0000950123-08-001140 8-K 26 20080205 2.02 7.01 9.01 20080205 20080205 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 08574272 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 y48009e8vk.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 5, 2008 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 5, 2008, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its fourth quarter and full year 2007 and raising its earnings outlook for 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 5, 2008, David N. Weidman, Chairman and Chief Executive Officer of the Company, and Steven M. Sterin, Senior Vice President and Chief Financial Officer of the Company, will make a presentation to investors and analysts via a webcast hosted by the Company at 9:00 a.m. CT. The webcast and slide presentation may be accessed on our website at www.celanese.com under Investor/Presentations & Webcasts. A copy of the slide presentation posted during the webcast is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated February 5, 2008* 99.2 Slide Presentation dated February 5, 2008* * In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ Miguel A. Desdin Name: Miguel A. Desdin Title: Vice President and Controller Date: February 5, 2008 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated February 5, 2008* 99.2 Slide Presentation dated February 5, 2008* * In connection with the disclosure set forth in Item 2.02 and Item 7.01, the information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD. EX-99.1 2 y48009exv99w1.htm EX-99.1: PRESS RELEASE Exhibit 99.1 [[Image Removed: (CELANESE LOGO)]] Celanese Corporation Investor Relations 1601 West LBJ Freeway Corporate News Release Dallas, Texas 75234-6034 Celanese Corporation Reports Record Fourth Quarter and Full Year Results; Raises Outlook for 2008 Fourth quarter highlights: • Net sales increased 23% to $1,760 million from prior year • Operating profit more than doubled to $324 million • Net earnings increased to $214 million from $77 million in prior year • Operating EBITDA increased 30% to $349 million • Diluted EPS increased to $1.27 from $0.45 in prior year • Adjusted EPS increased to $0.93 from $0.61 in prior year • 2008 adjusted earnings per share outlook raised to between $3.40 and $3.70 from previous guidance of between $3.35 and $3.65 Full year highlights: • Net sales increased 12% to $6,444 million from prior year • Operating profit increased 21% to $748 million • Adjusted EPS increased to $3.42 from $2.62 • Operating EBITDA increased 16% to $1,325 million Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions, except per share data) 2007 2006 2007 2006 Net sales 1,760 1,430 6,444 5,778 Operating profit 324 140 748 620 Net earnings 214 77 426 406 Operating EBITDA 1 349 269 1,325 1,144 Diluted EPS — continuing operations $ 1.23 $ 0.18 $ 1.96 $ 1.74 Diluted EPS — Total $ 1.27 $ 0.45 $ 2.49 $ 2.36 Adjusted EPS 1 $ 0.93 $ 0.61 $ 3.42 $ 2.62 1 Non-U.S. GAAP measures. See reconciliation in tables 1 and 6. Dallas, February 5, 2008: Celanese Corporation (NYSE: CE) today reported record net sales of $1,760 million, a 23 percent increase from the prior year. Higher pricing on continued strong global demand for Acetyl Intermediates products, positive currency impacts, growth in Asia supported by the company’s new acetic acid unit in Nanjing, China, and sales from the acquired Acetate Products Limited (APL) business drove the increase. Operating profit increased to $324 million from $140 million in the prior year period and included a total of $93 million of certain other adjustments. These adjustments include a $34 million gain on the sale of the company’s facility in Edmonton, Canada, a $31 million gain on resolution of commercial disputes with a vendor, and a $40 million net gain from a partial insurance recovery related to the outage at the company’s Clear Lake, Texas, facility. Excluding the adjustments, the increase in operating profit was driven primarily by expanded margins in Acetyl Intermediates and Industrial Specialties, as well as profitable growth from the Nanjing, China, facility. Net earnings were $214 million compared with $77 million in the prior year period. -------------------------------------------------------------------------------- Page 2 of 13 Adjusted earnings per share for the fourth quarter were $0.93 compared with $0.61 in the same period last year. The tax rate used for adjusted earnings per share was 28 percent and 25 percent for the fourth quarters of 2007 and 2006, respectively. Operating EBITDA was $349 million in the quarter versus $269 million in the prior year period. Fourth quarter 2007 adjusted earnings per share and operating EBITDA, which exclude the $93 million of other adjustments, reflect record performance for the company. “Celanese’s integrated business model continued to deliver high quality earnings,” said David Weidman, chairman and chief executive officer. “Our global presence and continued execution of our focused growth strategy drove excellent results in the quarter.” Full Year 2007 Results Net sales for 2007 were $6,444 million, a 12 percent increase from 2006, primarily driven by overall higher pricing on continued strong demand, positive currency effects and additional sales from the APL business. Operating profit was $748 million compared with $620 million in the same period last year. Excluding the one-time adjustments in both periods, the underlying increase is driven by growth across all businesses and lower selling, general and administrative expenses related to the company’s operational excellence initiatives. Operating EBITDA for the full year 2007 was $1,325 million compared with $1,144 million in the same period last year. Adjusted earnings per share were $3.42 versus $2.62 in 2006. Recent Highlights • Reached a definitive agreement with Southwest Research and Design Institute of Chemical Industry, based in China, that will accelerate the company’s research and development efforts in acetyl products. • Entered into a long-term supply agreement to secure availability of carbon monoxide (CO) to increase reliability of supply and support future expansion of acetic acid capacity at the company’s Nanjing, China, complex. • Began commercial sales from the emulsions unit at the company’s fully integrated chemical complex in Nanjing. • Consistent with its growth strategy in China for Advanced Engineered Materials, commissioned startup of its Celstran® long fiber-reinforced thermoplastic (LFRT) unit in Nanjing, China. Also announced plans to add a polymer compounding unit to the Nanjing complex. • Raised 2010 strategic growth objectives by $50 million to between $350 million and $400 million in additional operating EBITDA from its 2006 baseline. • Upgraded by Standard & Poor’s with a positive outlook and corporate credit rating of ‘BB’ from ‘BB-.’ The global credit rating agency also raised the company’s senior secured bank loan rating from ‘BB’ to ‘BB+’ and affirmed its ‘2’ recovery rating. Fourth Quarter Segment Overview Advanced Engineered Materials New product applications and strong demand in Europe and the Americas drove continued growth in Advanced Engineered Materials. The businesses, however, experienced ongoing margin pressure due to high raw material and energy costs. Net sales increased to $253 million from $224 million in the same period last year on higher -------------------------------------------------------------------------------- Page 3 of 13 volumes and positive currency impacts. Operating profit increased to $30 million from $29 million as the volume growth was offset by higher raw material and energy costs and overall lower pricing due to product and application mix. Operating profit includes approximately $10 million in other adjustments, primarily related to an insurance settlement in the period. Operating EBITDA, which excludes the adjustments, decreased to $45 million from $58 million in the prior year period, primarily driven by lower overall earnings from equity affiliates. Consumer Specialties Consumer Specialties realized benefits from its European growth initiative as sales and earnings significantly increased from the prior year. Net sales increased to $279 million from $224 million in the same period last year, primarily driven by $62 million of additional net sales from the APL business during the quarter. Higher pricing, driven by continued strong demand, also contributed to the increased sales. The increase was partially offset by lower volumes associated with the company’s strategy to shift flake production to its China ventures. Operating profit increased to $69 million from $41 million in the prior year period and included $27 million of non-recurring benefits, principally from the sale of the Edmonton, Canada, facility and the partial insurance recovery. Incremental operating profit from the APL acquisition, positive impacts from the Acetate Products revitalization, and overall higher pricing on continued strong demand offset higher raw material and energy costs in the period. Operating EBITDA increased to $57 million compared with $53 million in the same period last year. The Nutrinova business continued to deliver stable earnings in the period. Industrial Specialties With strong performance and leading global positions, Industrial Specialties delivered improved results in the quarter. Net sales increased to $331 million compared with $309 million in the prior year period. The increase, primarily driven by higher pricing on continued strong demand and positive currency impacts, was partially offset by lower volumes resulting from the residual impact of the company’s unplanned acetic acid outage at its Clear Lake, Texas, facility. Operating profit was $26 million, a $17 million increase from the prior year period, and operating EBITDA was $41 million compared with $25 million in 2006. Acetyl Intermediates Acetyl Intermediates’ growth in Asia and continued favorable dynamics drove record performance in the quarter. Net sales were $1,083 million compared with $831 million in the prior year period. The increase is attributed to higher pricing resulting from continued strong demand and industry production outages, increased volumes and positive currency impacts in the period. Increased volumes were primarily driven by production from the company’s new acetic acid unit in Nanjing, China. Operating profit was $276 million compared with $107 million in the same period last year, driven by the higher pricing and increased volumes. Results also included approximately $97 million of one-time gains primarily associated with a resolution of commercial disputes with a vendor, the partial insurance recovery and the sale of the company’s Edmonton, Canada, facility. Operating EBITDA, which excludes the one-time gains, increased to $231 million from $169 million in the same period last year, driven by the higher operating profit and higher dividend income from the company’s Ibn Sina cost affiliate. Taxes The tax rate for adjusted earnings per share was 28 percent in the fourth quarter of 2007 compared with 25 percent for the fourth quarter of 2006. The U.S. GAAP effective tax rate for continuing operations for 2007 was -------------------------------------------------------------------------------- Page 4 of 13 25 percent versus 42 percent in 2006. The U.S. GAAP rate for 2007 is lower primarily due to increased earnings in tax jurisdictions with reduced tax rates and the favorable impact from the recent German tax rate reduction. These benefits are partially offset by the accounting treatment for the recent tax law change in Mexico in the fourth quarter of 2007. Cash taxes for 2007 were $191 million compared with $101 million in 2006, primarily as a result of the timing of cash taxes in Germany. The new tax laws in Mexico are not expected to materially impact cash taxes in future periods. 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 $40 million in the fourth quarter and were flat compared with 2006 results. Higher dividends received from the company’s Ibn Sina cost affiliate offset lower earnings in the Advanced Engineered Materials equity affiliates. Equity and cost investment dividends, which are included in operating cash flow, were $26 million compared with $73 million in the prior year period, primarily due to a special dividend from the company’s Polyplastics equity affiliate received in the fourth quarter of 2006. Cash Flow For the full year 2007, the company generated approximately $566 million in cash flow from operations compared with $751 million in 2006. Excluding adjustments to operating cash for discontinued operations in both periods, cash flow from operations was $650 million and $741 million for 2007 and 2006, respectively. Through the end of the fourth quarter 2007, the company paid $191 million in cash taxes, a $90 million