##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
     Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   333-122587-18
 (Commission File Number)
      CELANESE HOLDINGS LLC
 (Exact Name of Registrant as
    Specified in its Charter)
      Delaware

87-0723277(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)1601 West LBJ Freeway,
    Dallas, TX

75234-6034(Address of Principal Executive
    Offices)

(Zip Code)    (972) 443-4000
 (Registrants telephone
    number, including area code)
   Securities registered pursuant to Section 12(b) of the
    Act
 None
   Securities registered pursuant to Section 12(g) of the
    Act
 None
   Celanese Holdings LLC meets the conditions set forth in
    General Instruction (I)(1)(a)
    and the
    Form 10-K
    and is therefore filing this
    Form 10-K
    with the reduced disclosure format.
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  o o þ
  Rule 12-b2 o þ




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##### 



CELANESE
    HOLDINGS LLCForm 10-K
    For the Fiscal Year Ended December 31, 2006
    TABLE OF CONTENTS
  PageSpecial
    Note Regarding Forward-Looking Statements


3PART IItem 1.


Business


3Item 1A.


Risk
    Factors


20Item 1B.


Unresolved Staff
    Comments


28Item 2.


Properties


28Item 3.


Legal
    Proceedings


31Item 4.


Submission of
    Matters to a Vote of Security Holders


31PART IIItem 5.


Market for the
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


31Item 6.


Selected Financial
    Data


31Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


32Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


70Item 8.


Financial
    Statements and Supplementary Data


71Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


73Item 9A.


Controls and
    Procedures


73Item 9B.


Other
    Information


75PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


75Item 11.


Executive
    Compensation


75Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


75Item 13.


Certain
    Relationships and Related Transactions


75Item 14


Principal
    Accounting Fees and Services


75PART IVItem 15.


Exhibits and
    Financial Statement Schedules


76Signatures


77EX-12: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.1: REPORT ON FINANCIAL STATEMENT SCHEDULE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-99.2: REPORT ON FINANCIAL STATEMENT SCHEDULE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-99.3: FINANCIAL STATEMENT SCHEDULE REGARDING VALUATION AND QUALIFYING ACCOUNTS   2




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##### Table of Contents



Special
    Note Regarding Forward-Looking Statements    Item 1.
    Business  Basis of
    Presentation
  Form 10-K,
    Celanese
    Corporation, the ultimate parent of Celanese Holdings, Change in
    Ownership, Initial Public Offering and Concurrent
    Financings
   3




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##### Table of Contents



Overview
      Market
    Industry
  2006 Stanford Research Institute International Chemical
    Economics Handbook CMAI 2004 World Methanol Analysis Acetic Acid and Vinyl Acetate World
    Survey
 4




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##### Table of Contents



Segment
    Overview
    Technical



PerformanceChemical Products

Polymers Ticona

Acetate Products

Products2006 Net Sales(1)
    Key Products

$4,608 million
     Acetic acid
     VAM
     Polyvinyl alcohol (PVOH)
     Emulsions
     Acetic anhydride
     Acetate esters
     Carboxylic acids
     Methanol
     Oxo Alcohols
     Amines
     Polyvinyl Acetate

$915 million POM UHMW-PE (GUR)
 Liquid crystalpolymers (Vectra)
 Polyphenylene sulfide(PPS) (Fortron)
 Polyester Engineering Resins
 Long Fiber reinforcedthermoplastics

$700 million
     Acetate tow

$176 million
     Sunett®
    sweetener
     SorbatesMajor End-Use Markets

 Paints
     Coatings
     Adhesives
     Lubricants
     Detergents
     Pharmaceuticals
     Films
     Textiles
     Inks
     Plasticizers
     Esters
     Solvents
     Glass Fibers
     Building products

 Fuel system components
 Conveyor belts Battery Separators Electronics Seat belt mechanisms
 Other Automotive Appliances andElectronics
 Filtrations Coatings Medical Telecommunications

 Filter products

 Beverages
     Confections
     Baked goods
     Pharmaceuticals     (1)
    
    Consolidated net sales of $6,656 million for the year ended
    December 31, 2006 also include $257 million in net
    sales from Other Activities, primarily attributable to our
    captive insurance companies and our AT Plastics business.
    Chemical Products net sales exclude inter-segment sales of
    $134 million for the year ended December 31, 2006.  Trademarks
  tm tm ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® tm ® ® ® ® ® ® ®
  Chemical
    Products
   5




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##### Table of Contents



Technical
    Polymers Ticona
    Acetate
    Products
    Performance
    Products
  ®
  Competitive
    Strengths
    Leading
    Market Positions
    Proprietary
    Production Technology and Operating Expertise
    Low
    Cost Producer
   6




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##### Table of Contents



Global
    Reach
    Strategic
    Investments
    Diversified
    Products and End-Use Markets
    Business
    Strategies
    Execution
    and Productivity
    Focused
    Portfolio
    Growth
   7




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##### Table of Contents



Business
    Segments
    Chemical
    Products
    Business
    Lines
  Acetyls.
  
    Acetic acid, used to manufacture VAM, other acetyl derivatives
    and other end uses, including purified terephthalic acid
    (PTA). We manufacture acetic acid for our own use,
    as well as for sale to third parties, including other
    participants in the acetyl derivatives business;
    VAM, used in a variety of adhesives, paints, films, coatings and
    textiles. We manufacture VAM for our own use, as well as for
    sale to third parties;
    Methanol, principally sold to the merchant market;
    Acetic anhydride, a raw material used in the production of
    cellulose acetate, detergents and pharmaceuticals; and
    Acetaldehyde, a major feedstock for the production of polyols.
    Acetaldehyde is also used in other organic compounds such as
    pyridines, which are used in agricultural products.      Acetyl Derivatives and Polyols.
 8




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##### Table of Contents




    Ethyl acetate, an acetate ester that is a solvent used in
    coatings, inks and adhesives and in the manufacture of
    photographic films and coated papers;
    Butyl acetate, an acetate ester that is a solvent used in inks,
    pharmaceuticals and perfume;
    Propyl acetate, an acetate ester that is a solvent used in inks,
    lacquers and plastics;
    Methyl ethyl ketone, a solvent used in the production of
    printing inks and magnetic tapes;
    Butyric acid, an intermediate for the production of esters used
    in artificial flavors;
    Propionic acid, an organic acid used to protect and preserve
    grain; and
    Formic acid, an organic acid used in textile dyeing and leather
    tanning.    
    Formaldehyde, primarily used to produce adhesive resins for
    plywood, particle board, POM engineering resins and a compound
    used in making polyurethane;
    Polyol products such as trimethylolpropane, used in synthetic
    lubricants; neopentyl glycol, used in powder coatings; and
    1,3-butylene glycol, used in flavorings and plasticizers.    
    Butanol, used as a solvent for lacquers, dopes and thinners, and
    as an intermediate in the manufacture of chemicals, such as
    butyl acrylate;
    Propanol, used as an intermediate in the production of amines
    for agricultural chemicals, and as a solvent for inks, resins,
    insecticides and waxes.    Polyvinyl Alcohol.
  Emulsions.
  Specialties.
  
    Carboxylic acids such as pelargonic acid, used in detergents and
    synthetic lubricants, and heptanoic acid, used in plasticizers
    and synthetic lubricants;
    Amines such as methyl amines, used in agrochemicals,
    monoisopropynol amines, used in herbicides, and butyl amines,
    used in the treatment of rubber and in water treatment; and 9




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##### Table of Contents




    Oxo derivatives and special solvents, such as crotonaldehyde,
    which is used by the Performance Products segment for the
    production of sorbates, as well as raw materials for the
    fragrance and food ingredients industry.          Facilities
    Markets
    Net Sales
    to External Customers by Destination  Chemical
    Products
  Successor



PredecessorYear Ended


Year Ended


Nine Months Ended



Three Months EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004% of





% of





% of






% of$


Segment


$


Segment


$


Segment



$


Segment(In millions)North America


1,630



35
%


1,570



38
%


923



37
%



297



38%Europe/Africa


1,931



42
%


1,625



39
%


965



39
%



314



40%Asia/Australia


864



19
%


809



19
%


484



20
%



144



19%Rest of World


183



4
%


159



4
%


93



4
%



25



3%      10




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##### Table of Contents



Competition
    Technical
    Polymers Ticona
           11




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##### Table of Contents



Business
    Lines
  Asia/Pacific
            and/or 50-50
    Facilities
   12




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##### Table of Contents



Markets
    Net Sales
    to External Customers by Destination  Technical
    Polymers Ticona
  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004% of





% of





% of






% of$


Segment


$


Segment


$


Segment



$


Segment(In millions)North America


311



34%



339



38%



247



39%




95



42%Europe/Africa


500



55%



465



53%



331



52%




116



51%Asia/Australia


55



6%



44



5%



33



5%




9



4%Rest of World


49



5%



39



4%



25



4%




7



3%       Competition
    Acetate
    Products
   13




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##### Table of Contents



Business
    Lines
          Facilities
    Markets
    Net Sales
    to External Customers by Destination  Acetate
    Products
  Successor



PredecessorYear Ended


Year Ended


Nine Months Ended



Three Months EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004% of





% of





% of






% of$


Segment


$


Segment


$


Segment



$


Segment(In millions)North America


127



18%



126



19%



67



15%




24



17%Europe/Africa


184



26%



202



31%



139



32%




43



29%Asia/Australia


370



53%



315



48%



222



50%




75



51%Rest of World


19



3%



16



2%



13



3%




5



3%  14




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##### Table of Contents



Competition
      Performance
    Products
    Business
    Lines
    ® ® ®
      Facilities
   15




---



##### Table of Contents



Markets
    Net Sales
    to External Customers by Destination  Performance
    Products
  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004% of





% of





% of






% of$


Segment


$


Segment


$


Segment



$


Segment(In millions)North America


73



42%



58



32%



52



40%




19



43%Europe/Africa


64



36%



80



44%



49



37%




17



39%Asia/Australia


25



14%



30



17%



21



16%




6



14%Rest of World


14



8%



12



7%



9



7%




2



4%   ®
  Competition
  ®
  Other
    Activities
      Investments
   16




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##### Table of Contents



Name

Location

Ownership


Segment

Partner(s)

Year EnteredEquity InvestmentsEuropean Oxo GmbH

Germany


50%


Chemical Products

Degussa AG


2003KEPCO

South Korea


50%


Ticona

Mitsubishi Gas Chemical Company,
    Inc.


1999Polyplastics Co., Ltd.

Japan


45%


Ticona

Daicel Chemical Industries Ltd.


1964Fortron Industries LLC

U.S.


50%


Ticona

Kureha Corporation


1992Cost InvestmentsNational Methanol Co.

Saudi Arabia


25%


Chemical Products

Saudi Basic Industries Corporation
    (SABIC)/
    CTE Petrochemicals


1981Kunming Cellulose Fibers Co.
    Ltd.

China


30%


Acetate Products

China National
    Tobacco Corp.


1993Nantong Cellulose Fibers Co.
    Ltd.

China


31%


Acetate Products

China National
    Tobacco Corp.


1986Zhuhai Cellulose Fibers
    Co. Ltd.

China


30%


Acetate Products

China National
    Tobacco Corp.


1993   Major
    Equity Investments
  European Oxo GmbH.
  Korea Engineering Plastics Co. Ltd.
  Polyplastics Co., Ltd.
  Fortron Industries LLC.
  Other
    Equity Investments
  InfraServs. on-site
  Major
    Cost Investments
  National Methanol Co. (Ibn Sina).
 17




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##### Table of Contents



China Acetate Products Ventures.
  day-to-day
  Raw
    Materials and Energy
        Research
    and Development
    Intellectual
    Property
   18




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##### Table of Contents



Environmental
    and Other Regulation
    Employees
    Employees as of December 31,2006


2005


2004North America


4,700



4,900



5,500thereof USA


3,300



3,500



4,000thereof Canada


500



600



400thereof Mexico


900



800



1,100Europe


3,900



4,100



3,300thereof Germany


2,600



2,800



3,000Asia


250



200



200Rest of World


50



100



100Total Employees


8,900



9,300



9,100    19




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##### Table of Contents



Backlog
    Available
    Information  Securities and Exchange Commission
    (SEC) Filings and Corporate Governance
    Materials
  Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Many factors could have an effect on our financial condition,
    cash flows and results of operations. We are subject to various
    risks resulting from changing economic, environmental,
    political, industry, business and financial conditions. The
    factors described below represent our principal risks.
  Risks
    Related to Our Business
  We are
    an international company and are exposed to general economic,
    political and regulatory conditions and risks in the countries
    in which we have significant operations.
      The
    industries of many of our customers, particularly the
    automotive, electrical, construction and textile industries are
    cyclical in nature and sensitive to changes in economic
    conditions. A downturn in one or more of these industries may
    result in a reduction in our operating margins or in operating
    losses.
   20




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##### Table of Contents



We are
    subject to risks associated with the increased volatility in the
    prices and availability of key raw materials and
    energy.
        
    Shortages of raw materials due to increasing demand, e.g., from
    growing uses or new uses;
    Capacity constraints, e.g., due to construction delays, strike
    action or involuntary shutdowns;
    The general level of business and economic activity; and
    The direct or indirect effect of governmental regulation.    Failure
    to develop new products and production technologies or to
    implement productivity and cost reduction initiatives
    successfully may harm our competitive position.
    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.
     21




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##### Table of Contents



Changes
    in environmental, health and safety regulatory requirements
    could lead to a decrease in demand for our
    products.
           22




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##### Table of Contents



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.
      Recently
    proposed federal legislation 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.
    Our
    significant
    non-U.S. operations
    expose us to global exchange rate fluctuations that could
    adversely impact our profitability.
       23




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##### Table of Contents



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.
    CAG
    may be required to make payments to Hoechst.
      
    CAG will indemnify Hoechst for the total amount of these
    liabilities up to 250 million;
    Hoechst will bear the full amount of those liabilities between
    250 million and 750 million; and
    CAG will indemnify Hoechst for one third of those liabilities
    for amounts exceeding 750 million.       24




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##### Table of Contents



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.
    The
    disposition by the Original Shareholders of at least 90% of
    their equity interest in Celanese Corporation will satisfy a
    vesting condition under our deferred compensation
    plan.
    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.
      Risks
    Related to the Acquisition of CAG
  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) may be
    increased, which may further reduce the funds the Purchaser can
    otherwise make available to us.
   25




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##### Table of Contents



The
    Purchaser may be required to compensate CAG 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 CAG, which may
    diminish our ability to make payments on our
    indebtedness.
  and/or
  The
    price paid by the Purchaser for the acquisition of the remaining
    outstanding CAG shares may be challenged in court.
   26




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##### Table of Contents



Risks
    Related to Our Indebtedness
  Our
    high 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.
      
    making it more difficult for us to make payments on our debt;
    increasing vulnerability to general economic and industry
    conditions;
    requiring a substantial portion of cash flow from operations to
    be dedicated to the payment of principal and interest on
    indebtedness, therefore reducing our ability to use our cash
    flow to fund operations, capital expenditures and future
    business opportunities;
    exposing us to the risk of increased interest rates as certain
    of our borrowings, primarily the borrowings under the amended
    and restated senior credit facilities, are at variable rates of
    interest;
    limiting our ability to obtain additional financing for working
    capital, capital expenditures, product development, debt service
    requirements, acquisitions and general corporate or other
    purposes; and
    limiting our ability to adjust to changing market conditions and
    placing us at a competitive disadvantage compared to our
    competitors who have less debt.  Despite
    our current high leverage, we and our subsidiaries may be able
    to incur substantially more debt. This could further exacerbate
    the risks of our high leverage.
    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.
       27




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##### Table of Contents



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.
      Item 1B.
    Unresolved
    Staff Comments  None
  Item 2.
    Properties  Description
    of Property
    Site

Leased/Owned

Products/FunctionsCorporate OfficesDallas, Texas, USA

Leased

Corporate headquartersKronberg/Taunus, Germany

Leased

Administrative officesChemical ProductsBay City, Texas, USA

Owned

Butyl acetate, Iso-butylacetate,
    Propylacetate, VAM, Carboxylic acids, n/i-Butyraldehyde, Butyl
    alcohols, Propionaldehyde, Propyl alcoholBishop, Texas, USA

