1306830--2/12/2010--Celanese

related topics

{debt, indebtedness, cash}

{cost, regulation, environmental}

{operation, international, foreign}

{cost, operation, labor}

{regulation, change, law}

{cost, contract, operation}

{customer, product, revenue}

{provision, law, control}

{property, intellectual, protect}

{financial, litigation, operation}

We are a company with operations around the world and are exposed to general economic, political and regulatory conditions and risks in the countries in which we have significant operations. We are subject to risks associated with the increased volatility in the prices and availability of key raw materials and energy. Failure to develop new products and production technologies or to implement productivity and cost reduction initiatives successfully may harm our competitive position. Recent federal regulations aimed at increasing security at certain chemical production plants and similar legislation that may be proposed in the future could, if passed into law, require us to relocate certain manufacturing activities and require us to alter or discontinue our production of certain chemical products, thereby increasing our operating costs and causing an adverse effect on our results of operations. Environmental regulations and other obligations relating to environmental matters could subject us to liability for fines, clean-ups and other damages, require us to incur significant costs to modify our operations and increase our manufacturing and delivery costs. Changes in environmental, health and safety regulations in the jurisdictions where we manufacture and sell our products could lead to a decrease in demand for our products. We are subject to risks associated with possible climate change legislation, regulation and international accords. Our production facilities handle the processing of some volatile and hazardous materials that subject us to operating risks that could have a negative effect on our operating results. Production at our manufacturing facilities could be disrupted for a variety of reasons, which could prevent us from producing enough of our products to maintain our sales and satisfy our customers demands. Our business and financial results may be adversely affected by various legal and regulatory proceedings. We may experience unexpected difficulties and incur unexpected costs in the relocation of our Ticona plant from Kelsterbach to the Rhine Main area, which may increase our costs, delay the transition or disrupt our ability to supply our customers. Our significant non-US operations expose us to global exchange rate fluctuations that could adversely impact our profitability. Significant changes in pension fund investment performance or assumptions relating to pension costs may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost. Our future success will depend in part on our ability to protect our intellectual property rights. Our inability to enforce these rights could reduce our ability to maintain our market position and our profit margins. Provisions in certificate of incorporation and bylaws, as well as any shareholders rights plan, may discourage a takeover attempt. Risks Related to the Acquisition of Celanese GmbH, formerly Celanese AG The amounts of the fair cash compensation and of the guaranteed annual payment offered under the domination and profit and loss transfer agreement ( Domination Agreement ) and/or the compensation paid in connection with the squeeze-out may be increased, which may further reduce the funds the Purchaser can otherwise make available to us. The Purchaser may be required to compensate Celanese GmbH for annual losses, which may reduce the funds the Purchaser can otherwise make available to us. We and two of our subsidiaries have taken on certain obligations with respect to the Purchaser s obligation under the Domination Agreement and intercompany indebtedness to Celanese GmbH, which may diminish our ability to make payments on our indebtedness. Risks Related to Our Indebtedness Our level of indebtedness could diminish our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or the chemicals industry and prevent us from meeting obligations under our indebtedness. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly and affect our operating results. We may not be able to generate sufficient cash to service our indebtedness, and may be forced to take other actions to satisfy obligations under our indebtedness, which may not be successful. Restrictive covenants in our debt instruments may limit our ability to engage in certain transactions and may diminish our ability to make payments on our indebtedness.

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1306830--2/12/2010--Celanese_CORP