increase from the same period in 2006. “Our strong operational cash generation in 2007 provides a solid platform for future growth and delivering shareholder value,” said Steven Sterin, senior vice president and chief financial officer. “In 2008, we expect adjusted free cash flow of between $500 million and $550 million, driven by strong earnings and lower cash taxes.” Cash and cash equivalents at the end of the fourth quarter were $825 million, a $34 million increase from the end of 2006 and a $294 million increase from the end of the third quarter of 2007. During the fourth quarter of 2007, the company received $31 million from resolution of commercial disputes with a vendor, cash proceeds of $33 million from the sale of the Edmonton, Canada, facility and a $33 million net insurance recovery progress payment related to the unplanned outage at its Clear Lake, Texas, facility. Net debt at the end of the fourth quarter was $2,731 million, a slight increase from $2,707 million at the end of 2006. Outlook Based on continued strength in its global markets and progress in executing its strategic growth plans, the company raised its full year 2008 outlook for adjusted earnings per share to between $3.40 and $3.70 from its previous guidance range of between $3.35 and $3.65. The company’s guidance is based on a tax rate of 26 percent and a year-end weighted average of 169 million diluted shares outstanding. The company also raised its guidance range for operating EBITDA to between $1,290 million and $1,360 million from its previous guidance range of between $1,280 million and $1,350 million. -------------------------------------------------------------------------------- Page 5 of 13 “With our resilient portfolio, geographic reach, and diversified end market exposure, Celanese is well positioned to mitigate the impacts of an uncertain economic environment and deliver sustained earnings growth. In 2008, we expect to build on our track record of execution and drive improved performance across our business,” Weidman said. Contacts: Investor Relations Media Mark Oberle Jeremy Neuhart Phone: +1 972 443 4464 Phone: +1 972 443 3750 Telefax: +1 972 332 9373 Telefax: +1 972 443 8519 Email: Mark.Oberle@celanese.com Jeremy.Neuhart@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 $6.4 billion in 2007, with approximately 70% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,400 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com. Forward-Looking Statements This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP This release reflects five performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, net debt and adjusted free cash flow, as non-U.S. GAAP measures. The most directly comparable financial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for affiliate EBITDA is equity in net earnings of affiliates; for adjusted earnings per share is earnings per common share-diluted; for net debt is total debt; and for adjusted free cash flow is cash flow from operations. Use of Non-U.S. GAAP Financial Information • Operating EBITDA, a measure used by management to measure performance, is defined as operating profit from continuing operations, plus equity in net earnings from affiliates, other income and depreciation and amortization, and further adjusted for other charges and adjustments. We provide guidance on operating EBITDA and are unable to reconcile forecasted operating EBITDA to a GAAP financial measure because a forecast of Other Charges and Adjustments is not practical. Our management believes operating EBITDA is useful to investors because it is one of the primary measures our management uses for its planning and budgeting processes and to monitor and evaluate financial and operating results. Operating EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to operating profit as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of operating EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, operating EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements nor does it represent the amount used in our debt covenants. • Affiliate EBITDA, a measure used by management to measure performance of its equity investments, is defined as the proportional operating profit plus the proportional depreciation and amortization of its equity investments. Affiliate EBITDA, including Celanese Proportional Share of affiliate information on Table 8, is not a recognized term under U.S. GAAP and is not meant to be an alternative to operating cash flow of the equity investments. The company has determined that it does not have sufficient ownership for operating control of these investments to consider their results on a consolidated basis. The company believes that investors should consider affiliate EBITDA when determining the equity investments’ overall value in the company. -------------------------------------------------------------------------------- Page 6 of 13 • 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 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. • Net debt is defined as total debt less cash and cash equivalents. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s capital structure. Our management and credit analysts use net debt to evaluate the company’s capital structure and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. • Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. We believe that the presentation of this non-U.S. GAAP measure provides useful information to management and investors regarding changes to the company’s cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company’s liquidity and assess credit quality. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. Results Unaudited The results presented in this release, together with the adjustments made to present the results on a comparable basis, have not been audited and are based on internal financial data furnished to management. Quarterly results should not be taken as an indication of the results of operations to be reported for any subsequent period or for the full fiscal year. -------------------------------------------------------------------------------- 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) 2007 2006 2007 2006 Net sales 1,760 1,430 6,444 5,778 Cost of sales (1,348 ) (1,119 ) (4,999 ) (4,469 ) Gross profit 412 311 1,445 1,309 Selling, general and administrative expenses (145 ) (134 ) (516 ) (536 ) Amortization of Intangibles 1 (19 ) (17 ) (72 ) (66 ) Research and development expenses (19 ) (17 ) (73 ) (65 ) Other (charges) gains, net 60 2 (58 ) (10 ) Foreign exchange gain (loss), net 2 — 2 (3 ) Gain (loss) on disposition of assets, net 33 (5 ) 20 (9 ) Operating profit 324 140 748 620 Equity in net earnings of affiliates 17 23 82 76 Interest expense (66 ) (76 ) (262 ) (293 ) Refinancing expenses — — (256 ) (1 ) Interest income 10 11 44 37 Dividend income — cost investments 23 17 116 79 Other income (expense), net 5 10 (25 ) 8 Earnings from continuing operations before tax and minority interests 313 125 447 526 Income tax provision (104 ) (94 ) (110 ) (222 ) Earnings from continuing operations before minority interests 209 31 337 304 Minority interests (1 ) (1 ) (1 ) (4 ) Earnings from continuing operations 208 30 336 300 Earnings from discontinued operations: Earnings from operation of discontinued operations 2 45 40 130 Gain on disposal of discontinued operations 5 1 52 5 Income tax benefit (provision) (1 ) 1 (2 ) (29 ) Earnings from discontinued operations 6 47 90 106 Net earnings 214 77 426 406 Cumulative preferred stock dividend (3 ) (2 ) (10 ) (10 ) Net earnings available to common shareholders 211 75 416 396 Earnings per common share — basic: Continuing operations $ 1.35 $ 0.18 $ 2.11 $ 1.83 Discontinued operations 0.04 0.29 0.58 0.67 Net earnings available to common shareholders $ 1.39 $ 0.47 $ 2.69 $ 2.50 Earnings per common share — diluted: Continuing operations $ 1.23 $ 0.18 $ 1.96 $ 1.74 Discontinued operations 0.04 0.27 0.53 0.62 Net earnings available to common shareholders $ 1.27 $ 0.45 $ 2.49 $ 2.36 Weighted average shares — basic 151.7 158.7 154.5 158.6 Weighted average shares — diluted 168.6 172.5 171.2 171.8 1 Customer related intangibles -------------------------------------------------------------------------------- Page 8 of 13 Preliminary Consolidated Balance Sheets — Unaudited December 31, December 31, (in $ millions) 2007 2006 ASSETS Current assets: Cash and cash equivalents 825 791 Restricted cash — 46 Receivables: Trade receivables — third party and affiliates, net 1,009 1,001 Other receivables 437 475 Inventories 636 653 Deferred income taxes 60 76 Other assets 86 69 Total current assets 3,053 3,111 Investments 814 763 Property, plant and equipment, net 2,362 2,155 Deferred income taxes 58 22 Other assets 518 506 Goodwill 866 875 Intangible assets, net 425 463 Total assets 8,096 7,895 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings and current installments of long-term debt — third party and affiliates 272 309 Trade payables — third parties and affiliates 818 830 Other current liabilities 888 780 Deferred income taxes 20 18 Income taxes payable 23 279 Total current liabilities 2,021 2,216 Long-term debt 3,284 3,189 Deferred income taxes 308 297 Income taxes payable 220 — Benefit obligations 696 889 Other liabilities 495 443 Minority interests 5 74 Shareholders’ equity: Preferred stock — — Common stock — — Treasury stock, at cost (403 ) — Additional paid-in capital 469 362 Retained earnings 799 394 Accumulated other comprehensive income (loss), net 202 31 Total shareholders’ equity 1,067 787 Total liabilities and shareholders’ equity 8,096 7,895 -------------------------------------------------------------------------------- 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) 2007 2006 2007 2006 Net Sales Advanced Engineered Materials 253 224 1,030 915 Consumer Specialties 279 224 1,111 876 Industrial Specialties 331 309 1,346 1,281 Acetyl Intermediates 1,083 831 3,615 3,351 Other Activities 1 — 6 2 22 Intersegment eliminations (186 ) (164 ) (660 ) (667 ) Total 1,760 1,430 6,444 5,778 Operating Profit (Loss) Advanced Engineered Materials 30 29 133 145 Consumer Specialties 69 41 199 165 Industrial Specialties 26 9 28 44 Acetyl Intermediates 276 107 616 456 Other Activities 1 (77 ) (46 ) (228 ) (190 ) Total 324 140 748 620 Equity Earnings and Other Income/(Expense)2 Advanced Engineered Materials 7 13 55 55 Consumer Specialties 3 2 40 24 Industrial Specialties — — — (1 ) Acetyl Intermediates 27 23 78 63 Other Activities 1 8 12 — 22 Total 45 50 173 163 Other Charges and Other Adjustments 3 Advanced Engineered Materials (10 ) (1 ) (5 ) (5 ) Consumer Specialties (27 ) — (16 ) — Industrial Specialties (1 ) 2 32 16 Acetyl Intermediates (97 ) 16 (38 ) 52 Other Activities 1 42 (2 ) 140 29 Total (93 ) 15 113 92 Depreciation and Amortization Expense Advanced Engineered Materials 18 17 69 65 Consumer Specialties 12 10 51 39 Industrial Specialties 16 14 59 59 Acetyl Intermediates 25 23 106 101 Other Activities 1 2 — 6 5 Total 73 64 291 269 Operating EBITDA Advanced Engineered Materials 45 58 252 260 Consumer Specialties 57 53 274 228 Industrial Specialties 41 25 119 118 Acetyl Intermediates 231 169 762 672 Other Activities 1 (25 ) (36 ) (82 ) (134 ) Total 349 269 1,325 1,144 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. The 2007 Operating Profit (Loss) and Other Charges and Other Adjustments amounts include deductible associated with insurance recovery 2 Includes equity earnings from affiliates, dividends from cost investments and other income/(expense). 3 Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations (See Table 7). -------------------------------------------------------------------------------- Page 10 of 13 Table 2 Factors Affecting Fourth Quarter 2007 Segment Net Sales Compared to Fourth Quarter 2006 (in percent) Volume Price Currency Other 1 Total Advanced Engineered Materials 8 % -1 % 6 % 0 % 13 % Consumer Specialties -7 % 3 % 1 % 28 % 25 % Industrial Specialties -3 % 5 % 6 % -1 % 7 % Acetyl Intermediates 12 % 13 % 5 % 0 % 30 % Total Company 6 % 9 % 6 % 2 % 23 % Factors Affecting Twelve Months 2007 Segment Net Sales Compared to Twelve Months 2006 (in percent) Volume Price Currency Other 1 Total Advanced Engineered Materials 9 % -1 % 5 % 0 % 13 % Consumer Specialties -4 % 4 % 1 % 26 % 27 % Industrial Specialties -1 % 2 % 5 % -1 % 5 % Acetyl Intermediates -5 % 9 % 4 % 0 % 8 % Total Company -2 % 6 % 4 % 4 % 12 % 1 Primarily represents net sales from APL (Acetate), divestiture of AT Plastics Films business and captive insurance companies (Total Company). Table 3 Cash Flow Information Twelve Months Ended December 31, (in $ millions) 2007 2006 Net cash provided by operating activities 566 751 Net cash provided by (used in) investing activities 143 (268 ) Net cash used in financing activities (714 ) (108 ) Exchange rate effects on cash 39 26 Cash and cash equivalents at beginning of period 791 390 Cash and cash equivalents at end of period 825 791 Table 4 Cash Dividends Received Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2007 2006 2007 2006 Dividends from equity investments 3 56 57 109 Dividends from cost investments 23 17 116 79 Total 26 73 173 188 Table 5 Net Debt — Reconciliation of a Non-U.S. GAAP Measure December 31, December 31, (in $ millions) 2007 2006 Short-term borrowings and current installments of long-term debt — third party and affiliates 272 309 Long-term debt 3,284 3,189 Total debt 3,556 3,498 Less: Cash and cash equivalents 825 791 Net Debt 2,731 2,707 -------------------------------------------------------------------------------- Page 11 of 13 Table 6 Adjusted Earnings 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) 2007 2006 2007 2006 Earnings from continuing operations before tax and minority interests 313 125 447 526 Non-GAAP Adjustments: Other charges and other adjustments 1 (93 ) 15 113 92 Refinancing costs — — 254 — Adjusted earnings from continuing operations before tax and minority interests 220 140 814 618 Income tax provision on adjusted earnings 2 (62 ) (35 ) (228 ) (163 ) Minority interests (1 ) (1 ) (1 ) (4 ) Adjusted earnings from continuing operations 157 104 585 451 Preferred dividends (3 ) (2 ) (10 ) (10 ) Adjusted net earnings available to common shareholders 154 102 575 441 Add back: Preferred dividends 3 2 10 10 Adjusted net earnings for adjusted EPS 157 104 585 451 Diluted shares (millions) Weighted average shares outstanding 151.7 158.7 154.5 158.6 Assumed conversion of Preferred Shares 12.0 12.0 12.0 12.0 Assumed conversion of Restricted Stock 0.6 — 0.4 — Assumed conversion of stock options 4.3 1.8 4.3 1.2 Total diluted shares 168.6 172.5 171.2 171.8 Adjusted EPS 0.93 0.61 3.42 2.62 1 See Table 7 for details 2 The adjusted tax rate for the three and twelve months ended December 31, 2007 is 28% based on the original full year 2007 guidance. -------------------------------------------------------------------------------- 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) 2007 2006 2007 2006 Employee termination benefits 5 1 32 12 Plant/office closures 7 (1 ) 11 (1 ) Insurance recoveries associated with plumbing cases (2 ) (2 ) (4 ) (5 ) Insurance recoveries associated with Clear Lake, Texas (40 ) — (40 ) — Resolution of commercial disputes with a vendor (31 ) — (31 ) — Deferred compensation triggered by Exit Event — — 74 — Asset impairments — — 9 — Ticona Kelsterbach plant relocation 1 — 5 — Other — — 2 4 Total (60 ) (2 ) 58 10 Other Adjustments: 1 Three Months Ended Twelve Months Ended December 31, December 31, (in $ millions) 2007 2006 2007 2006 Executive severance & other costs related to Squeeze-Out — 2 — 30 Ethylene pipeline exit costs — — 10 — Business optimization 8 8 18 12 Foreign exchange loss related to refinancing transaction — — 22 — Loss on AT Plastics films sale — — 7 — Discontinued methanol production 2 — 16 31 52 Gain on disposal of investment (Pemeas) — (11 ) — (11 ) Gain on Edmonton sale (34 ) — (34 ) — Other (7 ) 2 1 (1 ) Total (33 ) 17 55 82 Total other charges and other adjustments (93 ) 15 113 92 1 These items are included in net earnings but not included in other charges. 2 Adjusted earnings per share included earnings from its discontinued methanol production which was included in the company’s 2007 guidance. -------------------------------------------------------------------------------- Page 13 of 13 Table 8 Equity Affiliate Preliminary Results — Total — Unaudited Three Months Ended Twelve Months Ended (in $ millions) December 31, December 31, 2007 2006 2007 2006 Net Sales Ticona Affiliates1 336 310 1,270 1,172 Infraserv2 623 381 1,798 1,391 Total 959 691 3,068 2,563 Operating Profit Ticona Affiliates 40 41 188 171 Infraserv 26 13 87 60 Total 66 54 275 231 Depreciation and Amortization Ticona Affiliates 17 16 56 51 Infraserv 26 22 87 81 Total 43 38 143 132 Affiliate EBITDA3 Ticona Affiliates 57 57 244 222 Infraserv 52 35 174 141 Total 109 92 418 363 Net Income Ticona Affiliates 21 27 119 112 Infraserv 20 15 79 53 Total 41 42 198 165 Net Debt Ticona Affiliates 208 25 208 25 Infraserv 39 25 39 25 Total 247 50 247 50 Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited4 Three Months Ended Twelve Months Ended (in $ millions) December 31, December 31, 2007 2006 2007 2006 Net Sales Ticona Affiliates 155 143 587 542 Infraserv 199 124 587 518 Total 354 267 1,174 1,060 Operating Profit Ticona Affiliates 19 19 89 81 Infraserv 9 5 29 21 Total 28 24 118 102 Depreciation and Amortization Ticona Affiliates 8 7 26 24 Infraserv 11 6 31 25 Total 19 13 57 49 Affiliate EBITDA3 Ticona Affiliates 27 26 115 104 Infraserv 20 11 59 45 Total 47 37 174 149 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates 9 13 56 52 Infraserv 7 7 25 21 Other5 1 3 1 3 Total 17 23 82 76 Affiliate EBITDA in excess of Equity in net earnings of affiliates6 Ticona Affiliates 18 13 59 52 Infraserv 13 4 34 24 Total 31 17 93 76 Net Debt Ticona Affiliates 96 11 96 11 Infraserv 15 11 15 11 Total 111 22 111 22 1 Ticona Affiliates includes PolyPlastics (45% ownership), Korean Engineering Plastics (50%) and Fortron Industries(50%) 2 Infraserv includes Infraserv Entities valued as equity investments (Infraserv Höchst Group — 31% ownership, Infraserv Gendorf — 39% and Infraserv Knapsack 27%) 3 Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure 4 Calculated as the product of figures from the above table times Celanese ownership percentage 5 This represents liquidating dividends from Clear Lake Methanol Patrners. 6 Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA EX-99.2 3 y48009exv99w2.htm EX-99.2: SLIDE PRESENTATION Exhibit 99.2 [[Image Removed]] Dave Weidman, Chairman and CEO Steven Sterin, Senior Vice President and CFO Celanese 4Q 2007 Earnings Conference Call / Webcast Tuesday, February 5, 2008 10:00 a.m. ET 1 -------------------------------------------------------------------------------- [[Image Removed]] Forward Looking Statements, Reconciliation and Use of Non- GAAP Measures to U.S. GAAP 2 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. The re are a number of risks and uncertainties that could cause actual results to differ materially from the forward - looking statements contained in this presentation . Numerous factors, many of which are beyond the company's control, could cause actual results to differ materially from those expressed as forward - looking statements. 