##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2007oro

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(Address of Principal
    Executive Offices)

75234-6034(Zip Code)    (972) 443-4000 (Registrants
    telephone number, including area code)
  Form 10-Q
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2
  Yes o     No þ
  Form 10-Q,




---



##### 



CELANESE
    HOLDINGS LLC
  Form 10-Q
    For the Quarterly Period Ended March 31, 2007
    TABLE OF CONTENTS
  
  PageExplanatory Note


1Part I  Financial
    InformationItem 1.


Financial Statementsa)  Unaudited
    Interim Consolidated Statements of Operations for the three
    months ended March 31, 2007 and 2006


2b)  Unaudited
    Consolidated Balance Sheets as of March 31, 2007 and
    December 31, 2006


3c)  Unaudited
    Interim Consolidated Statements of Shareholders Equity for
    the twelve months ended December 31, 2006 (revised) and the
    three months ended March 31, 2007


4d)  Unaudited
    Interim Consolidated Statements of Cash Flows for the three
    months ended March 31, 2007 and 2006


5e)  Notes
    to the Unaudited Interim Consolidated Financial
    Statements


6Item 2.


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


35Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


49Item 4.


Controls and
    Procedures


49Part II  Other
    InformationItem 1.


Legal
    Proceedings


50Item 1A.


Risk
    Factors


50Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


50Item 3.


Defaults Upon
    Senior Securities


50Item 4.


Submission of
    Matters to a Vote of Security Holders


51Item 5.


Other
    Information


51Item 6.


Exhibits


51Signatures


53Certifications


54EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    EXPLANATORY
    NOTE
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  An Amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
  Form 10-Q
 1




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



UNAUDITED
    INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS  Three Months EndedMarch 31,


March 31,2007


2006(In $ millions)Net sales


1,631



1,498Cost of sales


(1,240
)


(1,160
)Gross profit


391



338Selling, general and
    administrative expenses


(116
)


(134
)Amortization of intangible assets
    (customer related)


(18
)


(14
)Research and development expenses


(17
)


(17
)Other (charges) gains, net


(1
)


Foreign exchange gain, net


1



Loss on disposition of assets, net


(1
)


Operating profit


239



173Equity in net earnings of
    affiliates


18



18Interest expense


(61
)


(61
)Interest income


14



8Other income, net


5



6Earnings from continuing
    operations before tax


215



144Income tax provision


(63
)


(38
)Earnings from continuing operations


152



106Earnings from discontinued
    operations:Earnings from operation of
    discontinued operations


10



32Gain on disposal of discontinued
    operations


31



Income tax (provision) benefit


16



(11
)Earnings from discontinued
    operations


57



21Net earnings


209



127    2




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



UNAUDITED
    CONSOLIDATED BALANCE SHEETS  As of


As ofMarch 31,


December 31,2007


2006(In $ millions)ASSETSCurrent assets:Cash and cash equivalents


1,092



790Restricted cash






46Receivables:Trade receivables  third
    party and affiliates, net


910



1,001Other receivables


528



488Inventories


584



653Deferred income taxes


75



76Other assets


43



69Total current assets


3,232



3,123Investments


733



763Property, plant and equipment, net
    of accumulated depreciation of $680 million and
    $687 million as of March 31, 2007 and
    December 31, 2006, respectively


2,047



2,155Deferred income taxes


60



22Other assets


480



500Goodwill


869



875Intangible assets, net


451



463Total assets


7,872



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


184



309Trade payables  third
    party and affiliates


731



823Other current liabilities


717



788Deferred income taxes


6



18Income taxes payable


121



296Total current liabilities


1,759



2,234Long-term debt


2,875



2,769Deferred income taxes


265



297Benefit obligations


907



889Other liabilities


685



443Minority interests


5



74Commitments and contingenciesShareholders equity:Common stock, one share issued and
    outstanding as of March 31, 2007 and December 31, 2006






Additional paid-in capital


837



830Retained earnings


775



561Loan to Shareholder


(227
)


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


(9
)


31Total shareholders equity


1,376



1,195Total liabilities and
    shareholders equity


7,872



7,901    3




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



UNAUDITED
    INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY  AccumulatedOtherAdditional





Comprehensive


Loan


TotalCommon


Paid-In


Retained


Income (Loss),


to


ShareholdersStock


Capital


Earnings


Net


Shareholder


Equity(In $ millions)Balance 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 (revised)














269







269Foreign currency translation














5







5Other comprehensive income
    (revised)














