Celanese (CE) 8-K Celanese Corporation Reports Strong Third Quarter Results; Outlook for Full Year at Top End of Previous Guidance Range

	Celanese Corporation
	Investor Relations
Corporate News Release	1601 West LBJ Freeway
	Dallas, Texas 75234-6034
	Mark Oberle
	Phone: +1 972 443 4464

Celanese Corporation Reports Strong Third Quarter Results; Outlook for Full Year at Top End of Previous Guidance Range

Third quarter highlights:

• Net sales increase 10% from prior year to $1,685 million

• Operating profit up 111% to $200 million

• Diluted EPS is $0.64, up 146%

• Adjusted EPS is $0.79, up 61%

• Operating EBITDA increases 28% to $322 million

• Net debt decreases to $2,936 million

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in $ millions, except per share data)	2006		2005		2006		2005
Net sales		1,685		1,526		5,000		4,493
Operating profit		200		95		562		406
Net earnings		109		45		329		102
Basic EPS	$	0.67	$	0.26	$	2.02	$	0.62
Diluted EPS	$	0.64	$	0.26	$	1.92	$	0.62
Adjusted EPS *	$	0.79	$	0.49	$	2.23	$	1.66
Operating EBITDA *		322		252		936		802

* Non-U.S. GAAP measures. See reconciliation in tables 1 and 6.

Dallas, October 31, 2006:Celanese Corporation (NYSE: CE) today reported net sales increased 10% to $1,685 million, compared to the same period last year, on increased volumes and pricing due to continued strong demand. Operating profit more than doubled to $200 million compared to $95 million in the third quarter of last year on stronger volumes, higher margins and lower other charges and adjustments. Improved earnings in specialty businesses, higher pricing, and increased volumes more than offset higher raw material costs.

Adjusted earnings for the quarter were $0.79 per share compared to $0.49 in the same period last year. These results included a $0.03 per share benefit related to a lower than expected adjusted tax rate

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of 25%. Operating EBITDA increased 28% to $322 million from $252 million in the prior year period.

“Celanese delivered another strong quarter of earnings performance. Our integrated hybrid business model continued to deliver value to shareholders and demonstrated resiliency during a period of raw material cost volatility,” said David Weidman, president and chief executive officer. “Our Ticona and Acetate Products businesses delivered tremendous year over year improvements as a result of their growth and revitalization strategies.”

Year to Date 2006

Net sales for the first nine months of 2006 were $5 billion, an 11% increase from the same period last year. The improved results were driven by the inclusion of sales from the Acetex acquisition as well as increased volumes and pricing due to continued strong demand. Operating profit rose 38% to $562 million, compared to $406 million in the first nine months of 2005. Operating EBITDA for the first nine months of 2006 increased 17% to $936 million, compared to $802 million in the same period last year. Adjusted earnings per share for the period were $2.23 compared to $1.66 for the first nine months of 2005, an increase of 34%. The company’s strong business performance, increased volumes, and the realized benefits of several restructuring and productivity efforts drove the improved results.

Recent Highlights

• Announced agreement to acquire Acetate Products Limited, the cellulose acetate flake, tow and film activities of Corsadi BV. The proposed acquisition, subject to customary regulatory approvals, is consistent with the company’s goal of improving upon its cost effective, highly reliable supply to the global acetate market.

• Celanese moved to an independent board of directors with the election of two new independent directors. The board now has a total of 11 directors, including six independent directors.

• Effective in the fourth quarter of 2006, the company expects to lower the borrowing costs on its senior credit facility by

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reducing the margin over LIBOR from 2.00% to 1.75% on approximately $1.3 billion of the U.S. dollar denominated portion of the Term Loans due to overall leverage ratio improvement.