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 i s 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. Reconcili ation 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 f inancial measure presented in accordance with U.S. GAAP in our consolidated financial statements for operating EBITDA is operating profit; for affi li ate EBITDA is equity in net earnings of affiliates ; for adjusted earnings per share is earning s per common share - diluted; for net debt is total debt ; and for adjusted fr ee 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 affi liates, 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. Be cause 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 man agement'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 managemen t 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 informa tion on Tabl e 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 investme nts 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 manageme nt to measure performance. It is defined as net earnings (loss) available to common shareholders plus preferre d 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 because a forecast of Other Items is not practical. We believe t hat 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. § 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 ca pital structure. Our management and credit analysts use net debt to evaluate the c ompany'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 financia l information. § Adjusted free cash flow is defined as cash flow from operations less capital expenditures, other productive asset purchases, operating cash from discontinued operations and certain other charges. We believe that the presentation of this non - U.S. GAAP measure provides useful information to management and investors regarding changes to the company's cash flow. Our management and credit analysts use adjusted free cash flow to evaluate the company's liquidity and assess credit quality. This non - U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information. -------------------------------------------------------------------------------- [[Image Removed]] Dave Weidman Chairman and Chief Executive Officer 3 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation 4Q and Full Year 2007 Highlights in millions (except EPS) 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $1,760 $1,430 $6,444 $5,778 Operating Profit $324 $140 $748 $620 Adjusted EPS $0.93 $0.61 $3.42 $2.62 Operating EBITDA $349 $269 $1,325 $1,144 Note: All figures exclude results of the divested Oxo Alcohol business. The results of the discontinued Edmonton Methanol business have only been excluded from Net Sales and Operating Profit. FY 2007 net sales increased 12% Improved pricing and favorable currency effects more than offset volume losses related to Clear Lake outage Operating profit up 21% to $748 million Adjusted EPS up 31% to $3.42/share Operating EBITDA increased 16% to $1,325 Additional sales and earnings contributed by acquisition of APL Discontinued Methanol production contributed $0.13 per share and $31 million in Operating EBITDA in the year 4Q 2007 FY 2007 4Q net sales increased 23% Higher pricing on continued strong demand for Acetyl Intermediates and Consumer and Industrial Specialties Continued volume increases in Advanced Engineered Materials Favorable currency impacts Operating profit more than doubled to $324 million Adjusted EPS up 52% to $0.93/share Operating EBITDA increased to $349 4 -------------------------------------------------------------------------------- [[Image Removed]] 2008 Business Outlook Continued strong global demand Incremental acetic acid volume associated with China expansion VAM and acetic anhydride production scheduled to begin in Nanjing Prices expected to adjust in 2008 Acetyl Intermediates Volume growth >2x GDP across both transportation and non-transportation applications Continued high energy and raw material costs expected to pressure margins Significant progress expected in Nanjing production capabilities Advanced Engineered Materials Synergy capture from APL integration Strong underlying business fundamentals Consumer Specialties High raw material costs continue Realize benefits from revitalization efforts Industrial Specialties 2008 Guidance: Adjusted EPS $3.40 to $3.70 Operating EBITDA $1,290 to $1,360 million Forecasted 2008 adjusted tax rate of 26% 5 -------------------------------------------------------------------------------- [[Image Removed]] Committed to Delivering Value Creation $350 - $400 million increased EBITDA profile plus EPS potential by 2010 Group Asia Revitalization Innovation Organic Balance Sheet Operational Excellence EBITDA Impact Consumer and Industrial Specialties X X X X >$100MM Advanced Engineered Materials X X X X >$100MM Acetyl Intermediates X X X >$100MM Celanese Corporate X X Incremental EPS Primary Growth Focus Operating EBITDA EPS 6 -------------------------------------------------------------------------------- [[Image Removed]] Steven Sterin Senior Vice President and CFO 7 -------------------------------------------------------------------------------- [[Image Removed]] Celanese Corporation Financial Highlights in millions (except EPS) 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $1,760 $1,430 $6,444 $5,778 Operating Profit $324 $140 $748 $620 Net Earnings $214 $77 $426 $406 Special Items Other Charges/Adjustments ($93) $15 $113 $92 Adjusted EPS $0.93 $0.61 $3.42 $2.62 Effective Tax Rate 28% 25% 28% 26% Diluted Share Basis 168.6 172.5 171.2 171.8 Operating EBITDA $349 $269 $1,325 $1,144 8 -------------------------------------------------------------------------------- [[Image Removed]] in millions 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $253 $224 $1,030 $915 Operating EBITDA $45 $58 $252 $260 Advanced Engineered Materials Fourth Quarter 2007: Net sales increase driven primarily by strong volume growth (8%) and positive currency effects (6%) Higher raw material and energy costs and lower pricing due to product mix more than offset volume growth Overall lower earnings from equity affiliates and continued high input cost pressures drove decreased Operating EBITDA 9 -------------------------------------------------------------------------------- [[Image Removed]] Fourth Quarter 2007: Increase in