289







289Comprehensive income (revised)






















727Adjustment to initially apply FASB
    Statement No. 158, net of tax (revised)














(132
)






(132
)Indemnification of demerger
    liability






3















3Distribution to Parent










(33
)










(33
)Stock-based compensation






20















20Balance at December 31, 2006






830



561



31



(227
)


1,195Comprehensive income (loss), net
    of tax:Net earnings










209











209Other comprehensive income (loss):Unrealized gain on securities














1







1Unrealized loss on derivative
    contracts














(3
)






(3
)Pension and postretirement benefits














(45
)






(45
)Foreign currency translation














7







7Other comprehensive income (loss)














(40
)






(40
)Comprehensive income






















169Indemnification of demerger
    liability






1















1Distribution to Parent










(8
)










(8
)Stock-based compensation






2















2Tax Benefit from stock options
    exercised






4















4Adoption of FIN 48










13











13Balance at March 31, 2007






837



775



(9
)


(227
)


1,376    4




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



UNAUDITED
    INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS  Three Months


Three MonthsEnded


EndedMarch 31, 2007


March 31, 2006(In $ millions)Operating activities:Net earnings


209



127Adjustments to reconcile net
    earnings to net cash provided by (used in) operating activities:Other (charges) gains, net of
    amounts used


2



(14
)Depreciation, amortization and
    accretion


70



68Deferred income taxes


(30
)


14Gain on disposition of assets, net


(30
)


Other, net


14



2Operating cash used in
    discontinued operations


(74
)


(2
)Changes in operating assets and
    liabilities:Trade receivables 
    third party and affiliates, net


34



(54
)Inventories


17



(3
)Other assets


20



(10
)Trade payables  third
    party and affiliates


(95
)


(91
)Other liabilities


(128
)


(38
)Net cash provided by (used in)
    operating activities


9



(1
)Investing activities:Capital expenditures on property,
    plant and equipment


(49
)


(43
)Acquisitions and related fees, net
    of cash acquired


(269
)


Net proceeds from sale of
    businesses and assets


578



Proceeds from sale of marketable
    securities


32



27Purchases of marketable securities


(1
)


(29
)Changes in restricted cash


46



(42
)Investing cash used in
    discontinued operations






(14
)Other, net


(12
)


(5
)Net cash provided by (used in)
    investing activities


325



(106
)Financing activities:Short-term borrowings
    (repayments), net


(40
)


32Proceeds from long-term debt


11



7Repayments of long-term debt


(1
)


(5
)Distribution to Parent


(8
)


(9
)Other, net


2



Net cash provided by (used in)
    financing activities


(36
)


25Exchange rate effects on cash


4



4Net increase (decrease) in cash
    and cash equivalents


302



(78
)Cash and cash equivalents at
    beginning of period


790



389Cash and cash equivalents at end
    of period


1,092



311    5




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES



NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  1.
    Description
    of the Company and Basis of Presentation  Description
    of the Company
    Basis
    of Presentation
  Form 10-Q,
      Form 10-K Form 10-K).
    Estimates
    and Assumptions
   6




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restricted
    Cash
    Reclassifications
    2.
    Domination
    Agreement and Organizational Restructuring  Domination
    Agreement
  and/or and/or Form 10-K.
  Form 10-K.
  Organizational Restructuring
 7




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Organizational
    Restructuring
    3.
    Recent
    Accounting Pronouncements  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 instrument-by-instrument
  4.
    Acquisitions,
    Ventures and Divestitures  Acquisitions
   8




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (In $ millions)Accounts receivable


34Inventories


29Property, plant, and equipment


48Goodwill


57Intangible assets


2Other current assets/liabilities,
    net


(43
)Non-current liabilities


(8
)Net assets acquired


119   Form 10-K.
  Ventures
    Divestitures
   9




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          .
 10




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31,


March 31,2007(1)


2006(In $ millions)Net sales


119



163Cost of sales


(103
)


(133
)Gross profit


16



30Operating profit


10



32Gain on disposal of discontinued
    operations


31



Income tax provision from
    operation of discontinued operations


(3
)


(11
)Income tax benefit from gain on
    disposal of discontinued operations


19
(2)


Earnings from discontinued
    operations


57



21     (1)
    
    The three months ended March 31, 2007 includes only two
    months of operations for the oxo products and derivatives
    businesses as these businesses were sold on February 28,
    2007.(2)
    
