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Celanese Corporation Reports Strong Third Quarter Results: Net Sales and Earnings Increase From 2004

Posted on: Monday, 7 November 2005, 09:01 CST

Celanese Corporation (NYSE:CE):

Third Quarter Highlights:

-- Net sales increase 21% from prior year on higher pricing and

the Vinamul emulsion and Acetex acquisitions

-- Basic EPS is $0.26; diluted adjusted EPS is $0.49

-- Operating profit more than triples on strong results in

Chemical Products, cost savings, and lower special charges

-- Adjusted EBITDA increases 16% from prior year to $253 million

-- Full year 2005 diluted adjusted EPS guidance raised to $1.95

to $2.05

in $ millions, except per share data Q3 2005 Q3 2004 ------------------------------------------------------------------- Net sales 1,536 1,265 Operating profit 92 25 Net earnings (loss) 45 (71) Basic EPS 0.26 n.m. Diluted Adjusted EPS 0.49 n.m. Adjusted EBITDA 253 218 -------------------------------------------------------------------

Celanese Corporation (NYSE:CE) today reported third quarter 2005 net sales increased 21% to $1,536 million compared to the same period last year primarily on higher pricing, mainly in Chemical Products, and sales of the recently acquired Acetex and Vinamul businesses. Basic net earnings were $0.26 per share, which included $24 million, pretax, in special charges primarily associated with the planned closure of the Edmonton, Canada site as well as $15 million, pretax, in inventory purchase accounting expenses related to the Acetex acquisition and increased ownership of Celanese AG.

Diluted adjusted earnings per share, which primarily exclude special charges and inventory purchase accounting expenses, were $0.49, within the company's guidance range of $0.45 to $0.50 per share. The results include $0.02 per share positive impact from increased ownership of Celanese AG.

Adjusted EBITDA rose 16% to $253 million on strong operating results, productivity improvements, and higher dividends from cost investments, and was within the company's previous guidance range of $240 million to $260 million. Adjusted EBITDA increased despite the impact of Hurricane Rita, which is estimated to be approximately $15 million for the third and fourth quarters combined.

"Celanese had another strong quarter and achieved its objectives for growth profitability, and cost control, despite the impact of Hurricane Rita and unprecedented increases in raw material costs," said David Weidman, president and chief executive officer. "These results demonstrate the strength of our hybrid chemicals structure and strategy for growth and cost improvement."

Operating profit more than tripled to $92 million versus $25 million last year on higher pricing, productivity improvements, and lower special charges. These effects more than offset higher raw material and energy costs, mainly for ethylene and natural gas. Operating profit in 2004 included $59 million in special charges, largely for non-cash asset impairments associated with the restructuring of Acetate Products. Operating profit in 2005 included $24 million in special charges and $15 million in inventory purchase accounting adjustments. Adjusting for these items, operating profit increased by $47 million.

The company continues to deliver on Celanese-specific opportunities to create value.

Recent Business Highlights:

-- Completed acquisition of Acetex Corporation and redemption of

Acetex's outstanding 10-7/8% senior notes for approximately

$500 million, primarily with available cash.

-- Completed the transition for purchasing our full requirement

of Gulf Coast methanol from Southern Chemical Corporation, a

Trinidad-based supplier, in an arrangement that is expected to

yield significant savings.

-- Increased our ownership of Celanese AG to approximately 98% as

of October 27 following an agreement with major shareholders

and ongoing tender offers. The Celanese Corporation Board of

Directors granted approval in November to a squeeze-out of

remaining shareholders.

-- Signed a letter of intent to divest Ticona's non-core

cyclo-olefin copolymer (COC) business to a venture between

Daicel and our Polyplastics equity investment.

-- Completed the sale of the Rock Hill, S.C., cellulose acetate

manufacturing site in October 2005 as part of the

restructuring of the Acetate Products business.

Equity and Cost Investments

Dividends from equity and cost investments increased by more than 50% to $47 million from $31 million in the same quarter last year, primarily due to higher dividends from our Ibn Sina cost investment in Saudi Arabia. Equity in net earnings of affiliates rose 24% to $21 million on increased performance of our Asian investments.