Third Quarter Segment Overview

Chemical Products

Chemical Products continued to deliver a high level of sustained earnings. Net sales for the quarter increased from $1.1 billion in the prior period to $1.2 billion on higher pricing and continued strong demand. Operating profit rose 68%, from $101 million to $170 million, compared to the same period last year. Higher volumes in all product lines, price increases in both acetyl and acetyl derivative products, and lower other charges more than offset raw material cost increases, primarily in ethylene and propylene. Operating EBITDA increased from $201 million to $234 million compared to the same period last year. Sharply higher operating margins were partially offset by lower dividends from cost investments in the quarter. Dividends from the company’s cost investments were in line with expectations, but were lower than last year due to timing of dividend payments.

Ticona Technical Polymers

Ticona delivered outstanding performance as it grew volumes in key applications for its specialty engineered polymers. Net sales increased 8% to $230 million, compared to the same period last year, as higher volumes of 10% and favorable currency were partly offset by lower pricing associated with product mix. Volumes increased in all product lines as a result of the ongoing success of the company’s growth and innovation strategy. Operating profit increased from $18 million to $37 million compared to the same period last year, primarily due to increased volumes and an improved cost structure, including the effects from the exit of the COC business. Operating EBITDA increased 32% to $66 million compared to the same quarter last year.

Acetate Products

Acetate Products delivered improved and sustainable performance, benefiting from its revitalization strategy. Net sales increased 6% to $171 million compared to the same period last year. Higher

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pricing on continued strong demand and increased flake volumes more than offset lower tow volumes resulting from the 2005 shutdown of the company’s Canadian tow plant. Operating profit increased to $23 million from $4 million as higher pricing, lower other charges, and savings from restructuring more than offset higher raw material and energy costs. Operating EBITDA for the quarter increased from $16 million to $29 million.

Performance Products

Net sales for Performance Products were $41 million, an 11% decrease from the same period last year due to a 6% decrease in volume and pricing. The decrease in pricing was in line with the company’s expectations, and the decrease in volume was primarily due to timing of sales to the carbonated beverage industry in 2006 compared to 2005. Operating profit was $10 million for the quarter compared to $13 million in the third quarter of last year. Operating EBITDA was $13 million compared to $16 million in the third quarter of last year.

Taxes

The 25% tax rate for adjusted earnings per share was favorable to the company’s previous estimate of 28% and accounted for a $0.03 per share positive impact in the third quarter. The tax rate for adjusted earnings per share reflects the benefits of utilizing the company’s net operating losses and differs significantly from the U.S. GAAP tax rate of 40% for the third quarter. This difference is primarily due to the impact of the reversal of purchase accounting valuation allowances related to net operating losses in the United States. Expected cash taxes are not impacted by these items and remain at the high end of the company’s previously forecasted range of between $60 and $100 million for 2006.

Equity and Cost Investments

Total dividends received from equity and cost investments were $33 million compared to $47 million in the same period last year. The expected decrease was mainly due to lower dividends from the Ibn Sina

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cost investment in Saudi Arabia due to timing of payments. Earnings from equity and cost investments decreased to $36 million from $54 million, primarily due to lower cost investment dividends.

Cash Flow

During the third quarter, the company generated $257 million of cash from operating activities. The company continued to generate strong cash flow with $415 million in cash from operating activities during the first nine months of 2006, compared to $513 million in the same period last year. The year over year decrease is primarily due to the impact of favorable inventory reduction associated with the hurricanes in 2005, an increase in working capital associated with 2006 revenue growth, and timing of other cash payments.

Net debt at the end of the third quarter was $2,936 million, a decrease of $111 million from the end of 2005 and a decrease of $204 million from the end of the second quarter of 2006. Effective in the fourth quarter of 2006, the company expects to lower the borrowing costs on its senior credit facility by reducing the margin over LIBOR from 2.00% to 1.75% on approximately $1.3 billion of the U.S. dollar denominated portion of the Term Loans due to overall leverage ratio improvement.

