and cost position


 

4Q 2007 4Q 2008 FY 2007 FY 2008 4Q 2007 4Q 2008 FY 2007 FY 2008 Earnings - Equity Investments 17 8 82 54 Dividends - Cost Investments 23 29 116 167 4Q 2008: Earnings impact of $37 million modestly down versus prior year; Cash flows relatively flat for the period FY 2008: Total earnings impact relatively flat year over year; Increased cash flows driven by higher dividends from cost affiliates Outlook: cost and equity affiliates challenged by weakened global demand environment Income Statement Affiliates continue to deliver significant value Cash Flows


 

Celanese capital structure Term Loan - $2.8 billion Other Debt Obligations - $739 million Cash - $676 million Net Debt* - $2.4 billion Revolver - $650 million Cost Stability Flexibility Structure Characteristics Primary Components Strong balance sheet provides flexibility and stability in current environment Credit Linked Revolver - $137 million Sources of Liquidity Debt Obligations Advance Fraport Payment ~$415 million * Represents proforma net debt including receipt of advance payment from Fraport.


 

Solid cash generation Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow $ in millions FY2008 FY2007 Net cash provided by operating activities $568 $566 Adjustments to operating cash for discontinued operations ($3) $84 Net cash provided by operating activities from continuing operations $565 $650 Less: Capital expenditures $274 $288 Add: Other charges and adjustments1 $76 $23 Adjusted Free Cash Flow $367 $385 1Amounts primarily associated with certain other charges and adjustments and the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. Factors contributing to cash generation during 2008: Favorable trade working capital helped to offset lower operating performance Increased dividends from cost affiliates Lower cash taxes One additional interest payment versus prior year (due to timing of refinancing) Growth from strategic investments in Asia


 

Cash taxes expected to align with adjusted earnings profile Productivity improvements and cost reduction programs remain a priority Available funding credits to significantly offset required pension contributions over the next two years Assumptions 2009 cash flow elements Cash Taxes $80 - $120 Capital Expenditures $150 - $175 Reserve Spending $50 - $60 Net Interest $220 - $230 Pension $50 - $60 Dividends/Debt Service $80 - $90 Kelsterbach Relocation $350 - $370 Elements of Cash Flows* $ in millions Fraport Advance Payment ~$415 *Starting from an Operating EBITDA base.


 

Continued financial flexibility Stable, Flexible & Low Cost Advantages of structure: LIBOR +150 - 175 bps Term loan maturity not until 2014 1% annual term loan amortization "Covenant-lite" - no financial maintenance covenants on term loan Net debt is ~75% fixed with a 2008 average borrowing cost of ~6.96% 2009 2010 2011 2012 2013 Thereafter East 81 100 89 65 73 300 3,000 100 Long-Term Debt Repayment


 

Appendix


 

4Q 2008 Other Charges and Other Adjustments by Segment $ in millions AEM CS IS AI Other Total Employee termination benefits - 1 (1) 2 - 2 Ticona Kelsterbach relocation 4 - - - - 4 Clear Lake insurance recoveries - - - (15) - (15) Asset impairments 16 - - 78 - 94 Other - - - (1) - (1) Total other charges 20 1 (1) 64 - 84 Business optimization - 1 1 - 4 6 Ticona Kelsterbach relocation 2 - - - - 2 Plant closures - - 2 7 - 9 Other - - - 4 - 4 Total other adjustments 2 1 3 11 4 21 Total other charges and other adjustments 22 2 2 75 4 105


 

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