Owned

Formaldehyde, Methanol,
    Pentaerythritol, PolyolsBoucherville, Quebec, Canada

Owned

Conventional emulsionsCalvert City, Kentucky, USA

Leased

PVOHCangrejera, Veracruz, Mexico

Owned

Acetic anhydride, Acetone
    derivatives, Ethyl acetate, VAM, Methyl aminesClear Lake, Texas, USA

Owned

Acetic acid, VAMEdmonton, Alberta, Canada

Owned

Methanol 28




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##### Table of Contents



Site

Leased/Owned

Products/FunctionsEnoree, South Carolina, USA

Owned

Conventional emulsions, Vinyl
    acetate ethylene emulsionsFrankfurt am Main, Germany

Owned by InfraServ GmbH &
    Co. Hoechst KG, in which CAG holds a 31.2% limited partnership
    interest

Acetaldehyde, Butyl acetate
    Conventional emulsions,Vinyl acetate ethylene emulsions, VAMGeleen, Netherlands

Owned

Vinyl acetate ethylene emulsionsGuardo, Spain

Owned

PVOH, Polyvinyl acetateMeredosia, Illinois, USA

Owned

Vinyl acetate ethylene emulsions,
    Conventional emulsionsNanjing, China

Leased

Acetic acid, Acetic anhydrideOberhausen, Germany

Owned by InfraServ GmbH &
    Co. Oberhausen KG, in which CAG holds an 84.0% limited
    partnership interest

Amines, Carboxylic acids,
    Neopentyl glycolsPampa, Texas, USA

Owned

Acetic acid, Acetic anhydride,
    Ethyl acetatePardies, France

Owned

Acetic acid, VAMRoussillon, France

Leased

Acetic anhydride, Polyvinyl acetatePasadena, Texas, USA

Leased

PVOHJurong Island, Singapore

Owned

Acetic acid, Butyl acetate, Ethyl
    acetate, VAMKoper, Slovenia

Owned

Conventional emulsionsShanghai, China

Leased

Acetic acidTarragona, Spain

Owned by Complejo Industrial Taqsa
    AIE, in which CAG holds a 15.0% share

Vinyl acetate monomer, Vinyl
    acetate ethylene emulsions, Conventional emulsionsTarragona, Spain

Owned

PVOHPerstorp, Sweden

Owned

Conventional emulsions, Vinyl
    acetate ethylene emulsionsWarrington, UK

Owned

Conventional emulsions, Vinyl
    acetate ethylene emulsionsAcetate ProductsEdmonton, Alberta, Canada(1)

Owned

FlakeLanaken, Belgium

Owned

TowLittle Heath, Coventry, UK(2)

Leased

TowNarrows, Virginia, USA

Owned

Tow, FlakeOcotlán, Jalisco, Mexico

Owned

Tow, FlakeSpondon, Derby, UK(2)

Owned

Tow, Flake and Films 29




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##### Table of Contents



Site

Leased/Owned

Products/FunctionsTechnical Polymers
    TiconaAuburn Hills, Michigan, USA

Leased

Automotive Development CenterBishop, Texas, USA

Owned

POM (Celcon), PE-UHMW (GUR),
    CompoundingFlorence, Kentucky, USA

Owned

CompoundingKelsterbach, Germany(3)

Owned by InfraServ GmbH &
    Co. Kelsterbach KG, in which CAG holds a 100.0% limited
    partnership interest

LFT (Celstran), POM (Hostaform),
    CompoundingOberhausen, Germany

Owned by InfraServ GmbH &
    Co. Oberhausen KG, in which CAG holds an 84.0% limited
    partnership interest

PE-UHMW (GUR)Shelby, North Carolina, USA

Owned

LCP, PBT and PET (Celanex),
    CompoundingSuzano, Brazil

Owned

CompoundingWilmington, North Carolina, USA

Owned by Fortron Industries LLC, a
    non-consolidated venture, in which we have a 50% interest,
    except for adjacent administrative office space which is leased
    by the venture

PPS (Fortron)Winona, Minnesota, USA

Owned

LFT (Celstran)Performance ProductsFrankfurt am Main, Germany

Owned by InfraServ GmbH &
    Co. Hoechst KG, in which CAG holds a 31.2% limited partnership
    interest

Sorbates,
    Sunett®     (1)
    
    The Edmonton flake facility is expected to be closed in 2007.(2)
    
    Acquired in the January 2007 Acetate Products Limited
    acquisition.(3)
    
    Will be relocated as a result of the Frankfurt, Germany Airport
    settlement. See Note 30 to the consolidated financial
    statements for additional information.       30




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders  Form 10-K
 PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information
    Holders
    Dividend
    Policy
    Celanese
    Holdings Purchases of its Equity Securities
    Equity
    Compensation Plans
    Recent
    Sales of Unregistered Securities
    Item 6.
    Selected
    Financial Data  Form 10-K
 31




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##### Table of Contents



Item 7.  Managements
    Discussion and Analysis of Financial Condition and Results
    of Operations



In this Annual Report on
    Form 10-K,
    the term Celanese Holdings refers to Celanese
    Holdings LLC, a Delaware limited liability company, and not its
    subsidiaries. The terms the Company, we,
    our, us, and Successor refer to Celanese
    Holdings LLC and its subsidiaries on a consolidated basis. The
    term BCP Crystal refers to our subsidiary, BCP
    Crystal US Holdings Corp., a Delaware corporation, and not its
    subsidiaries. The term Purchaser refers to our
    subsidiary, Celanese Europe Holding GmbH & Co. KG,
    formerly known as BCP Crystal Acquisition GmbH & Co.
    KG, a German limited partnership, and not its subsidiaries,
    except where otherwise indicated. The term Original
    Shareholders refers, collectively, to Blackstone Capital
    Partners (Cayman) Ltd. 1, Blackstone Capital Partners
    (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd.
    3 and BA Capital Investors Sidecar Fund, L.P. The terms
    Sponsor and Advisor refer to certain
    affiliates of The Blackstone Group.



You should read the following discussion and analysis of the
    financial condition and the results of operations together with
    the consolidated financial statements and the accompanying notes
    to consolidated financial statements, which were prepared in
    accordance with accounting principles generally accepted in the
    United States (U.S. GAAP).



The following discussion and analysis of financial condition
    and results of operations covers periods prior and subsequent to
    the acquisition of CAG and its subsidiaries (collectively
    CAG or the Predecessor). Accordingly,
    the discussion and analysis of historical periods prior to the
    acquisition do not reflect the significant impact that the
    acquisition of CAG has had and will have on the Successor,
    including increased leverage and liquidity requirements as well
    as purchase accounting adjustments. Furthermore, the Successor
    and the Predecessor have different accounting policies with
    respect to certain matters (see Note 4 to the notes to
    consolidated financial statements). Investors are cautioned that
    the forward-looking statements contained in this section involve
    both risk and uncertainty. Several important factors could cause
    actual results to differ materially from those anticipated by
    these statements. Many of these statements are macroeconomic in
    nature and are, therefore, beyond the control of management. See
    Forward-Looking Information located below.



The results for the nine months ended December 31, 2005
    and the three months ended March 31, 2005 have not been
    audited and 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.



Reconciliation of
    Non-U.S. GAAP Measures:
    We believe that using
    non-U.S. GAAP
    financial measures to supplement U.S. GAAP results is
    useful to investors because such use provides a more complete
    understanding of the factors and trends affecting the business
    other than disclosing U.S. GAAP results alone. In this
    regard, we disclose net debt, which is a
    non-U.S. GAAP
    financial measure. Net debt is defined as total debt less cash
    and cash equivalents. We use net debt to evaluate the capital
    structure. Net debt is not a substitute for any U.S. GAAP
    financial measure. In addition, calculations of net debt
    contained in this report may not be consistent with that of
    other companies. The most directly comparable financial measure
    presented in accordance with U.S. GAAP in our financial
    statements for net debt is total debt. For a reconciliation of
    net debt to total debt, see Financial Highlights
    below. For a reconciliation of trade working capital to working
    capital components, see Selected Financial Data.



Forward-Looking
    Statements May Prove Inaccurate



This Annual Report contains certain forward-looking statements
    and information relating to us that are based on the beliefs of
    our management as well as assumptions made by, and information
    currently available to, us. These statements include, but are
    not limited to, statements about our strategies, plans,
    objectives, expectations, intentions, expenditures, and
    assumptions and other statements contained in this Annual Report
    that are not historical facts. When used in this document, words
    such as anticipate, believe,
    estimate, expect, intend,
    plan and project and similar
    expressions, as they relate to us are intended to identify
    forward-looking statements. These statements reflect our current
    views with respect to future events, are not guarantees of
    future performance and involve risks and uncertainties that are
    difficult to predict. Further, certain forward-looking
    statements are based upon assumptions as to future events that
    may not prove to be accurate.

32




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##### Table of Contents




    changes in general economic, business, political and regulatory
    conditions in the countries or regions in which we operate;
    the length and depth of product and industry business cycles
    particularly in the automotive, electrical, electronics and
    construction industries;
    changes in the price and availability of raw materials,
    particularly changes in the demand for, supply of, and market
    prices of fuel oil, natural gas, coal, electricity and
    petrochemicals such as ethylene, propylene and butane, including
    changes in production quotas in OPEC countries and the
    deregulation of the natural gas transmission industry in Europe;
    the ability to pass increases in raw material prices on to
    customers or otherwise improve margins through price increases;
    the ability to maintain plant utilization rates and to implement
    planned capacity additions and expansions;
    the ability to reduce production costs and improve productivity
    by implementing technological improvements to existing plants;
    increased price competition and the introduction of competing
    products by other companies;
    changes in the degree of patent and other legal protection
    afforded to our products;
    compliance costs and potential disruption or interruption of
    production due to accidents or other unforeseen events or delays
    in construction of facilities;
    potential liability for remedial actions under existing or
    future environmental regulations;
    potential liability resulting from pending or future litigation,
    or from changes in the laws, regulations or policies of
    governments or other governmental activities in the countries in
    which we operate;
    changes in currency exchange rates and interest rates;
    pending or future challenges to the domination and profit and
    loss transfer agreement (Domination
    Agreement); and
    various other factors, both referenced and not referenced in
    this document.    Basis of
    Presentation
     33




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##### Table of Contents



Celanese
    Corporation, the ultimate parent of Celanese Holdings, Change in
    Ownership, Initial Public Offering and Concurrent
    Financing
        Overview
     34




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##### Table of Contents



Sale of
    Oxo Products and Derivatives businesses
    Relocation
    of Ticona Plant in Kelsterbach
    Financial
    Reporting Changes
    Major
    Events In 2006
  
    As noted above, in December 2006, we reached a settlement with
    Fraport related to the planned Frankfurt airport expansion.
    As noted above, in December 2006, we signed a definitive
    agreement to sell our oxo products and derivative businesses,
    including EOXO, a joint venture between CAG and Degussa, to
    Advent International.
    In December 2006, we sold our preferred interest in Pemeas GmbH
    to BASF and received net proceeds from the sale of
    9 million and recognized a gain of
    8 million.
    The Squeeze-Out (as defined in Note 2 to the consolidated
    financial statements) was approved by the affirmative vote of
    the majority of the votes cast at CAGs annual general
    meeting in May 2006. As a result of the effective registration
    of the Squeeze-Out in the commercial register in December 2006,
    we acquired the remaining 2% of CAG in January 2007.
    Announced plans to relocate the strategic management of the
    Acetyls business to Shanghai, China, in 2007.
    In August 2006, we signed a definitive agreement to purchase the
    cellulose acetate flake, tow and film business of Acetate
    Products Limited for a purchase price of approximately
    £57 million ($110 million), subject to certain
    adjustments as defined in the agreement. The transaction closed
    on January 31, 2007. See Note 31 to the consolidated
    financial statements for additional information.
    In August 2006, we entered into an agreement with Degussa
    pursuant to which Degussa granted us an option to purchase
    Degussas interest in our EOXO venture. The option is
    exercisable until June 30, 2007 and is subject to certain
    conditions. In connection with the sale of our oxo products and
    derivatives businesses noted above, exercised our option and
    purchased Degussas 50% interest on February 23, 2007,
    which will be subsequently sold to Advent International. See
    Notes 6 and 31 to the consolidated financial statements for
    additional information.
    We shut down our Pentaerythritol (PE) operations
    during the third quarter of 2006. 35




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##### Table of Contents




    In July 2006, we made a $100 million equivalent voluntary
    prepayment on our senior term loan facility. In connection with
    the voluntary prepayment, we wrote off approximately
    $1 million of unamortized deferred financing fees
    associated with the senior term loan facility.  Major
    Events In 2005
  
    In December 2005, we reached settlements with two insurers of
    CNA Holdings pursuant to which CNA Holdings will be paid a total
    of $16 million in the next two years ($7 million in
    2006 and $9 million in 2007) in exchange for the
    release of certain claims against the policy of the insurer. We
    recorded approximately $30 million in income to other
    (charges) gains, net for two plumbing action insurance
    settlements in the fourth quarter of 2005.
    In December 2005, we resolved litigation pertaining to antitrust
    claims filed against certain shipping companies. Pursuant to
    these agreements, we received net proceeds of approximately
    $36 million which was recorded as a reduction to cost of
    sales in the fourth quarter of 2005.
    In December 2005, we announced a plan to develop our Nanjing,
    China site into an integrated chemical complex that will include
    a 600,000 metric ton acetic acid plant, a vinyl acetate unit and
    a vinyl acetate emulsions unit. Startup is targeted for the
    first half of 2007.
    In December 2005, we sold our Cyclo-olefine Copolymer business
    (COC) to a venture of Japans Daicel Chemical
    Industries Ltd. (Daicel) and Polyplastics Co, Ltd.
    (Polyplastics). Daicel holds a majority stake in the
    venture with 55% interest and Polyplastics, which itself is a
    venture between us and Daicel, owns the remaining 45%. The
    transaction resulted in a loss of approximately $35 million.
    In December 2005, we completed the sale of our common stock
    interest in the Pemeas GmbH fuel cell venture and recognized a
    gain of less than $1 million.
    In December 2005, we announced that discussions regarding the
    venture project being developed by Acetex and Tasnee
    Petrochemicals in the Kingdom of Saudi Arabia have been
    temporarily suspended due to the current high demand on
    contractors and vendors which have affected expected project
    costs.
    In December 2005, we announced our intention to pursue strategic
    alternatives for our Pampa, Texas plant. The facility, which
    produces a variety of products based on butane, including
    290,000 metric tons of acetic acid, faces competitive pressures
    due to the technology utilized.
    Increased our ownership of CAG to approximately 98% as of
    November 2, 2005 following an agreement with major
    shareholders and ongoing tender offers. In November 2005,
    Celanese Corporations Board of Directors granted approval
    to effect a Squeeze-Out of the remaining minority shareholders
    of CAG. See Note 2 to the consolidated financial statements
    for additional information.
    In the fourth quarter of 2005, we exited our filament business
    (See Note 6 to the notes to consolidated financial
    statements).
    In October 2005, we completed the sale of our acetate
    manufacturing facility in Rock Hill, South Carolina to Greens of
    Rock Hill LLC. Production at the facility was phased out earlier
    in 2005 as part of our previously announced plans to consolidate
    our acetate flake manufacturing operations. We recognized a gain
    on sale of approximately $23 million, which includes the
    reversal of $12 million of asset retirement obligations and
    $7 million of environmental reserves, as the purchaser
    assumed these obligations.
    In August 2005, Celanese Corporations board adopted a
    dividend policy and began to pay common shareholders a dividend
    of $0.16 per share annually, or 1%, based on the initial
    public offering price of $16 per share.
    In July 2005, we completed the acquisition of Acetex Corporation
    for $270 million and assumed Acetexs
    $247 million of debt, which is net of cash acquired of
    $54 million. We also redeemed Acetexs outstanding
    107/8% senior
    notes primarily with available cash of $280 million. See
    Note 6 to the consolidated financial statements for
    additional information.
    Completed the transition to purchase our total requirements for
    Gulf Coast methanol from Southern Chemical Corporation, a
    Trinidad-based supplier. 36




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##### Table of Contents




    Announced plans to construct a world-scale plant for the
    manufacture of
    GUR®
    ultra-high molecular weight polyethylene in Asia. Production is
    expected to begin in the second half of 2007.
    Announced plans to implement our next generation of vinyl
    acetate monomer technology, known as VAntage
    Plustm.
    We expect to further improve production efficiency and lower
    operating costs across our global manufacturing platform through
    the use of this technology.
    Continued to focus the product portfolio by exiting
    non-strategic businesses, such as the high performance polymer
    polybenzamidazole (PBI), vectran polymer and
    emulsion powders.
    In February 2005, we completed the acquisition of Vinamul, the
    North American and European emulsion polymer business of
    Imperial Chemical Industries PLC (ICI) for
    $208 million. See Note 6 to the consolidated financial
    statements for additional information.
    In January 2005, Celanese Corporation  completed an initial
    public offering of 50,000,000 shares of Series A
    common stock, and concurrently issued 9,600,000 shares of
    convertible perpetual preferred stock. See Note 3 to the
    consolidated financial statements for additional information.  Major
    Events In 2004
  
    In December 2004, we approved a stock incentive plan for
    executive officers, key employees and directors, a deferred
    compensation plan for executive officers and key employees, as
    well as other management incentive programs.
    In November 2004, Blackstone Crystal Holdings Capital Partners
    (Cayman) IV Ltd., reorganized as a Delaware company and changed
    its name to Celanese Corporation.
    In response to greater demand for Ticonas technical
    polymers, two projects were announced to expand manufacturing
    capacity. Ticona announced plans to increase production of
    polyacetal in North America by about 20%, raising total capacity
    to 102,000 tons per year at the Bishop, Texas facility. This
    project was completed in October 2004.
    In October 2004, we completed an organizational restructuring.
    See Note 2 to the consolidated financial statements.
    In October 2004, we announced plans to implement a strategic
    restructuring of our acetate business to increase efficiency,
    reduce overcapacity in certain areas and to focus on products
    and markets that provide long-term value. The restructuring
    resulted in $50 million of asset impairment charges
    recorded as an other (charge) gain, net and $12 million in
    charges to depreciation for related asset retirement obligations
    for the nine months ended December 31, 2004. 37




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##### Table of Contents



Financial
    Highlights
  Successor



PredecessorThree



ThreeNine Months


Nine Months


Months



MonthsYear Ended


Year Ended


Ended


Ended


Ended



EndedDecember 31,


December 31,


December 31,


December 31,


March 31,



March 31,2006


2005


2005


2004


2005



2004(Unaudited)





(Unaudited)(In $ millions)Statement of Operations
    Data:Net sales


6,656



6,033



4,564



3,718



1,469




1,209Selling general and administrative
    expenses


(532
)


(506
)


(361
)


(454
)


(145
)



(136
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases


5



34



34



1








Restructuring, impairment and
    other charges, net


(15
)


(100
)


(62
)


(83
)


(38
)



(28
)Operating profit


753



578



419



72



159




46Equity in net earnings of
    affiliates


86



61



46



36



15




12Interest expense


(253
)


(322
)


(182
)


(239
)


(140
)



(6
)Earnings (loss) from continuing
    operations before tax and minority interests


713



440



393



(114
)


47




66Income tax provision


(270
)


(61
)


(44
)


(70
)


(17
)



(15
)Earnings (loss) from continuing
    operations


439



342



337



(192
)


5




51Earnings (loss) from discontinued
    operations


(1
)


1



(9
)


5



10




27Net earnings (loss)


438



343



328



(187
)


15




78Other Data:Depreciation and amortization


283



286



223



181



63




70Operating margin (1)


11.3
%


9.6
%


9.2
%


1.9
%


10.8
%



3.8
%Earnings (loss) from continuing
    operations before tax and minority interests as a percentage of
    net sales


10.7
%


7.3
%


8.6
%


(3.1
%)


3.2
%



5.5
%     (1)
    
    Defined as operating profit divided by net sales.  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Balance Sheet Data:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates


309



155Plus: Long-term debt


2,769



2,903Total debt


3,078



3,058Less: Cash and cash equivalents


790



389Net debt


2,288



2,669  38




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##### Table of Contents



Summary
    of Consolidated Results for the Year Ended December 31,
    2006 compared with Year Ended December 31, 2005
  Net
    Sales
  ®
  Gross
    Profit
    Selling,
    General and Administrative Expenses
    Other
    (Charges) Gains, Net
    SuccessorYear Ended


Year EndedDecember 31,


December 31,2006


2005(In $ millions)Employee termination benefits


(12
)


(23
)Plant/office closures


1



(4
)Total restructuring


(11
)


(27
)Environmental related plant
    closures






(12
)Plumbing actions


5



34Asset impairments






(25
)Other


(4
)


(36
)Total other (charges) gains, net


(10
)


(66
)    39




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##### Table of Contents



Operating
    Profit
    Equity
    in Net Earnings of Affiliates
    Interest
    Expense
    Income
    Taxes
    Earnings
    (Loss) from Discontinued Operations
    Summary
    of Consolidated Results for the Three Months Ended
    March 31, 2005 and the Nine Months Ended December 31,
    2005 compared with the Three Months Ended March 31, 2004
    and the Nine Months Ended December 31, 2004
  Net
    Sales
   40




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##### Table of Contents



®
      Gross
    Profit
    Selling,
    General and Administrative Expenses
     41




---



##### Table of Contents



Other
    (Charges) Gains, Net
    Successor



PredecessorNine Months Ended


Three Months EndedDecember 31,


December 31,


March 31,



March 31,2005


2004


2005



2004(Unaudited)





(Unaudited)(In $ millions)Employee termination benefits


(21
)


(8
)


(2
)



(2
)Plant/office closures


(3
)


(45
)


(1
)



Restructuring adjustments






3








Total Restructuring


(24
)


(50
)


(3
)



(2
)Environmental related plant
    closures


(12
)











Plumbing actions


34



1








Asset impairments


(25
)


(32
)







Other


(1
)


(1
)


(35
)



(26
)Total other (charges) gains, net


(28
)


(82
)


(38
)



(28
)       Operating
    Profit
     42




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##### Table of Contents



Equity
    in Net Earnings of Affiliates
      Interest
    Expense
      Other
    Income (Expense), Net
      Income
    Taxes
   43




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##### Table of Contents



Earnings
    (Loss) from Discontinued Operations
   44




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##### Table of Contents



Selected
    Data by Business Segment  Year Ended
    December 31, 2006 Compared with Year Ended
    December 31, 2005, Nine Months Ended December 31, 2005
    Compared with Nine Months Ended December 31, 2004 and Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
  Successor



PredecessorYear Ended December 31,


Nine Months Ended December 31,


Three Months Ended March 31,Change








Change









Change2006


2005


in $


2005


2004


in $


2005



2004


in $(Unaudited)








(Unaudited)(In $ millions)Net SalesChemical Products


4,742



4,299



443



3,264



2,547



717



1,035




809



226Technical Polymers Ticona


915



887



28



648



636



12



239




227



12Acetate Products


700



659



41



494



441



53



165




147



18Performance Products


176



180



(4
)


133



131



2



47




44



3Other Activities


257



144



113



132



45



87



12




11



1Inter-segment Eliminations


(134
)


(136
)


2



(107
)


(82
)


(25
)


(29
)



(29
)


Total Net Sales


6,656



6,033



623



4,564



3,718



846



1,469




1,209



260Other (Charges) Gains,
    netChemical Products


(7
)


(18
)


11



(17
)


(3
)


(14
)


(1
)



(1
)


Technical Polymers Ticona


6



8



(2
)


9



(37
)


46



(1
)



(1
)


Acetate Products


1



(9
)


10



(8
)


(41
)


33



(1
)







(1
)Performance Products



































Other Activities


(10
)


(47
)


37



(12
)


(1
)


(11
)


(35
)



(26
)


(9
)Total Other (Charges) Gains, net


(10
)


(66
)


56



(28
)


(82
)


54



(38
)



(28
)


(10
)Operating ProfitChemical Products


637



585



52



408



248



160



177




64



113Technical Polymers Ticona


145



60



85



21



(12
)


33



39




31



8Acetate Products


106



67



39



57



(17
)


74



10




4



6Performance Products


50



51



(1
)


38



18



20



13




11



2Other Activities


(185
)


(185
)






(105
)


(165
)


60



(80
)



(64
)


(16
)Total Operating Profit


753



578



175



419



72



347



159




46



113Earnings (Loss) from Continuing
    Operations Before Tax and Minority InterestsChemical Products


709



667



42



474



265



209



193




63



130Technical Polymers Ticona


201



116



85



65



26



39



51




45



6Acetate Products


128



71



57



61



(13
)


74



10




4



6Performance Products


49



46



3



34



15



19



12




11



1Other Activities


(374
)


(460
)


86



(241
)


(407
)


166



(219
)



(57
)


(162
)Total Earnings (Loss) from
    Continuing Operations Before Tax and Minority Interests


713



440



273



393



(114
)


507



47




66



(19
) 45




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##### Table of Contents



Successor



PredecessorYear Ended December 31,


Nine Months Ended December 31,


Three Months Ended March 31,Change








Change









Change2006


2005


in $


2005


2004


in $


2005



2004


in $(Unaudited)








(Unaudited)(In $ millions)Depreciation &
    AmortizationChemical Products


155



167



(12
)


133



89



44



34




39



(5
)Technical Polymers Ticona


65



60



5



45



48



(3
)


15




16



(1
)Acetate Products


24



29



(5
)


20



30



(10
)


9




11



(2
)Performance Products


15



13



2



10



10







3




2



1Other Activities


24



17



7



15



4



11



2




2



Total Depreciation &
    Amortization


283



286



(3
)


223



181



42



63




70



(7
)  46




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##### Table of Contents



Factors
    Affecting Year Ended December 31, 2006 Segment Net Sales
    Compared to Year Ended December 31, 2005
    Volume


Price


Currency


Other


TotalIn percentagesChemical Products


1



5



1



3
(a)


10Technical Polymers Ticona


6







(1
)


(2
)(b)


3Acetate Products


(1
)


7











6Performance Products


7



(9
)










(2
)Total Company


1



4



1



4
(c)


10   Factors
    Affecting Nine Months Ended December 31, 2005 Segment Net
    Sales Compared to Nine Months Ended December 31,
    2004
  Volume


Price


Currency


Other


TotalIn percentagesChemical Products


(3
)


15







16
(a)


28Technical Polymers Ticona


(1
)


4



(1
)






2Acetate Products


7



5











12Performance Products


6



(4
)










2Total Company


(1
)


11







11
(c)


21   Factors
    Affecting Three Months Ended March 31, 2005 Segment Net
    Sales Compared to Three Months Ended March 31,
    2004
  Volume


Price


Currency


Other


TotalIn percentagesChemical Products


(1
)


22



3



4



28Technical Polymers Ticona


2







3







5Acetate Products


9



3











12Performance Products


9



(7
)


5







7Total Company


1



15



2



2



21    (a)
    Includes net sales from the Acetex business, excluding AT
    Plastics  (b)
    Includes loss of sales related to the COC divestiture  (c)
    Includes the effects of AT Plastics and the captive insurance
    companies 47




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##### Table of Contents



Summary
    by Business Segment  Year Ended December 31,
    2006 Compared with Year Ended December 31, 2005
  Chemical
    Products
  SuccessorYear EndedDecember 31,


December 31,


Change2006


2005


in $In $ millions (except for percentages)Net sales


4,742



4,299



443Net sales variance:Volume


1
%Price


5
%Currency


1
%Other


3
%Operating profit


637



585



52Operating margin


13.4
%


13.6
%Other (charges) gains, net


(7
)


(18
)


11Earnings from continuing
    operations before tax and minority interests


709



667



42Depreciation and amortization


155



167



(12
)        48




---



##### Table of Contents



Technical
    Polymers Ticona
  SuccessorYear EndedDecember 31,


December 31,


Change2006


2005


in $In $ millions (except for percentages)Net sales


915



887



28Net sales variance:Volume


6
%Price


0
%Currency


(1
)%Other


(2
)%Operating profit


145



60



85Operating margin


15.8
%


6.8
%Other (charges) gains, net


6



8



(2
)Earnings from continuing
    operations before tax and minority interests


201



116



85Depreciation and amortization


65



60



5        49




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##### Table of Contents



Acetate
    Products
  SuccessorYear EndedDecember 31,


December 31,


Change2006


2005


in $In $ millions (except for percentages)Net sales


700



659



41Net sales variance:Volume


(1
)%Price


7
%Currency


0
%Other


0
%Operating profit


106



67



39Operating margin


15.1
%


10.2
%Other (charges) gains, net


1



(9
)


10Earnings from continuing
    operations before tax and minority interests


128



71



57Depreciation and amortization


24



29



(5
)        50




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##### Table of Contents



Performance
    Products
  SuccessorYear EndedDecember 31,


December 31,


Change2006


2005


in $In $ millions (except for percentages)Net sales


176



180



(4
)Net sales variance:Volume


7
%Price


(9
)%Currency


0
%Other


0
%Operating profit


50



51



(1
)Operating margin


28.4
%


28.3
%Other (charges) gains, net










Earnings from continuing
    operations before tax and minority interests


49



46



3Depreciation and amortization


15



13



2   ® ®
    Other
    Activities
         51




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##### Table of Contents



Summary
    by Business Segment  Nine Months Ended
    December 31, 2005 Compared with Nine Months Ended
    December 31, 2004 and Three Months Ended March 31,
    2005 Compared with Three Months Ended March 31,
    2004
  Chemical
    Products
  Successor



PredecessorNine Months Ended


Three Months EndedDecember 31,


December 31,


Change


March 31,



March 31,


Change2005


2004


in $


2005



2004


in $(Unaudited)








(Unaudited)In $ millions (except for percentages)Net sales


3,264



2,547



717



1,035




809



226Net sales variance:Volume


(3
)%










(1
)%Price


15
%










22
%Currency


0
%










3
%Other


16
%










4
%Operating profit


408



248



160



177




64



113Operating margin


12.5
%


9.7
%






17.1
%



7.9
%Other (charges) gains, net


(17
)


(3
)


(14
)


(1
)



(1
)


Earnings from continuing
    operations before tax and minority interests


474



265



209



193




63



130Depreciation and amortization


133



89



44



34




39



(5
)   Nine
    Months Ended December 31, 2005 Compared with Nine Months
    Ended December 31, 2004
       52




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##### Table of Contents



Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
      Technical
    Polymers Ticona
  Successor



PredecessorNine Months Ended


Three Months EndedDecember 31,


December 31,


Change


March 31,



March 31,


Change2005


2004


in $


2005



2004


in $(Unaudited)





(Unaudited)In $ millions (except for percentages)Net sales


648



636



12



239




227



12Net sales variance:Volume


(1
)%










2
%Price


4
%










0
%Currency


(1
)%










3
%Other


0
%










0
%Operating profit


21



(12
)


33



39




31



8Operating margin


3.2
%


(1.9
)%






16.3
%



13.7
%Other (charges) gains, net


9



(37
)


46



(1
)



(1
)


Earnings from continuing
    operations before tax and minority interests


65



26



39



51




45



6Depreciation and amortization


45



48



(3
)


15




16



(1
)   Nine
    Months Ended December 31, 2005 Compared with Nine Months
    Ended December 31, 2004
     53




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##### Table of Contents



Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
      Acetate
    Products
  Successor



PredecessorNine Months Ended


Three Months EndedDecember 31,


December 31,


Change


March 31,



March 31,


Change2005


2004


in $


2005



2004


in $(Unaudited)








(Unaudited)In $ millions (except for percentages)Net sales


494



441



53



165




147



18Net sales variance:Volume


7
%










9
%Price


5
%










3
%Currency


0
%










0
%Other


0
%










0
%Operating profit


57



(17
)


74



10




4



6Operating margin


11.5
%


(3.9
)%






6.1
%



2.7
%Other (charges) gains, net


(8
)


(41
)


33



(1
)







(1
)Earnings from continuing
    operations before tax and minority interests


61



(13
)


74



10




4



6Depreciation and amortization


20



30



(10
)


9




11



(2
)  54




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##### Table of Contents



Nine
    Months Ended December 31, 2005 Compared with Nine Months
    Ended December 31, 2004
          Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
     55




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##### Table of Contents



Performance
    Products
  Successor



PredecessorNine Months Ended


Three Months EndedDecember 31,


December 31,


Change


March 31,



March 31,


Change2005


2004


in $


2005



2004


in $(Unaudited)








(Unaudited)In $ millions (except for percentages)Net sales


133



131



2



47




44



3Net sales variance:Volume


6
%










9
%Price


(4
)%










(7
)%Currency


0
%










5
%Other


0
%










0
%Operating profit


38



18



20



13




11



2Operating margin


28.6
%


13.7
%






27.7
%



25
%Other (charges) gains, net























Earnings from continuing
    operations before tax and minority interests


34



15



19



12




11



1Depreciation and amortization


10



10







3




2



1   Nine
    Months Ended December 31, 2005 Compared with Nine Months
    Ended December 31, 2004
  ® ® ® ® ®
      Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
  ® ®
  ®
 56




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##### Table of Contents



Other
    Activities
    Nine
    Months Ended December 31, 2005 Compared with Nine Months
    Ended December 31, 2004
        Three
    Months Ended March 31, 2005 Compared with Three Months
    Ended March 31, 2004
   57




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##### Table of Contents



Liquidity
    and Capital Resources
    Cash
    Flows
    Net
    Cash Provided by/Used in Operating Activities
      Net
    Cash Used in Investing Activities
     58




---



##### Table of Contents



Net
    Cash Provided by/Used in Financing Activities
      
    Borrowings under the term loan facility of $1,135 million.
    Distribution to Parent of $600 million partially offset by
    a contribution from parent of $572 million.
    Redemption and related premiums of the senior subordinated notes
    of $572 million.
    Repayment of floating rate term loan, including related premium,
    of $354 million.
    Exercise of Acetexs option to redeem its
    107/8% senior
    notes for approximately $280 million.    Liquidity
    Debt,
    Capital and Other Obligations
   59




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##### Table of Contents



Contractual Debt and Cash Obligations.
  Less Than








After 5Fixed Contractual Debt and Cash Obligations

Total


1 Year


Years 2 & 3


Years 4 & 5


Years(In $ millions)Term Loans Facility


1,622



115



31



1,476



Interest Payments on Debt(1)


1,565



239



469



369



488Senior Subordinated Notes(2)


967















967Capital Lease Obligations


25



3



4



5



13Other Debt(3)


464



191



40



43



190Total Fixed Contractual Debt
    Obligations


4,643



548



544



1,893



1,658Operating Leases


339



75



121



75



68Unconditional Purchase Obligations


2,229



245



500



419



1,065Other Contractual Obligations


355



239



81



33



2Total Fixed Contractual Debt and
    Cash Obligations


7,566



1,107



1,246



2,420



2,793     (1)
    
    For future interest expense, we assumed no change in variable
    rates. See Note 16 in the consolidated financial statements
    for the applicable interest rates.(2)
    
    Does not include a $3 million premium.(3)
    
    Does not include a $2 million reduction due to purchase
    accounting.  Senior Credit Facilities.
       60




---



##### Table of Contents




    75% (such percentage will be reduced to 50% if BCP
    Crystals leverage ratio is less than 3.00 to 1.00 for any
    fiscal year ending on or after December 31, 2005) of
    BCP Crystals excess cash flow;
    100% of the net cash proceeds of all non-ordinary course asset
    sales and casualty and condemnation events, unless BCP Crystal
    reinvests or contracts to reinvest those proceeds in assets to
    be used in BCP Crystals business or to make certain other
    permitted investments within 12 months, subject to certain
    limitations;
    100% of the net cash proceeds of any incurrence of debt other
    than debt permitted under the senior credit facilities, subject
    to certain exceptions; and        Senior Subordinated Notes. 5 8 3 8
  Other Debt.
  Other Cash Obligations.
 61




---



##### Table of Contents



Covenants.
    Expiration per periodLess Than








After 5Contractual Guarantees and Commitments

Total


1 Year


Years 2 & 3


Years 4 & 5


Years(In $ millions)Financial Guarantees


41



7



15



16



3Standby Letters of Credit


218



218











Contractual Guarantees and
    Commitments


259



225



15



16



3   Deferred Compensation.
  Long-Term Incentive Plan.
  Domination Agreement. and/or and/or
  Squeeze-Out Payment.
 62




---



##### Table of Contents



Other
    Obligations
    Spending for


Spending for2007


the Year Ended


the Year EndedProjected


December 31,


December 31,Other Obligations

Spending


2006


2005(In $ millions)Environmental Matters


45



71



84Pension and Other Benefits


104



112



111Other Obligations


149



183



195         Environmental
    Matters
         63




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##### Table of Contents



Pension
    and Other Benefits
          Other
    Matters
  Plumbing
    Actions and Sorbates Litigation
      Off-Balance
    Sheet Arrangements
   64




---



##### Table of Contents



Market
    Risks
  Form 10-K
  Critical
    Accounting Policies and Estimates
      Recoverability
    of Long-Lived Assets
             65




---



##### Table of Contents



Other
    (Charges) Gains, Net
    Environmental
    Liabilities
    Asset
    Retirement Obligations
  Accounting for Conditional Asset
    Retirement Obligations  an interpretation of FASB
    Statement No. 143 (FIN No. 47)
  Realization
    of Deferred Tax Assets
   66




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##### Table of Contents



Tax
    Contingencies
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  Benefit
    Obligations
  and/or
     67




---



##### Table of Contents



non-U.S. pension
      Accounting
    for Commitments and Contingencies
  Contingencies and
    Commitments
  Business
    Combinations
    Captive
    Insurance Companies
   68




---



##### Table of Contents



69




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Risks
  Accounting for Derivative Instruments
    and Hedging Activities Accounting for Certain Derivative Instruments and Certain
    Hedging Activities Amendment
    of Statement 133 on Derivative Instruments and Hedging
    Activities.
  Interest
    Rate Risk Management
      Foreign
    Exchange Risk Management
         70




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##### Table of Contents



Commodity
    Risk Management
      Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K. page F-1.
  Quarterly
    Financial Information
  CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  SuccessorThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedMarch 31,


June 30,


September 30,


December 31,2006


2006


2006


2006(Unaudited)(In $ millions)Net sales


1,646



1,669



1,685



1,656Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases


1



2







2Restructuring, impairment and
    other (charges) gains, net


(1
)


(14
)






Operating profit


201



166



201



185Earnings from continuing
    operations before tax and minority interests


175



162



190



186Earnings from continuing operations


126



115



113



85Earnings (loss) from discontinued
    operations


1



(2
)


2



(2
)Net earnings


127



113



115



83   71




---



##### Table of Contents



SuccessorThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedMarch 31,


June 30,


September 30,


December 31,2005


2005


2005


2005(Unaudited)(In $ millions)Net sales


1,469



1,498



1,526



1,540Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases






4







30Restructuring, impairment and
    other (charges) gains, net


(38
)


(31
)


(24
)


(7
)Operating profit


159



157



96



166Earnings from continuing
    operations before tax and minority interests


47



136



89



168Earnings from continuing operations


5



82



59



196Earnings (loss) from discontinued
    operations


10



(2
)


(2
)


(5
)Net earnings


15



80



57



191  72




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure  None.
  Item 9A.
    Controls
    and Procedures  Rule 13a-15(b)
  Changes
    in Internal Control Over Financial Reporting
    REPORT OF
    MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
     73




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     , .
        . .
    
    74




---



##### Table of Contents



Item 9B.
    Other
    Information  None.
 PART III  Item 10.
    Directors
    and Executive Officers of the Registrant  Form 10-K
  Item 11.
    Executive
    Compensation  Form 10-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions  Form 10-K
  Item 14.
    Principal
    Accounting Fees and Services    Year Ended December 31,2006


2005(1)(in $ thousands)Audit fees


8,145
(2)


7,595
(3)Audit-related
    fees(4)


1,636



3,952Total audit and audit-related fees


9,781



11,547Tax
    fees(5)


556



141Total fees


10,337



11,688     (1)
    For year ended December 31, 2005, $3,827,000 was
    reclassified from Audit Fees to Audit Related Fees to conform to
    prevailing industry practice.(2)
    For professional services rendered for the audits of
    consolidated financial statements of the Company (including the
    audit of internal controls over financial reporting), statutory
    audits and the review of the Companys quarterly
    consolidated financial statements.(3)
    For professional services rendered for the audits of financial
    statements of the Company, Celanese AG, statutory audits and the
    review of the Companys quarterly consolidated financial
    statements.(4)
    Primarily for the professional services rendered in connection
    with the IPO, secondary offerings, debt offerings, registration
    statements, consultation on financial accounting and reporting
    standards and employee benefit plan audits.(5)
    Primarily for professional fees related to the preparation of
    tax returns in non-US jurisdictions, assistance with tax audits
    and appeals and technical assistance. 75




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements. page F-1 Form 10-K.
  Page NumberReports of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Statements of Operations


F-4Consolidated
    Balance Sheets


F-5Consolidated
    Statements of Stockholders Equity


F-6Consolidated
    Statements of Cash Flows


F-7Notes to
    Consolidated Financial Statements


F-8   Financial Statement Schedules.
  Form 10-K.
  Exhibit List.
  Form 10-K.
  PLEASE NOTE:
 76




---



##### Table of Contents



SIGNATURES      By:
    /s/  David
    N. Weidman   Title:
    Chief Executive Officer and President   POWER OF
    ATTORNEY
  Form 10-K
    Signature

Title

Date/s/  David
    N. WeidmanDavid
    N. Weidman

Chief Executive Officer and
    President
    (Principal Executive Officer)

February 23, 2007/s/  John
    J.
    Gallagher IIIJohn
    J. Gallagher III

Executive Vice President,
    Chief Financial Officer
    (Principal Financial Officer)

February 23, 2007/s/  Steven
    M. SterinSteven
    M. Sterin

Vice President, Controller
    (Principal Accounting Officer)

February 23, 2007/s/  Chinh
    E. ChuChinh
    E. Chu

Manager

February 23, 2007/s/  Benjamin
    J. JenkinsBenjamin
    J. Jenkins

Manager

February 23, 2007/s/  Anjan
    MukherjeeAnjan
    Mukherjee

Manager

February 23, 2007  77




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageANNUAL CELANESE HOLDINGS LLC
    CONSOLIDATED FINANCIAL STATEMENTSReports of
    Independent Registered Public Accounting Firms


F-2Consolidated
    Statements of Operations for the years ended December 31,
    2006 and 2005, the nine months ended December 31, 2004 and
    the three months ended March 31, 2004


F-4Consolidated
    Balance Sheets as of December 31, 2006 and 2005


F-5Consolidated
    Statements of Shareholders Equity for the years ended
    December 31, 2006 and 2005, the nine months ended
    December 31, 2004 and the three months ended March 31,
    2004


F-6Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006 and 2005, the nine months ended December 31, 2004 and
    the three months ended March 31, 2004


F-7Notes to
    Consolidated Financial Statements


F-8  F-1




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm                   KPMG
    LLP
    F-2




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
           last-in, first-in,
  
      F-3




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Net sales


6,656



6,033



3,718




1,209Cost of sales


(5,214
)


(4,731
)


(3,000
)



(975
)Gross profit


1,442



1,302



718




234Selling, general and administrative
    expenses


(532
)


(506
)


(454
)



(136
)Amortization of intangible assets
    (customer related)


(66
)


(51
)


(43
)



Research and development expenses


(70
)


(91
)


(67
)



(23
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases


5



34



1




Restructuring, impairment and other
    (charges) gains


(15
)


(100
)


(83
)



(28
)Foreign exchange gain (loss), net


(2
)






(3
)



Gain (loss) on disposition of
    assets, net


(9
)


(10
)


3




(1
)Operating profit


753



578



72




46Equity in net earnings of affiliates


86



61



36




12Interest expense


(253
)


(322
)


(239
)



(6
)Interest income


37



33



26




5Other income (expense), net


90



90



(9
)



9Earnings (loss) from continuing
    operations before tax and minority interests


713



440



(114
)



66Income tax provision


(270
)


(61
)


(70
)



(15
)Earnings (loss) from continuing
    operations before minority interests


443



379



(184
)



51Minority interests


(4
)


(37
)


(8
)



Earnings (loss) from continuing
    operations


439



342



(192
)



51Earnings (loss) from discontinued
    operations:Earnings (loss) from operation of
    discontinued operations


(8
)


(3
)


3




1Gain on disposal of discontinued
    operations


5







2




13Income tax benefit


2



4








13Earnings (loss) from discontinued
    operations


(1
)


1



5




27Net earnings (loss)


438



343



(187
)



78    F-4




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)ASSETSCurrent assets:Cash and cash equivalents


790



389Restricted cash


46



Receivables:Trade receivables  third
    party and affiliates, net


1,001



919Other receivables


488



486Inventories


653



650Deferred income taxes


76



37Other assets


69



91Total current assets


3,123



2,572Investments


763



775Property, plant and equipment, net


2,155



2,031Deferred income taxes


22



139Other assets


500



494Goodwill


875



949Intangible assets, net


463



481Total assets


7,901



7,441LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates


309



155Trade payables  third
    party and affiliates


823



811Other current liabilities


788



787Deferred income taxes


18



36Income taxes payable


296



224Total current liabilities


2,234



2,013Long-term debt


2,769



2,903Deferred income taxes


297



285Benefit obligations


889



1,126Other liabilities


443



440Minority interests


74



64Commitments and contingenciesShareholders equity:Common stock, one share issued and
    outstanding as of December 31, 2006 and 2005






Additional paid-in capital


830



807Retained earnings


561



156Loan to shareholder


(227
)


(227
)Accumulated other comprehensive
    income (loss), net


31



(126
)Total shareholders equity


1,195



610Total liabilities and
    shareholders equity


7,901



7,441    F-5




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  AccumulatedRetained


Other








TotalAdditional


Earnings


Comprehensive








ShareholdersCommon


Paid-in


(Accumulated


Income


Loan to


Treasury


EquityStock


Capital


Deficit)


(Loss), Net


Shareholder


Stock


(Deficit)(in $ millions)PredecessorBalance at December 31, 2003


150



2,714



25



(198
)






(109
)


2,582Comprehensive income (loss), net of
    lax:Net earnings










78















78Other comprehensive income (loss):


























Unrealized gain on securities














7











7Foreign currency translation














(46
)










(46
)Other comprehensive loss














(39
)










(39
)Comprehensive income


























39Amortization of deferred
    compensation






1



















1Balance at March 31, 2004


150



2,715



103



(237
)






(109
)


2,622SuccessorContributed Capital






820



















820Comprehensive income (loss), net of
    tax:Net loss










(187
)














(187
)Other comprehensive income (loss):Unrealized loss on securities














(7
)










(7
)Foreign currency translation














7











7Unrealized gain on derivative
    contracts














2











2Additional minimum pension liability














(19
)










(19
)Other comprehensive loss














(17
)










(17
)Comprehensive loss


























(204
)Indemnification of demerger
    liability






3



















3Loan to shareholder


















(227
)






(227
)Stock-based compensation






14



















14Balance at December 31, 2004






837



(187
)


(17
)


(227
)






406Comprehensive income (loss), net of
    lax:Net earnings










343















343Other comprehensive income (loss):Unrealized gain (loss) on securities














3











3Unrealized gain on derivative
    contracts


























Additional minimum pension liability














(117
)










(117
)Foreign currency translation














5











5Other comprehensive loss














(109
)










(109
)Comprehensive income


























234Indemnification of demerger
    liability






5



















5Distribution to Parent






(600
)


















(600
)Settlement of intercompany balances
    with Parent






(9
)


















(9
)Contribution from Parent






572



















572Stock-based compensation






2



















2Balance at December 31, 2005






807



156



(126
)


(227
)






610Comprehensive income (loss), net of
    tax:Net earnings










438















438Other comprehensive income (loss):Unrealized gain on securities














13











13Unrealized gain on derivative
    contracts














2











2Pension and postretirement benefits














137











137Foreign currency translation














5











5Other comprehensive income














157











157Comprehensive income


























Indemnification of demerger
    liability






3



















3Distribution to Parent










(33
)














(33
)Stock-based compensation






20



















20Balance at December 31, 2006






830



561



31



(227
)






1,195    F-6




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Operating activities:Net earnings (loss)


438



343



(187
)



78Adjustments to reconcile net
    earnings (loss) to net cash provided by (used in) operating
    activities:Other (charges) gains, net of
    amounts used


(34
)


30



47




20Stock based compensation


20












2Depreciation


202



218



140




67Amortization of intangible and
    other assets


81



68



41




3Amortization of deferred financing
    fees


13



36



79




Change in equity of affiliates


27



5



(14
)



4Deferred income taxes


125



(85
)


19




(14
)(Gain) loss on disposition of
    assets, net


(8
)


7



(3
)



Minority interests


4



37



8




Loss on extinguishment of debt






55








Operating cash provided by (used
    in) discontinued operations


5



(2
)


9




(146
)Changes in operating assets and
    liabilities:Trade receivables  third
    party and affiliates, net


(28
)


31



(24
)



(87
)Other receivables


(15
)


16



102




(37
)Inventories


16



17



(22
)



(10
)Other current assets


12



(57
)


(8
)



14Trade payables  third
    party and affiliates


(21
)


17



96




(7
)Income taxes payable


62



17



10




38Benefit obligations


(58
)


(50
)


(376
)



(22
)Other liabilities


(83
)


(24
)


36




3Other, net


(8
)


13



(13
)



(8
)Net cash provided by (used in)
    operating activities


750



692



(60
)



(102
)Investing activities:Capital expenditures on property,
    plant and equipment


(252
)


(212
)


(160
)



(44
)Purchases of other long-term assets


(43
)











Acquisitions and related fees, net
    of cash acquired






(918
)


(1,633
)



Net proceeds on sale of businesses
    and assets


23



48



31




Advances to (from) affiliates, net


(8
)


21



(1
)



(5
)Net proceeds from disposal of
    discontinued operations















139Proceeds for Ticona plant relocation


26












Proceeds from sale of marketable
    securities


95



221



132




42Purchases of marketable securities


(65
)


(149
)


(173
)



(42
)Increase in restricted cash


(42
)











Investing cash flows used in
    discontinued operations






75



(6
)



Other, net


(2
)


7



(1
)



1Net cash provided by (used in)
    investing activities


(268
)


(907
)


(1,811
)



91Financing activities:Initial capitalization










820




Proceeds from long-term debt


38



16



1,825




Borrowings under senior credit
    facilities, net






1,135



608




Short-term borrowings (repayments),
    net


13



22



36




(16
)Repayments of long-term debt


(125
)


(1,242
)


(254
)



(27
)Issuance/(purchase) of CAG treasury
    stock










29




Settlement of lease obligations






(31
)







Contribution from Parent






572








Distribution to Parent


(33
)


(600
)







Fees associated with financing






(8
)


(167
)



Loan to shareholder










(227
)



Other, net










14




Net cash provided by (used in)
    financing activities


(107
)


(136
)


2,684




(43
)Exchange rate effects on cash


26



(98
)


25




(1
)Net increase (decrease) in cash and
    cash equivalents


401



(449
)


838




(55
)Cash and cash equivalents at
    beginning of period


389



838








148Cash and cash equivalents at end of
    period


790



389



838




93    F-7




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of the Company    Basis
    of Presentation
    Business Combinations.
  Interim Financial
    Reporting.
  2.
    Acquisition
    of CAG  Original
    Acquisition of CAG
   F-8




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of April 1,2004(In $ millions)Current assets:Cash and cash equivalents


93Receivables


1,468Inventories


568Other current assets


125Investments


777Property plant and equipment


1,726Other non-current assets


518Intangible assets


433Goodwill


747Total assets acquired


6,455Current liabilities:Short-term borrowings and current
    installments of long-term debt


279Accounts payable and accrued
    liabilities


599Other current liabilities


1,166Long term debt


306Benefit obligations


1,370Other long term liabilities


558Total liabilities assumed


4,278Minority interest


451Net assets acquired


1,726              F-9




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Domination
    Agreement
           F-10




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    19-20, July 30-31,
    Organizational Restructuring
    Organizational
    Restructuring
     F-11




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Acquisition
    of Additional CAG Shares
        Pro
    Forma Information
    Year Ended December 31,2005


2004(In $ millions)Net sales


6,033



4,927Operating profit


580



170Net earnings (loss)


384



(94
)    F-12




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Squeeze-Out
    3.
    Celanese
    Corporation, the ultimate parent of Celanese Holdings, Initial
    Public Offering and Concurrent Financings        4.
    Summary
    of Accounting Policies  
    Consolidation principles
   F-13




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Estimates and assumptions
    
    Cash and cash equivalents
    
    Restricted Cash
    
    Inventories
  first-in,
  last-in,
 F-14




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    PredecessorThree Months EndedMarch 31, 2004(In $ millions, exceptper share data)Net earnings prior to adjustment


67Change in inventory valuation
    method


17Income tax effect of change


(6
)Net earnings as adjusted


78Basic earnings per share:(1)Prior to adjustment


1.36Change in inventory valuation
    method, net of tax


0.22As adjusted


1.58Diluted earnings (loss) per
    share:(1)Prior to adjustment


1.35Change in inventory valuation
    method, net of tax


0.22As adjusted


1.57     (1)
    
    Per-share data are based on weighted average shares outstanding.  
    Investments in marketable securities
  available-for-sale
  available-for-sale other-than-temporary,
  
    Investments and equity in net earnings of
    affiliates
  The Equity Method of Accounting for Investments
    in Common Stock Criteria for Applying the Equity Method of Accounting for
    Investments in Common Stock
 F-15




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Property, plant and equipment
    Land Improvements


20 yearsBuildings and Building Improvements


30 yearsMachinery and Equipment


20 years           Impairment of property, plant and equipment
  
    Goodwill and other intangible assets
   F-16




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Impairment of goodwill and other intangible
    assets
      
    Financial instruments
      
    Deferred financing costs
   F-17




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Environmental liabilities
  case-by-case
    
    Legal Fees
    
    Revenue recognition
   F-18




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Stock-based compensation
    Accounting for
    Stock-Based Compensation Accounting for Stock Issued to Employees
    
    Research and development
    
    Insurance loss reserves
   F-19




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Reinsurance receivables
    
    Income taxes
      
    Minority interests
    Ownership PercentageDecember 31,


December 31,2006


2005Celanese AG


98%



98%InfraServ GmbH & Co.
    Oberhausen KG


98%



98%Celanese Polisinteza d.o.o


76%



76%Synthesegasanlage Ruhr GmbH


50%



50%     
    Accounting for Sorbates Matters
   F-20




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Accounting for purchasing agent agreements
    
    Functional and reporting currencies
      
    Reclassifications
    
    Cash flows from discontinued operations
    5.
    Recent
    accounting pronouncements  Inventory Costs, amendment to ARB No. 43
    Chapter 4
  Accounting for Stock Based Compensation Share Based Payment
 F-21




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to Employees
  Exchanges of Nonmonetary Assets, an amendment of APB Opinion
    No. 29, Accounting for Nonmonetary Transactions
  Accounting for Certain Hybrid Financial Instruments
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  An Amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
  Financial Statements  Considering
    the Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements
 F-22




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  beginning-of-year
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Fair Value Measurements
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115
  6.
    Acquisitions,
    divestitures and ventures  Acquisitions:
  
    On April 6, 2004, the Company acquired 84% of CAG. During
    2005, the Company acquired an additional 14% of CAG (See
    Note 2). As a result of the effective registration of the
    Squeeze-Out in the commercial register in December 2006, the
    Company acquired the remaining 2% of CAG in January 2007.
    In February 2005, the Company acquired Vinamul, the North
    American and European emulsion polymer business of Imperial
    Chemical Industries PLC (ICI) for $208 million,
    in addition to direct acquisition costs of $9 million.
    Vinamul operates manufacturing facilities in the United States,
    Canada, the United Kingdom, and the Netherlands. As part of the
    agreement, ICI will continue to supply Vinamul with starch,
    dextrin and other specialty ingredients following the
    acquisition. The Company will supply ICI with vinyl acetate
    monomer and polyvinyl alcohols. The supply agreements are for
    fifteen years, and the pricing is based on market and other
    negotiated terms. The fair value of the supply contract was
    approximately $11 million and was recorded as deferred
    revenue to be amortized over the fifteen year life of the
    agreement. The Company primarily financed this acquisition
    through borrowings of $200 million under the amended and
    restated senior credit facilities (See Note 16). Pro forma
    financial information has not been provided as the acquisition
    did not have a material impact on the Companys results of
    operations. F-23




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    In July 2005, the Company acquired Acetex Corporation
    (Acetex) for $270 million, in addition to
    direct acquisition costs of $16 million and assumed
    Acetexs $247 million of debt, which is net of cash
    acquired of $54 million. Acetex has two primary
    businesses  its Acetyls business and its Specialty
    Polymers and Films business. The Acetyls business is operated in
    Europe and the Polymers and Film businesses are operated in
    North America. The Company acquired Acetex using existing cash.
    Pro forma financial information has not been provided as the
    acquisition did not have a material impact on the Companys
    results of operations.    Vinamul


Acetex(In $ millions)Cash


10



54Inventories


24



79Property, plant, and equipment


152



285Goodwill


44



166Intangible assets


22



62Debt






(316
)Pensions liabilities


(34
)


(28
)Other current assets/liabilities


(1
)


(16
)Net assets acquired


217



286   
    In August 2006, the Company signed a definitive agreement to
    purchase the cellulose acetate flake, tow and film business of
    Acetate Products Limited for a purchase price of approximately
    £57 million ($110 million), subject to certain
    adjustments as defined in the agreement. The transaction closed
    on January 31, 2007. See Note 31 for further
    information.  Ventures:
  
    In August 2005, the Company and Hatco Corporation agreed to wind
    up Estech GmbH, its venture for neopropyl esters. The Company
    recorded an impairment charge of $10 million, included in
    Equity in net earnings of affiliates, related to this matter in
    the year ended December 31, 2005.
    In April 2004, the Company and a group of investors led by
    Conduit Ventures Ltd. entered into a venture, which was named
    Pemeas GmbH. This venture was formed in order to advance the
    commercialization of the Companys fuel cell technology.
    Pemeas GmbH was considered a variable interest entity as defined
    under FIN No. 46. The Company was deemed the primary
    beneficiary of this variable interest entity and, accordingly,
    consolidated this entity in its consolidated financial
    statements. In the period the Company adopted
    FIN No. 46, the consolidation of this entity did not
    have a material impact on the Companys financial position
    or results of operations and cash flows. In December 2005, the
    Company sold its common stock interest in Pemeas GmbH, which
    resulted in the Company no longer being the primary beneficiary.
    The Company recognized a gain of less than $1 million
    related to this sale. In December 2006, the Company sold its
    preferred interest in Pemeas GmbH to BASF, received net proceeds
    from the sale of 9 million and recognized a gain of
    8 million ($11 million). This amount is included
    in Other income (expense), net in the consolidated statement of
    operations.
    On October 1, 2003, Celanese AG and Degussa AG
    (Degussa) completed the combination of their
    European oxo businesses. The venture, European Oxo GmbH
    (EOXO), consists of both companies
    propylene-based oxo chemical activities. CAG contributed net
    assets with a carrying value of $12 million for a 50%
    interest in the venture. CAG retained substantially all the
    accounts receivable, accounts payable and F-24




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  accrued liabilities of its contributed business existing on
    September 30, 2003. In addition, CAG and Degussa each
    committed to fund the venture equally. Under a multi-year
    agreement, Degussa has the option to sell its share in EOXO to
    the Company beginning in January 2008 for a price based on a
    formula which considers the profitability and net debt of the
    venture and the purchase price of rhodium. On August 28,
    2006, Celanese Chemicals Europe GmbH (CCE), a wholly
    owned subsidiary of CAG, entered into an agreement with Degussa
    pursuant to which Degussa granted CCE an option to purchase
    Degussas interest in EOXO for a purchase price not
    materially different than the previously described formula and
    the assumption of certain liabilities. The option is exercisable
    until June 30, 2007 and is subject to certain conditions.
    Degussa has given notice that if CCE does not exercise its
    option to purchase by June 30, 2007, Degussa will exercise
    its right to sell its interest in EOXO to the Company beginning
    in 2008 for a price based on the aforementioned formula. In
    connection with the sale of the Companys oxo products and
    derivatives business, the Company exercised its option and
    purchased Degussas 50% interest on February 23, 2007,
    which will be subsequently sold to Advent International (See
    Note 31). The Companys European oxo business is part
    of its Chemical Products segment. The Company reports its
    investment in EOXO using the equity method of accounting.  Divestitures:
    Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Net Sales


12



82



131




67Cost of sales


(14
)


(76
)


(115
)



(64
)Gross profit (loss)


(2
)


6



16




3Operating profit (loss)


(8
)


(3
)


3




1Gain on disposal of discontinued
    operations


5







2




13Tax benefit from operation of
    discontinued operations


2



4








13Earnings (loss) from discontinued
    operations


(1
)


1



5




27   2006
  
    During the third quarter of 2006, the Company discontinued its
    Pentaerythritol (PE) operations, which were included
    in the Chemical Products segment. As a result, the earnings
    (loss) from operations related to the PE operations are
    reflected as a component of discontinued operations in the
    consolidated statements of operations.  2005
  
    In October 2004, the Company announced plans to implement a
    strategic restructuring of its acetate business to increase
    efficiency, reduce overcapacity in certain areas and to focus on
    products and markets that provide long-term value. As part of
    this restructuring, the Company announced its plans to
    discontinue its filament operations, which were included in the
    Acetate Products segment, prior to December 31, 2005 and to F-25




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  consolidate its acetate flake and tow manufacturing operations.
    During the fourth quarter of 2005, the Company discontinued its
    filament operations. As a result, the earnings (loss) from
    operations related to the filament operations are reflected as a
    component of discontinued operations in the consolidated
    statements of operations.  
    In July 2005, in connection with the Vinamul transaction, the
    Company agreed to sell its emulsion powders business to ICI for
    approximately $25 million. This transaction included a
    supply agreement whereby the Company supplies product to ICI for
    a period of up to fifteen years. In connection with the sale,
    the Company reduced goodwill related to the acquisition of
    Vinamul by $6 million. The transaction closed in September
    2005.
    In October 2005, the Company sold its Rock Hill, SC
    manufacturing facility for $4 million in cash. As a result
    the Company derecognized $12 million of asset retirement
    obligations and $7 million of environmental liabilities
    which were legally transferred to the buyer, and recorded a gain
    of $23 million.
    In December 2005, the Company sold its Cyclo-olefine Copolymer
    (COC) business to a venture of Japans Daicel
    Chemical Industries Ltd. (Daicel) and Polyplastics
    Co. Ltd. (Polyplastics). Daicel holds a majority
    stake in the venture with 55% interest and Polyplastics, which
    itself is a venture between the Company and Daicel, owns the
    remaining 45%. The transaction resulted in a loss of
    approximately $35 million.  7.
    Securities
    Available for Sale  available-for-sale
  Amortized


Unrealized


Unrealized


FairCost


Gain


Loss


Value(In $ millions)At December 31,
    2006Debt securitiesU.S. government


69



1



(1
)


69U.S. corporate


54







(1
)


53Total debt securities


123



1



(2
)


122Bank certificates of deposit


10











10Equity securities


59



11







70Mortgage-backed securities


58







(1
)


57Money markets deposits and other
    securities


6











6256



12



(3
)


265 F-26




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Amortized


Unrealized


Unrealized


FairCost


Gain


Loss


Value(In $ millions)At December 31,
    2005Debt securitiesU.S. government


77







(3
)


74U.S. corporate


73







(1
)


72Total debt securities


150







(4
)


146Bank certificates of deposit


1











1Equity securities


65



2







67Mortgage-backed securities


63







(2
)


61Money markets deposits and other
    securities


5











5284



2



(6
)


280     AmortizedCost


Fair Value(In $ millions)Within one year(1)


30



30From one to five years


56



55From six to ten years


47



46Greater than ten years


63



64196



195     (1)
    
    Proceeds received from fixed maturities that mature within one
    year are expected to be reinvested into additional securities
    upon such maturity.    8.
    Receivables,
    net  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Trade receivables 
    third party and affiliates


1,017



935Allowance for doubtful
    accounts  third party and affiliates


(16
)


(16
)Subtotal


1,001



919Reinsurance receivables


85



117Other


403



369Net receivables


1,489



1,405    F-27




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Inventories  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Finished goods


500



504Work-in-process


33



27Raw materials and supplies


120



119Total inventories


653



650       10.
    Investments  Equity
    Method
    Carrying


Share of Earnings (Loss)Ownership Percentage


Value


Successor



PredecessorSuccessor


Successor








Nine Months



Three MonthsAs of


As of


As of


As of


Year Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,


December 31,


December 31,


December 31,


December 31,



March 31,Segment

2006


2005


2006


2005


2006


2005


2004



2004(In $ millions)Estech GmbH & Co. KG

Chemical Products


51.0
%


51.0
%














(10
)


(3
)



European Oxo GmbH

Chemical Products


50.0
%


50.0
%


26



13



10



10



(5
)



(3
)Erfei, A.I.E

Chemical Products


45.0
%


45.0
%


1



1
















Fortron Industries

Technical Polymers Ticona
    (Ticona)


50.0
%


50.0
%


63



57



14



11



6




2Korea Engineering Plastics Co.,
    Ltd.