Outlook

The company now expects its full year adjusted earnings per share to be between $2.70 and $2.80, based on 171.2 million diluted shares outstanding, compared to its previous guidance range of between $2.50 and $2.80. Full year 2005 results were $2.24. Fourth quarter results are expected to reflect traditional seasonality across the businesses but should benefit from lower raw material and energy costs as compared to last year. The company expects the full year tax rate for adjusted earnings per share to be approximately 27%.

“Our continued positive outlook demonstrates our confidence in the underlying strength of our businesses and their ability to deliver sustainable earnings,” Weidman said. “Our integrated, hybrid model and relentless pursuit of our company strategy has established a highly successful, global platform for strong performance and future growth.”

As a global leader in the chemicals industry, Celanese Corporation

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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 $6.1 billion in 2005, with approximately 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 9,300 employees worldwide. For more information on Celanese Corporation, please visit the company’s website atwww.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 three performance measures, operating 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

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	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.
•	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.

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Preliminary Consolidated Statements of Earnings- Unaudited

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in $ millions, except per share data)	2006			2005			2006			2005
Net sales		1,685			1,526			5,000			4,493
Cost of sales		(1,318	)		(1,240	)		(3,916	)		(3,491	)
Gross profit		367			286			1,084			1,002
Selling, general and administrative expenses		(147	)		(144	)		(452	)		(438	)
Research and development expenses		(16	)		(22	)		(52	)		(68	)
Other charges		0			(24	)		(12	)		(89	)
Foreign exchange (loss), net		(2	)		(2	)		(3	)		—
Gain (loss) on disposition of assets, net		(2	)		1			(3	)		(1	)
Operating profit		200			95			562			406
Equity in net earnings of affiliates		20			21			59			48
Interest expense		(74	)		(72	)		(218	)		(316	)
Interest income		9			7			26			31
Other income, net		26			26			61			47
Earnings from continuing operations before tax and minority interests		181			77			490			216
Income tax provision		(72	)		(27	)		(159	)		(79	)
Earnings from continuing operations before minority interests		109			50			331			137
Minority interests		(2	)		(3	)		(3	)		(41	)
Earnings from continuing operations		107			47			328			96
Earnings (loss) from operation of discontinued operations		2			(2	)		1			6
Net earnings		109			45			329			102
Cumulative preferred stock dividend declared		(3	)		(3	)		(8	)		(7	)
Net earnings available to common shareholders		106			42			321			95
Earnings (loss) per common share — basic:
Continuing operations	$	0.66		$	0.27		$	2.01		$	0.58
Discontinued operations		0.01			(0.01	)		0.01			0.04
Net earnings available to common shareholders	$	0.67		$	0.26		$	2.02		$	0.62
Earnings (loss) per common share — diluted:
Continuing operations	$	0.63		$	0.27		$	1.91		$	0.58
Discontinued operations		0.01			(0.01	)		0.01			0.04
Net earnings available to common shareholders	$	0.64		$	0.26		$	1.92		$	0.62
Weighted average shares — basic		158.6			158.5			158.6			153.0
Weighted average shares — diluted		171.2			171.9			171.6			153.5

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Preliminary Consolidated Balance Sheets — Unaudited

	September 30,			December 31,
(in $ millions)	2006			2005
ASSETS
Current assets:
Cash and cash equivalents		513			390
Restricted cash		44			—
Receivables:
Trade receivables, net		987			919
Other receivables		552			481
Inventories		639			650
Deferred income taxes		37			37
Other assets		68			91
Total current assets		2,840			2,568
Investments		787			775
Property, plant and equipment, net		2,085			2,036
Deferred income taxes		85			139
Other assets		484			497
Goodwill		876			949
Intangible assets, net		469			481
Total assets		7,626			7,445
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current installments of long-term debt — third party and affiliates		205			155
Trade payable -third parties and affiliates		741			811
Other current liabilities		726			787
Deferred income taxes		27			36
Income taxes payable		248			224
Total current liabilities		1,947			2,013
Long-term debt		3,244			3,282
Deferred income taxes		300			285
Benefit obligations		1,070			1,126
Other liabilities		449			440
Minority interests		70			64
Shareholders’ equity:
Preferred stock		—			—
Common stock		—			—
Additional paid-in capital		356			337
Retained earnings		326			24
Accumulated other comprehensive income (loss), net		(136	)		(126	)
Total shareholders’ equity		546			235
Total liabilities and shareholders’ equity		7,626			7,445