    Income tax benefit on gain from disposal of discontinued
    operations of $19 million is comprised of $30 million
    tax expense related to the divestiture of facilities in the
    U.S., offset by $49 million tax benefit on the divestiture
    of facilities and investments in Germany.    (In $ millions)Trade receivables 
    third party and affiliates, net


147Inventories


75Other assets  current


8Investments(1)


125Property, plant and equipment


139Other assets


23Goodwill


42Intangible assets, net


10Total assets


569Current liabilities


4Other liabilities


19Total liabilities


23     (1)
    
    Includes the Companys 50% investment in EOXO and the 50%
    interest in EOXO purchased from Degussa in February 2007 (See
    Note 4).  Cost
    Method Investment
   11




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Receivables,
    net  As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Trade receivables 
    third party and affiliates


924



1,017Allowance for doubtful
    accounts  third party and affiliates


(14
)


(16
)Subtotal


910



1,001Reinsurance receivables


88



85Other


440



403Net receivables


1,438



1,489   6.
    Inventories  As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Finished goods


425



500Work-in-process


24



33Raw materials and supplies


135



120Total inventories


584



653   7.
    Goodwill
    and Intangible Assets  Goodwill
  Chemical


Acetate





PerformanceProducts


Products


Ticona


Products


Other


Total(In $ millions)As of December 31, 2006


368



156



256



84



11



875Acquisition of
    CAG(1)


(5
)


(12
)


(9
)


1







(25
)Acquisition of APL






57















57Sale of oxo and derivatives
    businesses


(42
)


















(42
)Adoption of
    FIN 48(2)


(23
)


(5
)


15



11







(2
)Exchange rate changes


3







2



1







6As of March 31, 2007


301



196



264



97



11



869  12




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    The adjustments recorded during the three months ended
    March 31, 2007 consist primarily of additional goodwill
    recorded related to the purchase of the remaining outstanding
    CAG shares during the Squeeze-Out of $5 million offset by
    reversals of certain pre-acquisition tax valuation allowances of
    $30 million.(2)
    
    See Note 15 for additional discussion of FIN 48.  Other
    Intangible Assets
  As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Trademarks and tradenames


82



79Customer related intangible assets


523



523Developed technology


13



13Covenants not to compete and other


12



12Total intangible assets, gross


630



627Less: accumulated amortization


(179
)


(164
)Total intangible assets, net


451



463     8.
    Debt  As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Short-term borrowings and
    current installments of long-term debt  third party
    and affiliatesCurrent installments of long-term
    debt


41



127Short-term borrowings, principally
    comprised of amounts due to affiliates


143



182Total short-term borrowings and
    current installments of long-term debt  third party
    and affiliates


184



309Long-term debtSenior Credit Facilities: Term
    Loan facility


1,626



1,622Senior Subordinated
    Notes 9.625%, due 2014


799



799Senior Subordinated
    Notes 10.375%, due 2014


173



171Term 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


32



30Other borrowings


81



69Subtotal


2,916



2,896Less: Current installments of
    long-term debt


41



127Total long-term debt


2,875



2,769  13




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  same-day
      Debt
    Refinancing
        5 8 3 8 3 8 5 8
   14




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Interest
    Rate Risk Management
    9.
    Other
    Current Liabilities and Other Liabilities    As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Salaries and benefits


131



198Environmental


27



26Restructuring


32



34Insurance


66



68Sorbates litigation


151



148Other


310



314Total other current liabilities


717



788     As of


As ofMarch 31,


December 31,2007


2006(In $ millions)Environmental


96



88Insurance


85



86Uncertain tax
    positions(1)


191



Other(2)


313



269Total other liabilities


685



443     (1)
    
    At December 31, 2006, the liability was primarily recorded
    as a component of Income taxes payable.(2)
    
    The increase is primarily attributed to $49 million of
    deferred transaction proceeds from the sale of the oxo products
    and derivatives businesses to Advent International (see
    Note 4). The proceeds are deferred due to certain
    lease-back arrangements between the Company and the buyer and
    related environmental obligations of the Company. 15




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Benefit
    Obligations    Pension Benefits


Postretirement BenefitsThree Months Ended


Three Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In $ millions)Components of net periodic
    benefit costService cost


9



10







1Interest cost


44



46



5



5Expected return on plan assets


(50
)


(51
)






Recognized actuarial loss














Special termination charge














Curtailment loss














Net periodic benefit cost


3



5



5



6           11.
    Shareholders
    Equity    Other
    Comprehensive Income (Loss)
    12.
    Commitments
    and Contingencies   16