Ticona


50.0
%


50.0
%


160



146



13



14



11




3Polyplastics Co., Ltd.

Ticona


45.0
%


45.0
%


136



179



26



24



17




7InfraServ GmbH & Co.
    Gendorf KG

Other


39.0
%


39.0
%


26



23



4



4



3




1InfraServ GmbH & Co.
    Höchst KG

Other


31.2
%


31.2
%


136



115



14



7



5




2InfraServ GmbH & Co.
    Knapsack KG

Other


28.2
%


28.2
%


18



17



1



1



1




Sherbrooke Capital Health and
    Wellness, L.P.

Performance Products


10.0
%


10.0
%


4



4



1







1




Total












570



555



83



61



36




12   F-28




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Affiliates totals:Net earnings


197



138



94




27Successor/Predecessors share:Net earnings


83
(1)


61



36




12Dividends and other distributions


109



66



22




16     (1)
    
    Amount does not include a $3 million liquidating dividend
    from Clear Lake Methanol Partners.  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Total assets


2,505



2,295Total liabilities


1,411



1,183Interests of others


675



679Successors share of equity


419



433Excess of cost over underlying
    equity in net assets acquired


151



122Successors carrying value of
    investments


570



555     Cost
    Investments
    Successor


SuccessorOwnership


Ownership


Carrying Value


Carrying Value% as of


% as of


As of


As ofDecember 31,


December 31,


December 31,


December 31,2006


2005


2006


2005(In $ millions)National Methanol Company
    (Ibn Sina)


25
%


25
%


54



54Kunming Cellulose Fibers Co.
    Ltd.


30
%


30
%


15



15Nantong Cellulose Fibers Co.
    Ltd.


31
%


31
%


77



77Zhuhai Cellulose Fibers Co.
    Ltd.


30
%


30
%


15



15InfraServ GmbH & Co.
    Wiesbaden KG


8
%


8
%


6



13Other










26



46Total










193



220    F-29




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  day-to-day
    11.
    Property,
    Plant and Equipment  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Land


64



56Land improvements


51



52Buildings


353



335Machinery and equipment


2,089



1,890Construction in progress


285



173Property, plant and equipment,
    gross


2,842



2,506Less: accumulated depreciation


(687
)


(475
)Property, plant and equipment, net


2,155



2,031      F-30




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Goodwill  Chemical


Acetate





PerformanceProducts


Products


Ticona


Products


Other


Total(In $ millions)Carrying value of goodwill
    associated with the Acquisition (See Note 2) as of
    December 31, 2004


193



180



290



84







747Acquisition of CAG


(11
)


8



(16
)


(7
)






(26
)Acquisition of Acetex


149















17



166Acquisition of Vinamul


44



















44Exchange rate changes


5







11



2







18Carrying value of goodwill as of
    December 31, 2005


380



188



285



79



17



949Acquisition of Acetex 
    adjustments


17















(6
)


11Acquisition of CAG


(27
)


(32
)


(26
)


(1
)






(86
)Exchange rate changes


(2
)






(3
)


6







1Carrying value of goodwill as of
    December 31, 2006


368



156



256



84



11



875       13.
    Intangible
    Assets  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Trademarks and tradenames


74



73Customer related intangible assets


526



474Developed technology


12



12Covenants not to compete


15



11Total intangible assets, gross


627



570Less: accumulated amortization


(164
)


(89
)Total intangible assets, net


463



481  F-31




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          14.
    Other
    Current Liabilities  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Accrued salaries and benefits


198



159Environmental liabilities (See
    Note 18)


26



25Accrued restructuring (See
    Note 20)


34



45Insurance liabilities


68



141Sorbates litigation


148



129Other


314



288Total other current liabilities


788



787   15.
    Other
    Liabilities  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Environmental liabilities (See
    Note 18)


88



99Insurance liabilities


86



87Other


269



254Total other liabilities


443



440    F-32




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Balance at beginning of period


54



52



48




47Additions


10



9



12




Accretion


3



4



1




1Payments


(2
)


(9
)


(1
)



(1
)Divestitures(1)






(12
)







Purchase accounting adjustments






9



(9
)



Revisions to cash flow estimates


(7
)






(1
)



1Exchange rate changes


1



1



2




Balance at end of period


59



54



52




48     (1)
    
    Relates to sale of the Rock Hill plant (See Note 6).   F-33




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Debt  SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Short-term borrowings and
    current installments of long-term debt  third party
    and AffiliatesCurrent installments of long-term
    debt


127



20Short-term borrowings, principally
    comprised of amounts due to Affiliates


182



135Total short-term borrowings and
    current installments of long-term debt  third party
    and Affiliates


309



155Long-term
    debtSenior Credit Facilities: Term
    Loan facility


1,622



1,708Senior Subordinated
    Notes 9.625%, due 2014


799



800Senior Subordinated
    Notes 10.375%, due 2014


171



153Term notes 7.125%, due 2009


14



14Pollution control and industrial
    revenue bonds, interest rates ranging from 5.2% to 6.7%, due at
    various dates through 2030


191



191Obligations under capital leases
    and other secured borrowings due at various dates through 2023


30



28Other borrowings


69



29Subtotal


2,896



2,923Less: Current installments of
    long-term debt


127



20Total long-term debt


2,769



2,903   Interest
    Expense
  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Accelerated amortization of
    deferred financing costs on early redemption and prepayment of
    debt


1



23



71




Premium paid on early redemption
    of debt






55



21




Other interest expense


252



244



147




6Total interest expense


253



322



239




6   Senior Credit Facilities. same-day
 F-34




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                  Senior Subordinated Notes.
  Other Financial Arrangements. 7 8
 F-35




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Covenants.
            
    incur additional indebtedness or issue preferred stock;
    pay dividends on or make other distributions or repurchase the
    respective issuers capital stock;
    make investments;
    enter into certain transactions with affiliates;
    limit dividends or other payments by BCP Crystals
    restricted subsidiaries to it;
    create liens or other pari passu on subordinated indebtedness
    without securing the respective notes;
    designate subsidiaries as unrestricted subsidiaries; and
    sell certain assets or merge with or into other companies.       F-36




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Total(In $ millions)2007


3092008


252009


502010


392011


1,485Thereafter(1)


1,170Total


3,078     (1)
    
    Includes $2 million purchase accounting adjustment to
    assumed debt.  17.
    Benefit
    Obligations  Pension obligations.
            Other postretirement obligations.
 F-37




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      pre-1993
  Impact of SFAS No. 158.
  Incremental
    Effect of Applying SFAS No. 158 on Individual Line
    Items in the Consolidated Balance Sheet at
    December 31, 2006
 (in $ millions)AdjustmentstoBefore


reduce





AfterApplication of


Minimum


SFAS No. 158


Application ofSFAS No. 158


Liability


Adjustments


SFAS No. 158Deferred income taxes


41



(19
)






22Total assets


7,920



(19
)






7,901Other current liabilities


732







56



788Benefit obligations


832



(156
)


213



889Total liabilities


6,593



(156
)


269



6,706Accumulated other comprehensive
    income (loss), net


163



137



(269
)


31Total shareholders equity


1,327



137



(269
)


1,195  F-38




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension Benefits


Postretirement BenefitsSuccessor


SuccessorAs of December 31,


As of December 31,2006


2005


2006


2005(In $ millions)Change in projected benefit
    obligationProjected benefit obligation at
    beginning of period


3,407



3,122



377



421Service cost


40



40



2



3Interest cost


183



181



20



23Participant contributions


1



1



18



15Plan amendments


1



(2
)


(1
)


Actuarial losses (gains)(1)


(115
)


163



(14
)


(44
)Acquisitions






128







24Special termination benefits


3



1







Divestitures


(1
)










Settlements


(9
)


(12
)






Benefits paid


(205
)


(189
)


(59
)


(63
)Transfers






(1
)






Curtailments






(1
)


(1
)


(3
)Foreign currency exchange rate
    changes


32



(24
)


1



1Other


6











Projected benefit obligation at end
    of period


3,343



3,407



343



377Change in plan assetsFair value of plan assets at
    beginning of period


2,603



2,486







Actual return on plan assets


332



201







Employer contributions


53



44



41



48Participant contributions


1



1



18



15Acquisitions






85







Settlements


(9
)


(12
)






Benefits paid


(205
)


(189
)


(59
)


(63
)Foreign currency exchange rate
    changes


20



(13
)






Other


7











Fair value of plan assets at end of
    period


2,802



2,603







Funded status and net amounts
    recognizedPlan assets less than benefit
    obligation


(541
)


(804
)


(343
)


(377
)Unrecognized prior service cost


(1
)


(2
)


(1
)


Unrecognized actuarial (gain) loss


64



302



(44
)


(31
)Net amount recognized in the
    consolidated balance sheets


(478
)


(504
)


(388
)


(408
)Amounts recognized in the
    accompanying consolidated balance sheets consist of:Accrued benefit liability


(541
)


(660
)


(343
)


(408
)Other comprehensive income(2)


63



156



(45
)


Net amount recognized in the
    consolidated balance sheets


(478
)


(504
)


(388
)


(408
)Non-current assets


4











Current liabilities


(22
)






(38
)


Non-current liabilities


(523
)


(660
)


(305
)


(408
)     (1)
    
    Primarily relates to change in discount rates.(2)
    
    Amount shown net of tax in the consolidated statements of
    shareholders equity. See Note 21 for the related tax
    associated with the pension and postretirement benefit
    obligations.  F-39




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension Benefits


Postretirement BenefitsSuccessor


SuccessorAs of December 31,


As of December 31,2006


2005


2006


2005Weighted-average assumptions
    used to determine benefit obligationsDiscount rate:U.S. plans


5.88
%


5.63
%


5.88
%


5.63
%International plans


4.70
%


4.54
%


4.80
%


4.97
%Combined


5.68
%


5.46
%


5.79
%


5.57
%Rate of compensation increase:U.S. plans


4.00
%


4.00
%


4.00
%


4.00
%International plans


3.18
%


3.26
%


3.53
%


3.26
%Combined


3.73
%


3.81
%


3.92
%


3.81
%     SuccessorAs of December 31,2006


2005(In $ millions)Projected benefit obligation


3,264



3,367Accumulated benefit obligation


3,124



3,204Fair value of plan assets


2,723



2,563     Successor



Predecessor



Successor



PredecessorPension Benefits



Postretirement BenefitsNine Months



Three Months









Nine Months



Three MonthsYear Ended


Year Ended


Ended



Ended



Year Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,



December 31,


December 31,


December 31,



March 31,2006


2005


2004



2004



2006


2005


2004



2004(In $ millions)Components of net periodic
    benefit costService cost


40



40



30




9




2



3



2




1Interest cost


183



181



131




40




20



23



19




6Expected return on plan assets


(207
)


(200
)


(131
)



(40
)
















Amortization of prior service cost
    (benefit)


1












1












(1
)



(1
)Recognized actuarial loss


2



1



2




6












1




2Curtailment (gain) loss


1



2













(1
)


(1
)







Settlement loss






1



4






















Special termination benefits


3



1



3






















Net periodic benefit cost


23



26



39




16




21



25



21




8   F-40




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Successor



Predecessor



Successor



PredecessorPension Benefits



Postretirement BenefitsNine Months



Three Months









Nine Months



Three MonthsYear Ended


Year Ended


Ended



Ended



Year Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,



December 31,


December 31,


December 31,



March 31,2006


2005


2004



2004



2006


2005


2004



2004(In $ millions)Changes in other comprehensive
    incomeNet periodic cost


23



26



39




16




21



25



21




8Other changes in plan assets and
    benefit obligations


(155
)





























Current year actuarial loss/(gain)


64



117



19









(44
)











Current year prior service benefit


(1
)
















(1
)











Amortization of net (loss)/gain

































Total recognized in other
    comprehensive income


(92
)


117



19









(45
)











Total


(69
)


143



58




16




(24
)


25



21




8   Pension Benefits


Postretirement BenefitsSuccessor


SuccessorAs of December 31,


As of December 31,2006


2005


2006


2005Amounts recognized in
    Accumulated other comprehensive income (loss), netNet actuarial loss/(gain)(1)


64



156



(44
)


Prior service cost (benefit)(1)


(1
)






(1
)


Total recognized in Accumulated
    other comprehensive (income) loss, net


63



156



(45
)


     (1)
    
    Amount shown net of tax in the consolidated statement of
    shareholders equity.  Pension


PostretirementBenefits


Benefits2007 estimated amounts
    amortized from Accumulated other comprehensive income (loss),
    net into net periodic costActuarial (gains)/loss


1



(2
)Total


1



(2
)  F-41




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



Predecessor



Successor



PredecessorPension Benefits



Postretirement BenefitsNine Months



Three Months









Nine Months



Three MonthsYear Ended


Year Ended


Ended



Ended



Year Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,



December 31,


December 31,


December 31,



March 31,2006


2005


2004



2004



2006


2005


2004



2004Weighted-average assumptions
    used to determine net costDiscount rate:U.S. plans


5.63
%


5.88
%


6.25
%



6.25
%



5.63
%


5.88
%


6.25
%



6.25
%International plans


4.54
%


5.50
%


6.00
%



5.70
%



4.97
%


5.68
%


6.00
%



6.00
%Combined


5.46
%


5.85
%


6.20
%



6.20
%



5.57
%


5.86
%


6.25
%



6.25
%Expected return on plan assets:U.S. plans


8.50
%


8.50
%


8.50
%



8.50
%



N/A



N/A



N/A




N/AInternational plans


6.30
%


6.25
%


7.35
%



7.35
%



N/A



N/A



N/A




N/ACombined


8.17
%


8.19
%


8.40
%



8.40
%



N/A



N/A



N/A




N/ARate of compensation increase:




















N/A



N/A



N/A




N/AU.S. plans


4.00
%


4.00
%


4.00
%



4.00
%



N/A



N/A



N/A




N/AInternational plans


3.26
%


3.25
%


3.25
%



3.25
%



N/A



N/A



N/A




N/ACombined


3.81
%


3.80
%


3.80
%



3.80
%



N/A



N/A



N/A




N/A      F-42




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Plan
    Assets
  WeightedAverage


Percentage ofTarget


Plan Assets atAllocation


December 31,Asset Category  US

2007


2006


2005Equity securities


70
%


69
%


77
%Debt securities


30
%


31
%


22
%Real estate and other


0
%


0
%


1
%Total






100
%


100
%   WeightedAverage


Percentage ofTarget


Plan Assets atAllocation


December 31,Asset Category  International

2007


2006


2005Equity securities


45
%


50
%


49
%Debt securities


53
%


49
%


46
%Real estate and other


2
%


1
%


5
%Total






100
%


100
%        F-43




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Pension


PostretirementEmployer Contributions

Benefits


Benefits(In $ millions)2007


49



38   PostretirementBenefitPension





ExpectedBenefit





FederalPayments(1)


Payments


Subsidy(In $ millions)2007


239



38



92008


201



35



72009


197



32



72010


197



30



82011


199



36



2012-2016


1,066



154



     (1)
    
    Payments are expected to be made primarily from plan assets.    One Percent


One PercentIncrease


Decrease(In $ millions)Effect on postretirement obligation


4



(3
)       SuccessorAs of


As ofDecember 31,


December 31,Other Obligations

2006


2005(In $ millions)Long-term disability


40



49Other


21



9Total


61



58    F-44




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18.
    Environmental  General
    Remediation
      German InfraServs
 F-45




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Company

Ownership %


Liability %InfraServ GmbH & Co.
    Gendorf KG


39.0
%


10.0
%InfraServ GmbH & Co.
    Oberhausen KG


98.0
%


96.0
%InfraServ GmbH & Co.
    Knapsack KG


28.2
%


22.0
%InfraServ GmbH & Co.
    Kelsterbach KG


100.0
%


100.0
%InfraServ GmbH & Co.
    Höchst KG


31.2
%


40.0
%InfraServ GmbH & Co.
    Wiesbaden KG


7.9
%


0.0
%InfraServ Verwaltungs GmbH


100.0
%


0.0
%   U.S. Superfund Sites
 F-46




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Hoechst Liabilities
  19.
    Shareholders
    Equity      Additional
    Paid-in Capital
     F-47




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accumulated
    Other Comprehensive Income (Loss), net
      AccumulatedUnrealized





Pension and


Unrealized


OtherGain (Loss) on


Foreign


Postretirement


Gain/(Loss)


ComprehensiveMarketable


Currency


Benefit


on Derivative


IncomeSecurities


Translation


Obligation


Contracts


(Loss), Net(In $ millions)PredecessorBalance at December 31, 2003


10



243



(448
)


(3
)


(198
)Current-period change


7



(46
)










(39
)Balance at March 31, 2004


17



197



(448
)


(3
)


(237
)SuccessorCurrent-period change


(7
)


7



(19
)


2



(17
)Balance at December 31, 2004


(7
)


7



(19
)


2



(17
)Current-period change


3



5



(117
)






(109
)Balance at December 31, 2005


(4
)


12



(136
)


2



(126
)Current-period change


13



5



137



2



157Balance at December 31, 2006


9



17



1



4



31   Dividends
    20.
    Other
    (Charges) Gains, Net   F-48




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Employee termination benefits


(12
)


(23
)


(8
)



(2
)Plant/office closures


1



(4
)


(45
)



Restructuring adjustments










3




Total Restructuring


(11
)


(27
)


(50
)



(2
)Environmental related plant
    closures






(12
)







Plumbing actions


5



34



1




Asset impairments






(25
)


(32
)



Other


(4
)


(36
)


(1
)



(26
)Total other (charges) gains, net


(10
)


(66
)


(82
)



(28
)   2006
      2005
       F-49




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2004
          EmployeeTermination


Plant/OfficeBenefits


Closures


Total(In $ millions)Restructuring reserve at
    December 31, 2004


72



14



86Currency translation adjustments


(2
)


1



(1
)Restructuring additions


27



8



35Cash and non-cash uses


(44
)


(9
)


(53
)Other changes


(2
)






(2
)Restructuring reserve at
    December 31, 2005


51



14



65Currency translation adjustments


2







2Restructuring additions


12



5



17Cash uses


(37
)


(6
)


(43
)Other






(6
)


(6
)Restructuring reserve at
    December 31, 2006


28



7



35     21.
    Income
    Taxes     F-50




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Earnings (loss) from continuing
    operations before income tax and minority interests:U.S.


202



(17
)


(86
)



(10
)Germany


183



58



(117
)



14Other


328



399



89




62Total


713



440



(114
)



66Provision (benefit) for income
    taxes:Current:U.S.


68



4



2




(2
)Germany


33



41



19




17Other


33



55



36




7Total current


134



100



57




22Deferred:U.S.


80



7








2Germany


48



(43
)


(12
)



(5
)Other


8



(3
)


25




(4
)Total deferred


136



(39
)


13




(7
)Income tax provision


270



61



70




15  F-51




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Income tax provision (benefit)
    computed at statutory tax rates


250



154



(40
)



27Increase (decrease) in taxes
    resulting from:Change in valuation allowance


(3
)


(31
)


109




Equity income and dividends


5



12



10




(2
)Expenses not resulting in tax
    benefits


15



10



34




Subpart F income


28



12



4




1Other foreign tax rate
    differentials(1)


(58
)


(104
)


(43
)



(19
)State income tax


9



3



2




2Other taxes


16



10



6




2Other


8



(5
)


(12
)



4Income tax provision


270



61



70




15     (1)
    
    includes impact of earnings from Singapore subject to a tax
    holiday, which expires between 2007 and 2013.       F-52




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Pension and postretirement
    obligations


331



393Accrued expenses


95



103Net operating loss and tax credit
    carryforwards


257



457Investments


34



11Other


(21
)


16Subtotal


696



980Valuation allowance(1)


(416
)


(681
)Deferred tax assets


280



299Depreciation and amortization


436



376Interest


26



26Inventory


(8
)


8Other


43



34Deferred tax liabilities


497



444Net deferred tax assets
    (liabilities)


(217
)


(145
)     (1)
    
    Includes deferred tax asset valuation allowances primarily for
    the Companys deferred tax assets in the U.S., Mexico,
    France and certain Canadian entities, as well as other foreign
    jurisdictions. These valuation allowances relate to net
    operating loss carryforward benefits and other net deferred tax
    assets, all of which may not be realizable.  93-7, Uncertainties Related to Income Taxes in a Purchase Business
    Combination
 F-53




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
           F-54




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   22.
    Stock-Based
    and Other Management Compensation Plans      Deferred
    compensation
    Long-term
    incentive plan
    Discounted
    Shares
    Stock-based
    compensation
   F-55




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          SuccessorYear Ended December 31,2006


2005Risk free interest rate


5.0
%


4.0
%Estimated life in years


7.2



7.5Dividend yield


0.81
%


0.78
%Volatility


31.2
%


26.2
%Expected annual forfeiture rate


5.9
%


0.5
%    F-56




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended December 31, 2006Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Grant


Contractual


IntrinsicOptions


Price in $


Term


Value(In millions)








(In $ millions)Outstanding at beginning of year


12



16.15Granted


2



20.87Exercised






16.30Forfeited


(1
)


16.14Outstanding at end of year


13



16.81



7.0



113Exercisable and expected to
    exercise in the future at December 31, 2006


8



16.92



7.0



71Options exercisable at end of year


7



16.09



6.6



72     Prior
    Period Pro Forma Presentations
  Accounting for Stock-Based Compensation 
    Transition and Disclosure, an amendment of FASB Statement
    No. 123
  Year


Nine MonthsEnded


EndedDecember 31,


December 31,2005


2004Net


NetEarnings


Earnings (Loss)(In $ millions)Net earnings available to common
    shareholders as reported


267



(253
)Add: stock-based employee
    compensation expense included in reported net earnings, net of
    the related tax effects


1



Less: stock-based compensation
    under SFAS No. 123, net of the related tax effects


(9
)


(6
)Pro forma net earnings available
    to common shareholders


259



(259
)   23.
    Leases   F-57




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


Operating(In $ millions)2007


5



752008


5



702009


4



512010


4



422011


4



33Later years


19



68Sublease income






(2
)Minimum lease commitments


41



337Less amounts representing interest


16Present value of net minimum lease
    obligations


25       24.
    Financial
    Instruments  Interest
    Rate Risk Management
         F-58




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Foreign
    Exchange Risk Management
        Commodity
    Risk Management
     F-59




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
    SuccessorAs of


As ofDecember 31,


December 31,2006


2005Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In $ millions)Cost investments


193



193



220



220Marketable securities


265



265



280



280Insurance contracts in Rabbi Trusts


72



72



75



75Long-term debt


2,769



2,885



2,903



3,045Cross currency swap


(37
)


(37
)


(4
)


(4
)Interest rate swap


3



3



1



1Foreign currency forward contracts


(5
)


(5
)


3



3     available-for-sale.
    25.
    Commitments
    and Contingencies   F-60




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Plumbing
    Actions
    non-class
          Sorbates
    Antitrust Actions
   F-61




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Freeman v. Daicel et al.
  New York v. Daicel Chemical Industries Ltd.,
    et al.
      Acetic
    Acid Patent Infringement Matters
  Celanese International Corporation v. China
    Petrochemical Development Corporation  Taiwan
    Kaohsiung District Court.
 F-62




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1991-2000,
  Shareholder
    Litigation
    19-20,
  July 30-31,
   F-63




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Guarantees
  and/or
   F-64




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Demerger
    Obligations
    
    The Company agreed to indemnify Hoechst for environmental
    liabilities associated with contamination arising under 19
    divestiture agreements entered into by Hoechst prior to the
    demerger.    
    The Company will indemnify Hoechst against those liabilities up
    to 250 million;
    Hoechst will bear those liabilities exceeding
    250 million, however the Company will reimburse
    Hoechst for one-third of those liabilities for amounts that
    exceed 750 million in the aggregate.        Divestiture
    Obligations
    and/or
   F-65




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Plumbing
    Insurance Indemnifications
  ® and/or
      Plumbing Actions
  Polyester
    Staple Antitrust Litigation
        Other
    Obligations
  
    The Company is secondarily liable under a lease agreement
    pursuant to which the Company has assigned a direct obligation
    to a third party. The lease assumed by the third party expires
    on April 30, 2012. The lease liability for the period from
    January 1, 2007 to April 30, 2012 is estimated to be
    approximately $41 million.
    The Company has agreed to indemnify various insurance carriers,
    for amounts not in excess of the settlements received, from
    claims made against these carriers subsequent to the settlement.
    The aggregate amount of guarantees under these settlements is
    approximately $10 million, which is unlimited in term. F-66




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Other
    Matters
  take-or-pay
          Export
    Control Investigation
   F-67




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        26.
    Supplemental
    Cash Flow Information  Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Cash paid for:Taxes, net of refunds


101



65



25




14Interest, net of amounts
    capitalized


239



289



157




48Noncash investing and financing
    activities:Fair value adjustment to
    securities
    available-for-sale,
    net of tax


13



3



(7
)



7Settlement of demerger liability,
    net of tax


3



5



3




  F-68




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  27.
    Business
    and Geographical Segments    Chemical


Acetate





Performance


Total


OtherProducts


Products


Ticona


Products


Segments


Activities


Reconciliation


Consolidated(In $ millions)SuccessorAs of and for the year ended
    December 31, 2006:Sales to external customers


4,608



700



915



176



6,399



257







6,656Inter-segment revenues


134















134







(134
)


Earnings (loss) from continuing
    operations before tax and minority interests


709



128



201



49



1,087



(374
)






713Depreciation and Amortization


155



24



65



15



259



24







283Capital expenditures


142



73



27



2



244



8







252Other charges (gains), net


7



(1
)


(6
)










10







10Goodwill and intangible assets


557



183



429



140



1,309



29







1,338Total assets


3,489



711



1,584



361



6,145



1,756







7,901As of and for the year ended
    December 31, 2005:Sales to external customers


4,163



659



887



180



5,889



144







6,033Inter-segment revenues


136















136







(136
)


Earnings (loss) from continuing
    operations before tax and minority interests


667



71



116



46



900



(460
)






440Depreciation and Amortization


167



29



60



13



269



17







286Capital expenditures


111



35



54



3



203



9







212Other charges (gains), net


18



9



(8
)






19



47







66Goodwill and intangible assets


569



218



466



140



1,393



37







1,430Total assets


3,280



691



1,583



342



5,896



1,545







7,441 F-69




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Chemical


Acetate





Performance


Total


OtherProducts


Products


Ticona


Products


Segments


Activities


Reconciliation


Consolidated(In $ millions)For the nine months ended
    December 31, 2004Sales to external customers


2,465



441



636



131



3,673



45







3,718Inter-segment revenues


82















82







(82
)


Earnings (loss) from continuing
    operations before tax and minority interests


265



(13
)


26



15



293



(407
)






(114
)Depreciation and Amortization


89



30



48



10



177



4







181Capital expenditures


59



31



64



3



157



3







160Other charges (gains), net


3



41



37







81



1







82PredecessorFor the three months ended
    March 31, 2004Sales to external customers


780



147



227



44



1,198



11







1,209Inter-segment revenues


29















29







(29
)


Earnings (loss) from continuing
    operations before tax and minority interests


63



4



45



11



123



(57
)






66Depreciation and Amortization


39



11



16



2



68



2







70Capital expenditures


15



8



20







43



1







44Other charges (gains), net


1







1







2



26







28   Business
    Segments
  Chemical Products
  Acetate Products
  Ticona,
  Performance Products
     F-70




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Geographical
    Segments
    Successor



PredecessorAs of and for the


As of and for the


For the Nine



For the ThreeYear Ended


Year Ended


Months Ended



Months EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Net salesUnited States


2,148



2,046



1,252




413Non-United
    States


4,508



3,987



2,466




796Total


6,656



6,033



3,718




1,209Significant
    Non-United
    States net sales sources include:Germany


2,251



1,897



1,256




416Singapore


771



696



419




123Canada


535



438



211




66Mexico


303



306



221




65   Successor



PredecessorAs of and for the


As of and for the


For the Nine



For the ThreeYear Ended


Year Ended


Months Ended



Months EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Property, plant and equipment,
    netUnited States


861



870Non-United
    States


1,294



1,161Total


2,155



2,031Significant
    Non-United
    States property, plant and equipment, net sources include:Germany


530



480Singapore


98



103Canada


149



165Mexico


130



97  F-71




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.
    Transactions
    and Relationships with Affiliates and Related Parties    Successor



PredecessorNine Months



Three MonthsYear Ended


Year Ended


Ended



EndedDecember 31,


December 31,


December 31,



March 31,2006


2005


2004



2004(In $ millions)Statements of
    OperationsPurchases from Affiliates(1)


274



290



232




77Sales to Affiliates(1)


128



157



135




42Interest income from Affiliates


1



1



1




Interest expense to Affiliates


5



3



3




   SuccessorAs of


As ofDecember 31,


December 31,2006


2005(In $ millions)Balance SheetsTrade and other receivables from
    Affiliates


28



31Current notes receivable
    (including interest) from Affiliates


41



39Total receivables from Affiliates


69



70Accounts payable and other
    liabilities due Affiliates


24



55Short-term borrowings from
    Affiliates(2)


182



135Total due Affiliates


206



190     (1)
    
    Purchases/Sales from/to AffiliatesPurchases and sales from/to Affiliates are accounted for at
    prices which, in the opinion of the Company, approximate those
    charged to third party customers for similar goods or services.(2)
    
    Short-term borrowings from Affiliates (See Note 16)       F-72




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Form S-1
  29.
    Consolidating
    Guarantor Financial Information  5 8 3 8
           F-73




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidated
    Statement of Operations Information
  SuccessorFor the Year Ended December 31, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










3,055



4,758



(1,157
)


6,656Cost of sales










(2,358
)


(4,012
)


1,156



(5,214
)Gross profit










697



746



(1
)


1,442Selling, general and
    administrative expenses






1



(260
)


(273
)






(532
)Amortization of intangible assets
    (customer related)










(14
)


(52
)






(66
)Research and development expenses










(38
)


(32
)






(70
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases














5







5Restructuring, impairment and
    other (charges) gains










(3
)


(12
)






(15
)Foreign exchange gain (loss), net














(2
)






(2
)Gain (loss) on disposition of
    assets, net










(7
)


(2
)






(9
)Operating profit






1



375



378



(1
)


753Equity in net earnings of
    affiliates


438



492



177



55



(1,076
)


86Interest expense






(223
)


(174
)


(43
)


187



(253
)Interest income






164



15



45



(187
)


37Other income (expense), net






4



8



78







90Earnings from continuing
    operations before tax and minority interests


438



438



401



513



(1,077
)


713Income tax provision










(179
)


(91
)






(270
)Earnings from continuing
    operations before minority interests


438



438



222



422



(1,077
)


443Minority interests














(4
)






(4
)Earnings from continuing operations


438



438



222



418



(1,077
)


439Loss from discontinued operations










(1
)










(1
)Net earnings


438



438



221



418



(1,077
)


438  F-74




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidated
    Statement of Operations Information
  SuccessorFor the Year Ended December 31, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










2,837



4,265



(1,069
)


6,033Cost of sales










(2,306
)


(3,494
)


1,069



(4,731
)Gross profit










531



771







1,302Selling, general and
    administrative expenses






(11
)


(237
)


(259
)


1



(506
)Amortization of intangible assets
    (customer related)










(14
)


(37
)






(51
)Research and development expenses










(38
)


(53
)






(91
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases










34











34Restructuring, impairment and
    other (charges) gains






(35
)


(11
)


(54
)






(100
)Foreign exchange gain (loss), net






3







(3
)






Gain (loss) on disposition of
    assets, net










14



(24
)






(10
)Operating profit (loss)






(43
)


279



341



1



578Equity in net earnings of
    affiliates


343



540



211



24



(1,057
)


61Interest expense






(287
)


(146
)


(56
)


167



(322
)Interest income






148



8



44



(167
)


33Other income (expense), net






(15
)


1



104







90Earnings from continuing
    operations before tax and minority interests


343



343



353



457



(1,056
)


440Income tax benefit (provision)










(141
)


80







(61
)Earnings from continuing
    operations before minority interests


343



343



212



537



(1,056
)


379Minority interests














(34
)


(3
)


(37
)Earnings from continuing operations


343



343



212



503



(1,059
)


342Earnings (loss) from discontinued
    operations










(3
)


4







1Net earnings


343



343



209



507



(1,059
)


343  F-75




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Operations Information
  SuccessorFor the Nine Months Ended December 31, 2004Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










1,761



2,671



(714
)


3,718Cost of sales










(1,539
)


(2,175
)


714



(3,000
)Gross profit










222



496







718Selling, general and
    administrative expenses


(10
)


(14
)


(204
)


(226
)






(454
)Amortization of intangible assets
    (customer related)










(12
)


(31
)






(43
)Research and development expenses










(27
)


(40
)






(67
)Other (charges) gains, net:Insurance recoveries associated
    with plumbing cases














1







1Restructuring, impairment and
    other (charges) gains










38



(121
)






(83
)Foreign exchange gain (loss), net














(3
)






(3
)Gain (loss) on disposition of
    assets, net














3







3Operating profit (loss)


(10
)


(14
)


17



79







72Equity in net earnings of
    affiliates


(176
)


(141
)


81



55



217



36Interest expense


(1
)


(65
)


(74
)


(165
)


66



(239
)Interest income






30



5



57



(66
)


26Other income (expense), net






14



1



(24
)






(9
)Earnings (loss) from continuing
    operations before tax and minority interests


(187
)


(176
)


30



2



217



(114
)Income tax benefit (provision)










116



(186
)






(70
)Earnings (loss) from continuing
    operations before minority interests


(187
)


(176
)


146



(184
)


217



(184
)Minority interests














(24
)


16



(8
)Earnings (loss) from continuing
    operations


(187
)


(176
)


146



(208
)


233



(192
)Earnings from discontinued
    operations










5











5Net earnings (loss)


(187
)


(176
)


151



(208
)


233



(187
)  F-76




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Operations Information
  PredecessorFor the Three Months Ended March 31, 2004Subsidiary


Non-Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales


558



867



(216
)


1,209Cost of sales


(469
)


(722
)


216



(975
)Gross profit


89



145







234Selling, general and
    administrative expenses


(61
)


(75
)






(136
)Research and development expenses


(10
)


(13
)






(23
)Other (charges) gains, net:Restructuring, impairment and
    other (charges) gains


(2
)


(26
)






(28
)Foreign exchange gain (loss), net


1



(1
)






Gain (loss) on disposition of
    assets, net


(1
)










(1
)Operating profit


16



30







46Equity in net earnings of
    affiliates


28



(391
)


375



12Interest expense


(13
)






7



(6
)Interest income


1



11



(7
)


5Other income (expense), net






9







9Earnings (loss) from continuing
    operations before tax


32



(341
)


375



66Income tax provision






(15
)






(15
)Earnings (loss) from continuing
    operations


32



(356
)


375



51Earnings from discontinued
    operations


27











27Net earnings (loss)


59



(356
)


375



78  F-77




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Balance Sheet Information
  SuccessorAs of December 31, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)ASSETSCurrent assets:Cash and cash equivalents






4



211



575







790Restricted cash














46







46Receivables:Trade receivables, net










235



766







1,001Other receivables






826



274



480



(1,092
)


488Inventories










245



431



(23
)


653Deferred income taxes






2



62



12







76Other assets










36



33







69Total current assets






832



1,063



2,343



(1,115
)


3,123Investments


1,195



2,015



2,193



480



(5,120
)


763Property, plant and equipment, net










862



1,293







2,155Deferred income taxes














22







22Other assets






1,001



263



506



(1,270
)


500Goodwill










398



477







875Intangible assets, net










97



366







463Total assets


1,195



3,848



4,876



5,487



(7,505
)


7,901LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates






114



848



134



(787
)


309Trade payables  third
    party and affiliates










318



505







823Other current liabilities






9



334



750



(305
)


788Deferred income taxes














18







18Income taxes payable






17



79



200







296Total current liabilities






140



1,579



1,607



(1,092
)


2,234Long-term debt






2,478



1,155



378



(1,242
)


2,769Deferred income taxes






1



63



233







297Benefit obligations










725



164







889Other liabilities






34



199



238



(28
)


443Minority interests














74







74Commitments and contingencies
    Shareholders equity


1,195



1,195



1,155



2,793



(5,143
)


1,195Total liabilities and
    shareholders equity


1,195



3,848



4,876



5,487



(7,505
)


7,901  F-78




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Balance Sheet Information
  SuccessorAs of December 31, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)ASSETSCurrent assets:Cash and cash equivalents






61



93



235







389Receivables:Trade receivables, net










252



667







919Other receivables






949



191



596



(1,250
)


486Inventories










243



407







650Deferred income taxes














37







37Other assets










47



44







91Total current assets






1,010



826



1,986



(1,250
)


2,572Investments


610



1,230



2,040



454



(3,559
)


775Property, plant and equipment, net










870



1,161







2,031Deferred income taxes














139







139Other assets






1,044



268



488



(1,306
)


494Goodwill










352



597







949Intangible assets, net










110



371







481Total assets


610



3,284



4,466



5,196



(6,115
)


7,441LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates






17



945



149



(956
)


155Trade payables  third
    party and affiliates










306



505







811Other current liabilities






10



313



758



(294
)


787Deferred income taxes














36







36Income taxes payable










52



172







224Total current liabilities






27



1,616



1,620



(1,250
)


2,013Long-term debt






2,644



1,175



360



(1,276
)


2,903Deferred income taxes














285







285Benefit obligations










953



173







1,126Other liabilities






3



227



240



(30
)


440Minority interests














64







64Commitments and contingenciesShareholders equity


610



610



495



2,454



(3,559
)


610Total liabilities and
    shareholders equity


610



3,284



4,466



5,196



(6,115
)


7,441  F-79




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows Information
  SuccessorFor the Year Ended December 31, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net cash provided by operating
    activities






98



223



429







750Investing activities:Capital expenditures on property,
    plant and equipment










(85
)


(167
)






(252
)Purchases of other long-term assets










(20
)


(23
)






(43
)Net proceeds on sale of businesses
    and assets










2



21







23Advances to (from) affiliates, net














(8
)






(8
)Proceeds for Ticona plant
    relocation














26







26Proceeds from sale of marketable
    securities














95







95Purchases of marketable securities














(65
)






(65
)Increase in restricted cash














(42
)






(42
)Other, net














(2
)






(2
)Net cash used in investing
    activities










(103
)


(165
)






(268
)Financing activities:Proceeds from long-term debt














38







38Short-term borrowings
    (repayments), net










(1
)


14







13Repayments of long-term debt






(122
)


(1
)


(2
)






(125
)Dividends from subsidiary


33















(33
)


Distribution to Parent


(33
)


(33
)










33



(33
)Net cash provided by (used in)
    financing activities






(155
)


(2
)


50







(107
)Exchange rate effects on cash














26







26Net increase (decrease) in cash
    and cash equivalents






(57
)


118



340







401Cash and cash equivalents at
    beginning of period






61



93



235







389Cash and cash equivalents at end
    of period






4



211



575







790  F-80




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows Information
  SuccessorFor the Year Ended December 31, 2005Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net cash provided by (used in)
    operating activities






(106
)


210



588







692Investing activities:Capital expenditures on property,
    plant and equipment










(74
)


(138
)






(212
)Acquisitions and related fees, net
    of cash acquired


28







(186
)


(732
)


(28
)


(918
)Net proceeds on sale of businesses
    and assets










16



32







48Advances to (from) affiliates, net














21







21Proceeds from sale of marketable
    securities










1



220







221Purchases of marketable securities










(1
)


(148
)






(149
)Investing cash flows used in
    discontinued operations














75







75Other, net














7







7Net cash provided by (used in)
    investing activities


28







(244
)


(663
)


(28
)


(907
)Financing activities:Proceeds from long-term debt






(12
)






28







16Borrowings under senior credit
    facilities, net






1,135















1,135Short-term borrowings
    (repayments), net














22







22Repayments of long-term debt






(926
)






(316
)






(1,242
)Settlement of lease obligations














(31
)






(31
)Contribution from Parent


572



572











(572
)


572Distribution to Parent


(600
)


(600
)










600



(600
)Fees associated with financing






(8
)














(8
)Net cash provided by (used in)
    financing activities


(28
)


161







(297
)


28



(136
)Exchange rate effects on cash














(98
)






(98
)Net increase (decrease) in cash
    and cash equivalents






55



(34
)


(470
)






(449
)Cash and cash equivalents at
    beginning of period






6



127



705







838Cash and cash equivalents at end
    of period






61



93



235







389  F-81




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows Information
  SuccessorFor the Nine Months Ended December 31, 2004Parent





Subsidiary


Non-Guarantor


Issuers


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net cash used in operating
    activities


(4
)


(27
)


(207
)


178







(60
)Investing activities:Capital expenditures on property,
    plant and equipment










(88
)


(72
)






(160
)Investment in subsidiaries






(392
)






392







Acquisitions and related fees, net
    of cash acquired


(68
)


(1
)


30



(1,594
)






(1,633
)Net proceeds on sale of businesses
    and assets










11



20







31Advances to (from) affiliates, net














(1
)






(1
)Proceeds from sale of marketable
    securities










(3
)


135







132Purchases of marketable securities










1



(174
)






(173
)Investing cash flows used in
    discontinued operations










(6
)










(6
)Other, net














(1
)






(1
)Net cash used in investing
    activities


(68
)


(393
)


(55
)


(1,295
)






(1,811
)Financing activities:Initial capitalization


103











717







820Borrowings under bridge loans






272







1,293







1,565Repayment under bridge loans






(1,565
)














(1,565
)Proceeds from long-term debt






1,827







(2
)






1,825Borrowings under senior credit
    facilities, net






30



578











608Short-term borrowings (repayments),
    net














36







36Repayments of long-term debt






(2
)


(189
)


(63
)






(254
)Issuance/(purchase) of CAG treasury
    stock














29







29Fees associated with financing


(31
)


(136
)














(167
)Loan to shareholder














(227
)






(227
)Other, net














14







14Net cash provided by (used in)
    financing activities


72



426



389



1,797







2,684Exchange rate effects on cash














25







25Net increase in cash and cash
    equivalents






6



127



705







838Cash and cash equivalents at
    beginning of period






















Cash and cash equivalents at end of
    period






6



127



705







838   F-82




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PredecessorFor the Three Months Ended March 31, 2004Subsidiary


Non-Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net cash provided by (used in)
    operating activities


(143
)


41







(102
)Investing activities:Capital expenditures on property,
    plant and equipment


(21
)


(23
)






(44
)Advances to (from) affiliates, net






(5
)






(5
)Net proceeds from disposal of
    discontinued operations


134



5







139Proceeds from sale of marketable
    securities


3



39







42Purchases of marketable securities


(1
)


(41
)






(42
)Other, net






1







1Net cash provided by (used in)
    investing activities


115



(24
)






91Financing activities:Short-term borrowings
    (repayments), net






(16
)






(16
)Repayments of long-term debt


(25
)


(2
)






(27
)Net cash used in financing
    activities


(25
)


(18
)






(43
)Exchange rate effects on cash






(1
)






(1
)Net decrease in cash and cash
    equivalents


(53
)


(2
)






(55
)Cash and cash equivalents at
    beginning of period


83



65







148Cash and cash equivalents at end
    of period


30



63







93   30.  Relocation
    of Ticona Plant in Kelsterbach
    31.  Subsequent
    Events
  Sale
    of Oxo Products and Derivatives businesses
   F-83




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Acquisition
    of Acetate Products Limited
   F-84




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Certificate of Formation of
    Registrant (incorporated by reference to Exhibit 3.3 to the Form
    S-4 filed with the SEC on February 7, 2005 (the Form
    S-4))3
.2

Limited Liability Company
    Agreement of Registrant (incorporated by reference to Exhibit
    3.4 to the Form S-4)4
.1

Indenture, dated as of June 8,
    2004, among BCP Caylux Holdings Luxembourg S.C.A., BCP Crystal
    Holdings Ltd. 2 and The Bank of New York, as trustee
    (incorporated by reference to Exhibit 10.15 to the Registration
    Statement on Form S-l of Celanese Corporation filed with the SEC
    on November 3, 2004 (the Form S-l))4
.2

Supplemental Indenture, dated as
    of October 5, 2004, among BCP Crystal US Holdings Corp., BCP
    Caylux Holdings Luxembourg S.C.A., BCP Crystal Holdings Ltd. 2
    and The Bank of New York, as trustee (incorporated by reference
    to the Exhibit 10.16 to Form S-l)4
.3

Supplemental Indenture, dated as
    of October 5, 2004, among BCP Crystal US Holdings Corp., the New
    Guarantors and The Bank of New York, as trustee (incorporated by
    reference to Exhibit 10.17 to the Form S-l)4
.4

Indenture, dated as of
    September 24, 2004, among Crystal US Holdings 3
    L.L.C., Crystal US Sub 3 Corp., as Issuers, and The
    Bank of New York, as Trustee (Incorporated by reference to
    Exhibit 10.18 to the Registration Statement on
    Form S-1 of Celanese Corporation filed on November 3, 2004)4
.5

Supplemental Indenture, dated as
    of March 30, 2005, among Crystal US Holdings 3 L.L.C.,
    Crystal US Sub 3 Corp., Celanese Corporation and The Bank of New
    York, as Trustee (Incorporated by reference to Exhibit 10.15 to
    the Annual Report of Celanese Corporation on Form 10-K filed on
    March 31, 2005)10
.1

Amended and Restated Credit
    Agreement, dated as of January 26, 2005, among BCP Crystal
    US Holdings Corp., Celanese Holdings LLC, Celanese Americas
    Corporation, the lenders thereto, Deutsche Bank AG, New York
    Branch, as administrative agent, Deutsche Bank Securities Inc.
    and Morgan Stanley Senior Funding, Inc., as joint lead
    arrangers, Deutsche Bank Securities Inc., Morgan Stanley Senior
    Funding, Inc. and Banc of America Securities LLC, as joint book
    runners, Morgan Stanley Senior Funding, Inc., as syndication
    agent, and Bank of America, N.A. as documentation agent
    (Incorporated by reference to Exhibit 10.1 to Celanese
    Corporations Current Report on Form 8-K filed on
    February 1, 2005)10
.2

First Amendment to Credit
    Agreement, dated as of November 28, 2005, among Celanese
    Holdings LLC, BCP Crystal US Holdings Corp., Celanese Americas
    Corporation, the lenders from time to time party thereto, and
    Deutsche Bank AG, New York Branch, as administrative agent
    (Incorporated by reference to Exhibit 10.1 to Celanese
    Corporations Current Report on Form 8-K filed on
    December 2, 2005)10
.3

Sponsor Services Agreement, dated
    as of January 26, 2005, among Celanese Corporation,
    Celanese Holdings LLC and Blackstone Management Partners IV
    L.L.C. (Incorporated by reference to Exhibit 10.3 to
    Celanese Corporations Current Report on Form 8-K
    filed on January 28, 2005)12


Computation of ratio of earnings
    to fixed charges (filed herewith)31
.1

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002 (filed herewith)31
.2

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002 (filed herewith)32
.1

Certification of Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002 (filed herewith)32
.2

Certification of Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002 (filed herewith)99
.1

Report on Financial Statement
    Schedule of Independent Registered Public Accounting Firm (filed
    herewith).99
.2

Report on Financial Statement
    Schedule of Independent Registered Public Accounting Firm (filed
    herewith).99
.3

Financial statement schedule
    regarding Valuation and Qualifying Accounts (filed herewith).