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Table 1

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in $ millions)	2006			2005			2006			2005
Net Sales
Chemical Products		1,206			1,091			3,558			3,203
Technical Polymers Ticona		230			212			691			674
Acetate Products		171			162			514			499
Performance Products		41			46			138			140
Other Activities *		69			55			198			75
Intersegment eliminations		(32	)		(40	)		(99	)		(98	)
Total		1,685			1,526			5,000			4,493
Operating Profit (Loss)
Chemical Products		170			101			475			436
Technical Polymers Ticona		37			18			116			62
Acetate Products		23			4			75			24
Performance Products		10			13			43			41
Other Activities *		(40	)		(41	)		(147	)		(157	)
Total		200			95			562			406
Equity Earnings and Other Income/(Expense) **
Chemical Products		22			36			47			44
Technical Polymers Ticona		13			15			42			43
Acetate Products		—			—			21			2
Performance Products		—			(2	)		1			(2	)
Other Activities *		11			(2	)		9			8
Total		46			47			120			95
Other Charges and Other Adjustments ***
Chemical Products		3			19			10			23
Technical Polymers Ticona		—			4			(4	)		25
Acetate Products		—			9			—			10
Performance Products		—			1			—			1
Other Activities *		3			7			35			42
Total		6			40			41			101
Depreciation and Amortization Expense
Chemical Products		39			45			118			118
Technical Polymers Ticona		16			13			48			42
Acetate Products		6			3			18			21
Performance Products		3			4			11			10
Other Activities *		6			5			18			9
Total		70			70			213			200
Operating EBITDA
Chemical Products		234			201			650			621
Technical Polymers Ticona		66			50			202			172
Acetate Products		29			16			114			57
Performance Products		13			16			55			50
Other Activities *		(20	)		(31	)		(85	)		(98	)
Total		322			252			936			802

*	Other Activities primarily includes corporate selling, general and administrative expenses and the results from AT Plastics and captive insurance companies.
**	Includes equity earnings from affiliates and other income/(expense), which is primarily dividends from cost investments.
***	Excludes adjustments to minority interest, net interest, taxes, depreciation, amortization and discontinued operations.

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Table 2

Factors Affecting Third Quarter 2006 Segment Net Sales Compared to Third Quarter 2005

(in percent)	Volume			Price			Currency			Other			Total
Chemical Products		3	%		5	%		2	%		0	%		10	%
Technical Polymers Ticona		10	%		-3	%		2	%		-1	%		8	%
Acetate Products		0	%		6	%		0	%		0	%		6	%
Performance Products		-6	%		-6	%		1	%		0	%		-11	%
Total Company		4	%		4	%		2	%		0	%		10	%

Factors Affecting Nine Months 2006 Segment Net Sales Compared to Nine Months 2005

(in percent)	Volume			Price			Currency			Other*			Total
Chemical Products		1	%		4	%		0	%		6	%		11	%
Technical Polymers Ticona		6	%		-1	%		-2	%		-1	%		2	%
Acetate Products		-4	%		7	%		0	%		0	%		3	%
Performance Products		11	%		-10	%		-2	%		0	%		-1	%
Total Company		2	%		3	%		0	%		6	%		11	%

* Primarily represents net sales from the Acetex business (Chemical Products), the absence of sales related to the COC divestiture (Ticona), and AT Plastics and captive insurance companies (Total Company).