net sales for the quarter primarily the result of $62 million contribution from APL Operating EBITDA improvement driven by higher overall volumes and pricing as well as incremental earnings from APL Consumer Specialties in millions 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $279 $224 $1,111 $876 Operating EBITDA $57 $53 $274 $228 10 -------------------------------------------------------------------------------- [[Image Removed]] Fourth Quarter 2007: Increase in net sales primarily driven by favorable pricing and currency effects Higher pricing on strong demand offset raw material cost pressures contributing to improved Operating EBITDA for the quarter Industrial Specialties in millions 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $331 $309 $1,346 $1,281 Operating EBITDA $41 $25 $119 $118 11 -------------------------------------------------------------------------------- [[Image Removed]] Acetyl Intermediates in millions 4th Qtr 2007 4th Qtr 2006 FY 2007 FY 2006 Net Sales $1,083 $831 $3,615 $3,351 Operating EBITDA $231 $169 $762 $672 Fourth Quarter 2007: Higher pricing, additional volumes from Nanjing unit and favorable currency effects drove record sales Favorable supply/demand economics, industry production outages and strong demand sustained higher pricing for acetic acid and VAM Operating EBITDA includes increased dividends from the Ibn Sina cost affiliate 12 -------------------------------------------------------------------------------- [[Image Removed]] 4Q 2006 4Q 2007 FY 2006 FY 2007 4Q 2006 4Q 2007 FY 2006 FY 2007 Earnings - Equity Investments 23 17 76 82 Dividends - Cost Investments 17 23 79 116 4Q 2007: Earnings impact relatively flat for the period; Decreased cash flows due to special dividend from Polyplastics in 4Q 2006 FY 2007: Increased earnings driven primarily by higher cost dividends from China Acetate ventures and Ibn Sina affiliate Operating EBITDA of $1,325 excludes ~$93 million of proportional Affiliate EBITDA FY 2008: Affiliate earnings1 expected to be between $175 - $185 million Income Statement Cash Flow Affiliates Continue to Deliver Value 1Cost dividends and equity earnings. Note: All figures exclude results of the divested Oxo Alcohol business. 13 -------------------------------------------------------------------------------- [[Image Removed]] Continued Strong Cash Generation Adjusted Free Cash Flow Adjusted Free Cash Flow Adjusted Free Cash Flow in millions FY 2007 FY 2006 Net cash provided by operating activities $566 $751 Adjustments to operating cash for discontinued operations $84 ($10) Net cash provided by operating activities from continuing operations $650 $741 Less: Capital expenditures $288 $244 Add: Other charges and other adjustments1 $23 ($41) Adjusted Free Cash Flow $385 $456 Factors contributing to strong cash generation during 2007: Strong operating performance Continued commitment and increased investment in Asia 2007 cash flows from operations included ~$90 million in additional cash taxes 1Amounts primarily associated with the long-term management compensation plan payment in 2007 and the cash outflows for purchases of other productive assets that are classified as 'investing activities' for U.S. GAAP purposes. 14 -------------------------------------------------------------------------------- [[Image Removed]] 2008 Guidance Affiliate Income1 $175 - $185 million Net Interest2 $200 - $210 million Depreciation and Amortization $300 - $310 million Share Count 169 million Estimated Adjusted Tax Rate for Adjusted EPS 26% Cash Taxes $100 - $120 million Capital Expenditure $280 - $300 million 2008 Updated Guidance 2008 Updated Guidance 2008 Updated Guidance Adjusted EPS Operating EBITDA ($MM) Current $3.40 - $3.70 $1,290 - $1,360 Previous $3.35 - $3.65 $1,280 - $1,350 1Cost dividends and equity earnings. 2Net cash interest and interest expense. 15 -------------------------------------------------------------------------------- [[Image Removed]] Appendix 16 -------------------------------------------------------------------------------- [[Image Removed]] 4Q 2007 Other Charges and Other Adjustments by Segment in millions AEM CS IS AI Other Total Employee termination benefits - - $1 $4 - $5 Plant/office closures - - $2 $5 - $7 Insurance recoveries associated with plumbing cases ($2) - - - - ($2) Insurance recoveries associated with Clear Lake - ($5) ($7) ($63) $35 ($40) Resolution of commercial disputes - - - ($31) - ($31) Ticona Kelsterbach relocation $1 - - - - $1 Other - $1 $1 ($2) - - Total other charges ($1) ($4) ($3) ($87) $35 ($60) Business optimization $1 - - - $7 $8 Edmonton sale - ($22) - ($12) - ($34) Other ($10) ($1) $2 $2 - ($7) Total other adjustments ($9) ($23) $2 ($10) $7 ($33) Total other charges and other adjustments ($10) ($27) ($1) ($97) $42 ($93) 17 -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Adjusted EPS 18 (in $ millions, except per share data) 2007 2006 2007 2006 Earnings from continuing operations before tax and minority interests 313 125 447 526 Non-GAAP Adjustments: Other charges and other adjustments 1 (93) 15 113 92 Refinancing costs - - 254 - Adjusted earnings from continuing operations before tax and minority interests 220 140 814 618 Income tax provision on adjusted earnings 2 (62) (35) (228) (163) Minority interests (1) (1) (1) (4) Adjusted earnings from continuing operations 157 104 585 451 Preferred dividends (3) (2) (10) (10) Adjusted net earnings available to common shareholders 154 102 575 441 Add back: Preferred dividends 3 2 10 10 Adjusted net earnings for adjusted EPS 157 104 585 451 Diluted shares (millions) Weighted average shares outstanding 151.7 158.7 154.5 158.6 Assumed conversion of Preferred Shares 12.0 12.0 12.0 12.0 Assumed conversion of Restricted Stock 0.6 - 0.4 - Assumed conversion of stock options 4.3 1.8 4.3 1.2 Total diluted shares 168.6 172.5 171.2 171.8 Adjusted EPS 0.93 0.61 3.42 2.62 1 See Table 7 for details 2 The adjusted tax rate for the three and twelve months ended December 31, 2007 is 28% based on the original full year 2007 guidance. Twelve Months Ended December 31, Three Months Ended December 31, Adjusted Earnings Per Share - Reconciliation of a Non-U.S. GAAP Measure -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Net Debt 19 Net Debt - Reconciliation of a Non-U.S. GAAP Measure December 31, December 31, (in $ millions) 2007 2006 Short-term borrowings and current installments of long-term debt - third party and affiliates 272 309 Long-term debt 3,284 3,189 Total debt 3,556 3,498 Less: Cash and cash equivalents 825 791 Net Debt 2,731 2,707 Net Debt - Reconciliation of a Non-U.S. GAAP Measure -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Other Charges and Other Adjustments 20 Other Charges: (in $ millions) 2007 2006 2007 2006 Employee termination benefits 5 1 32 12 Plant/office closures 7 (1) 11 (1) Insurance recoveries associated with plumbing cases (2) (2) (4) (5) Insurance recoveries associated with Clear Lake, Texas (40) - (40) - Resolution of commercial disputes with a vendor (31) - (31) - Deferred compensation triggered by Exit Event - - 74 - Asset impairments - - 9 - Ticona Kelsterbach plant relocation 1 - 5 - Other - - 2 4 Total (60) (2) 58 10 Other Adjustments: 1 (in $ millions) 2007 2006 2007 2006 Executive severance & other costs related to Squeeze-Out - 2 - 30 Ethylene pipeline exit costs - - 10 - Business optimization 8 8 18 12 Foreign exchange loss related to refinancing transaction - - 22 - Loss on AT Plastics films sale - - 7 - Discontinued methanol production 2 - 16 31 52 Gain on disposal of investment (Pemeas) - (11) - (11) Gain on Edmonton sale (34) - (34) - Other (7) 2 1 (1) Total (33) 17 55 82 Total other charges and other adjustments (93) 15 113 92 1 These items are included in net earnings but not included in other charges. 2 Adjusted earnings per share included earnings from its discontinued methanol production which was included in the company's 2007 guidance. December 31, December 31, Three Months Ended Twelve Months Ended Three Months Ended Twelve Months Ended December 31, December 31, Other Charges and Other Adjustments -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Reconciliation of Operating EBITDA 21 Segment Data and Reconciliation of Operating Profit (Loss) to Operating EBITDA - a Non-U.S. GAAP Measure (in $ millions) 2007 2006 2007 2006 Net Sales Advanced Engineered Materials 253 224 1,030 915 Consumer Specialties 279 224 1,111 876 Industrial Specialties 331 309 1,346 1,281 Acetyl Intermediates 1,083 831 3,615 3,351 Other Activities 1 - 6 2 22 Intersegment eliminations (186) (164) (660) (667) Total 1,760 1,430 6,444 5,778 Operating Profit (Loss) Advanced Engineered Materials 30 29 133 145 Consumer Specialties 69 41 199 165 Industrial Specialties 26 9 28 44 Acetyl Intermediates 276 107 616 456 Other Activities 1 (77) (46) (228) (190) Total 324 140 748 620 Equity Earnings and Other Income/(Expense) 2 Advanced Engineered Materials 7 13 55 55 Consumer Specialties 3 2 40 24 Industrial Specialties - - - (1) Acetyl Intermediates 27 23 78 63 Other Activities 1 8 12 - 22 Total 45 50 173 163 Other Charges and Other Adjustments 3 Advanced Engineered Materials (10) (1) (5) (5) Consumer Specialties (27) - (16) - Industrial Specialties (1) 2 32 16 Acetyl Intermediates (97) 16 (38) 52 Other Activities 1 42 (2) 140 29 Total (93) 15 113 92 Depreciation and Amortization Expense Advanced Engineered Materials 18 17 69 65 Consumer Specialties 12 10 51 39 Industrial Specialties 16 14 59 59 Acetyl Intermediates 25 23 106 101 Other Activities 1 2 - 6 5 Total 73 64 291 269 Operating EBITDA Advanced Engineered Materials 45 58 252 260 Consumer Specialties 57 53 274 228 Industrial Specialties 41 25 119 118 Acetyl Intermediates 231 169 762 672 Other Activities 1 (25) (36) (82) (134) Total 349 269 1,325 1,144 1 Other Activities primarily includes corporate selling, general and administrative expenses and the results from captive insurance companies. The 2007 Operating Profit (Loss) and Other Charges and Other Adjustments amounts include deductible associated with insurance recovery. 2 Includes equity earnings from affiliates, dividends from cost investments and other income/(expense). 3 Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations (See Table 7). Three Months Ended December 31, Twelve Months Ended December 31, -------------------------------------------------------------------------------- [[Image Removed]] Reg G: Equity Affiliate Preliminary Results and Celanese Proportional Share - Unaudited 22 1 Ticona Affiliates includes PolyPlastics (45% ownership), Korean Engineering Plastics (50%) and Fortron Industries(50%) 2 Infraserv includes Infraserv Entities valued as equity investments (Infraserv Hochst Group - 31% ownership, Infraserv Gendorf - 39% and Infraserv Knapsack 27%) 3 Affiliate EBITDA is the sum of Operating Profit and Depreciation and Amortization, a non-U.S. GAAP measure 4 Calculated as the product of figures from the above table times Celanese ownership percentage 5 This represents liquidating dividends from Clear Lake Methanol Patrners . 6 Product of Celanese proportion of Affiliate EBITDA less Equity in net earnings of affiliates; not included in Celanese operating EBITDA Equity Affiliate Preliminary Results - Total - Unaudited (in $ millions) 2007 2006 2007 2006 Net Sales Ticona Affiliates 1 336 310 1,270 1,172 Infraserv 2 623 381 1,798 1,391 Total 959 691 3,068 2,563 Operating Profit Ticona Affiliates 40 41 188 171 Infraserv 26 13 87 60 Total 66 54 275 231 Depreciation and Amortization Ticona Affiliates 17 16 56 51 Infraserv 26 22 87 81 Total 43 38 143 132 Affiliate EBITDA 3 Ticona Affiliates 57 57 244 222 Infraserv 52 35 174 141 Total 109 92 418 363 Net Income Ticona Affiliates 21 27 119 112 Infraserv 20 15 79 53 Total 41 42 198 165 Net Debt Ticona Affiliates 208 25 208 25 Infraserv 39 25 39 25 Total 247 50 247 50 Three Months Ended December 31, Twelve Months Ended December 31, Equity Affiliate Preliminary Results - Celanese Proportional Share - Unaudited 4 (in $ millions) 2007 2006 2007 2006 Net Sales Ticona Affiliates 155 143 587 542 Infraserv 199 124 587 518 Total 354 267 1,174 1,060 Operating Profit Ticona Affiliates 19 19 89 81 Infraserv 9 5 29 21 Total 28 24 118 102 Depreciation and Amortization Ticona Affiliates 8 7 26 24 Infraserv 11 6 31 25 Total 19 13 57 49 Affiliate EBITDA 3 Ticona Affiliates 27 26 115 104 Infraserv 20 11 59 45 Total 47 37 174 149 Equity in net earnings of affiliates (as reported on the Income Statement) Ticona Affiliates 9 13 56 52 Infraserv 7 7 25 21 Other 5 1 3 1 3 Total 17 23 82 76 Affiliate EBITDA in excess of Equity in net earnings of affiliates 6 Ticona Affiliates 18 13 59 52 Infraserv 13 4 34 24 Total 31 17 93 76 Net Debt Ticona Affiliates 96 11 96 11 Infraserv 15 11 15 11 Total 111 22 111 22 Three Months Ended Twelve Months Ended December 31, December 31,