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-K.
  Plumbing
    Actions
      Plumbing
    Insurance Indemnifications
  ® and/or
        Sorbates
    Antitrust Actions
   17




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Shareholder
    Litigation
        Guarantees
  and/or
   18




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM 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
   19




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Polyester
    Staple Antitrust Litigation
  In re 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
    April 1, 2007 to April 30, 2012 is estimated to be
    approximately $40 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.    Other
    Matters
   20




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Other
    (Charges) Gains, Net    Three Months EndedMarch 31,


March 31,2007


2006(In $ millions)Employee termination benefits






(2
)Plant/office closures






2Total restructuring






Insurance recoveries associated
    with plumbing cases






1Other


(1
)


(1
)Total other (charges) gains, net


(1
)


     EmployeeTermination


Plant/OfficeBenefits


Closures


Total(In $ millions)Restructuring reserve at
    December 31, 2006


28



7



35Restructuring additions


3







3Cash uses


(5
)






(5
)Restructuring reserve at
    March 31, 2007


26



7



33   14.
    Stock-based
    and Other Management Compensation Plans      Deferred
    compensation
   21




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Long-term
    incentive plan
    Stock-based
    compensation
        Three Months EndedMarch 31,


March 31,2007(1)


2006(2)Risk free interest rate


4.62
%


Estimated life in years


7.3



Dividend yield


0.50
%


Volatility


26.3
%


Expected annual forfeiture rate


5.9
%


5.0
%     (1)
    
    During the three months ended March 31, 2007, 45,000 stock
    options were granted to certain employees.(2)
    
    No stock options were granted during the three months ended
    March 31, 2006.   22




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##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended March 31, 2007Weighted-Weighted-


Average


AggregateNumber of


Average


Remaining


IntrinsicOptions


Grant


Contractual


Value(In millions)


Price in $


Term


(In $ millions)Outstanding at beginning of period


12.5



16.81



7.0



113Granted






27.98Exercised


(1.2
)


16.00Forfeited


(0.1
)


17.21Outstanding at end of period


11.2



16.89



6.6



156Exercisable and expected to
    exercise in the future at March 31, 2007


7.1



17.02



6.6



98Options exercisable at end of
    period


6.2



16.11



7.3



92     15.
    Income
    Taxes  non-U.S. jurisdictions.
     23




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         16.
    Business
    Segments  Chemical





Acetate


Performance


Total


OtherProducts


Ticona


Products


Products


Segments


Activities


Reconciliation


Consolidated(In $ millions)As of and for the three months
    ended March 31, 2007Sales to external customers


1,042



262



223



45



1,572



59







1,631Inter-segment revenues


36















36







(36
)


Earnings (loss) from continuing
    operations before tax


185



50



29



15



279



(64
)






215Depreciation and amortization


34



17



7



4



62



6







68Capital expenditures


32



6



9







47



2







49Total assets


3,021



1,607



888



375



5,891



1,981







7,872For the three months ended
    March 31, 2006Sales to external customers


990



231



167



49



1,437



61







1,498Inter-segment revenues


25















25







(25
)


Earnings (loss) from continuing
    operations before tax


140



56



23



15



234



(90
)






144Depreciation and amortization


34



16



7



4



61



5







66Capital expenditures


21



5



16







42



1







43Total assets as of
    December 31, 2006


3,489



1,584



711



361



6,145



1,756







7,901  24




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Transactions
    and Relationships with Affiliates and Related Parties        18.
    Consolidating
    Guarantor Financial Information   25




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
    INFORMATION
  Three Months Ended March 31, 2007Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










710



1,239



(318
)


1,631Cost of sales










(515
)


(1,041
)


316



(1,240
)Gross profit










195



198



(2
)


391Selling, general and
    administrative expenses










(49
)


(67
)






(116
)Amortization of intangibles assets
    (customer related)










(4
)


(14
)






(18
)Research and development expenses










(10
)


(7
)






(17
)Other (charges) gains, net














(1
)






(1
)Foreign exchange gain, net














1







1Loss on disposition of assets, net










(1
)










(1
)Operating profit










131



110



(2
)


239Equity in net earnings of
    affiliates


209



219



46



6



(462
)


18Interest expense






(54
)


(45
)


(11
)


49



(61
)Interest income






42



7



14



(49
)


14Other income, net






2



(1
)


4







5Earnings from continuing
    operations before tax


209



209



138



123



(464
)


215Income tax benefit (provision)










3



(66
)






(63
)Earnings from continuing operations


209



209



141



57



(464
)


152Earnings from discontinued
    operations










44



13







57Net earnings


209



209



185



70



(464
)


209  26




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    INTERIM CONSOLIDATING STATEMENT OF OPERATIONS
    INFORMATION
  Three Months Ended March 31, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


Consolidated(In $ millions)Net sales










659



1,116



(277
)


1,498Cost of sales










(516
)


(921
)


277



(1,160
)Gross profit










143



195







338Selling, general and
    administrative expenses










(60
)


(75
)


1



(134
)Amortization of intangible assets
    (customer related)










(4
)


(10
)






(14
)Research and development expenses










(10
)


(7
)






(17
)Other (charges) gains, net










(1
)


1







Operating profit










68



104



1



173Equity in net earnings of
    affiliates


127



140



38



10



(297
)


18Interest expense






(53
)


(40
)


(11
)


43



(61
)Interest income






39



3



9



(43
)


8Other income, net






1







5







6Earnings from continuing
    operations before tax


127



127



69



117



(296
)


144Income tax provision










(2
)


(36
)






(38
)Earnings from continuing operations


127



127



67



81



(296
)


106Earnings from discontinued
    operations










12



9







21Net earnings


127



127



79



90



(296
)


127  27




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    CONSOLIDATING BALANCE SHEET INFORMATION
  As of March 31, 2007Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






140



426



526







1,092Receivables:Trade receivables 
    third party and affiliates, net










203



707







910Other receivables






829



314



471



(1,086
)


528Inventories










190



419



(25
)


584Deferred income taxes






2



62



11







75Other assets










9



37



(3
)


43Total current assets






971



1,204



2,171



(1,114
)


3,232Investments


1,376



2,097



2,212



442



(5,394
)


733Property, plant and equipment, net










790



1,257







2,047Deferred income taxes






(1
)


18



43







60Other assets






999



250



496



(1,265
)


480Goodwill










310



559







869Intangible assets, net










93



358







451Total assets


1,376



4,066



4,877



5,326



(7,773
)


7,872LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates






28



836



85



(765
)


184Trade payables  third
    party and affiliates










280



451







731Other current liabilities






33



270



735



(321
)


717Deferred income taxes














6







6Income taxes payable






18



16



87







121Total current liabilities






79



1,402



1,364



(1,086
)


1,759Long-term debt






2,570



1,149



394



(1,238
)


2,875Deferred income taxes






1



63



201







265Benefit obligations










759



148







907Other liabilities






40



229



443



(27
)


685Minority interests














4



1



5Commitments and contingencies
    Shareholders equity


1,376



1,376



1,275



2,772



(5,423
)


1,376Total liabilities and
    shareholders equity


1,376



4,066



4,877



5,326



(7,773
)


7,872  28




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET INFORMATION
  As 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, 
    third party and affiliates, 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



471



(5,111
)


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



5,478



(7,496
)


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 contingenciesShareholders equity


1,195



1,195



1,155



2,784



(5,134
)


1,195Total liabilities and
    shareholders equity


1,195



3,848



4,876



5,478



(7,496
)


7,901  29




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS
    INFORMATION
  Three Months Ended March 31, 2007Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






144



(24
)


(111
)






9Investing activities:Capital expenditures on property,
    plant and equipment










(11
)


(38
)






(49
)Acquisitions and related fees, net
    of cash acquired














(269
)






(269
)Net proceeds from sale of
    businesses and assets










240



338







578Proceeds from sale of marketable
    securities














32







32Purchases of marketable securities














(1
)






(1
)Change in restricted cash














46







46Other, net










(1
)


(11
)






(12
)Net cash provided by investing
    activities










228



97







325Financing activities:Short-term borrowings
    (repayments), net










9



(49
)






(40
)Proceeds from long-term debt














11







11Repayments of long-term debt














(1
)






(1
)Dividends from subsidiary


8















(8
)


Distributions to parent


(8
)


(8
)










8



(8
)Other, net










2











2Net cash provided by (used in)
    financing activities






(8
)


11



(39
)






(36
)Exchange rate effects on cash














4







4Net increase (decrease) in cash
    and cash equivalents






136



215



(49
)






302Cash and cash equivalents at
    beginning of period






4



211



575







790Cash and cash equivalents at end
    of period






140



426



526







1,092  30




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UNAUDITED
    INTERIM CONSOLIDATING STATEMENT OF CASH FLOWS
    INFORMATION
  Three Months Ended March 31, 2006Parent





Subsidiary


Non-Guarantor


Issuer


Guarantors


Guarantors


Eliminations


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






13



(37
)


23







(1
)Investing activities:Capital expenditures on property,
    plant and equipment










(17
)


(26
)






(43
)Proceeds from sale of marketable
    securities














27







27Purchases of marketable securities














(29
)






(29
)Change in restricted cash














(42
)






(42
)Investing cash used in
    discontinued operations














(14
)






(14
)Other, net














(5
)






(5
)Net cash used in investing
    activities










(17
)


(89
)






(106
)Financing activities:Short-term borrowings
    (repayments), net










(5
)


37







32Proceeds from long-term debt














7







7Repayments of long-term debt






(4
)






(1
)






(5
)Distributions to parent


(9
)


(9
)










9



(9
)Dividends from subsidiary


9















(9
)


Net cash provided by (used in)
    financing activities






(13
)


(5
)


43







25Exchange rate effects on cash














4







4Net decrease in cash and cash
    equivalents










(59
)


(19
)






(78
)Cash and cash equivalents at
    beginning of period






61



93



235







389Cash and cash equivalents at end
    of period






61



34



216







311   19.
    Relocation
    of Ticona Plant in Kelsterbach   31




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    20.
    Environmental  General
  Remediation
  German InfraServs
     32




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. Superfund Sites
    Form 10-K.
  21.
    Subsequent
    Events        Deferred
    compensation
  2007-2009
 33




---



##### Table of Contents



CELANESE
    HOLDINGS LLC AND SUBSIDIARIES
  NOTES TO
    THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restricted
    Stock
    catch-up
 34




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  In this Quarterly Report on
    Form 10-Q,
    the term Celanese refers to Celanese Holdings LLC, a
    Delaware corporation, and not its subsidiaries. The terms the
    Company, we, our, and
    us, refer to Celanese 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.
  Form 10-Q Form 10-K Form 10-Q.
  Overview
      Sale
    of Oxo Products and Derivative Businesses
   35




---



##### Table of Contents



Acquisition
    of Acetate Products Limited
    Relocation
    of Ticona Plant in Kelsterbach
    Results
    of Operations
  Financial
    Highlights
  Three Months EndedMarch 31,


% of


March 31,


% of2007


Net Sales


2006


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


1,631



100.0
%


1,498



100.0
%Gross profit


391



24.0
%


338



22.6
%Selling, general and
    administrative expenses


(116
)


(7.1
)%


(134
)


(8.9
)%Operating profit


239



14.7
%


173



11.5
%Equity in net earnings of
    affiliates


18



1.1
%


18



1.2
%Interest expense


(61
)


(3.7
)%


(61
)


(4.1
)%Other income, net


5



0.3
%


6



0.4
%Earnings from continuing
    operations before tax


215



13.2
%


144



9.6
%Earnings from continuing operations


152



9.3
%


106



7.1
%Earnings from discontinued
    operations


57



3.5
%


21



1.4
%Net earnings


209



12.8
%


127



8.5
%Other Data:Depreciation and amortization


68



4.2
%


66



4.4
%   36




---



##### Table of Contents



As of


As ofMarch 31,


December 31,2007


2006(Unaudited)(In $ millions)Balance Sheet Data:Short-term borrowings and current
    installments of long-term debt  third party and
    affiliates


184



309Plus: Long-term debt


2,875



2,769Total debt


3,059



3,078   Summary
    of Consolidated Results for the Three Months Ended
    March 31, 2007 compared to the Three Months Ended
    March 31, 2006
  Net
    Sales
    Gross
    Profit
    Selling,
    General and Administrative Expenses
    Operating
    Profit
    Equity
    in Net Earnings of Affiliates, Interest Expense and Other Income
    (Expense), Net
   37




---



##### Table of Contents



Income
    Taxes
  non-U.S. jurisdictions.
    Earnings
    from Discontinued Operations
   38




---



##### Table of Contents



Selected
    Data by Business Segment
  Three Months EndedMarch 31,


March 31,


Change2007


2006


in $(Unaudited)(In $ millions)Net SalesChemical Products


1,078



1,015



63Technical Polymers Ticona


262



231



31Acetate Products


223



167



56Performance Products


45



49



(4
)Other Activities


59



61



(2
)Inter-segment Eliminations


(36
)


(25
)


(11
)Total Net Sales


1,631



1,498



133Other (Charges) Gains,
    NetChemical Products






1



(1
)Technical Polymers Ticona






2



(2
)Acetate Products


(1
)






(1
)Performance Products










Other Activities






(3
)


3Total Other Charges, Net


(1
)






(1
)Operating Profit
    (Loss)Chemical Products


181



134



47Technical Polymers Ticona


36



41



(5
)Acetate Products


29



23



6Performance Products


16



17



(1
)Other Activities


(23
)


(42
)


19Total Operating Profit


239



173



66Earnings (Loss) from Continuing
    Operations Before TaxChemical Products


185



140



45Technical Polymers Ticona


50



56



(6
)Acetate Products


29



23



6Performance Products


15



15



Other Activities


(64
)


(90
)


26Total Earnings from Continuing
    Operations Before Tax


215



144



71Depreciation &
    AmortizationChemical Products


34



34



Technical Polymers Ticona


17



16



1Acetate Products


7



7



Performance Products


4



4



Other Activities


6



5



1Total Depreciation &
    Amortization


68



66



2  39




---



##### Table of Contents



Factors
    Affecting First Quarter 2007 Segment Net Sales Compared to First
    Quarter 2006
    Volume


Price


Currency


Other


Total(In percentages)Chemical Products






3



3







6Technical Polymers Ticona


9



(2
)


5



1



13Acetate Products


2



8







24
(b)


34Performance Products


(11
)


(1
)


4







(8
)Total Company
    (a)


1



3



3



2



9     (a)
    
    Includes the effects of AT Plastics and the captive insurance
    companies.(b)
    
    Includes net sales from the APL acquisition.  Summary
    by Business Segment for the Three Months Ended March 31,
    2007 compared to the Three Months Ended March 31,
    2006
  Chemical
    Products
  Three Months EndedMarch 31,


March 31,


Change2007


2006


in $(Unaudited)(In $ millions)Net sales


1,078



1,015



63Net sales variance:Volume


0
%Price


3
%Currency


3
%Other


0
%Operating profit


181



134



47Operating margin


16.8
%


13.2
%Other (charges) gains, net






1



(1
)Earnings from continuing
    operations before tax


185



140



45Depreciation and amortization


34



34



        40




---



##### Table of Contents



Technical
    Polymers Ticona
  Three Months EndedMarch 31,


March 31,


Change2007


2006


in $(Unaudited)(In $ millions)Net sales


262



231



31Net sales variance:Volume


9
%Price


(2
)%Currency


5
%Other


1
%Operating profit


36



41



(5
)Operating margin


13.7
%


17.7
%Other (charges) gains, net






2



(2
)Earnings from continuing
    operations before tax


50



56



(6
)Depreciation and amortization


17



16



1          41




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##### Table of Contents



Acetate
    Products
  Three Months EndedMarch 31,


March 31,


Change2007


2006


in $(Unaudited)(In $ millions)Net sales


223



167



56Net sales variance:Volume


2
%Price


8
%Currency


0
%Other


24
%Operating profit


29



23



6Operating margin


13.0
%


13.8
%Other (charges) gains, net


(1
)






(1
)Earnings from continuing
    operations before tax


29



23



6Depreciation and amortization


7



7



           Performance
    Products
  Three Months EndedMarch 30,


March 30,


Change2007


2006


in $(Unaudited)(In $ millions)Net sales


45



49



(4
)Net sales variance:Volume


(11
)%Price


(1
)%Currency


4
%Other


0
%Operating profit


16



17



(1
)Operating margin


35.6
%


34.7
%Other (charges) gains, net










Earnings from continuing
    operations before tax


15



15



Depreciation and amortization


4



4



  42




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##### Table of Contents



®
  ®
      Other
    Activities
          Liquidity
    and Capital Resources
    Cash
    Flows
   43




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##### Table of Contents



Net Cash
    Provided by Operating Activities
    Net Cash
    Used in Investing Activities
      Net Cash
    Used in Financing Activities
    Liquidity
    Debt and
    Capital
   44




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##### Table of Contents



Contractual Debt Obligations.
  Remaining


2008-


2010-


2012 andFixed Contractual Debt Obligations

Total


2007


2009


2011


Thereafter(In $ millions)Term loan facility


1,626



16
(4)


33



1,577



Interest payments on
    debt(1)


1,494



179



469



363



483Senior subordinated
    notes(2)


969















969Other
    debt(3)


463



155



48



55



205Total fixed contractual debt
    obligations


4,552



350



550



1,995



1,657     (1)
    
    For future interest expense, we assumed no change in variable
    rates. (See Note 8 for the applicable interest rates).(2)
    
