0000950134-09-001678 8-K 28 20090203 2.02 7.01 9.01 20090203 20090203 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 09563104 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 d66138e8vk.htm FORM 8-K 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 (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- 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. EX-99.1 2 d66138exv99w1.htm EX-99.1 Exhibit 99.1 [[Image Removed: (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. -------------------------------------------------------------------------------- Page 2 of 13 “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 SpecialtiesIndustrial 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 -------------------------------------------------------------------------------- Page 3 of 13 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. -------------------------------------------------------------------------------- Page 4 of 13 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. -------------------------------------------------------------------------------- Page 5 of 13 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. -------------------------------------------------------------------------------- Page 6 of 13 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. -------------------------------------------------------------------------------- Page 7 of 13 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 -------------------------------------------------------------------------------- Page 8 of 13 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 Other1 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 Other1 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 earnings2 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 Affiliates1 277 336 1,394 1,270 Infraserv2 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 EBITDA3 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 — Unaudited4 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 EBITDA3 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 affiliates5 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 EX-99.2 3 d66138exv99w2.htm EX-99.2 Exhibit 99.2 [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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. -------------------------------------------------------------------------------- [[Image Removed]] Dave Weidman Chairman and Chief Executive Officer -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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% -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and CFO -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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. -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] 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. -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] Appendix -------------------------------------------------------------------------------- [[Image Removed]] 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 -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Adjusted EPS -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Net Debt -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Other Charges and Other Adjustments -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Operating EBITDA -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited