SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

CELANESE CORPORATION

(Exact Name of Registrant as specified in its charter)

DELAWARE		001-32410		98-0420726
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

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

(Former name or former address, if changed since last report):

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

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition

     On July 27, 2007, Celanese Corporation (the “Company”) issued a press release reporting the financial results for its second quarter 2007. 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 July 27, 2007, David N. Weidman, President and Chief Executive Officer of the Company, and John J. Gallagher III, Executive Vice President (and former Chief Financial Officer) of the Company and President, Acetyls and Celanese Asia, 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 July 27, 2007*
99.2		Slide Presentation date July 27, 2007*

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 27, 2007

Exhibit Index

Exhibit Number		Description
99.1		Press Release dated July 27, 2007*
99.2		Slide Presentation date July 27, 2007*

          

Corporate News Release		Celanese Corporation Investor Relations 1601 West LBJ Freeway Dallas, Texas 75234-6034 Mark Oberle Phone: +1 972 443 4464 Fax: +1 972 332 9373 Mark.Oberle@celanese.com

Celanese Corporation Reports Second Quarter Results; Adjusted Earnings Per Share Increases 18% to $0.84

Second quarter highlights:

	•		Net sales increased 7% to $1,556 million from prior year
	•		Operating profit decreased 53% to $71 million on other expenses primarily related to restructuring activities and long-term compensation
	•		Net earnings decreased to a loss of $117 million on expenses related to debt refinancing
	•		Operating EBITDA increased 5% to $326 million
	•		Diluted EPS decreased to a loss of $0.76
	•		Adjusted EPS increased 18% to $0.84 from prior year

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(in $ milli ons, exc ept per share data)		2007				2006				2007				2006
Net sales			1,556				1,457				3,111				2,877
Operating profit			71				152				277				308
Net earnings (loss)			(117	)			103				84				220
Operating EBITDA 1			326				310				674				579
Diluted EPS — continuing operations			($0.81	)		$	0.55				($0.04	)		$	1.06
Diluted EPS — Total			($0.76	)		$	0.60			$	0.50			$	1.28
Adjusted EPS 1		$	0.84			$	0.71			$	1.75			$	1.30

Dallas, July 26, 2007: Celanese Corporation (NYSE: CE) today reported net sales of $1,556 million, a 7 percent increase from the prior year, including sales from the acquisition of the acetate flake, tow and film business of Acetate Products Limited (APL). Increased pricing in acetyls on continued strong global demand, the successful startup of the company’s acetic acid unit in Nanjing, China, ongoing growth in Ticona’s advanced engineered materials business, and positive currency effects helped to offset the impact related to an unplanned acetic acid production outage at the company’s Clear Lake, Texas facility that occurred in May 2007. Operating profit decreased to $71 million from $152 million in the same period last year. This year’s results included $105 million of other expenses primarily related to a long-term management compensation program payable upon the exit of the company’s private equity sponsor, and previously announced revitalization plans for the

company’s emulsions and polyvinyl alcohol businesses. Net earnings were a loss of $117 million and included approximately $265 million in pre-tax expenses primarily related to the company’s debt refinancing transaction completed in the second quarter. All U.S. GAAP operating results for both periods shown exclude discontinued operations of the company’s methanol production unit that was shut down during the first quarter, and results from the divested oxo alcohol business.

Adjusted earnings per share for the quarter were $0.84 compared with $0.71 in the same period last year, driven by lower selling, general and administrative expense; lower ongoing interest expense; and continued strong performance, including increased dividends from the company’s cost investments. The 2007 results for adjusted earnings per share excluded pre-tax expenses of $265 million primarily related to the company’s debt refinancing, $74 million associated with the long-term management compensation program, and approximately $32 million of certain other adjustments, including business optimization and restructuring expense. Adjusted earnings per share included earnings from its discontinued methanol production which was included in the company’s 2007 guidance. The company estimates that the Clear Lake outage had a total net earnings impact of between $0.05 and $0.10 per share in the second quarter. The tax rate used for adjusted earnings per share was 28 percent for the second quarters of 2007 and 2006, respectively. Operating EBITDA for the quarter was $326 million, a 5 percent increase from the prior year period.

“The loss of acetic acid production at our Clear Lake facility regrettably affected our customers and had an impact on our earnings,” said David Weidman, chairman and chief executive officer. “However, the solid performance of our specialty businesses in the quarter demonstrates the underlying strength of these global franchises and the successful startup of our Nanjing, China facility positions the company well for future growth.”

First Half 2007

Net sales for the first six months of 2007 were $3,111 million, an 8 percent increase from the same period last year, due to the inclusion of sales from the APL acquisition, higher volumes in Ticona, favorable currency impacts, and higher pricing in acetyls on continued strong global demand. Operating profit was $277 million, a decrease of 10 percent from the prior year, driven by other expenses in the second quarter of 2007. Operating EBITDA for the

first half of 2007 increased to $674 million from $579 million in the first half of last year. Improved results were primarily driven by expanded operating margins, increased affiliate income, and strong first quarter 2007 operating results. Adjusted earnings per share for the first half of the year were $1.75 compared with $1.30 in the prior year period, driven by lower net interest expense related to the company’s debt refinancing in the second quarter of 2007.

Recent Highlights

	•		Began commercial production at its 600,000 metric ton acetic acid facility in Nanjing, China.
	•		Closed debt refinancing transaction, which will increase the company’s operational and financial flexibility and lower interest expense by $10 million to $15 million per quarter versus 2006.
	•		Announced revitalization plans for its Emulsions & PVOH (polyvinyl alcohol) businesses, including global manufacturing restructuring and an R&D and technology realignment.
	•		Announced restructuring plans for the U.K. operations of its recently acquired APL business to capture synergies related to its integration with the Acetate Products business.
	•		Completed the $330 million stock repurchase program authorized by its board of directors in June 2007. Under the program, purchased a total of approximately 8.5 million of its Series A common shares at an average price of $38.88 per share. When combined with its previous share repurchase initiative, this completes a total of $400 million, or approximately 11 million common shares, executed as of July 23, 2007. Through June 30, 2007, the company had repurchased approximately $258 million, or 7.3 million shares.
	•		Named Sandra Beach Lin executive vice president of Celanese and president of Ticona, the company’s advanced engineered materials business. She replaces Lyndon Cole, who has announced his retirement.
	•		Named John J. Gallagher III executive vice president and president, Acetyls and Celanese Asia.
	•		Named Steven M. Sterin senior vice president and chief financial officer.
	•		Completed ownership transition with the final sale of shares from funds affiliated with The Blackstone Group L.P.
	•		Transitioned to a fully independent board of directors with the election of Farah M. Walters; also announced the resignations of Anjan

Mukherjee and James A. Quella, both with The Blackstone Group L.P.

Second Quarter Segment Overview

Chemical Products

The successful startup of the Chemical Products’ acetic acid unit in Nanjing helped mitigate the impact of the unplanned acetic acid outage at the company’s Clear Lake facility. Net sales rose 3 percent to $1,002 million compared with the same period last year. The increase in sales was driven by higher pricing on continued strong global demand and favorable currency effects, which more than offset lower volumes. Operating profit, however, decreased to $91 million from $130 million in the same period last year, as the lower volumes, higher raw material costs and $30 million of other charges related to long-term compensation and restructuring expense more than offset the higher pricing. Operating EBITDA decreased to $176 million from $207 million in the prior year period. Methanol production contributed $12 million of operating EBITDA in the second quarter of 2006. The company ceased production of its methanol unit in the first quarter of 2007.

Ticona Technical Polymers

Growth and innovation drove Ticona’s strong performance in the second quarter. Net sales increased 12 percent to $257 million versus the prior year period on higher volume of 8 percent, driven by strength in Europe, and favorable currency impact of 4 percent. All major product lines experienced volume growth in the period. Operating profit decreased slightly to $32 million from $38 million in the same period last year. Volume increases did not offset higher energy costs in Europe, costs associated with inventory changes and other charges related to long-term compensation in the period. Operating EBITDA increased to $70 million from $66 million primarily driven by improved operating performance.

Acetate Products

Acetate Products delivered improved results as it continued to demonstrate the success of its revitalization initiatives. Net sales increased to $235 million from $176 million in the same period last year, driven primarily by the inclusion of sales from the acquisition of APL’s acetate flake, tow and film business. Higher pricing helped to partially offset lower flake volume associated with the company’s strategy to expand its China ventures and close flake production in Edmonton, Canada. Operating profit was $29 million, unchanged from the prior year period, as relatively lower margins in the recently acquired APL business and higher restructuring and long-term compensation charges of approximately $8 million offset the increased sales.

Operating EBITDA, however, increased to $80 million from $55 million driven by results from the revitalization activities and a $13 million increase in dividends from the company’s strategic cost investments in China.

Performance Products

Net sales for Performance Products decreased slightly to $47 million for the quarter compared with $48 million in the prior year period. Positive currency impacts did not fully offset lower volumes and slightly lower pricing. The lower volumes were primarily related to the company’s exit of its non-core lower margin trade business during the fourth quarter of 2006. Volumes for Sunett™ sweetener increased, reflecting continued growth in global low calorie beverage and confectionary demand. Operating profit and operating EBITDA were both unchanged from the prior year period and were $16 million and $21 million, respectively.

Taxes

The tax rate for adjusted earnings per share was 28 percent in the second quarters of 2007 and 2006, respectively. As of June 30, 2007, the U.S. GAAP estimated annualized tax rate was 26 percent. The U.S. GAAP effective tax rate in 2007 will fluctuate from quarter to quarter, for example, given the U.S. GAAP treatment of the recapitalization transaction which was accounted for as a discrete transaction in the second quarter. The adjusted tax rate is based on our previous guidance which did not include this transaction.

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 $72 million in the second quarter, a $15 million increase from last year, on higher dividends from its Acetate China ventures. Equity and cost investment dividends, which are included in operating cash flow, increased to $59 million from $58 million last year.

Cash Flow

During the first six months of 2007, the company generated approximately $79 million in cash flow from operations compared with $167 million in the prior year period. Excluding cash used in discontinued operations, as well as the payment for the company’s long-term management compensation program, the company generated $253 million in cash flow from operations during the first six months of 2007. Results for the first half of 2007 also include cash tax payments of approximately $141 million, or $109 million higher than the

prior year period.

During the second quarter, the company used $706 million in cash primarily associated with its comprehensive recapitalization plan which includes debt repayments of $211 million, debt refinancing costs of $240 million and share repurchases of $258 million.

Cash and cash equivalents at the end of the period were $470 million, a decrease of $321 million from the end of 2006, and a decrease of $645 million from the end of the first quarter of 2007. Net debt at the end of the second quarter was $2,915 million, an increase of $208 million and $541 million compared to the fourth quarter of 2006 and the first quarter of 2007, respectively.

Outlook

“The underlying fundamentals of our business are strong. Global demand remains robust and our growth strategies are on track to deliver on our commitments to increase shareholder value,” said Weidman. “Unfortunately, due to uncertainty regarding the timeline of repair and expected restart date of the Clear Lake acetic acid unit, we are unable to provide short-term financial guidance at this time.”

The company carries normal and customary insurance coverage for property damage and business interruption subject to a self retention of approximately $50 million. The timing of any potential insurance recoveries, however, may lag the expense associated with repair and lost income by six to eight quarters.

Contacts:
Investor Relations		Media – U.S.		Media — Europe
Mark Oberle		Jeremy Neuhart		Jens Kurth
Phone: +1 972 443 4464		Phone: +1 972 443 3750		Phone: +49 69 305 7137
Telefax: +1 972 332 9373		Telefax: +1 972 443 8519		Telefax: +49 69 305 36787
Email: Mark.Oberle@celanese.com		Jeremy.Neuhart@celanese.com		Email: 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 $6.7 billion in 2006, with over 60% 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 8,900 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 four performance measures, operating EBITDA, affiliate EBITDA, adjusted earnings per share, and net debt 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 adjusted earnings per share is earnings per common share-diluted; and for net debt is total debt.

Use of Non-U.S. GAAP Financial Information

	•		Operating EBITDA, 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. 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 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.

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.

Preliminary Consolidated Statements of Operations- Unaudited

		Three Months Ended									Six Months Ended
		June 30,									June 30,
(in $ millions, except per share data		2007				2006					2007				2006
Net sales			1,556				1,457					3,111				2,877
Cost of sales			(1,219	)			(1,121	)				(2,415	)			(2,217	)
Gross profit			337				336					696				660
Selling, general and administrative expenses			(122	)			(136	)				(238	)			(273	)
Amortization of Intangibles 1			(17	)			(18	)				(35	)			(32	)
Research and development expenses			(19	)			(16	)				(36	)			(33	)
Other charges			(105	)			(12	)				(106	)			(12	)
Foreign exchange loss, net			—				(1	)				—				(1	)
Loss on disposition of assets, net			(3	)			(1	)				(4	)			(1	)
Operating profit			71				152					277				308
Equity in net earnings of affiliates			23				18					41				36
Interest expense			(61	)			(73	)				(133	)			(144	)
Refinancing expenses			(256	)			—					(256	)			—
Interest income			11				8					25				16
Dividend income — cost investments			49				39					64				46
Other income (expense), net			(5	)			(10	)				(15	)			(11	)
Earnings (loss) from continuing operations before tax and minority interests			(168	)			134					3				251
Income tax (provision) benefit			44				(38	)				(5	)			(68	)
Earnings (loss) from continuing operations before minority interests			(124	)			96					(2	)			183
Minority interests			—				(1	)				—				(1	)
Earnings (loss) from continuing operations			(124	)			95					(2	)			182
Earnings (loss) from discontinued operations:
Earnings (loss) from operation of discontinued operations			(5	)			11					38				56
Gain on disposal of discontinued operations			16				1					47				1
Income tax (provision) benefit			(4	)			(4	)				1				(19	)
Earnings from discontinued operations			7				8					86				38
Net earnings (loss)			(117	)			103					84				220
Cumulative preferred stock dividend			(3	)			(2	)				(5	)			(5	)
Net earnings (loss) available to common shareholders			(120	)			101					79				215
Earnings (loss) per common share — basic:
Continuing operations			($0.81	)		$	0.59					($0.04	)		$	1.12
Discontinued operations			0.05				0.05					0.54				0.24
Net earnings (loss) available to common shareholders			($0.76	)		$	0.64				$	0.50			$	1.36
Earnings (loss) per common share — diluted:
Continuing operations			($0.81	)		$	0.55					($0.04	)		$	1.06
Discontinued operations			0.05				0.05					0.54				0.22
Net earnings (loss) available to common shareholders			($0.76	)		$	0.60				$	0.50			$	1.28
Weighted average shares — basic			156.9				158.6					158.1				158.6
Weighted average shares — diluted			156.9				172.1					158.1				172.0

Preliminary Consolidated Balance Sheets — Unaudited

		June 30,				December 31,
(in $ millions)		2007				2006
ASSETS
Current assets:
Cash and cash equivalents			470				791
Restricted cash			—				46
Receivables:
Trade receivables — third party and affiliates, net			857				1,001
Other receivables			467				475
Inventories			575				653
Deferred income taxes			76				76
Other assets			51				69
Total current assets			2,496				3,111
Investments			745				763
Property, plant and equipment, net			2,176				2,155
Deferred income taxes			67				22
Other assets			565				506
Goodwill			869				875
Intangible assets , net			437				463
Total assets			7,355				7,895
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current installments of long-term debt — third party and affiliates			187				309
Trade payables — third parties and affiliates			667				823
Other current liabilities			731				787
Deferred income taxes			8				18
Income taxes payable			11				279
Total current liabilities			1,604				2,216
Long-term debt			3,198				3,189
Deferred income taxes			301				297
Benefit obligations			898				889
Other liabilities			693				443
Minority interests			5				74
Shareholders’ equity:
Preferred stock			—				—
Common stock			—				—
Treasury stock, at cost			(258	)			—
Additional paid-in capital			392				362
Retained earnings			474				394
Accumulated other comprehensive income (loss), net			48				31
Total shareholders’ equity			656				787
Total liabilities and shareholders’ equity			7,355				7,895