    Does not include $3 million of premium.(3)
    
    Does not include a $2 million reduction due to purchase
    accounting.(4)
    
    Reflects the short-term debt obligation under the senior credit
    facility prior to the refinancing discussed below.  Senior Credit Facilities.
    same-day
      Debt
    Refinancing
    Remaining


2008-


2010-


2012 andFixed Contractual Debt Obligations

Total


2007


2009


2011


Thereafter(In $ millions)Term loan facility


2,812



14



56



56



2,686Interest payments on debt


1,718



119



446



430



723Senior subordinated notes


14















14Other debt


463



155



48



55



205Total fixed contractual debt
    obligations


5,007



288



550



541



3,628  45




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##### Table of Contents



5 8 3 8 3 8 5 8
    Other
    Contractual Obligations
  Accounting for Uncertainty
    in Income Taxes, an amendment of FASB Statement No. 109
  Deferred
    compensation
    2007-2009
 46




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##### Table of Contents



Restricted
    Stock
    Long-term
    incentive plan
    Squeeze-Out
    Payment
    Domination
    Agreement
  and/or and/or
  Pension
    and Other Benefits
   47




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
    Form 10-K Form 10-K
  Form 10-K
  Accounting for Uncertainty in
    Income Taxes, an Interpretation of FASB Statement
    No. 109
  Recent
    Accounting Pronouncements
  Form 10-Q
  Factors
    That May Affect Future Results And Financial Condition
    
    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; 48




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##### Table of Contents




    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
    Agreement; and
    various other factors, both referenced and not referenced in
    this document.     Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Interest
    Rate Risk Management
     Item 4.
    Controls
    and Procedures  Rule 13a-15(b)
  Changes
    in Internal Control Over Financial Reporting
   49




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  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.
        Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities   50




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    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 File No.
    333-122587-18 (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
.7

Second Supplemental Indenture,
    dated as of March 21, 2007, 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 4.1 to the Current Report on
    Form 8-K
    of Celanese Corporation filed with the SEC on March 27,
    2007)4
.8

Third Supplemental Indenture,
    dated as of March 21, 2007, among Celanese US Holdings LLC,
    Celanese Holdings LLC, the entities set forth in the schedule
    thereto, and The Bank of New York, as Trustee (incorporated by
    reference to Exhibit 4.2 to the Current Report on
    Form 8-K
    of Celanese Corporation filed with the SEC on March 27,
    2007)10
.1

Second Amendment and Consent to
    Credit Agreement dated as of February 9, 2007, 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 the Quarterly Report on
    Form 10-Q
    of Celanese Corporation filed with the SEC on May 9, 2007)10
.2

First Amendment to Purchase
    Agreement dated February 28, 2007, by and among Advent Oxea
    Cayman Ltd., Oxea Corporation, Drachenfelssee 520. V V GmbH,
    Drachenfelssee 521. V V GmbH, Celanese Ltd., Ticona Polymers
    Inc., Celanese Chemicals Europe GmbH (incorporated by reference
    to Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    of Celanese Corporation filed with the SEC on May 9, 2007)10
.6

Credit Agreement, dated
    April 2, 2007, among Celanese Holdings LLC, Celanese US
    Holdings LLC, the subsidiaries of Celanese US Holdings LLC from
    time to time party thereto as borrowers, the Lenders party
    thereto, Deutsche Bank AG, New York Branch, as administrative
    agent and as collateral agent, Merrill Lynch Capital Corporation
    as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A.,
    Citibank NA, and JP Morgan Chase Bank NA, as co-documentation
    agents, and Deutsche Bank AG, Cayman Islands Branch, as Deposit
    Bank (incorporated by reference to Exhibit 10.1 to the
    Current Report on
    Form 8-K
    of Celanese Corporation filed with the SEC on April 5, 2007)10
.7

Guarantee and Collateral
    Agreement, dated April 2, 2007, by and among Celanese
    Holdings LLC, Celanese US Holdings LLC, certain subsidiaries of
    Celanese US Holdings LLC and Deutsche Bank AG, New York Branch
    (incorporated by reference to Exhibit 10.2 to the Current
    Report on
    Form 8-K
    of Celanese Corporation filed with the SEC on April 5, 2007)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).    51




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52




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##### Table of Contents



SIGNATURES      By:
    /s/  David
    N. Weidman   Title:
    Chief Executive Officer and President    By:
    /s/  John
    J. Gallagher III   Title:
    Executive Vice President and    53