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Clariant AG Interim / Quarterly Report 2004

Nov 25, 2004

856_10-q_2004-11-25_829432d4-1d46-4063-a51a-c38054ac6ad3.pdf

Interim / Quarterly Report

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Clariant International AG

Rothausstrasse 61 CH-4132 Muttenz 1/ Switzerland November 9, 2004

News Release

Clariant Posts Strong 9-Month Results Sales and Cash Flow Significantly Higher

  • Sales grew 7% in local currency terms, to CHF 6.550 billion; volume up 10%
  • Net income rose sharply, to CHF 170 million, from CHF 49 million loss
  • Strong sales in Americas and Asia; modest growth in Europe
  • Improved pricing trend in nearly all businesses
  • Operating cash flow surged to CHF 561 million, from CHF 164 million
  • Transformation Program well on-track

Key Financial Group Figures (in CHF mn)

Nine Months 2004 % ofsales 2003 20031 % ofsales % Changevs. like-for-like
(reported) (like-for-like) CHF LC
Sales 6,550 100.0 6,402 6,159 100.0 +6 +7
Gross profit 2,106 32.2 2,062 1,984 32.2 +6 +7
EBITDA* 746 11.4 696 648 10.5 +15 +18
EBITDA before exceptional items* 760 11.6 774 724 11.8 +5 +7
Operating income before exceptionalitems and amortization of goodwill* 517 7.9 505 466 7.6 +11 +13
Operating income 469 7.2 297 258 4.2 +82 +89
Net income/ loss 170 2.6 -11 -49 - -
Operating Cash Flow 561 164
as per Sep 04 Dec 03 Sep 03
Net debt* 1,304 2,905 3,487
Equity 2,242 1,176 1,015
Gearing 57% 234% 323%
Number of employees 25,082 27,008 27,671
Third Quarter 2004 % ofsales 2003 20031 % ofsales % Changevs. like-for-like
(reported) (like-for-like) CHF LC
Sales 2,131 100.0 2,129 2,041 100.0 +4 +9
Gross profit 647 30.4 650 622 30.4 +4 +8
EBITDA* 245 11.5 183 166 8.1 +48 +60
EBITDA before exceptional items* 215 10.1 225 206 10.1 +4 +6
Operating income before exceptional 130 6.1 135 121 5.9 +7 +9
items and amortization of goodwill*
Operating income 152 7.1 84 70 3.4 - -
Net income/ loss 44 2.1 38 25 1.2 - -
Operating Cash Flow 241 217
1

The numbers for 2003 were like-for-like to account for the sales of business activities in 2003. Sales in 2003: Cellulose Ethers of Division Functional Chemicals and AP Chemicals, UK, of Division Life Science and Electronic Chemicals. All activities were sold effective as per the end of 2003.

* See Definitions of Terms of Financial Measurements on page 13

MUTTENZ, Switzerland – Nov. 9, 2004 -- Clariant reported strong results for the first nine months of the year, with sales on a like-for-like basis increasing 7% in local currency terms and operating margins before exceptional items improving to 7.9%, from 7.6%.

Growth was in evidence across all regions, especially in the Americas and in Asia, while signs of recovery were visible in Europe. Sales in the Third Quarter were particularly robust, up 9% in local currency terms. The company reported a better pricing climate for its products and said it will continue to increase prices.

Among the other financial highlights, operating income before exceptional items and amortization of goodwill improved to CHF 517 million from CHF 466 million over the same period in 2003, while operating cash flow surged to CHF 561 million, from CHF 164 million.

Sales in local currency terms on a like-for-like basis over the nine-month period totalled CHF 6.550 billion, up from CHF 6.159 billion a year earlier. Volume growth – at 10% was again particularly strong. Sales growth on a continuing basis was strongest in the Americas region, up 11% in local currency terms, followed by Asia, Australia and Africa, at 9%, with European sales up 2%.

Gross profit rose by 6% to CHF 2.106 billion, from CHF 1.984 billion, while Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) grew 15%, to CHF 746 million, from CHF 648 million. Net debt dropped substantially during the period, to CHF 1.304 billion, from CHF 3.487 billion a year earlier.

Business Growing Well Amid Transformation Process

The company also reported good progress on its Transformation Program, which is creating efficiencies throughout the organization, cutting cost and enabling a sharper focus on businesses where it already has or is able to gain a competitive advantage.

"These results demonstrate what determination and hard work can achieve," said Clariant Chief Executive Roland Loesser. "We have been able to substantially grow the business while simultaneously driving costs down and creating a revitalized company with excellent long-term prospects. This is exactly what is demanded by the competitive marketplace we are in."

Strength Visible Across Nearly All Businesses

Growth was strong across most businesses units, particularly in service-driven areas. Businesses still under considerable pressure include Textile Dyes and Pharma Chemicals, where overcapacities in the industry prevent satisfactory performance.

Functional Chemicals reported a 13% increase in local currency terms, followed by Masterbatches, at 8%, Pigments & Additives at 6% and Textile, Leather & Paper Chemicals, at 4%. Only Life Science Chemicals posted negative numbers, with a 4% decline. EBITDA margins before exceptional items improved in every division, particularly in Pigments & Additives, where they rose to 16.4%, from 14.6% due to better capacity utilization, and in Masterbatches, where they climbed to 12.6%, from 11.3% because of stronger volumes.

Clariant's focus on innovative, service-driven business has begun to show results, with the company receiving good feedback on two new market-leading businesses it launched in the Third Quarter. Exolit OP®, a range of halogen-free flame retardants that conform to new European environmental directives, provides technical advantages and cost-effective solutions. The range is now being used in plastics for equipment made by major electronic manufacturers.

In addition, Licocene®, a range of metallocene waxes, is being used by numerous customers as a bonding and coupling agent in glass fiber reinforced polymers and as dispersion agent in pigment preparations and coatings. Their exceptional properties enable Clariant to provide tailor-made waxes according to individual customer specifications in the plastics, coatings and automotive industries. Response so far to both the Exolit OP® and Licocene® ranges has been very encouraging.

Clariant Holds Broadly Positive Outlook

Mr. Loesser issued a broadly positive outlook for the company for the remainder of the year, expecting continuing sales and operating income, excluding performance improvement costs, to be above 2003 levels. "We are very confident about our overall targets because we have already achieved substantial savings this year," he said. "In addition, the significant improvement of our cash flow is a clear indication that the program is taking hold."

Mr. Loesser confirmed the on-time achievement of the program's objectives, namely at least CHF 100 million in cost reductions this year and approx. another CHF 300 million in 2005. "We are moving into the intense implementation part of the program, and we are confident that this is when many of the long-term benefits will be generated."

"Clariant should continue to grow above the market amid a positive macro economic climate," Mr. Loesser said. "We expect good progress on our Transformation Program in the Fourth Quarter and beyond, which will sustainably improve our performance."

-end-

Financial Review

Financial Discussion

Economic Environment

Market conditions developed positively worldwide. Global economic growth continued, particularly strong in the U.S., China and the rest of Asia. However, there was reduced momentum in the Third Quarter compared to the first two Quarters of the year. Europe's economic recovery continued while the relatively high level of the British pound hampered the UK recovery. Geopolitical risks remained. Raw material prices were higher in the Third Quarter 2004 compared to the previous quarters as oil and gas prices increased further.

The major European currencies developed positively against the Swiss Franc. However, the U.S. Dollar and currencies in Asia and Latin America declined significantly versus the Franc.

Compared to the sales-weighted average exchange rates of the third three months of the previous year, the exchange rate of the British Pound (up 5%), Euro (up 3%) and Japanese Yen (up 1%) continued to appreciate against the Swiss Franc; whereas the most important currency that was significantly lower against the Swiss Franc was the US Dollar (-7%). Besides that, most Latin American and Asian currencies lost value versus the Franc.

Overall, the revaluation difference of major currencies caused a negative impact on group sales from continuous operations from exchange rate changes by negative 4% on a yearon-year basis.

Sales and Operating Result

Sales for the group from continuing operations in the Third Quarter of 2004 were 7% higher in local currency terms and 3% higher in Swiss Francs. The corresponding figures on a like-for-like basis were 9% higher in local currencies and 4% higher in Swiss Francs. Strong volume growth in the Third Quarter amounted to a 10% increase (9% for continuing operations) over the nine-month period, compared with the same period last year, offsetting the decline in average prices of 3%. The Third Quarter saw an improvement in the pricing climate, with several businesses able to increase prices. All divisions -- with the exception of LSE, where sales were mostly flat -- increased sales in local currencies, reinforcing the trend observed in the previous Quarters. This represented a considerable achievement in a continuously improving trading environment.

The slight increase of the gross margin in the Third Quarter 2004 resulted from a combination of factors. The healthy volume growth and consequently better capacity utilization, helped the gross margin and was able offset lower selling prices, higher raw material costs and a one-time devaluation of inventory related to a fire at Lancaster Synthesis in the U.K. On a sequential basis, the gross profit margin was lower in the Third Quarter than in the first two, a pattern similar to the respective Quarters from a year ago.

Marketing and distribution costs in relation to sales decreased compared to the Third Quarter of the previous year (to 14.8% from 15.1%). Variable costs in percentage of sales terms declined and fixed costs decreased slightly in absolute terms.

Administration and general overheads in the Third Quarter increased both in absolute terms and as a percentage of sales to 6.4%, from 5.8%. The main reason for this development was non-recurring costs related to the Transformation Program (e.g. I.T. and consultant costs) recorded during the current Quarter.

Restructuring expenses of CHF 22 million in the Third Quarter included mainly restructuring activities in the Textile, Leather and Paper division in Switzerland. The restructuring activities are a part of the worldwide Performance Improvement Program.

Three businesses were sold as of September 30, 2004. The book gain on disposals in the 3rd Quarter of CHF 51 million refers to a gain related to the sale of the AZ Electronic Material business unit, and book losses related to the sale of the minority stake in SF-Chem and the disposal of the worldwide businesses of Lancaster Synthesis.

Interest Expenses were further cut because of debt repayment in 2004. Average gross financial debt was reduced from CHF 4.1 billion in 2003 to CHF 3.4 billion in 2004. Exchange rate losses amounted to CHF 28 million in the Third Quarter 2004. This was due to exchange rate variances mainly related to asset sales.

Tax expenses were influenced by an increasing proportion of profits generated in countries with high tax rates. In addition, the tax rate increased because some restructuring costs generated losses for which no tax assets were capitalized. Nevertheless the improvement in operating performance helped to reduce the tax rate compared to 2003. In addition, tax planning measures contributed to a reduction of the overall tax expenses.

Net income for the Third Quarter of 2004 was CHF 44 million, compared to CHF 38 million as reported in the same period a year earlier.

Balance Sheet Key Figures

Total assets increased from CHF 8.003 billion in December 2003 to CHF 8.159 billion at the end of September. The main factor contributing to this development was the capital increase that took place at the end of April. Net of all related costs this transaction contributed CHF 875 million to the Group's equity. Another factor was the total proceeds from disposal activities which took place at end September and replaced the carrying value of some assets with cash and as a result long-term assets shrank while current assets increased. A part of the proceeds from capital increase and disposal activities was used to pay back financial debt, while the amount of CHF 400 million was temporarily invested in short-term deposits, thus substantially increasing Other Current Assets. Apart from these, assets and liabilities remained fairly stable compared to December 2003. Equity was affected positively by currency trends during the Third Quarter. While after the first half, a negative effect of changes in FX rates in the amount of CHF 27 million was reported. This was a positive amount of CHF 48 million for the first nine months of 2004. The currencies most heavily contributing to this development were the Euro and the Brazilian real. Together with the capital increase, and the result of the reporting period, this increased equity from CHF 1.176 billion at the end of 2003 to CHF 2.242 billion at the end of September 2004.