"As expected, dividends from our investments increased significantly in the quarter on improved performance of our ventures and our strategy to maximize our ventures' cash contributions, " said John Gallagher, chief financial officer and executive vice president. "We've received dividends of $114 million year to date, and now expect total dividends in 2005 to be modestly above $130 million."

Third Quarter Segment Overview

Chemical Products

Higher pricing driven by strong demand, high industry utilization rates and higher raw material costs in base products, such as acetic acid and vinyl acetate, as well as the results of the recent Acetex and Vinamul acquisitions, resulted in a net sales increase of 31% to $1,100 million for Chemical Products. Earnings from continuing operations before tax and minority interests rose by 34% to $134 million, benefiting from increased operating profit and dividends from the Ibn Sina cost investment, which more than doubled to $33 million in the quarter. Higher pricing for base products more than offset higher raw material costs, such as ethylene and natural gas. Downstream products, such as emulsions and polyvinyl alcohol, however, experienced margin compression, as raw material costs rose faster than pricing.

Technical Polymers Ticona

Net sales for Ticona were essentially flat at $212 million compared to the same period last year. The company was successful in its pricing initiatives, which offset lower polyacetal volumes, resulting from a weak European automotive market and reduced sales to lower end applications. Earnings from continuing operations before tax and minority interests increased by 17% to $34 million due to progress in its cost savings initiatives, higher pricing, and lower depreciation and amortization expense. Earnings from equity investments in Asia and the U.S. also increased in the period. These factors were partly offset by higher raw material costs, lower volumes, and lower inventory versus last year when there was a build for a planned maintenance turnaround.

Acetate Products

Acetate Products' net sales declined by 7% to $163 million as higher pricing for tow and flake and increased flake volumes did not offset lower volumes for filament and tow due to the company's planned exit from the filament business and the shutdown of a Canadian tow plant. Earnings from continuing operations before tax and minority interests increased to $4 million compared to a loss of $(39) million in the same period last year due to lower special charges of $9 million in 2005 versus $50 million in 2004 and lower depreciation and amortization expense largely related to restructuring initiatives. In the 3rd quarter of 2005, higher raw material and energy costs, along with temporarily higher manufacturing costs resulting from a realignment in inventory levels, were partially offset by higher pricing and savings from restructuring initiatives.

Performance Products

Net sales for the Performance Products segment decreased by $1 million to $46 million compared to the same period last year as higher volumes, largely for Sunett(R) sweetener, were offset by lower pricing for the sweetener. Earnings from continuing operations before tax and minority interests declined slightly by $1 million to $10 million as improved conditions in the sorbates business and cost savings were offset by lower pricing for Sunett and an impairment of cost investments.

Other Activities

Other Activities primarily consists of corporate center costs, including financing and administrative activities, and certain other operating entities, including the captive insurance companies and the AT Plastics business of Acetex, which was acquired in July 2005.

Net sales for Other Activities increased to $55 million from $20 million in the same period last year primarily due to the addition of $49 million in sales from AT Plastics, which was partially offset by lower third party sales from the captive insurance companies and the divestitures of the performance polymer polybenzamidazole (PBI) and Vectran polymer fiber businesses. Loss from continuing operations before tax and minority interests improved to a loss of $108 million from a loss of $132 million in the same period last year mainly due to $26 million in lower interest expense than in 2004, which included $18 million in deferred financing costs and a $21-million prepayment premium for the refinancing of redeemable preferred stock. This decrease was partially offset by increased interest expense on higher debt levels and interest rates.

Liquidity

As of September 30, 2005, the company had total debt of $3,496 million and cash and cash equivalents of $401 million. Net debt (total debt less cash and cash equivalents) increased to $3,095 million from $2,549 million as of December 31, 2004, as the company acquired Vinamul with debt and largely used available cash to finance the Acetex acquisition, the redemption of Acetex senior notes and the purchase of Celanese AG shares from two minority shareholders.

Outlook

The company increased its full year guidance range for diluted adjusted earnings per share to $1.95 to $2.05 from its previous guidance of $1.90 to $2.00 per diluted share to reflect the positive impact of fewer Celanese AG shares outstanding.

"Celanese had a very good quarter and continues to deliver on Celanese-specific opportunities that enhance our growth and profitability," said Weidman. "Our hybrid, global chemical company is well positioned, and we remain optimistic about our outlook."

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 "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.

Successor

Successor represents Celanese Corporation's financial position as of September 30, 2005 and December 31, 2004 and its consolidated results of operations for the three months and nine months ended September 30, 2005 and three months ended September 30, 2004. These consolidated financial statements reflect the application of purchase accounting relating to the acquisition of Celanese AG and preliminary purchase accounting adjustments relating to the acquisitions of Vinamul, Acetex and the additional Celanese AG shares acquired in the third quarter of 2005.

Predecessor

Predecessor represents Celanese AG's consolidated results of its operations for the three months ended March 31, 2004. These results relate to a period prior to the acquisition of Celanese AG and present Celanese AG's historical basis of accounting without the application of purchase accounting.

The results of the Successor are not comparable to the results of the Predecessor due to the difference in the basis of presentation of purchase accounting as compared to historical cost and different accounting policies.

Reconciliation of Non-U.S. GAAP Measures to U.S. GAAP

This release reflects three performance measures, net debt, adjusted EBITDA, and diluted adjusted earnings per share 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 net debt is total debt; for adjusted EBITDA is net earnings (loss); and for diluted adjusted earnings per share is diluted earnings (loss) per share. For a reconciliation of these non-U.S. GAAP measures to U.S. GAAP figures, see the accompanying schedules to this release.

Use of Non-U.S. GAAP Financial Information

Adjusted EBITDA, a measure used by management to measure performance, is defined as earnings (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization, and further adjusted for certain cash and non-cash charges. Our management believes adjusted 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. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net earnings 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 adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, adjusted 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. Net debt is defined as total debt less cash and cash equivalents. Our management uses net debt to evaluate the Company's capital structure. Diluted adjusted net earnings per share is defined as income available to common shareholders plus preferred dividends, adjusted for special and one-time expenses and divided by the number of basic common and diluted preferred shares outstanding as of September 30, 2005. We believe that the presentation of all of the non-U.S. GAAP information provides useful information to management and investors regarding various financial and business trends relating to our financial condition and results of operations, and that when U.S. GAAP information is viewed in conjunction with non-U.S. GAAP information, investors are provided with a more meaningful understanding of our ongoing operating performance. This non-U.S. GAAP information is not intended to be considered in isolation or as a substitute for U.S. GAAP financial information.

The presentation of combined 2004 consolidated statements of operations of the predecessor and successor results in a non-GAAP measure as the predecessor and successor's consolidated financial statements are based on two different methods of accounting and as the successor's consolidated financial statements include the effects of purchase accounting.

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.

Consolidated Statements of Operations Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ---------------------------------------------------------------------- Net sales 1,536 1,265 4,562 3,737 Cost of sales (1,253) (1,005) (3,553) (3,065) ----------------------------------------- --------- --------- -------- Gross profit 283 260 1,009 672 Selling, general and administrative expenses (144) (153) (441) (415) Research and development expenses (22) (23) (68) (68) Special charges: Insurance recoveries associated with plumbing cases - (1) 4 1 Restructuring, impairment and other special charges (24) (58) (93) (87) Foreign exchange gain (loss), net (2) (2) - (2) Gain (loss) on disposition of assets 1 2 (1) 1 ----------------------------------------- --------- --------- -------- Operating profit 92 25 410 102 Equity in net earnings of affiliates 21 17 48 47 Interest expense (72) (98) (316) (234) Interest income 7 8 31 20 Other income (expense), net 26 17 47 2 ----------------------------------------- --------- --------- -------- Earnings (loss) from continuing operations before tax and minority interests 74 (31) 220 (63) Income tax provision (26) (48) (77) (75) ----------------------------------------- --------- --------- -------- Earnings (loss) from continuing operations before minority interests 48 (79) 143 (138) Minority interests (3) 8 (41) (2) ----------------------------------------- --------- --------- -------- Earnings (loss) from continuing operations 45 (71) 102 (140) Earnings (loss) from operation of discontinued operations (including gain on disposal of discontinued operations) - - - 8 Related income tax benefit - - - 14 ----------------------------------------- --------- --------- -------- Earnings (loss) from discontinued operations - - - 22 ----------------------------------------- --------- --------- -------- Net earnings (loss) 45 (71) 102 (118) --------------------------------------------------- ------------------ NET SALES Table 1 Net Sales Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ---------------------------------------------------------------------- Chemical Products 1,100 840 3,229 2,466 Technical Polymers Ticona 212 213 674 660 Acetate Products 163 176 542 521 Performance Products 46 47 140 136 ----------------------------------------- --------- --------- -------- Segment total 1,521 1,276 4,585 3,783 Other activities 55 20 75 42 Intersegment eliminations (40) (31) (98) (88) ----------------------------------------- ------------------- -------- Total 1,536 1,265 4,562 3,737 ---------------------------------------------------------------------- Table 2 Factors Affecting Third Quarter 2005 Segment Net Sales Compared to Third Quarter 2004 in percent Volume Price Currency Other(a) Total -------------------------------- ------ ----- -------- -------- ----- Chemical Products 2% 12% 1% 16% 31% Technical Polymers Ticona -5% 5% 0% 0% 0% Acetate Products -12% 5% 0% 0% -7% Performance Products 2% -4% 0% 0% -2% -------------------------------- ------ ----- -------- -------- ----- Segment total -1% 9% 0% 11% 19% -------------------------------- ------ ----- -------- -------- ----- (a) Primarily represents net sales of the recently acquired Vinamul and Acetex businesses, excluding AT Plastics Table 3 Factors Affecting Nine Months 2005 Segment Net Sales Compared to Nine Months 2004 in percent Volume Price Currency Other(a) Total -------------------------------- ------ ----- -------- -------- ----- Chemical Products 0% 18% 2% 11% 31% Technical Polymers Ticona -2% 2% 2% 0% 2% Acetate Products 0% 4% 0% 0% 4% Performance Products 4% -5% 4% 0% 3% -------------------------------- ------ ----- -------- -------- ----- Segment total -1% 13% 2% 7% 21% -------------------------------- ------ ----- -------- -------- ----- (a) Primarily represents net sales of the recently acquired Vinamul and Acetex businesses, excluding AT Plastics KEY FINANCIAL DATA Table 4 Operating Profit (Loss) Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ---------------------------------------------------------------------- Chemical Products 98 83 430 184 Technical Polymers Ticona 18 15 62 57 Acetate Products 4 (39) 34 (20) Performance Products 13 12 41 25 ----------------------------------------- --------- --------- -------- Segment total 133 71 567 246 Other activities (41) (46) (157) (144) ----------------------------------------- ------------------- -------- Total 92 25 410 102 ---------------------------------------------------------------------- Table 5 Earnings (Loss) from Continuing Operations Before Tax and Minority Interests Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ---------------------------------------------------------------------- Chemical Products 134 100 476 198 Technical Polymers Ticona 34 29 107 100 Acetate Products 4 (39) 36 (16) Performance Products 10 11 36 23 ----------------------------------------- --------- --------- -------- Segment total 182 101 655 305 Other activities (108) (132) (435) (368) ----------------------------------------- ------------------- -------- Total 74 (31) 220 (63) ---------------------------------------------------------------------- Table 6 Depreciation and Amortization Expense Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ------------------------------- -------------------------------------- Chemical Products 45 39 118 116 Technical Polymers Ticona 13 19 42 50 Acetate Products 3 16 21 43 Performance Products 4 3 10 7 ------------------------------- --------- --------- --------- -------- Segment total 65 