Table 3

Cash Flow Information

	Nine Months Ended
	September 30,
(in $ millions)	2006			2005
Net cash provided by operating activities		415			513
Net cash (used in) investing activities		(193	)		(778	)
Net cash (used in) financing activities		(109	)		(78	)
Exchange rate effects on cash		10			(94	)
Cash and cash equivalents at beginning of period		390			838
Cash and cash equivalents at end of period		513			401

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Table 4

Cash Dividends Received

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in $ millions)	2006		2005		2006		2005
Dividends from equity investments		17		14		53		60
Dividends from cost investments		16		33		62		54
Total		33		47		115		114

Table 5

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

	September 30,		December 31,
(in $ millions)	2006		2005
Short-term borrowings and current installments of long-term debt — third party and affiliates		205		155
Long-term debt		3,244		3,282
Total debt		3,449		3,437
Less: Cash and cash equivalents		513		390
Net Debt		2,936		3,047

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Table 6

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in $ millions, except per share data)	2006			2005			2006			2005
Earnings from continuing operations before tax and minority interests		181			77			490			216
Non-GAAP Adjustments:
Other charges and other adjustments *		6			40			41			101
Refinancing costs		—			—			—			102
Adjusted earnings from continuing operations before tax and minority interests		187			117			531			419
Income tax provision on adjusted earnings **		(47	)		(28	)		(143	)		(102	)
Minority interests		(2	)		(3	)		(3	)		(41	)
Earnings from discontinued operations, net of tax and adjustments ***		(2	)		(2	)		(3	)		6
Preferred dividends		(3	)		(3	)		(8	)		(7	)
Adjusted net earnings available to common shareholders		133			81			374			275
Add back: Preferred dividends		3			3			8			7
Adjusted net earnings for diluted adjusted EPS		136			84			382			282
Diluted shares (millions)
Weighted average shares outstanding		158.6			158.5			158.6			158.5
Assumed conversion of Preferred Shares		12.0			12.0			12.0			10.9
Assumed conversion of stock options		0.6			1.4			1.0			0.5
Total diluted shares		171.2			171.9			171.6			169.9
Adjusted EPS from continuing operations		0.80			0.50			2.25			1.62
Earnings per common share from discontinued operations, net of adjustments		(0.01	)		(0.01	)		(0.02	)		0.04
Adjusted EPS		0.79			0.49			2.23			1.66

*	See Table 7 for details
**	The U.S. GAAP tax rate for the three months ended September 30, 2006 is 40% and nine months ended September 30, 2006 is 32%. The company’s adjusted tax rate for the three months ended September 30, 2006 is 25% and the resulting year to date adjusted tax rate is 27%. The difference between our US GAAP taxes and our adjusted taxes are due to: (i) the favorable impact of purchase accounting on our net operating losses ($23 million), and (ii) the elimination of discrete tax items not related to the current period ($4 million).
***	Does not include gain on sale related to discontinued operations.

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Table 7

Reconciliation of Other Charges and Other Adjustments

Other Charges: *

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in $ millions)	2006		2005		2006			2005
Employee termination benefits		—		8		11			16
Plant/office closures		—		13		—			15
Total restructuring		—		21		11			31
Asset impairments		—		1		—			25
Insurance recoveries associated with plumbing cases		—		—		(3	)		(4	)
Other		—		2		4			37	**
Total		—		24		12			89

Other Adjustments: ***

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in $ millions)	2006			2005		2006			2005
Executive severance & legal costs related to Squeeze-Out		5			—		28			—
Favorable impact on non-operating foreign exchange position		—			—		—			(14	)
Advisor monitoring fee		—			—		—			10
Purchase accounting for inventories		—			16		—			16
Business Optimization		4			—		4			—
Other		(3	)		—		(3	)		—
Total		6			16		29			12
Total other charges and other adjustments		6			40		41			101

*	Previously described as Special Charges
**	Termination of advisor monitoring fee
***	These items are included in net earnings but not included in other charges.