Net debt on September 30 declined to CHF 1.304 billion from CHF 2.905 billion on December 31, 2003, as a result mainly of the capital increase, and the proceeds from the asset sales as well as the improved operating cash flow performance.

Gearing, which reflects net financial debt in relation to equity capital, including minorities, declined from 234% on December 31, 2003 to 57% at the end of September 2004. The calculation of this figure takes into account short and long-term financial debt less cash and cash equivalents, but also the amount of CHF 400 million of short-term deposits that are reported in Other Current Assets in the Balance Sheet.

Cash Flow

Cash flow (from operating activities before changes in working capital) was CHF 150 million for the Third Quarter of 2004 compared with CHF 110 million for the Third Quarter of 2003 and CHF 393 million for the first half of 2004. The operating cash flow of the first nine months of 2004 was CHF 543 million compared to CHF 429 million for first nine months of 2003. The increased operating cash flow was mainly the result of the improved performance of the reporting period.

Working capital decreased by CHF 91 million during the Third Quarter of 2004, compared to an increase of 73 million in the first half of 2004 and decrease of 107 million for the Third Quarter of 2003. This good performance was the result of tight working capital management.

Cash flow from operating activities was CHF 241 million in the Third Quarter of 2004, compared with CHF 217 million for the same period a year earlier. For the first nine months of 2004 an operating cash flow of CHF 561 million was achieved, compared to 164 million for the same period a year earlier.

Capital expenditure remained tightly constrained at CHF 204 million for the first nine months, slightly higher than the CHF 199 million reported for the same period last year and considerably below the depreciation of fixed assets.

Sales of business activities and financial fixed assets totalled CHF 418 million, including the proceeds from the sale of AZ Electronic Materials business unit, participation in SF-Chem, Lancaster Synthesis business, and additional proceeds from sales in 2003.

Financing activities were highlighted by the capital increase, which took place at the end of April. It resulted in net proceeds totalling CHF 875 million. During the reporting period a syndicated loan in the amount of CHF 164 million, loan notes in the amount of CHF 395 million and a bond in the amount of CHF 250 million were paid back. CHF 400 million was temporarily invested in short-term deposits.

Business Discussion

The divisional information given below refers to continuing operations only. On September 30, 2004, Clariant sold the business unit Electronic Materials of the LSE Division. As a consequence, Electronic Materials is disclosed as Discontinuing Operations for both 2004 and 2003. The business unit Cellulose Ethers of the FUN Division was sold in 2003.

Textile, Leather & Paper Chemicals

Nine month 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
Sales 1,672 100.0 1,632 100.0 +2 +4
EBITDA before exceptional items* 185 11.1 174 10.7 +6 +8
Operating income before exceptionalitems and amortization of goodwill* 131 7.8 135 8.3 -3 -2
Operating income 44 2.6 105 6.4 -58 -56
Systematic depreciation 54 3.2 39 2.4 +38 +39
on tangible fixed assets
Third Quarter 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
Sales 549 100.0 550 100.0 0 +4
EBITDA before exceptional items* 61 11.1 48 8.7 +27 +31
Operating income before exceptional 41 7.5 35 6.4 +17 +21
items and amortization of goodwill*
Operating income -6 - 17 3.1 - -
Systematic depreciationon tangible fixed assets 20 3.6 13 2.4 +54 +57

* See Definitions of Terms of Financial Measurements on page 13

In the Textile, Leather & Paper Chemicals Division, steady volume growth in the 3rd Quarter offset price pressure in all business segments, except for textile dyes, resulting in a 4% growth in local currency terms. "Following the markets" and the selective expansion of textiles to Asia, especially to China, showed good results. Margins, driven by improved sales, increased significantly. A book loss related to the sale of the stake in SF Chem and other smaller restructuring charges depressed the operating income after exceptional items.

The shift to Asia and strong low-cost competition led to relatively low volume growth in the area of Textile Dyes. Constant price pressure, especially in the area of disperse and reactive dyes, was not offset by volume growth. Notably, in contrast to the previous Quarters, the business for Textile Chemicals in Europe and especially in Germany started to recover. Overall a stable sales and earnings performance in an improved pricing climate continued with sustainable growth in Asia and in emerging markets.

Strong growth in volume combined with easing price pressure resulted in a good 3rd Quarter for the Leather business. Greater China saw robust growth while Europe showed signs of recovery, especially in Germany and Austria, mainly driven by increasing demand of leather finishing products for the automotive industry.

The slight increase in sales for Paper Chemicals was mainly driven by stronger volumes. The trend in the different business sections showed a mixed picture, as optical brighteners experienced increasing demand, dyes and process chemicals slowed down and surface chemicals remained flat.

Pigments & Additives

Nine months 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
100.0 100.0 +5 +6
SalesEBITDA before exceptional items* 1,406230 16.4 1,334195 14.6 +18 +19
Operating income before exceptionalitems and amortization of goodwill* 178 12.7 148 11.1 +20 +21
Operating income 138 9.8 141 10.6 -2 -1
Systematic depreciationon tangible fixed assets 53 3.8 47 3.5 +13 +13
Third Quarter 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
Sales 450 100.0 434 100.0 +4 +8
EBITDA before exceptional items* 71 15.8 50 11.5 +42 +48
Operating income before exceptionalitems and amortization of goodwill* 55 12.2 36 8.3 +52 +58
Operating income 47 10.4 31 7.1 +52 +57
Systematic depreciationon tangible fixed assets 17 3.8 14 3.2 +21 +22

* See Definitions of Terms of Financial Measurements on page 13

Sales growth in the 3rd Quarter was very strong in the Pigments & Additives Division showing a rise of 8% in local currency terms. Overall, the demand for more colorful products in the market was visible. Margins improved due to better capacity utilization and higher volumes amid an improved pricing environment.

The greatest volume growth in the division was seen in the Coatings business. The strong demand in decorative and industrial paints as well as positive developments in the automotive industry made sustainable contributions to these results. Products for fire protection coatings as well as plastic additives continued to meet good demand.

A positive trend in sales starting from a weak beginning in 2004 for Printing Industries was in evidence. Growth was mainly driven by higher demand and stronger volumes because of positive trends for printing inks, while prices experienced the strongest pressure in the division driven by the continuing customer consolidation. Good growth was seen in pigments for Plastics, which showed a robust 3rd Quarter mainly driven by volumes. The introduction of the new Licocene ® metallocene waxes received positive feedback from customers; the foundation stone for a new plant was laid in September. Also the new plant for the recent successfully introduced halogen-free flame retardants Exolit OP® went on stream in the 3rd Quarter.

Volumes rose in the 3rd Quarter resulting in good growth for Specialized Industries, especially in the US and Europe.

Masterbatches

Nine month 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
SalesEBITDA before exceptional items*Operating income before exceptional 85210786 100.012.610.1 7898969 100.011.38.7 +8+20+25 +8+20+25
items and amortization of goodwill*Operating incomeSystematic depreciationon tangible fixed assets 7721 9.02.5 6520 8.22.5 +18+5 +18+5
Third Quarter 2004 % ofsales 2003 % ofsales Change in %
CHF mn CHF LC
SalesEBITDA before exceptional items*Operating income before exceptionalitems and amortization of goodwill* 2823427 100.012.19.6 2642820 100.010.67.6 +7+21+35 +11+22+36
Operating incomeSystematic depreciationon tangible fixed assets 238 8.22.8 187 6.82.7 +28+14 +31+15

* See Definitions of Terms of Financial Measurements on page 13

The Masterbatches Division showed very strong growth in the 3rd Quarter above the overall market. The plastics market continued to respond to the improving global economic conditions.

Sales in local currencies rose 11%, mainly thanks to recovery in North and South America, while sales in Asia Pacific also saw continued double-digit growth. A moderate growth for Europe was mainly driven by limited signs of economic recovery this region. The robust sales and performance of this division was mainly driven by good volumes and stable prices. Resin prices increased due to higher feedstocks.

Given the fact that Asia is the core growth region for this division, Clariant is significantly increasing its presence in Greater China with expanded operations in Taiwan and Shanghai and a new plant in Beijing.

Functional Chemicals (Continuing operations)

Nine month 2004 % ofsales 2003 % ofsales Change in %
CHF mn Restated1 CHF LC
Sales 1,464 100.0 1,303 100.0 +12 +13
EBITDA before exceptional items* 197 13.5 161 12.4 +22 +22
Operating income before exceptional items 159 10.9 123 9.4 +29 +29
and amortization of goodwill*
Operating income 171 11.7 -19 - - -
Systematic depreciation 38 2.6 38 2.9 0 0
on tangible fixed assets
Third Quarter 2004 % ofsales 2003 % ofsales Change in %
CHF mn Restated1 CHF LC
Sales 476 100.0 437 100.0 +9 +14
EBITDA before exceptional items* 68 14.3 55 12.6 +24 +24
Operating income before exceptional itemsand amortization of goodwill* 55 11.6 41 9.4 +34 +34
Operating income 55 11.6 41 9.4 +34 +42
Systematic depreciation 13 2.7 14 3.2 -7 -7
on tangible fixed assets

1 In 2003 the business unit Cellulose Ethers pertaining to the division Functional Chemicals was sold. * See Definitions of Terms of Financial Measurements on page 13

A strong increase in volume, which partially offset some price pressure, resulted in 14% growth in local currency terms for the Functional Chemicals Division in the 3rd Quarter**.** Margins increased because of two factors: good capacity utilization by volume growth and rationalization of fixed costs.

Price pressure in the Detergent business eased, resulting in a moderate growth globally. The better performance of this business was mainly driven by better volumes in highmargin products and new business with performance boosters. Raw material price increased, responding to high oil prices.

The Performance Chemicals businesses were able to improve sales mainly due to better volumes compared with the same period last year. In particular, the crop protection business was exceptional good, because of strong business in Latin America, as well as robust demand in the US for all businesses helped substantially.

Good sales in all businesses for Process Chemicals were achieved as well, partly influenced by higher raw material costs but much better pricing conditions. The oil service business could successfully expand their business into markets in Eastern Europe, Near East and Africa.

Life Science & Electronic Chemicals (Continuing operations)

Nine month 2004 % ofsales 2003 % ofsales Change in %
CHF mn Restated1 CHF LC
Sales 768 100.0 803 100.0 -4 -4
EBITDA before Exceptional items* 35 4.6 35 4.4 - -
Operating income before exceptional itemsand amortization of goodwill* -7 - -21 - - -
Operating income 85 11.1 -44 - - -
Systematic depreciation 41 5.3 56 7.0 -27 -27
on tangible fixed assets
Third Quarter 2004 % ofsales 2003 % ofsales Change in %
CHF mn Restated1 CHF LC
SalesEBITDA before Exceptional items* 240-7 100.0- 249-5 100.0- -4- -1-
Operating income before exceptional itemsand amortization of goodwill* -25 - -24 - - -
Operating income 65 27.1 -47 *- - -
Systematic depreciationon tangible fixed assets 17 7.1 19 7.6 -11 -10

1 On September 30, 2004, Clariant sold the business unit Electronic Materials pertaining to the division LSE to the Carlyle group. As a consequence, Electronic Materials is now disclosed as Discontinuing Operations for both 2004 and 2003.

* See Definitions of Terms of Financial Measurements on page 13

The sales and performance in the Life Science & Electronic Chemicals Division was characterized by adverse trends in the different businesses. Sales declined by 1% in local currency terms in a market where price pressure is easing but volumes were lower compared to the 3rd Quarter in 2003.

Operating income after exceptional items was positively influenced by the book gain on the disposal of the AZ Electronic Material business to the Carlyle Group, but negatively affected by the sale of Lancaster Synthesis to Johnson Matthey.

Some contract losses and constant price pressure in the Pharma business characterized the tougher market conditions in this segment. The promising development in the segment of generics was unable to offset these negative developments. No change of in-sourcing trends in pharma was in evidence.

Price pressure on chemicals for the agro industry has leveled off in Custom Synthesis. A moderate increase in volumes led to a small growth in this business area, mainly driven by better demand for agrochemicals and photochemicals. Some capacity was eliminated by Clariant and by competitors, but considerable pressure from under-utilized assets in developed countries is still present. Asia continues to progress with technological capabilities and market acceptance.

Good demand and a positive volume development led to a good performance in Specialty Fine Chemicals. Increased performance was visible across all four business lines: Glyoxal, Diketens, Acetyl Building Blocks and Silanes.

Regional Developments

Europe

In the Third Quarter of 2004, European sales of group companies accounted for 49% of continuing operations of Group turnover. On a continuing basis, sales decreased by 1% both, in Swiss Franc terms and in local currency terms. The picture was mixed on a country basis. While Germany showed healthy sales growth, +9% in CHF and +5% in local currency terms, sales in the UK, hampered by a strong pound, decreased.

Americas

Group companies' sales in the Americas contributed 28% of continuing operations of Group turnover for the Third Quarter of 2004. Sales increased by 15% in local currency terms and by 10% in Swiss Franc terms. In the U.S., the sales development weakened. In Latin America, sales growth was strong in both Swiss Franc and local currency terms. Substantial sales growth was achieved in particular in Brazil, Argentina and Venezuela.

Asia, Africa, Australia

In the Third Quarter of 2004, group companies' sales in Asia, Australia and Africa contributed 23% of continuing operations of group sales. Sales grew by 6% in Swiss Franc terms and by 8% in local currency terms. Substantial sales growth in Swiss Franc terms (as well as in local currency terms) was achieved in particular in China and Taiwan. Sales in Greater China, which took over a leading role in Asia, reached strong double-digit rates, both in Swiss Franc and in local currency terms.

Definition of Terms of Financial Measurements

The following financial measurements are supplementary financial indicators. Those should be considered in addition to, not as a substitute for, operating income, net income, operating cash flow and other measures of financial performance and liquidity reported in accordance with International Financial Reporting Standards (IFRS).

EBITDA – (Earnings Before Interest, Taxes, Depreciations and Amortization) is calculated as operating income plus depreciation on fixed assets and on intangibles and amortization of goodwill and could be reconciled from the Condensed Financial Statements as follows:

CHF mn Nine month Third Quarter
2004 2003 2004 2003
Operating Income 469 297 152 84
+ Depreciation of fixed assets 246 371 82 90
+ Amortization of Goodwill 22 23 7 8
+ Amortization of other 9 5 4 1
intangibles
EBITDA 746 696 245 183

EBITDA before exceptional items – is calculated as EBITDA plus restructuring and impairment and gain/ loss on disposal

CHF mn Nine month Third Quarter
2004 2003 2004 2003
EBITDA 746 696 245 183
+ Restructuring and 87 185 22 43
Impairment
- Depreciation of fixed assets -12 -107 -1 -1
(reported under Restructuring
and impairment)
+/- Gain/ Loss on Disposals -61 0 -51 0
EBITDA before exceptional
items 760 774 215 225

Operating income before exceptional items and amortization of goodwill – is

calculated as Operating Income before restructuring and disposals plus amortization of goodwill and could be reconciled from the Condensed Financial Statements as follows:

CHF mn Nine month Third Quarter
2004 2003 2004 2003
Operating Income 469 297 152 84
+ Restructuring and 87 185 22 43
Impairment
+/- Gain/ Loss on Disposals -61 0 -51 0
+Amortization of Goodwill 22 23 7 8
Operating Income before
exceptional items and 517 505 130 135
amortization of Goodwill

EBITDA margin – is EBITDA expressed as a percentage of third party sales Operating margin – is operating income expressed as percentage of third party sales Net debt – is the sum of long-term and short-term financial debt less cash and cash equivalents and short-term deposits (CHF 400 million) reported in other current assets. Condensed Financial Statement of the Clariant Group at November 9, 2004 unaudited, all amounts in CHF millions

Condensed Income Statements (unaudited)

Income Statements

of the Group Nine month Third Quarter
2004 2003 2004 2003
CHF mn % CHF mn % CHF mn % CHF mn %
Sales 6,550 100.0 6'402 100.0 2,131 100.0 2,129 100.0
Cost of goods sold -4,444 67.8 -4'340 67.8 -1,484 69.6 -1,479 69.5
Gross profit 2,106 32.2 2'062 32.2 647 30.4 650 30.5
Marketing and distribution -960 14.7 -967 15.1 -316 14.8 -322 15.1
Research and development -215 3.3 -229 3.5 -70 3.3 -77 3.6
Income from 17 0.3 21 0.3 2 0.1 6 0.3
affiliated companies
Administration and -431 6.6 -382 6.0 -133 6.4 -122 5.8
general overhead costs
Gain / Loss on Disposal 61 0.9 0 0.0 51 2.4 0 0.0
Restructuring -87 1.3 -185 2.9 -22 1.0 -43 2.0
and impairment
Amortization of goodwill -22 0.3 -23 0.4 -7 0.3 -8 0.4
Operating income 469 7.2 297 4.6 152 7.1 84 3.9
Financial result1a, 1b -173 -180 -75 -36
Income before taxes 296 4.5 117 1.8 77 3.6 48 2.3
and minority interests
Taxes -120 -120 -32 -7
Income before 176 2.7 -3 0.0 45 2.1 41 1.9
minority interests
Minority interests -6 -8 -1 -3
Net income of the Group 170 2.6 -11 -0.2 44 2.1 38 1.8
Earnings per share (CHF)2,4 0.83 -0.06 0.18 0.22
Diluted earningsper share (CHF)3,4 0.83 -0.06 0.18 0.22

1a of which currency losses in nine months 2004 of CHF 43 million, currency losses in nine month 2003 of CHF 52 million

1b of which currency losses in the Third Quarter 2004 of CHF 28 million, currency losses in the Third Quarter 2003 of 2 million

2

calculated with average, weighted number of shares outstanding (dilution factor 1.15) 3 calculated with average, weighted, diluted number of shares outstanding (dilution factor 1.15) 4 For 2003, restated for impact of capital increase (dilution factor 1.15)

Condensed Divisional Figures (unaudited)

Sales of Divisionsto 3rd parties Nine month Third Quarter
2004 2003 Change in % 2004 2003 Change in %
CHF mn Restated1 in CHF in LC Restated1 in CHF In LC
Textile, Leather & 1,672 1,632 +2 +4 549 550 0 +4
Paper Chemicals
Pigments & Additives 1,406 1,334 +5 +6 450 434 +4 +8
Masterbatches 852 789 +8 +8 282 264 +7 +11
Functional Chemicals 1,464 1,303 +12 +13 476 437 +9 +14
Life Science & 768 803 -4 -4 240 249 -4 -1
Electronic Chemicals
Total continuing operations 6,162 5,861 +5 +6 1,997 1'934 +3 +7
Discontinuing operations 388 541 134 195
Total Group 6,550 6'402 +2 +3 2,131 2'129 0 +4
EBITDA* Nine month Third Quarter
2004 2003 Change in % 2004 2003 Change in %
CHF mn Restated1 in CHF in LC Restated1 in CHF In LC
Textile, Leather & 114 161 -29 -27 19 35 -46 -40
Paper Chemicals
Pigments & Additives 203 195 +4 +5 68 49 +39 +40
Masterbatches 101 87 +16 +17 30 26 +15 +23
Functional Chemicals 209 123 +70 +72 68 55 +24 +28
Life Science & 129 12 - - 81 -28 - -
Electronic Chemicals
Total Divisions 756 578 +31 +34 266 137 +94 -
Corporate -73 19 -40 8
Total continuing operations 683 597 +14 +16 226 145 +56 +62
Discontinuing operations 63 99 19 38
Total Group 746 696 +7 +9 245 183 +34 +44
Operating Income Nine month Third Quarter
2004 2003 Change in % 2004 2003 Change in %
CHF mn Restated1 in CHF in LC Restated1 in CHF In LC
Textile, Leather & 44 105 -58 -56 -6 17 - -
Paper Chemicals
Pigments & Additives 138 141 -2 -1 47 31 +52 +57
Masterbatches 77 65 +18 +18 23 18 +28 +31
Functional Chemicals 171 -19 - - 55 41 +34 +42
Life Science & 85 -44 - - 65 -47 - -
Electronic Chemicals
Total Divisions 515 248 - - 184 60 - -
Corporate -88 -17 -43 -3
Total continuing operations 427 231 +85 +92 141 57 - -
Discontinuing operations 42 66 11 27
Total Group 469 297 +58 +64 152 84 +81 -

1 On September 30, 2004, Clariant sold the business unit Electronic Materials pertaining to the division LSE to the Carlyle group. As a consequence, Electronic Materials is now disclosed as Discontinuing Operations for both 2004 and 2003. In 2003 the business unit Cellulose Ethers pertaining to the division FUN was sold. * See Definitions of Terms of Financial Measurements on page 13

Condensed Divisional Figures (unaudited)

EBITDA margin* Nine month Third Quarter
2004 % of 2003 % of 2004 % of 2003 % of
CHF mn sales Restated1 sales sales Restated1 sales
Textile, Leather & 114 6.8 161 9.9 19 3.5 35 6.4
Paper Chemicals
Pigments & Additives 203 14.4 195 14.6 68 15.1 49 11.3
Masterbatches 101 11.9 87 11.0 30 10.6 26 9.9
Functional Chemicals 209 14.3 123 9.4 68 14.3 55 12.6
Life Science & 129 16.8 12 1.5 81 33.8 -28 -
Electronic Chemicals
Corporate -73 19 -40 8
Total continuing operations 683 11.1 597 10.2 226 11.3 145 7.5
Discontinuing operations 63 99 19 38
Total Group 746 11.4 696 10.9 245 11.5 183 8.6
Operating Income margin* Nine month Third Quarter
2004 % ofsales 2003Restated1 % ofsales 2004 % ofsales 2003Restated1 % ofsales
CHF mn
Textile, Leather &Paper Chemicals 44 2.6 105 6.4 -6 - 17 3.1
Pigments & Additives 138 9.8 141 10.6 47 10.4 31 7.1
Masterbatches 77 9.0 65 8.2 23 8.2 18 6.8
Functional Chemicals 171 11.7 -19 - 55 11.6 41 9.4
Life Science & 85 11.1 -44 - 65 27.1 -47 -
Electronic Chemicals
Corporate -88 -17 -43 -3
Total continuing operations 427 6.9 231 3.9 141 7.1 57 2.9
Discontinuing operations 42 66 11 27
Total Group 469 7.2 297 4.6 152 7.1 84 3.9

1 On September 30, 2004, Clariant sold the business unit Electronic Materials pertaining to the division LSE to the Carlyle group. As a consequence, Electronic Materials is now disclosed as Discontinuing Operations for both 2004 and 2003. In 2003 the business unit Cellulose Ethers pertaining to the division FUN was sold. * See Definitions of Terms of Financial Measurements on page 13

Condensed Statement of Sales by Regions (unaudited)

Allocated by region of third-party's sales destination

Nine month 2004 % ofsales 2003Restated1 % ofsales Changein % Changein %
CHF mn CHF LC
Europe 3,146 48.0 3,026 47.3 +4 +2
of which Germany 934 14.3 862 13.5 +8 +4
Americas 1.659 25.4 1,563 24.4 +6 +11
of which USA 853 13.0 873 13.6 -2 +6
Asia / Australia / Africa 1,357 20.7 1,272 19.9 +7 +9
Total continuing operations 6,162 5,861 +5 +6
Discontinuing operations 388 5.9 541 8.4 -
Total Group 6,550 100.0 6,402 100.0 +2 +3
Third Quarter 2004 % ofsales 2003 % of Change Change
CHF mn Restated1 sales in %CHF in %LC
Europe 974 45.7 985 46.3 -1 -1
of which Germany 301 14.1 277 13.0 +9 +5
Americas 562 26.4 513 24.1 +10 +15
of which USA 273 12.8 288 13.5 -5 +11
Asia / Australia / Africa 461 21.6 436 20.4 +6 +8
Total continuing operations 1'997 1'934 +3 +7
Discontinuing operations 134 6.3 195 9.2

On September 30, 2004, Clariant sold the business unit Electronic Materials pertaining to the division LSE to the Carlyle group. As a consequence, Electronic Materials is now disclosed as Discontinuing Operations for both 2004 and 2003. In 2003 the business unit Cellulose Ethers pertaining to the division FUN was sold.

Condensed Balance Sheets (unaudited)

Assets
CHF mn 30.09.04 % 30.06.04 % 31.12.03 %
Long-term assets
Tangible fixed assets 2'542 2'689 2'776
Intangible assets 416 437 451
Financial assets 310 396 419
Deferred taxes 231 309 291
Total long-term assets 3'499 42.9 3'831 44.3 3'937 49.2
Current assets
Inventories 1'451 1'536 1'569
Trade accounts receivable 1'257 1'336 1'259
Other current assets1 838 821 309
Cash and cash equivalents 1'114 1'117 929
Total current assets 4'660 57.1 4'810 55.7 4'066 50.8
Total assets 8'159 100.0 8'641 100.0 8'003 100.0
Equity and liabilities
in CHF mn 30.09.04 % 30.06.04 % 31.12.03 %
Equity
Share capital 1'151 1'151 767
Treasury shares (par value) -19 -18 -18
Reserves 1'110 995 427
Total equity 2'242 27.5 2'128 24.6 1'176 14.7
Minority interests 61 0.7 67 0.8 64 0.8
Liabilities
Long-term liabilities
Financial debts 1'924 2'421 2'620
Deferred taxes 324 408 384
Other long-term liabilities 977 957 893
Total long-term liabilities 3'225 3'786 3'897
Short-term liabilities
Financial debts 894 936 1'214
Trade accounts payable 619 628 632
Other short-term liabilities 1'118 1'096 1'020
Total short-term liabilities 2'631 2'660 2'866
Total liabilities 5'856 71.8 6'446 74.6 6'763 84.5
8'159 8'641 8'003
Total equity and liabilities 100.0 100.0 100.0

1 thereof CHF 400 million cash / short-term deposits

Nine month Third Quarter
30.09. 30.09. 30.09. 30.09.
CHF mn 2004 2003 2004 2003
Net Result 170 -11 44 38
Depreciation of fixed assets 246 371 82 90
Amortization of goodwill 22 23 7 8
Amortization of intangibles 8 5 3 1
Changes in long-term liabilities 174 24 87 12
Gain / Loss on disposal before taxes -61 0 -51 0
Other non-cash items -16 17 -22 -39
Operating Cash Flow before changes in working capital 543 429 150 110
Changes in inventory -48 -68 -25 55
Changes in trade receivables -41 12 53 63
Changes in trade payables 36 -175 32 -58
Changes in short-term liabilities and other current assets 71 -34 31 47
Operating Cash Flow 561 164 241 217
Investments in tangible fixed assets -204 -199 -93 -74
Investments in financial fixed assets 0 0 0 0
Investments in other intangibles -7 -1 -1 0
Disposals of tangible and intangible fixed assets 11 2 5 1
Acquisitions -24 -3 -24 0
Disposal of business activities and financial assets 418 0 408 0
Dividends from associated companies 31 31 2 4
Total cash flow from investing activities 225 -170 297 -69
Cash Flow before financing activities 786 -6 538 148
Capital increase 875 0 1 0
Treasury share transactions 2 5 -3 2
Changes in short- and long-term financial debts and shortterm deposits -1'443 -247 -536 -357
Dividends paid to minorities -6 -6 -3 -4
Dividends paid -30 0 0 0
Cash Flow from financing activities -602 -248 -541 -359
Currency translation effect on cash and cash equivalents 1 1 0 -1
Change in cash and cash equivalents 185 -253 -3 -212
Cash and cash equivalents on 1.1.2003 / 2002 929 718 1'117 677
Cash and cash equivalents at the end of period 1'114 465 1'114 465

Condensed Cash Flow Statements (unaudited)

Condensed Statement of Changes in Equity (unaudited)

CHF mn PremiumShare Retainedearnings DifferencesCumulativeTranslation Total reserves Total sharecapital shares parTreasuryvalue Total equity
Balance 31.12.2002 1'888 -1'378 -344 166 767 -19 914
Capital increaseDividends to3rd partiesDividends on treasurysharesValuation of cash flowhedgesTreasury sharestransactions 1 1
Translation effects 111 111 111
Net income -11 -11 -11
Balance 30.09.2003 1'888 -1'389 -233 266 767 -18 1'015
Balance 31.12.2003 274 396 -243 427 767 -18 1'176
Capital increaseDividends to3rd parties 491 -30 491-30 384 875-30
Dividends on treasurysharesValuation of cash flowhedges 1 1 1
Treasury sharestransactions 3 3 -1 2
Translation effects 48 48 48
Net income 170 170 170
Balance 30.09.2004 765 540 -195 1'110 1'151 -19 2'242

Condensed Earnings Per Share Data

Nine month 2004 20033
Number of shares outstandingat 30.09.2004 resp. 30.09.2003 230 160 000 153 440 000
Average, weightednumber of shares outstanding 204 781 640 172 712 505
Average, weighted, dilutednumber of shares outstanding 206 131 214 172 712 505
Earnings per share (in CHF) 1) 0.83 -0.06
Diluted earnings per share (in CHF) 2) 0.83 -0.06

1 calculated with average, weighted number of shares outstanding (dilution factor 1.15) 2

calculated with average, weighted, diluted number of shares outstanding (dilution factor 1.15) 3

restated for impact of capital increase (dilution factor 1.15)

Condensed Financial Statements (unaudited)

1. Basis of preparation of financial statements (reference IAS 34.16 lit a)

These financial statements are the interim condensed financial statements of Clariant Ltd (hereafter "the interim financial statements"), a company registered in Switzerland, and its subsidiaries for nine-month period ended 30 September 2004 (hereafter "the Group"). They are prepared in accordance with the International Accounting Standard 34 (IAS 34 "Interim Financial Reporting") and were approved on November 4, 2004 by the Board of Directors. These interim financial statements should be read in conjunction with the Consolidated Financial Statements for the year ended 31 December 2003 (hereafter "the annual financial statements") as they provide an update of previously reported information.

The accounting policies used are consistent with those used in the annual financial statements. Where necessary, the comparatives have been reclassified or extended from the previously reported interim results to take into account any presentational changes made in the annual financial statements or in these interim financial statements.

The preparation of the interim financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities at the date of the interim financial statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the interim financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change.

2. Seasonality of Operations

The Group operates in industries where significant seasonal or cyclical variations in total sales are not experienced during the financial year.

3. Capital increase

On April 2, 2004 the Annual General Meting of Clariant Ltd approved a capital increase in the total amount of CHF 920.6 million. For each two existing shares a new share was issued. In total 76 720 000 shares were issued at the price of CHF 12. The net proceeds from the capital increase after the deduction of all fees, taxes and transaction-related costs was CHF 875 million.

4. Repayments of debt

During the reporting period a syndicated loan in the amount of CHF 164 million, loan notes in the amount of CHF 395 million and a bond in the amount of CHF 250 million were paid back.

5. Dividends paid

On April 2, 2004 the Annual General Meeting approved the distribution of a dividend of CHF 0.20 per share in respect of the business year 2003. The distribution to holders of outstanding shares totaled CHF 30 million and has been recorded against retained earnings in 2004. No dividend was distributed in the prior year.

6. Gain/Loss on Disposals

During the reporting period the Group recorded a gain of CHF 61 million, which consists of a gain of CHF 89 million on the sale of the Electronic Materials business to the Carlyle group. As part of the disposal of Electronic Materials, Clariant granted a vendor loan note in the amount of CHF 40 million. An additional gain of CHF 10 million was recorded on a prior year's disposal. On the other hand, a loss of CHF 6 million was incurred on the disposal of the activities of Lancaster and a further loss of CHF 32 million was incurred on the disposal of the investment in the associated company SF Chem. The exchange rate variances which had to be recycled as a result of the disposal of Electronic Materials, amounted to an expense of CHF 26 million.

7. Restructuring and Impairment

During the reporting period, the Clariant group recorded expenses for restructuring and impairment in the amount of CHF 87 million. The most important events comprised by this amount are site closures in Germany and the UK, the restructuring of a site in Switzerland and the impairment revaluation of two companies in the US and the UK.

Rates

Rates used to translate theconsolidatedbalance sheets (closing rate) 30.09.2004 31.12.2003 % Change
1 USD 1.26 1.24 +2
1 EUR 1.55 1.56 -1
1 GBP 2.27 2.20 +3
100 JPY 1.14 1.16 -2
Average sales-weighted rates usedto translate the income statementsand consolidated statements of cashflow Nine month 2004 Nine month 2003 % Change
1 USD 1.26 1.36 -7
1 EUR 1.55 1.51 +3
1 GBP 2.30 2.19 +5
100 JPY 1.16 1.15 +1

CALENDAR OF CORPORATE EVENTS

March 8, 2005April 7, 2005May 10, 2005August 4, 2005November 9, 2005 Full Year 2004 ResultsAGMFirst Quarter 2005 ResultsFirst Half 2005 ResultsNine Month 2005 Results
YOUR CLARIANT CONTACTS
Investor Relations Tel.+41 61 469 67 48Fax+41 61 469 67 67
Holger Schimanke Tel.+41 61 469 67 45
Daniel Leuthardt Tel.+41 61 469 67 49
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Walter Vaterlaus Tel.+41 61 469 61 58
Rainer Weihofen Tel.+41 61 469 67 42

Clariant – Exactly your chemistry.

Clariant is a global leader in the field of specialty chemicals. Strong business relationships, commitment to outstanding service and wide-ranging application know-how make Clariant a preferred partner for its customers.

Clariant, which is represented on five continents with over 100 group companies, employs about 26,500 people. Headquartered in Muttenz near Basel, it generated sales of around CHF 8.5 billion in 2003.

Clariant's businesses are organized in five divisions: Textile, Leather & Paper Chemicals, Pigments & Additives, Masterbatches, Functional Chemicals and Life Science & Electronic Chemicals.

Clariant is committed to sustainable growth springing from its own innovative strength. Clariant's innovative products play a key role in its customers' manufacturing and treatment processes or else add value to their end products. The company's success is based on the know-how of its people and their ability to identify new customer needs at an early stage and to work together with customers to develop innovative, efficient solutions.

www.clariant.com