Table 1

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

		Three Months Ended									Six Months Ended
		June 30,									June 30,
(in $ millions)		2007				2006					2007				2006
Net Sales
Chemical Products			1,002				977					2,004				1,914
Technical Polymers Ticona			257				230					519				461
Acetate Products			235				176					458				343
Performance Products			47				48					92				97
Other Activities 1			58				68					117				129
Intersegment eliminations			(43	)			(42	)				(79	)			(67	)
Total			1,556				1,457					3,111				2,877
Operating Profit (Loss)
Chemical Products			91				130					239				251
Technical Polymers Ticona			32				38					68				79
Acetate Products			29				29					58				52
Performance Products			16				16					32				33
Other Activities 1			(97	)			(61	)				(120	)			(107	)
Total			71				152					277				308
Equity Earnings and Other Income/(Expense) 2
Chemical Products			18				15					22				23
Technical Polymers Ticona			16				14					30				29
Acetate Products			34				21					34				21
Performance Products			1				1					1				1
Other Activities 1			(2	)			(4	)				3				(3	)
Total			67				47					90				71
Other Charges and Other Adjustments 3
Chemical Products			30				20					76				33
Technical Polymers Ticona			5				(2	)				5				(4	)
Acetate Products			8				—					9				—
Performance Products			—				—					—				—
Other Activities 1			72				19					76				32
Total			115				37					166				61
Depreciation and Amortization Expense
Chemical Products			37				42					71				75
Technical Polymers Ticona			17				16					34				32
Acetate Products			9				5					16				12
Performance Products			4				4					8				8
Other Activities 1			6				7					12				12
Total			73				74					141				139
Operating EBITDA
Chemical Products			176				207					408				382
Technical Polymers Ticona			70				66					137				136
Acetate Products			80				55					117				85
Performance Products			21				21					41				42
Other Activities 1			(21	)			(39	)				(29	)			(66	)
Total			326				310					674				579

Table 2

Factors Affecting Second Quarter 2007 Segment Net Sales Compared to Second Quarter 2006

(in percent)		Volume				Price				Currency				Other 1				Total
Chemical Products			-5	%			4	%			4	%			0	%			3	%
Technical Polymers Ticona			8	%			0	%			4	%			0	%			12	%
Acetate Products			-8	%			6	%			0	%			36	%			34	%
Performance Products			-4	%			-2	%			4	%			0	%			-2	%
Total Company			-3	%			3	%			3	%			4	%			7	%

Factors Affecting Six Months 2007 Segment Net Sales Compared to Six Months 2006

(in percent)		Volume				Price				Currency				Other 1				Total
Chemical Products			-3	%			4	%			4	%			0	%			5	%
Technical Polymers Ticona			9	%			-1	%			5	%			0	%			13	%
Acetate Products			-4	%			7	%			0	%			31	%			34	%
Performance Products			-8	%			-2	%			5	%			0	%			-5	%
Total Company			-1	%			3	%			3	%			3	%			8	%

Table 3

Cash Flow Information

		Six Months Ended
		June 30,
(in $ millions)		2007				2006
Net cash provided by operating activities			79				167
Net cash provided by (used in) investing activities			295				(164	)
Net cash used in financing activities			(706	)			(51	)
Exchange rate effects on cash			11				12
Cash and cash equivalents at beginning of period			791				390
Cash and cash equivalents at end of period			470				354

Table 4

Cash Dividends Received

		Three Months Ended									Six Months Ended
		June 30,									June 30,
(in $ millions)		2007				2006					2007				2006
Dividends from equity investments			10				19					40				36
Dividends from cost investments			49				39					64				46
Total			59				58					104				82

Table 5

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

		June 30,				December 31,
(in $ millions)		2007				2006
Short-term borrowing s and current installments of long-term debt — third party and affiliates			187				309
Long-term debt			3,198				3,189
Total debt			3,385				3,498
Less: Cash and cash equivalents			470				791
Net Debt			2,915				2,707