77 191 216 Other activities 5 2 9 6 ------------------------------- --------- ------------------- -------- Total 70 79 200 222 ------------------------------- -------------------------------------- Table 7 Cash Dividends Received Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ------------------------------- -------------------------------------- Dividends from equity investments 14 14 60 35 Other distributions from equity investments - - - 1 Dividends from cost investments 33 17 54 30 ------------------------------- -------------------------------------- Total 47 31 114 66 ------------------------------- -------------------------------------- SPECIAL CHARGES AND OTHER EXPENSES Table 8 Special Charges in Operating Profit (Loss) Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ------------------------------- -------------------------------------- Chemical Products (12) (3) (16) (5) Technical Polymers Ticona (1) (6) (22) (5) Acetate Products (9) (50) (10) (50) Performance Products - - - - ------------------------------- --------- --------- --------- -------- Segment total (22) (59) (48) (60) Other activities (2) - (41) (26) ------------------------------- --------- ------------------- -------- Total (24) (59) (89) (86) ------------------------------- -------------------------------------- Table 9 Breakout of Special Charges by Type Q3 2005 Q3 2004 9M 2005 9M 2004 --------- --------- --------- -------- in $ millions Successor Successor Successor Combined ---------------------------------------------------------------------- Employee termination benefits (9) (6) (18) (9) Plant/office closures (13) (52) (14) (52) Restructuring adjustments - 1 - 1 ----------------------------------------- --------- --------- -------- Total restructuring (22) (57) (32) (60) Insurance recoveries associated with plumbing cases - (1) 4 1 Asset impairments (1) - (25) - Termination of advisor monitoring services - - (35) - Advisory services - - - (25) Other (1) (1) (1) (2) ----------------------------------------- ---------------------------- Total (24) (59) (89) (86) ---------------------------------------------------------------------- Table 10 Earnings Per Share Q3 2005 in $ millions, except for share and per share data Actual --------------------------------------------------------------------- Earnings from continuing operations before tax and minority interests 74 Income tax provision (26) Minority interests (3) Preferred dividends (3) -------- Net earnings available to common shareholders 42 ---------------------------------------------------------------------- Basic EPS Calculation --------------------------------------------------------------------- Weighted average shares outstanding (millions) 158.5 --------------------------------------------------------------------- Basic EPS 0.26 --------------------------------------------------------------------- Diluted EPS Calculation --------------------------------------------------------------------- Net earnings available to common shareholders 42 Add back: Preferred dividends 3 --------------------------------------------------------------------- Net earnings for diluted EPS 45 --------------------------------------------------------------------- Diluted shares (millions) --------------------------------------------------------------------- Weighted average shares outstanding 158.5 Conversion of Preferred Shares 12.0 Assumed conversion of stock options 1.4 --------------------------------------------------------------------- Total diluted shares 171.9 --------------------------------------------------------------------- Diluted EPS 0.26 ---------------------------------------------------------------------- Diluted Adjusted Earnings Per Share - Reconciliation of Non-US GAAP Items Q3 2005 in $ millions, except for share and per share data Adjusted --------------------------------------------------------------------- Net earnings available to common shareholders 42 Non-GAAP Adjustments: Purchase accounting for inventories 15 Special charges 24 Sponsor related charges 1 Tax differential for adjusted net earnings(a) (1) ---------------------------------------------------------------------- Net earnings available to common shareholders 81 Add back: Preferred dividends 3 --------------------------------------------------------------------- Net earnings for diluted adjusted EPS 84 --------------------------------------------------------------------- Diluted shares (millions) --------------------------------------------------------------------- Weighted average shares outstanding 158.5 Conversion of Preferred Shares 12.0 Assumed conversion of stock options 1.4 --------------------------------------------------------------------- Total diluted adjusted shares 171.9 --------------------------------------------------------------------- Diluted Adjusted EPS 0.49 ---------------------------------------------------------------------- (a) The tax differential for adjusted net earnings represents the difference between the effective tax rate applicable to net earnings available to common shareholders (35%) and the effective tax rate applicable to adjusted net earnings available to common shareholders (24%). Table 11 Net Debt Sep 30 Dec 31 in $ millions 2005 2004 ------------------------------------------------------- -------------- Short-term borrowings and current installments of long-term debt 181 144 Plus: Long-term debt 3,315 3,243 -------------------------------------------------------- ------ ------ Total debt 3,496 3,387 Less: Cash and cash equivalents 401 838 -------------------------------------------------------- ------------- Net Debt 3,095 2,549 -------------------------------------------------------- ------------- Table 12 Adjusted EBITDA in $ millions Q3 2005 Q3 2004 9M 2005 -------------------------------------------- ------------------------- Net earnings (loss) 45 (71) 102 (Earnings) loss from discontinued operations - - - Interest expense 72 98 316 Interest income (7) (8) (31) Income tax provision 26 48 77 Depreciation and amortization 70 79 200 -------------------------------------------- -------- ------- -------- EBITDA 206 146 664 Adjustments: Equity in net earnings of affiliates in excess of cash dividends received (7) (3) 12 Special charges 24 59 89 Other unusual items and adjustments (1) 30 16 105 -------------------------------------------- -------- ------- -------- Adjusted EBITDA 253 218 870 -------------------------------------------- -------- ------- -------- (1) Other Unusual Items and Adjustments in $ millions Q3 2005 Q3 2004 9M 2005 -------------------------------------------- ------------------------- Net (gain) loss on disposition of assets (1) (2) 1 Excess of minority interest (income) expense over cash dividends paid to minority shareholders 3 (8) 41 Severance and other restructuring charges not included in special charges 2 4 4 Cash interest income used by captive insurance subsidiaries to fund operations 1 2 7 Franchise taxes - - 1 Unusual and non-recurring items(a) 10 9 25 Non-cash charges(b) 15 1 16 Advisor monitoring fee - 3 10 Pro forma cost savings(c) - 7 - -------------------------------------------- ---------------- -------- Total Other Unusual Items and Adjustments 30 16 105 -------------------------------------------- ---------------- -------- (a) Primarily includes costs related to the Celanese AG (Q3 2004) and Vinamul acquisitions (Q3 2005 and 9M 2005), productivity enhancement programs (all periods presented), Summit (9M 2005 and Q3 2004) and Bedminster relocations (Q3 2005 and 9M 2005), and IPO bonus (9M 2005). (b) Primarily includes purchase accounting adjustment for inventories (Q3 2005 and 9M 2005) and ineffective portion of a net investment hedge (9M 2005). (c) Primarily represents adjustments on a pro-forma basis for certain cost savings that we expected to achieve from additional pension contributions (Q3 2004). Table 13 Guidance Diluted Adjusted EPS FY 2005 Mid- FY 2005 Mid- in $ millions, except for share and Point Guidance Point Guidance per share data Diluted EPS Diluted Adj. EPS ------------------------------------- --------------- ---------------- Earnings from continuing operations before tax and minority interests 305 - 330 305 - 330 Adjustments: Monitor Fee - 10 Refinancing costs - 102 Favorable impact on non-operating foreign exchange position - (14) Purchase accounting for inventories 15 Special charges and other - 82 ------------------------------------- --------------- ---------------- Earnings from continuing operations before tax and minority interests 305 - 330 500 - 525 Income tax provision (109) (120) Minority interest (42) (42) Preferred dividends (10) (10) --------------- ---------------- Net earnings available to common shareholders 145 - 170 325 - 350 ------------------------------------- -------------------------------- Basic EPS Calculation ------------------------------------- Weighted average shares outstanding (millions) 158.5 ------------------------------------- --------------- Basic EPS 0.92 - 1.07 ------------------------------------- --------------- Diluted EPS Calculation ------------------------------------- --------------- ---------------- Net earnings available to common shareholders 145 - 170 325 - 350 Add back: Preferred dividends 10 10 ------------------------------------- --------------- ---------------- Net earnings for diluted EPS 155 - 180 335 - 360 ------------------------------------- --------------- ---------------- Diluted shares (millions) Weighted average shares outstanding 158.5 158.5 Conversion of Preferred Shares 12.0 12.0 Assumed conversion of stock options 1.4 1.4 ------------------------------------- --------------- ---------------- Total diluted shares 171.9 171.9 ------------------------------------- -------------------------------- Diluted EPS 0.90 - 1.05 1.95 - 2.05 ------------------------------------- -------------------------------- Table 14 Guidance Adjusted EBITDA Guidance in $ millions FY 2005 --------------------------------------------------------------------- Net earnings 145 - 170 (Earnings) loss from discontinued operations - Net interest expense 360 Income tax provision (benefit) 109 Depreciation and amortization 260 - 265 ------------------------------------------------------ -------------- EBITDA 875 - 905 Adjustments: Cash dividends received in excess of equity in net earnings of affiliates (4) Special charges and other 82 Other unusual items and adjustments(a) 105 --------------------------------------------------------------------- Adjusted EBITDA 1,060 - 1,090 --------------------------------------------------------------------- (a) Primarily includes the following: Excess of minority interest income over cash dividends paid to minority shareholders Severance and other restructuring charges not included in special charges Cash interest income used by captive insurance subsidiaries to fund operations Unusual and non-recurring items Advisor monitoring fee Other minor items

Source: Business Wire

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