Table 6

Adjusted Earnings Per Share — Reconciliation of a Non-U.S. GAAP Measure

		Three Months Ended									Six Months Ended
		June 30,									June 30,
(in $ millions, except per share data)		2007				2006					2007				2006
Earnings (loss) from continuing operations before tax and minority interests			(168	)			134					3				251
Non-GAAP Adjustments:
Other charges and other adjustments 1			115				37					166				61
Refinancing costs			256				—					254				—
Adjusted earnings from continuing operations before tax and minority interests			203				171					423				312
Income tax provision on adjusted earnings 2			(57	)			(48	)				(118	)			(87	)
Minority interests			—				(1	)				—				(1	)
Adjusted earnings from continuing operations			146				122					305				224
Preferred dividends			(3	)			(2	)				(5	)			(5	)
Adjusted net earnings available to common shareholders			143				120					300				219
Add back: Preferred dividends			3				2					5				5
Adjusted net earnings for adjusted EPS			146				122					305				224
Diluted shares (millions)
Weighted average shares outstanding			156.9				158.6					158.1				158.6
Assumed conversion of Preferred Shares			12.0				12.0					12.0				12.0
Assumed conversion of Restricted Stock			0.5				—					0.2				—
Assumed conversion of stock options			5.2				1.5					4.2				1.4
Total diluted shares			174.6				172.1					174.5				172.0
Adjusted EPS			0.84				0.71					1.75				1.30

Table 7

Reconciliation of Other Charges and Other Adjustments

Other Charges:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(in $ millions)		2007				2006				2007				2006
Employee termination benefits			25				9				25				11
Plant/office closures			—				2				—				—
Total restructuring			25				11				25				11
Insurance recoveries associated with plumbing cases			—				(2	)			—				(3	)
Long-term compensation triggered by Exit Event			74				—				74				—
Asset impairments			3				—				3				—
Ticona Kelsterbach relocation			3				—				3				—
Other			—				3				1				4
Total			105				12				106				12

Other Adjustments: ¹

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(in $ millions)		2007				2006				2007				2006
Executive severance & other costs related to Squeeze-Out			—				13				1				23
Ethylene Pipeline Exit							—				10
Business Optimi zation			3				—				5				—
Foreign exchange loss related to refinancing transaction			9				—				9				—
Discontinued Methanol production 2			(2	)			12				31				26
Other			—				—				4				—
Total			10				25				60				49
Total other charges and other adjustments			115				37				166				61

Table 8

Equity Affiliate Preliminary Results — Total — Unaudited

		Three Months Ended								Six Months Ended
(in $ millions)		June 30,								June 30,
		2007				2006				2007				2006
Net Sales
Ticona Affiliates 1			312				294				619				571
Infraserv 2			411				343				753				664
Total			723				637				1,372				1,235
Operating Profit
Ticona Affiliates			49				44				93				88
Infraserv			25				16				42				31
Total			74				60				135				119
Depreciation and Amortization
Ticona Affiliates			13				10				27				22
Infraserv			21				20				40				39
Total			34				30				67				61
Affiliate EBITDA 3
Ticona Affiliates			62				54				120				110
Infraserv			46				36				82				70
Total			108				90				202				180
Net Income
Ticona Affiliates			30				26				60				56
Infraserv			27				16				40				28
Total			57				42				100				84
Net Debt
Ticona Affiliates			107				(27	)			107				(27	)
Infraserv			47				63				47				63
Total			154				36				154				36

Equity Affiliate Preliminary Results — Celanese Proportional Share — Unaudited ⁴

		Three Months Ended								Six Months Ended
(in $ millions)		June 30,								June 30,
		2007				2006				2007				2006
Net Sales
Ticona Affiliates			145				137				287				265
Infraserv			133				205				253				316
Total			278				342				540				581
Operating Profit
Ticona Affiliates			24				21				45				42
Infraserv			9				7				14				11
Total			33				28				59				53
Depreciation and Amortization
Ticona Affiliates			6				5				12				11
Infraserv			7				6				14				13
Total			13				11				26				24
Affiliate EBITDA 3
Ticona Affiliates			30				26				57				52
Infraserv			16				13				27				23
Total			46				39				84				75
Equity in net earnings of affiliates (as reported on the Income Statement)
Ticona Affiliates			15				12				29				26
Infraserv			8				6				12				10
Total			23				18				41				36
Afilliate EBITDA in excess of Equity in net earnings of affiliates 5
Ticona Affiliates			15				14				28				26
Infraserv			8				7				15				13
Total			23				21				43				39
Net Debt
Ticona Affiliates			46				(15	)			46				(15	)
Infraserv			17				21				17				21
Total			63				6				63				6